WINDGEN ENERGY, INC. - Quarter Report: 2012 March (Form 10-Q)

p0539_10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2012

o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from __________ to __________

Commission file number: 0-12968

WINDGEN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Utah		87-0397815
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

8432 E. Shea Blvd, Suite 101

Scottsdale, Arizona 85260

(Address of principal executive offices)

(480) 991-9500

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Small reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No þ

As of May 14, 2012, 44,377,815 shares of the issuer’s common stock were outstanding.

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WINDGEN ENERGY, INC.

Table of Contents

		Page No.

Forward-Looking Statements		3

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011	4

	Consolidated Statements of Operations for the Three Months ended March 31, 2012 and 2011	5

	Consolidated Statements of Cash Flows for the Three Months ended March 31, 2012 and 2011	6

	Notes to the Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24


PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

Signatures		27

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WINDGEN ENERGY, INC.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and should be read in conjunction with the Financial Statements of WindGen Energy, Inc. (the “Company” or “WindGen”). Such statements are not historical facts and reflect our current views regarding matters such as operations and financial performance. In general, forward-looking statements are identified by such words or phrases as “expects,” “anticipates,” “believes,” “could,” “approximates,” “estimates,” “may,” “intends,” “predicts,” “projects,” “plans,” or “will,” or the negative of those words or other terminology. These statements are not guarantees of future performance and involve certain known and unknown inherent risks, uncertainties and other factors that are difficult to predict; our actual results could differ materially from those expressed in these forward-looking statements, including those risks and other factors described elsewhere in this Quarterly Report. The cautionary factors, risks and other factors presented should not be construed as exhaustive. Other risks not presently known to us, or that we currently believe are immaterial, could also adversely affect our business, financial condition or results of operations.

Each forward-looking statement should be read in context with, and with an understanding of, the various disclosures concerning our business made elsewhere in this Quarterly Report, as well as other public reports filed by us with the United States Securities and Exchange Commission. Readers should not place undue reliance on any forward-looking statement as a prediction of actual results of developments. Except as required by applicable law or regulation, we undertake no obligation to update or revise any forward-looking statement contained in this Quarterly Report.

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PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

WINDGEN ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2012			2011
	(Unaudited)
ASSETS

Current Assets:
Cash	$	–		$	22
Other Receivable		24,464			24,464
Prepaid Expenses and Other		200			2,502

TOTAL ASSETS	$	24,664		$	26,988

LIABILITIES AND STOCKHOLDER’S EQUITY

Current Liabilities:
Bank Overdraft	$	955		$	–
Related Party Consulting Fees Payable		190,750			162,750
Accounts Payable		23,417			38,061
Note Payable		26,664			26,048
Shareholder Advances		4,199			–
Convertible Note Payable, net of debt discount of $15,538 and $27,273		44,104			49,412
Preferred Stock Dividends Payable		20,333			19,860

TOTAL LIABILITIES	$	310,422		$	296,131

STOCKHOLDERS' EQUITY (DEFICIT):

Preferred Stock: 10,000,000 shares authorized; Series A Cumulative convertible preferred stock, 8% cumulative, $4.50 par value, 1,000,000 shares designated, 5,254 shares outstanding at March 31, 2012, (aggregate liquidation preference of $43,977); 5,254 shares outstanding at December 31, 2011 (aggregate liquidation preference of $43,504)		23,644			23,644
Common Stock, $0.001 par value: 100,000,000 shares authorized, 44,377,815 and 42,188,390 shares outstanding at March 31, 2012 and December 31, 2011, respectively		44,378			42,188
Additional Paid-In Capital		9,551,553			9,430,409
Stock Subscription Receivable		(10,000	)		(10,000	)
Accumulated Deficit		(9,895,333	)		(9,755,384	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	$	(285,758	)	$	(269,143	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	24,664		$	26,988

The accompanying notes are an integral part of these financial statements.

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WINDGEN ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	(Unaudited)
	For the Three Months Ended
	March 31,
	2012			2011

REVENUES	$	–		$	–

OPERATING EXPENSES:
General and Administrative		20,348			32,651
Legal and Professional Fees		12,986			8,264
Related Party Consulting Fees		30,000			30,000
Stock Compensation Expenses for Consulting Services		50,000			–

Total Operating Expenses		113,334			70,915

INCOME (LOSS) FROM OPERATIONS		(113,334	)		(70,915	)

OTHER INCOME (EXPENSE):
Amortization of debt discount		(25,368	)		(20,119	)
Interest Income (Expense)		(774	)		(986	)

Total Other Income (Expense), Net		(26,142	)		(21,105	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS		(139,476	)		(92,020	)

NET INCOME (LOSS)		(139,476	)		(92,020	)

PREFERRED STOCK DIVIDENDS		(473	)		(473	)

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS	$	(139,949	)	$	(92,493	)

NET INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED)	$	–		$	–

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC		42,422,951			41,305,278
DILUTED		43,604,301			42,449,523

The accompanying notes are an integral part of these financial statements.

