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,
2008




Commission
File Number 333-13993








ROSEWIND
CORPORATION


(Exact
name of registrant as specified in its charter)





COLORADO
            47-0883144(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)16200 WCR 18E,
      Loveland, Colorado
            80537(Address
      of principal executive offices)
            (Zip
      code)





(970)
635-0346


(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: None





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):  Yes  [
]     No [X]





The
aggregate market value of the voting stock held by non-affiliates (2,139,000
shares of no par value Common Stock) was $ 684,480 as of September 24, 2008. The
stock price for computation purposes was $ 0.32 per share, based on the fact
that the final trade for the Registrant’s Common Shares on the OTCBB on
September 24, 2008 was at $ 0.32 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, November 7, 2008 was: 3,389,000 shares.


-
1 -





ROSEWIND
CORPORATION


(A
Development Stage Company)




FORM
10-K FOR THE YEAR ENDED AUGUST 31, 2008




TABLE
OF CONTENTS







PART
      I
            PageItem
      1.  Description of Business
            3Item
      2.  Description of Property
            9Item
      3.  Legal Proceedings
            9Item
      4.  Submission of Matters to a Vote of Security
    Holders
            11PART
      IIItem
      5.  Market for Common Equity and Related Stockholder
      Matters
            10Item
      6.  Management’s Discussion and Analysis or Plan of
      Operation
            12Item
      7.  Financial Statements
            15Item
      8.  Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure
            28Item
      8A. Contols and Procedures
            28Item 8B. Other Information
            29PART
      IIIItem
      9.   Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act
            29Item
      10. Executive Compensation
            32Item
      11. Security Ownership of Certain Beneficial Owners and Management And
      Related Stockholder Matters
            32Item
      12. Certain Relationships and Related Transactions
            33Item
      13. Exhibits
            34Item
      14. Principal Accountant Fees and Services
            34




-
2 -




Part I.





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 the current focus of our business, 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.  Our captain, 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.





We have
borrowed money from our President and we have conducted a private placement and
an IPO 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 the services of our captain to operate our
vessel on offshore voyages to intensely train two students. 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.





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 August 31, 2008 and the date of this report we have trained one student on
a  two week voyage during early June.





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 and
certifications in Australia or other jurisdictions. 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 out come.





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.




Our
unique curriculum consists of a  fast track experience for up to two
student sailors who will voyage for a  week or more under the
direction of our Captain, Michael Wiegand. Topics covered will
include:





·     Marine Environment and Safety at
Sea


·     Life Rafts and Ditch
Bags


·     Medical Preparedness and First
Aid


·     Features off Offshore Capable
Vessels


·     Rigging and Deck
Gear


·     Tools, Mechanical and Electrical
Skills


·     Sails, Rope work and
Sewing


·     Sail Handling


·     12 Volt Electrical
Systems


·     Boat Electronics, Instruments, Radio
and Radar


·     Auxiliary
Diesel Maintenance and Repair


-
3 -




·     Heavy Weather
Seamanship


·     Weather, Pilot Charts and
Navigation


·     Passagemaking


·     Boat Maintenance, Provisioning and
Waste Disposal


·     Ships Papers, Zarpes and
Permits




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. We have posted our
brochure on our website:www.rosewindsailanddive.com




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 may 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 will 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 rendevous and maintenance activities,
were claimed 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.We cannot assure you that in the future
we will apply for or successfully obtain regulatory
approvals.




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 and has not had, and is not
expected to have, a material adverse effect on our planned revenue or
competitive position.




PRODUCT
LIABILITY




Our
service exposes the Company to liability claims by students and others. The
company has no insurance. A liability or other legal claim 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. Communication with our vessel is
by satellite phone while at sea and by land telephone, cell phone, fax or
internet, as available, while in port.


-
4 -


The
following data includes our vessel’s size, age and other data extracted from the
“Report of Survey.”





Vessel
      Name
            Six
      StringHailing
      Port
            Loveland,
      ColoradoMake/Model
            Jason
      35 CutterType
            Aft
      cockpit, cutter rigged sailing vesselNavigation
      Limits
            Suitable
      for recreational costal and offshore serviceCurrent
      Fair market Value
            $43,000
      to $47,000Replacement
      Value as Equipped
            $320,000Model
      Year
            Hull
      constructed 1982 with launch date in 1986Builder
            Custom
      Yacht Builders, Ontario, CanadaHIN
      Number
            Canadian
      Issued: 0781B3401Official
      Number
            Federal
      Documentation 1092461Aux.
      Propulsion
            Yanmar
      Deisel-new in 2005Hull/Deck
      Color
            WhiteLOA
            34
      feet 6 inchesLWL
            27
      feet 4 inchesBeam
            11
      feet 2 inchesDraft
            5
      feetDisplacement
            16,800
      pounds dry weightSail
      Area
            634
      square feet, Cutter rigged




Other
vessel equipment includes:




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





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




We have
two employees.





RISKS
RELATED TO OUR BUSINESS





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





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




-
5 -





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





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




SINCE WE
HAVE NO REVENUES AND OUR COMPANY IS NEW AND HAS NOT COMENCED PLANNED OPERATIONS,
WE WILL NOT BE ABLE TO GENERATE ANY REVENUE IN THE NEAR FUTURE. FURTHER, THERE
IS NO ASSURANCE THAT WE WILL EVER GENERATE ANY REVENUE. WE HAVE NOT GENERATED
ANY 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 remaining cash is sufficient to sustain our business for a
maximum of six months from the date of this report. 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 COST OF DOING BUSINESS WILL 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 NASD
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 $20,000
annually. This is in addition to all of the other cost of doing business.
Therefore, it is essential that we grow our business rapidly to achieve profits
and maintain adequate cash flow to pay the cost of remaining public. If we fail
to pay public company costs, as such costs are incurred, we will become
delinquent in our reporting obligations and our shares may no longer remain
qualified for quotation on a public market.