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WINDGEN ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Unaudited)
	For the Three Months Ended
	March 31,
	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(139,476	)	$	(92,020	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for consulting services		50,000			–
Interest expense from debt discount		25,368			20,119
Related party consulting fee payable		28,000			3,100
Prepaid expense		2,302			10,390
Accounts payable		(14,644	)		(2,459	)
Accrued interest payable		774			986
Other receivable		–			(434	)
Net cash provided by (used in) Operating Activities		(47,676	)		(60,318	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by Investing Activities		–			–

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock		–			35,000
Proceeds from notes payable		42,500			–
Proceeds from shareholder advances		4,199			–
Bank overdraft		955			–
Net cash provided by Financing Activities		47,654			35,000

NET INCREASE (DECREASE) IN CASH	$	(22	)	$	(25,318	)
CASH AT BEGINNING OF PERIOD		22			33,278
CASH AT END OF PERIOD	$	–		$	7,960

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
Cash paid during the period for interest	$	–		$	–
Cash paid during the period for income taxes	$	150		$	150

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock Subscription Receivable for Exercise of Stock Options	$	10,000		$	10,000
Notes Payable Converted to Common Stock	$	45,500		$	–

The accompanying notes are an integral part of these financial statements.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS

Nature of Operations

From 1989 through 2008, InMedica Development Corporation (“InMedica”) and its then majority-owned subsidiary, MicroCor, Inc. (“MicroCor”) were engaged in research and development of a device to measure hematocrit non-invasively (the “Non-Invasive Hematocrit Technology” and/or the “Technology”).

On December 4, 2009, the Company changed its name from InMedica Development Corporation to WindGen Energy, Inc. (“WindGen”).

On June 24, 2010, WindGen terminated the former Development Agreement with Wescor and entered into a new agreement whereby WindGen transferred 230,000 shares of MicroCor common stock owned by WindGen reducing WindGen’s holdings in MicroCor from 1,700,000 common shares to 1,470,000 common shares, reducing its ownership percentage from 57% to 49%. Since WindGen’s ownership percentage is now less than 50%, MicroCor’s financial statements are no longer consolidated with WindGen’s financial statements. Synergistic Equities, Ltd. has acquired all of the shares of MicroCor previously owned by Chi Lin Technology, Ltd.

On April 17, 2009, we entered into a license agreement (the “License Agreement”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which we were granted the exclusive license to assemble and market WSR’s wind sail receptor energy generation devices using blades of 15 feet or less in length in the United States, Canada, the United Kingdom and Republic of Ireland, with nonexclusive rights in the rest of the world except Latin America. Under the License Agreement, we were to acquire 100 blades from WSR during the first year after WSR is able to manufacture the blades.

During 2010, the Company issued 1,900,000 shares of the Company’s restricted common stock to WSR in consideration of amending the License Agreement. The proposed amendment to the License Agreement between the Company and WSR was not executed. The reasons are various and include, but are not limited to, finalizing details regarding the need for the Company to be involved in assembly of the wind turbines in various license territories outside the US, final pricing that the units would be sold by WSR to the Company, final terms of the product warranty to be provided by WSR, and possible additional exclusive territory added to the License. Under the terms of the existing License Agreement, the Company intended to use its best efforts to obtain Federal, State, Local, or Private Grant Funds and to share these Grant Funds with WSR up to a sum of $1,000,000. To date the Company has not been successful in obtaining Grant Funds. No monetary disputes currently exist between the two companies.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS (Continued)

Nature of Operations (Continued)

On March 20, 2012, the Company entered into two new agreements with WSR. These two agreements replaced the exclusive sales and distribution License Agreement previously held by the Company. One agreement is a perpetual Royalty Agreement whereby WSR will pay to the Company a royalty on each Wind Sail Receptor Small Wind Turbine System sold in the United States and Canada. The royalty amounts payable are $250 for three foot blade diameter units sold, $500 for six foot blade diameter units sold and $1,500 for twelve foot blade diameter units sold. WSR has ordered its first 100 six foot blade diameter units and has indicated they will be ready for sale some time during July 2012. Once the six foot blade diameter units begin selling, the Company will receive the royalty income on a monthly basis. WSR has indicated it expects to have the twelve foot blade diameter units available for sale by the first quarter of 2013. The three foot blade system is still in development inasmuch as WST is co-developing a totally different type of generator that the blade will be attached to. Once the sale of the twelve foot blade diameter units begins, the royalty income to the Company will significantly increase. A further provision of the new agreement with WSR returns the 1,900,000 restricted shares of the Company’s Common Stock. These shares have been canceled on the books and records of the Company as of December 31, 2011, reducing the total issued and outstanding shares of the Company’s Common Stock. See “Note 1” to the financial statements.

The second agreement is a Dealer Agreement which awarded the Company a dealership for the exclusive sale and distribution of the Wind Sail Receptor Small Wind Turbines with a blade diameter not to exceed twelve feet for the United Kingdom and the Republic of Ireland. The Company anticipates that at some point during 2012 it will enter into a joint venture in the two territories for the sale, distribution and installation of the small wind turbine systems.

Basis of Presentation

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company generated negative cash flows from operations of $199,056 and $280,681 in 2011 and 2010, respectively, and net losses from operations of $326,869 and $348,363 in 2011 and 2010, respectively. As of March 31, 2012, the Company had an accumulated deficit of $9,895,333 and a working capital deficit of $285,758. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management’s operating plan includes pursuing additional fund raising as well as putting in place all the initial requirements in anticipation of the Company beginning operations and generating revenue in 2012.

Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock. At March 31, 2012 and 2011, there were 1,181,350 and 1,144,245 potentially dilutive common stock equivalents, respectively. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted 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.

Comprehensive Income

There are no components of comprehensive income other than the net loss.

Cash Equivalents

For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including receivables, accounts payable, accrued liabilities, and notes payable at March 31, 2012 and December 31, 2011 approximates their fair values due to the short-term nature of these financial instruments.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets are recorded under the provisions of the Financial Accounting Standards Board (FASB) ASC 350 (formerly Statement ASC No. 142 (SFAS 142), Goodwill and Other Intangible Assets). ASC 350 requires that an intangible asset that is acquired either individually or with a group of other assets (but not those acquired in a business combination) shall be initially recognized and measured based on its fair value. Goodwill acquired in business combinations is initially computed as the amount paid by the acquiring company in excess of the fair value of the net assets acquired.

Costs of internally developing, maintaining and restoring intangible assets (including goodwill) that are not specifically identifiable, have indeterminate lives, or are inherent in a continuing business and related to an entity as a whole, are recognized as an expense when incurred.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS (Continued)

Goodwill and Other Intangible Assets (Continued)

An intangible asset (excluding goodwill) with a definite useful life is amortized; an intangible asset with an indefinite useful life is not amortized until its useful life is determined to be no longer indefinite. The remaining useful lives of intangible assets not being amortized are evaluated at least annually to determine whether events and circumstances continue to support an indefinite useful life. If and when an intangible asset is determined to no longer have an indefinite useful life, the asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner as other intangibles that are subject to amortization.

An intangible asset (including goodwill) that is not subject to amortization shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. In accordance with ASC 350, goodwill is not amortized.

On March 20, 2012, the Company entered into two new agreements with Wind Sail Receptor, Inc. These two agreements replaced the exclusive sales and distribution license previously held by the Company. As part of these agreements, the 1,900,000 shares issued to Wind Sail Receptor, Inc. for the licensing rights were to be returned to the Company and cancelled. ASC 855-10-25 indicates the Company should recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the balance sheet date. Since the original License Agreement that resulted in the Company recording the intangible asset of $190,000 was being modified and replaced, the Company has determined that the stock cancellation and removal of the intangible asset should be recorded as of December 31, 2011. The financial statements presented as of March 31, 2012 reflect the cancellation of the 1,900,000 shares of stock and the removal from the books of the intangible asset. No gain or loss was recorded.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Standards

In December 2011, FASB issued ASU 2011-12 “Comprehensive Income (Topic 220).” In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05. The amendments are being made to allow the Board time to re-deliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the Board is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Management does not expect the adoption of ASU 2011-11 to have a material effect on the Company’s financial position, results of operations or cash flows.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

In June 2011, FASB issued ASU 2011-05 “Comprehensive Income (Topic 220).” Under the amendments in this Update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The amendments do not require any transition disclosures. Management elected early adoption and has presented the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of comprehensive income.

In May 2011, FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820).” The amendments in ASU 2011-04 change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include (1) those that clarify the Board's intent about the application of existing fair value measurement and disclosure requirements and (2) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. In addition, to improve consistency in application across jurisdictions some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way (for example, using the word shall rather than should to describe the requirements in U.S. GAAP). The amendments that clarify the Board's intent about the application of existing fair value measurement and disclosure requirements include (a) the application of the highest and best use and valuation premise concepts, (b) measuring the fair value of an instrument classified in a reporting entity's shareholders' equity, and (c) disclosures about fair value measurements that clarify that a reporting entity should disclose quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. The amendments in this Update that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements include (a) measuring the fair value of financial instruments that are managed within a portfolio, (b) application of premiums and discounts in a fair value measurement, and (c) additional disclosures about fair value measurements that expand the disclosures about fair value measurements. The amendments in ASU 2011-04 are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company does not expect the provisions of ASU 2010-29 to have a material effect on its financial position, results of operations or cash flows.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 – NOTES PAYABLE

On December 31, 2008, the Company converted $21,509 of accounts payable due to its attorney into a promissory note. At December 31, 2009, the balance due on this note was $22,799. During 2010, the Company paid-off the balance of this note by issuing 120,800 shares of the Company’s restricted common stock at $0.09 per share pursuant to the Company’s existing private placement offering and paying cash for the remainder of the balance.

On October 21, 2010, the Company borrowed $50,000 from a third party (the “2010 8% Note Holder”). The note was due on July 21, 2011 and carried an interest rate of 8% per annum (the “8% Note”). The 8% Note was convertible after six months at a conversion price of 55% of the market price of the common stock. On April 25, 2011, the note holder converted $10,000 of the note to 227,273 shares of common stock pursuant to the conversion formula of the note. On May 4, 2011, the note holder converted $10,000 of the note to 246,914 shares of common stock pursuant to the conversion formula of the note. On May 11, 2011, the note holder converted $10,000 of the note to 278,552 shares of common stock pursuant to the conversion formula of the note. On June 24, 2011, the note holder converted $12,000 of the note to 476,190 shares of common stock pursuant to the conversion formula of the note. On July 5, 2011, the 8% Note Holder converted the remaining $10,000 balance of the note to 393,701 shares of common stock pursuant to the conversion formula of the note. The remaining balance was made up of $8,000 in principal and $2,000 in interest. The note holder agreed to a flat fee of $2,000 for interest and has declared the note paid in full.

On June 30, 2011, the Company borrowed $25,000 from a third party (the “10% Note Holder”). The note is due 120 days from the date of the note and carries an interest rate of 10% per annum (the “10% Note”). The Company has extended the due date of the note for an additional 90 days. At March 31, 2012, $1,664 interest was due on the 10% Note.

On July 12, 2011, the Company borrowed $25,000 from a third party (the “2011 8% Note Holder”). The note is due on April 5, 2012 and carries an interest rate of 8% per annum (the “2011 8% Note #1”). The 2011 8% Note #1 is convertible after six months at a conversion price of 58% of the market price of the common stock. Since the note contains a beneficial conversion feature, the intrinsic value of the conversion feature was calculated at the commitment date of July 12, 2011. At that date, the market price of the stock was $0.055, the conversion price would have been $0.0319, and the note would have been convertible into 783,699 shares of common stock. The intrinsic value was calculated to be $18,160, which was recorded to debt discount and to additional paid-in capital. The debt discount was being amortized to interest expense over six months. On January 13, 2012, the note holder converted $10,000 of the note to 246,305 shares of common stock pursuant to the conversion formula of the note. On February 1, 2012, the note holder converted $8,000 of the note to 240,240 shares of common stock pursuant to the conversion formula of the note. On February 14, 2012, the note holder converted the remaining $7,000 of the note to 283,688 shares of common stock pursuant to the conversion formula of the note. The note has now been paid in full through conversion and the note holder has forgiven any and all of the 8% interest payable.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 – NOTES PAYABLE (Continued)

On September 12, 2011, the Company borrowed an additional $35,000 from the 2011 8% Note Holder. The note is due on June 6, 2012 and carries an interest rate of 8% per annum (the “2011 8% Note #2”). The 2011 8% Note #2 is convertible after six months at a conversion price of 55% of the market price of the common stock. The Company has the option to prepay the note at any time. Since the note contains a beneficial conversion feature, the intrinsic value of the conversion feature was calculated at the commitment date of September 12, 2011. At that date, the market price of the stock was $0.08, the conversion price would have been $0.044, and the note would have been convertible into 795,455 shares of common stock. The intrinsic value was calculated to be $28,636, which was recorded to debt discount and to additional paid-in capital. The debt discount is being amortized to interest expense over six months. At March 31, 2012, the remaining debt discount was $0. On March 13, 2012, the note holder converted $8,000 of the note to 363,636 shares of common stock pursuant to the conversion formula of the note. On March 23, 2012, the note holder converted $12,000 of the note to 555,556 shares of common stock pursuant to the conversion formula of the Note. As of March 31, 2012, the balance due on the 2011 8% Note #2 is $15,000, and the note was convertible into approximately 306,122 shares of common stock.

On January 9, 2012, the Company borrowed an additional $42,500 from the 2011 8% Note Holder. The note is due on October 11, 2012 and carries an interest rate of 8% per annum (the “2012 8% Note #1”). The 2012 8% Note #1 is convertible after six months at a conversion price of 60% of the market price of the common stock. The Company has the option to prepay the note at any time. Since the note contains a beneficial conversion feature, the intrinsic value of the conversion feature was calculated at the commitment date of January 9, 2012. At that date, the market price of the stock was $0.08, the conversion price would have been $0.048 and the note would have been convertible into 885,416 shares of common stock. The intrinsic value was calculated to be $28,333, which was recorded to debt discount and to additional paid-in capital. The debt discount is being amortized to interest expense over six months. At March 31, 2012, the remaining debt discount was $15,538. As of March 31, 2012, the balance due on the 2012 8% Note #1 is $42,500, and the note was convertible into approximately 867,347 shares of common stock.

At March 31, 2012, these notes had accrued interest of $2,142.

NOTE 4 – COMMON STOCK

The Company is authorized to issue 100,000,000 shares of common stock, $0.001 par value (the “Common Stock”), of which approximately 42,188,390 shares were issued and outstanding on March 31, 2012. All presently outstanding shares are duly authorized, fully-paid and non-assessable. Each share of the Common Stock is entitled to one vote on all matters to be voted on by the shareholders, such as the election of certain directors and other matters that directly impact the rights of the holders of such class. There is no cumulative voting in the election of directors. Holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors out of funds legally available therefore. In the event of any dissolution, winding up or liquidation of the Company, the shares of Common Stock will share ratably in all the funds available for distribution after payment of all debts and obligations. The holders of Common Stock are subject to any rights that may be fixed for holders of preferred stock as designated upon issuance.

On December 4, 2009, the Company changed its total authorized common shares from 40,000,000 to 100,000,000 shares.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4 – COMMON STOCK (Continued)

During 2009, the Company issued 15,000,000 shares of common stock for cash of $95,000 and a stock subscription receivable of $17,500. The stock issuances were the result of the exercise of a stock purchase option agreement with Law Investments CR, S.A., a Costa Rica corporation. During 2011 and 2010, $0 and $7,500, respectively, was paid toward the subscription receivable leaving a balance due of $10,000 at March 31, 2012.

During 2010, the Company completed the conversion of three of the four existing 8% Series A cumulative preferred shareholders by issuing 246,834 of the Company’s restricted common shares at a price of $0.50 per share plus a $5,000 cash payment to each preferred shareholder. The conversion of these preferred shares reduced the dividends payable from $64,309 at December 31, 2009 to $17,969 at December 31, 2010. As of March 31, 2012, the total dividends payable on the remaining shares of Series A cumulative preferred was $20,333.

During 2010 the Company issued 1,900,000 shares of the Company’s restricted common stock to Wind Sail Receptor in consideration of an amendment to the Company’s 2009 License Agreement with Wind Sail Receptor. The shares were valued at $0.10 per share. As of December 31, 2011, the Company recorded the cancellation of the 1,900,000 shares of common stock that were returned subsequent to year-end, as part of the new agreements with Wind Sail Receptors, Inc. (see “Note 1” above).

During 2010, the Company issued 4,222,969 shares of common stock for cash of $316,423 pursuant to the Company’s Rule 506 private placement.

During 2010, the Company issued 254,133 shares of the Company’s restricted common stock for the conversion of debt in the amount of $20,875.

During 2010, the Company issued 285,000 shares of the Company’s restricted common stock for services valued at $28,500.

During 2010, the Company registered 3,000,000 shares of its common stock on Form S-8 Registration Statement No. 333-168888, to be issued pursuant to the Company’s 2010 Employee and Consultant Compensation Plan (the “2010 Plan”). As of December 31, 2010, 700,000 of these shares had been issued for consulting services valued at $63,000. The consulting services were originally recorded as a prepaid expense.

During 2011, no shares of the Company’s common stock were issued to employees or consultants pursuant to the 2010 Plan.

During 2011, the Company issued 1,077,331 shares of common stock for cash of $80,800 pursuant to the Company’s Rule 506 private placement.

During 2011, the Company issued 1,622,630 shares of the Company’s restricted common stock for the conversion of debt in the amount of $52,000.

During 2011, the Company issued 50,000 shares of the Company’s restricted common stock for a non-refundable retainer fee related to a finder’s fee agreement the Company entered into. The shares were valued at $0.10 per share.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4 – COMMON STOCK (Continued)

On January 6, 2012, the Board of Directors awarded 100,000 shares of restricted common stock to Wendy Carriere, the Company’s Secretary/Treasurer, Chief Financial Officer and Director, valued at $0.075 per share, for her services in 2011. Since the shares were issued for services related to 2011, the shares were recorded as of December 31, 2011.

On February 8, 2012, the Company issued 500,000 shares of restricted common stock to Wakabayashi Fund LLC of Tokyo, Japan. The shares are for consulting services to be provided by the Wakabayashi Fund LLC to assist the Company to establish International recognition, international market making, international financial PR/IR, and capital formation. The shares were valued at $.10 per share.

NOTE 5 – PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock. The Company’s board of directors designated 1,000,000 shares of this preferred stock as Series A Cumulative Convertible Preferred Stock (“Series A Preferred”) with a par value of $4.50 per share. Holders of the Series A Preferred receive annual cumulative dividends of 8%, payable quarterly, which dividends are required to be fully paid or set aside before any other dividend on any class or series of stock of the Company is paid. Holders of the Series A Preferred receive no voting rights but do receive a liquidation preference of $4.50 per share, plus accrued and unpaid dividends. Series A Preferred stockholders have the right to convert each share of Series A Preferred to the Company’s common stock at a rate of 1.5 common shares to 1 preferred share.

On January 30, 2009, the Company entered into an agreement with MicroCor, its subsidiary (the “MicroCor Agreement”). The MicroCor Agreement provided for the Company to create a Series B class of preferred stock, without dividend or voting rights (the “Series B Preferred”), which would receive 100% of any future benefit from the sale, spin-off, merger or liquidation of MicroCor or the commercialization of its hematocrit technology. The shares of the Series B Preferred were to be distributed as a dividend, subject to compliance with federal and state securities laws and regulations, to the Company’s common stockholders, as of January 30, 2009. The creation of the Series B Preferred would prevent any holder of the Company’s common stock after January 30, 2009 from sharing in any future benefit of or to MicroCor through the expiration date of January 30, 2011. The Series B Preferred Stock was not issued to the common shareholders of record at January 30, 2009 inasmuch as no benefit occurred prior to the expiration date of January 30, 2011.

NOTE 6 - STOCK OPTIONS

There are no outstanding stock options at March 31, 2012.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 – EARNINGS PER SHARE

The following data show the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock:

	For the Three Months Ended March 31,
	2012			2011

Net Income (Loss)	$	(139,476	)	$	(92,020	)
Less: preferred dividends		(473	)		(473	)

Income (Loss) available to common stockholders used basic EPS	$	(139,949	)	$	(92,493	)

Weighted average number of common shares used in basic EPS		42,422,951			41,305,278

Effect of dilutive securities:
Convertible preferred stock		7,881			7,881
Convertible notes payable		1,173,469			1,136,364
Options		–			–

Weighted average number of common shares and dilutive potential common stock used in diluted EPS		43,604,301			42,449,523

NOTE 8 – DISCONTINUED OPERATIONS

On June 24, 2010, WindGen entered into an agreement with MicroCor, Inc., Chi Lin Technology Co., Ltd. and Wescor, Inc., whereby WindGen transferred 230,000 shares of MicroCor common stock owned by WindGen to Wescor, reducing WindGen’s holdings in MicroCor from 1,700,000 common shares to 1,470,000 common shares. WindGen’s percentage of ownership of MicroCor was reduced from approximately 57% to 49%. Since WindGen’s ownership percentage is below 50%, MicroCor’s financial statements are no longer consolidated with WindGen’s financial statements.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the first quarter of 2012, a shareholder advanced the Company $4,199 to pay various expneses.

During 2009, 2010 and 2011, the Company accrued consulting expenses of $60,000, $65,500 and $37,250 from officers of the Company. During the first quarter of 2012, the Company accrued additional consulting expenses of $28,000 for a total due officers of the Company of $190,750.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 9 – RELATED PARTY TRANSACTIONS (Continued)

During 2009, an entity associated with Company, paid various expenses on behalf of the Company. At December 31, 2009, the Company owed $24,514 to the related entity. During 2010, the Company paid-off the balance due to the related party by issuing 133,333 shares of the Company’s restricted common stock at $0.075 per share pursuant to the Company’s existing private placement offering and paying cash for the remainder of the balance.

NOTE 10 – JOINT DEVELOPMENT AGREEMENT

On June 24, 2010, WindGen terminated the former Joint Development Agreement with Wescor and entered into a new agreement whereby WindGen transferred 230,000 shares of MicroCor commons stock owned by WindGen reducing WindGen’s holdings in MicroCor from 1,700,000 common shares to 1,470,000 common shares, reducing its ownership percentage from 57% to 49%. Since WindGen’s ownership percentage is now less than 50%, MicroCor’s financial statements are no longer consolidated with WindGen’s financial statements. This transaction had the impact on WindGen’s financial statements of reducing the Company’s liabilities from December 31, 2009 in the amount of $570,019. Synergistic Equities Ltd acquired all of the shares of MicroCor previously owned by Chi Lin Technology, Ltd.

NOTE 11 – UNCERTAIN TAX POSITIONS

Effective January 1, 2007, the Company adopted the provisions of ASC 740 (formerly FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”). ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of ASC 740 did not have a material impact on the Company’s condensed consolidated financial position and results of operations. At March 31, 2012, the Company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.

Interest costs related to unrecognized tax benefits are classified as “Interest Expense, Net” in the accompanying consolidated statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended December 31, 2011. In many cases the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the Company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2008. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2011:

United States (a)		2008 – Present
__________
(a) Includes federal as well as state or similar local jurisdictions, as applicable.

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WINDGEN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 12 – NEW OFFICE LEASE

In July 2009, the Company moved its offices to 14550 N. Frank Lloyd Wright Blvd., Suite 100, Scottsdale, Arizona 85260, and began paying rent in the amount of $992.52 per month on a month-to-month basis. The lease for the office expired on July 31, 2011. The Company’s new office address is 8432 E. Shea Blvd., Suite 101, Scottsdale, Arizona 85260. Effective September 1, 2011, the Company is occupying approximately 400 square feet of office space at the new address on a month-to-month basis. The landlord is a non-affiliate shareholder of the Company and is not currently charging the Company rent. The Company may pay to the landlord rent in the form of shares of the Company's restricted common stock at some point in the future.

In addition, the Company maintains a satellite office located in Boulder City, Nevada in conjunction with the Company’s President, David Martin, and the Wind Sail Receptor Licensor. The Company does not pay any rent for this office.

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WINDGEN ENERGY, INC.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

WindGen Energy, Inc. ( “WindGen” or the “Company”) was incorporated as a Utah corporation on June 16, 1983 under the name of InMedica Development Corporation. On December 4, 2009, a majority of the Company’s shareholders executed a consent resolution to amend the Company’s Articles of Incorporation to change the Company’s name to WindGen Energy, Inc. (“WindGen” or the “Company”) and to increase the number of authorized common stock shares from 40,000,000 to 100,000,000. A Certificate of Amendment for such amendments was filed by the Company with the Secretary of State of Utah effective on December 16, 2009. The name change and the new trading symbol, “WGEI,” was approved by FINRA on March 16, 2010.

MicroCor, Inc.

In 1985, the Company acquired MicroCor, Inc., a Utah corporation (“MicroCor”), engaged in the development of certain medical technology products. During 2008, MicroCor continued to engage in research and development on MicroCor’s hematocrit technology (a method for measuring hematocrit non-invasively without drawing blood) pursuant to the Joint Development Agreement (the “Wescor Agreement”) with Wescor, Inc., a Utah corporation (“Wescor”). The Agreement provided for Wescor to manage and provide funding for MicroCor’s development of its hematocrit technology. Wescor assumed day-to-day management of MicroCor as of September 7, 2004; however, Wescor breached the Wescor Agreement in 2008 by ceasing to fund additional research, and as of December 30, 2008, the day-to-day management was transferred to three of MicroCor’s Directors: Larry Clark, Ralph Henson and Richard Bruggeman.

On June 24, 2010, the Company, Chi Lin Technology Co., Ltd., a corporation organized and existing under the laws of the Republic of China (“Chi Lin”), MicroCor and Wescor executed an amendment (the “Amendment”) to the Wescor Agreement. The Company owned 57% of MicroCor as a result of the Wescor Agreement and Wescor and Chi Lin owned the interest in MicroCor. MicroCor owns three (3) patents covering various aspects of its hematocrit technology.

The Amendment provided for: (i) all debts between the parties to be extinguished and cancelled; (ii) the Company to transfer such stock ownership to Wescor so that Wescor would own 36.8% of MicroCor and the Company would only own 49.0% of MicroCor; and (iii) the Company to loan funds to MicroCor for the maintenance of its patents through 2011. The Amendment was effective as of March 31, 2010.

The Amendment also provides that in the event there are any net revenues from MicroCor’s hematocrit technology in the future, such net revenues will be distributed as follows: (i) the first $150,000 to Wescor; (ii) the Company will be repaid any sums loaned to MicroCor for the patent maintenance; (iii) the next $150,000 split pro-rata 80% to the Company and 20% to Chi Lin; and (iv) the remaining net revenues split pro-rata among MicroCor’s three shareholder’s: the Company (49.0%); Wescor (36.8%) and Chi Lin (14.2%).

As a result of the Company transferring shares in MicroCor to Wescor pursuant to the Amendment, the Company’s ownership in MicroCor became only 49.0%. Therefore, the financial statements of MicroCor are no longer consolidated into and reported with the financial statements of the Company.

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WINDGEN ENERGY, INC.

Agreement with MicroCor, Inc.

On January 30, 2009, the Company entered into an agreement with MicroCor, its subsidiary (the “MicroCor Agreement”). The MicroCor Agreement provided for the Company to create a Series B class of preferred stock, without dividend or voting rights (the “Series B Preferred”), which would receive 100% of any future benefit from the sale, spin-off, merger or liquidation of MicroCor or the commercialization of its hematocrit technology should such an event occur prior to the expiration of the MicroCor Agreement. The shares of the Series B Preferred would be distributed as a dividend, subject to compliance with federal and state securities laws and regulations, to the Company’s common stockholders, as of January 30, 2009. The creation of the Series B Preferred would prevent any holder of the Company’s common stock after January 30, 2009 from sharing in any future benefit of or to MicroCor through the expiration date of January 30, 2011. The Series B Preferred Stock will no longer be issued to the common shareholders of record at January 30, 2009, as no commercial benefit from MicroCor’s hematocrit technology occurred prior to the expiration date of January 30, 2011.

Plan of Operation - Wind Energy

Since January 2009, management has refocused the Company on wind energy devices. On April 17, 2009, we entered into a license agreement (the “License Agreement”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which we were granted the exclusive license to assemble and market WSR’s wind sail receptor energy generation devices using blades of 15 feet or less in length in the United States, Canada, the United Kingdom and the Republic of Ireland, with nonexclusive rights in the rest of the world except Latin America. Under the License Agreement, we were to acquire 100 blades from WSR during the first year after WSR is able to manufacture the blades.

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Other Alternative Energy Products

Management of the Company is also considering additional products in the alternative energy field in the future. At such time as management determines that there are other products which the Company may purchase and/or distribute, the Company may change its name in order to better reflect its development of a broader base of clean alternative energy products more clearly. The Company is currently involved in discussions with a California based energy storage company involving lithium-ion batteries.

Results of Operations

No revenues from operations were received in 2011 and 2010, nor during the three months ended March 31, 2012. The Company generated negative cash flows from operations of $199,056 and $280,681 in 2011 and 2010, respectively, and net losses from operations of $326,869 and $348,363 in 2011 and 2010, respectively. As of March 31, 2012, the Company had an accumulated deficit of $9,895,333 and a working capital deficit of $285,758.

The Company had a net loss from continuing operations for the three months ended March 31, 2012 of $139,476, as compared to a net loss from continuing operations of $92,020 for the three month period ended March 31, 2011. The increase in the net loss from continuing operations resulted primarily from increased General and Administrative Expenses, Marketing Expenses, and Related Party Consulting Fees. These types of expenses will continue to increase in the future, subject to available funding, as we continue implementing our business plan.

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WINDGEN ENERGY, INC.

Liquidity and Capital Resources

During the first quarter of 2012, we sold no shares of restricted common stock.

During the fiscal years ended 2009 and 2010, liquidity was generated from the private placement of restricted common stock sold upon the exercise of the options granted to Law Investments CR, S.A., a Costa Rica corporation (“LI”) pursuant to the terms of the December 8, 2008 stock purchase option agreement (the “LI Agreement”). During 2009, the Company issued 15,000,000 shares of restricted common stock to LI for cash of $95,000 and a stock subscription receivable of $17,500. During 2010, $7,500 was paid toward the subscription receivable leaving a balance due of $10,000 at March 31, 2012.

On July 12, 2011, the Company borrowed $25,000 from a third party (the “2011 8% Note Holder”). The note is due on April 5, 2012 and carries an interest rate of 8% per annum (the “2011 8% Note #1”). The 2011 8% Note #1 is convertible after six months at a conversion price of 58% of the market price of the common stock. Since the note contains a beneficial conversion feature, the intrinsic value of the conversion feature was calculated at the commitment date of July 12, 2011. At that date, the market price of the stock was $0.055, the conversion price would have been $0.0319, and the note would have been convertible into 783,699 shares of common stock. The intrinsic value was calculated to be $18,160, which was recorded to debt discount and to additional paid-in capital. The debt discount is being amortized to interest expense over six months. On January 13, 2012, the note holder converted $10,000 of the note to 246,305 shares of common stock pursuant to the conversion formula of the note. On February 1, 2012, the note holder converted $8,000 of the note to 240,240 shares of common stock pursuant to the conversion formula of the note. On February 14, 2012, the note holder converted the remaining $7,000 of the note to 283,688 shares of common stock pursuant to the conversion formula of the note. The note has now been paid in full through conversion and the note holder has forgiven any and all of the 8% interest payable.

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WINDGEN ENERGY, INC.

On January 9, 2012, the Company borrowed an additional $42,500 from the 2011 8% Note Holder. The note is due on October 11, 2012 and carries an interest rate of 8% per annum (the “2012 8% Note #1”). The 2012 8% Note #1 is convertible after six months at a conversion price of 60% of the market price of the common stock. The Company has the option to prepay the note at any time. Since the note contains a beneficial conversion feature, the intrinsic value of the conversion feature was calculated at the commitment date of January 9, 2012. At that date, the market price of the stock was $0.08, the conversion price would have been $0.048 and the note would have been convertible into 885,417 shares of common stock. The intrinsic value was calculated to be $28,333, which was recorded to debt discount and to additional paid-in capital. The debt discount is being amortized to interest expense over six months. At March 31, 2012, the remaining debt discount was $15,538. As of March 31, 2012, the balance due on the 2012 8% Note #1 is $42,500, and the note was convertible into approximately 867,347 shares of common stock.

Going Concern

The Company’s independent registered public accounting firm has issued a going concern opinion on the Company’s consolidated financial statements for the years ended December 31, 2011 and 2010. See “Note 1” to the financial statements. The Company’s liquidity shortage will continue through 2012.

The Company’s continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management’s operating plan includes pursuing additional fund raising as well as putting in place all the initial requirements in anticipation of the Company beginning operations and generating revenue in 2012.

New Office Location

In July 2009, the Company moved its offices to 14550 N. Frank Lloyd Wright Blvd., Suite 100, Scottsdale, Arizona 85260, and began paying rent in the amount of $992.52 per month on a month-to-month basis. The lease for the office expired on July 31, 2011. The Company’s new office address is 8432 E. Shea Blvd., Suite 101, Scottsdale, Arizona 85260. The Company’s phone number remained unchanged. The Company’s new fax number is 1-888-480-2543. Effective September 1, 2011, the Company is occupying approximately 400 square feet of office space at the new address on a month-to-month basis. The landlord is a non-affiliate shareholder of the Company and is not currently charging the Company rent. The Company may pay to the landlord rent in the form of shares of the Company's restricted common stock at some point in the future.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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WINDGEN ENERGY, INC.

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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WINDGEN ENERGY, INC.

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings. None.

Item 1A.

Risk Factors. Not applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

During 2010 the Company issued 1,900,000 shares of the Company’s restricted common stock to Wind Sail Receptor, Inc. in consideration of an amendment to the Company’s 2009 License Agreement with Wind Sail Receptor. The shares were valued at $0.10 per share. On March 20, 2012, the Company entered into two new agreements with WSR. These two agreements replaced the exclusive sales and distribution 2009 License Agreement. Since the 2009 License Agreement resulted in the Company recording the intangible asset of $190,000 was being modified and replaced, the Company determined that the stock cancellation and removal of the intangible asset should be recorded as of December 31, 2011. Therefore, as of December 31, 2011, the Company recorded the cancellation of the 1,900,000 shares of common stock on the books and records of the Company, reducing the total number of issued and outstanding shares of the Company’s common stock. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 1” to the financial statements.

Item 3.

Defaults Upon Senior Securities. None.

Item 4.

Mining Safety Disclosures. Not applicable.

Item 5.

Other Information. None.

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WINDGEN ENERGY, INC.

Item 6.

Exhibits

Exhibit No.		Description

3.1		Certificate of Amendment filed with the Nevada Secretary of State on December 16, 2009 (1)
10.1(a)		Option to Purchase Common Stock between Synergistic Equities Ltd. and Chi Lin Technologies Co., Ltd., dated January 28, 2010 (2)
10.1(b)		Proxy dated January 28, 2010 between Chi Lin Technology Co., Ltd., Larry Clark and Richard Bruggeman (3)
10.2		Joint Development Agreement Amendment between the Company, Chi Lin Technology Co., Ltd., MicroCor, Inc., and Wescor, Inc. (4)
10.4(a)		Exclusive License Agreement between the Company and Wind Sail Receptor, Inc. dated April 17, 2009 (5)
10.4(b)		Dealer Agreement between the Company and Wind Sail Receptor, Inc. dated March 20, 2012 (6)
10.4(c)		Royalty Agreement between the Company and Wind Sail Receptor, Inc. dated March 20, 2012 (7)
31.1 *		Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 *		Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 *		Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2 *		Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS *		XBRL Instance Document **
101.SCH *		XBRL Taxonomy Extension Schema Document **
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document **
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB *		XBRL Taxonomy Extension Labels Linkbase Document **
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document **

__________________

*	Filed herewith.

**	In accordance with Rule 406T of Regulation S-T, this XBRL-related information shall be deemed to be “furnished” and not “filed.”

(1)	Incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed by the Company on April 15, 2010.

(2)	Incorporated by reference to Exhibit 10.1(e) of the Annual Report on Form 10-K filed by the Company on April 15, 2010.

(3)	Incorporated by reference to Exhibit 10.1(f) of the Annual Report on Form 10-K filed by the Company on April 15, 2010.

(4)	Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on on June 30, 2010.

(5)	Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on April 23, 2009.

(6)	Incorporated by reference to Exhibit 10.4(a) of the Annual Report on Form 10-K filed by the Company on April 13, 2012.

(7)	Incorporated by reference to Exhibit 10.4(b) of the Annual Report on Form 10-K filed by the Company on April 13, 2012.

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WINDGEN ENERGY, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WINDGEN ENERGY, INC.


Dated: May 15, 2012	By:	/s/ Ronald Conquest
		Ronald Conquest Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Dated: May 15, 2012	By:	/s/ Wendy Carriere
		Wendy Carriere Secretary/Treasurer, Chief Financial Officer and Director (Principal Accounting Officer)