WE ARE AT
AN EARLY STAGE OF DEVELOPMENT.  WE HAVE BEGUN TO MARKET BUT HAVE NOT
YET GENERATED 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. A commitment of substantial resources by us to
further refit and equip our vessel with safety equipment will be required to
ready our vessel for operation as a training vessel . We do not know if we will
be able to complete these tasks. We have not yet located paying students
for  training aboard our vessel. Accordingly, we do not know if and
when we will generate revenue. Because of these uncertainties, we might never
generate enough revenue to allow shareholders to recoup and profit from their
investment.




-
6 -


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, 2008, our accumulated losses are $ 194,796.
Since inception we have earned no 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 or of our Captain 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 AND SUPPLIES AND MARKETING COSTS. WE MIGHT NOT BE ABLE TO OBTAIN
ADDITIONAL FUNDING ON ACCEPTABLE TERMS, IF AT ALL. WITHOUT ADDITIONAL FUNDING,
WE WILL FAIL.





We will
require substantial additional funds to achieve self sustaining operation of our
sailing school. We may seek further funding through public or private equity or
debt financings, collaborative arrangements with sailboat charter groups or
agents or from other sources. Further equity financings may substantially dilute
shareholders' investment in our shares. If we cannot obtain the required
additional funding, then investors will not be able to recoup their investment
or to profit from their investment.




In
addition, we have limited experience in marketing and sales and we intend to
develop only a very limit sales and marketing infrastructure to commercialize
our service




SINCE WE
HAVE ONLY ONE DIRECTOR WHO ALSO SERVES AS OUR PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY, DECISIONS WHICH AFFECT THE COMPANY WILL BE MADE BY ONLY ONE
INDIVIDUAL. FURTHER, OUR CAPTAIN IS THE SON OF OUR SOLE DIRECTOR, PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY. 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
BUSINES.





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




-
7 -


WE
DEPEND UPON OUR KEY PERSONNEL AND THEY WOULD BE DIFFICULT TO
REPLACE.




We
believe that our success will depend on the continued involvement of our senior
management, i.e. our President, James B. Wiegand, who is involved in other
business activities and with whom we have no written employment agreement.
Further, our Captain, Michael Wiegand, who is the son of our President, has no
written employment contract with the Company. If our Captain or President
becomes unwilling or unable to continue to serve then operations could be
restricted, delayed  or cease. If one or more members of our team were
unable or unwilling to continue in their present roles our business would suffer
or close down and investors would likely loose all money invested.





Mr. James
B. Wiegand will contribute an average of approximately five hours per week to
the affairs of the Company.




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 in
the short term. As of the date of this report, we have trained only one student
on a two week voyage from New Zealand to New Caledonia ending in June 2008. The
student responded to our classified advertisement and was booked on a one
time  “share expense” basis such that we could initiate our training
operations without further delay. The student provided us with a handwritten
letter of recommendation and we now provide a copy of this letter to prospective
students. We do not presently anticipate making any more voyages where students
are trained on a “ share expense” basis. 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 client or staff member could be injured or lost at sea in spite of
precautions. In the event our company encounters a serious and sustained problem
with its operations, shareholders would likely lose their entire
investment





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





Securing
and maintaining licenses deemed necessary by any governmental jurisdiction for
commercial use of our sailing vessel will be expensive and time consuming.
Should this or any related requirement significantly delay or prevent us from
generating revenue from our vessel and planned operations, then our cash
reserves could be depleted. An unfavorable outcome in connection with this risk
is possible, however we will not be in a position to predict the outcome. In the
event we are unable to comply, we could be forced to abandon efforts to secure
licenses and certifications in Australia or other jurisdiction. A significantly
unfavorable and continuing outcome in connection with these risks will likely
cause an investor to loose his entire investment.




REGULATORY
AND LOCAL ADMINISTRATIVE AUTHORITIES HAVE THE POWER TO INTRODUCE NEW
REGULATIOINS THAT REQUIRE ADDITIONAL, AND POTENTIALLY EXPENSIVE COMPLIANCE.
SINCE WE HAVE NO HISTORY WITH OUR SERVICE, WE MIGHT BE UNABLE OR UNWILLING TO
COMPLY WITH SUCH NEW REGULATON.




Unanticipated
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 loose their
entire investment.




-
8 -





IF OUR
COMPETITORS SUCCEED IN DEVELOPING COMPETING SERVICES EARLIER THAN WE DO, IN
OBTAINING REGULATORY APPROVALS THAT MAY BECOME MANDANTORY FOR SUCH SERVICES MORE
RAPIDLY THAN WE DO, OR IN DEVELOPING SERVICES THAT ARE MORE EFFECTIVE OR LESS
EXPENSIVE THAN THE SERVICES WE DEVELOP, WE WILL HAVE DIFFICULTY COMPETING WITH
THEM.




We might
expend our resources to develop services that will face competition from our
competitors and our services might not be successful 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 to the
market our services.




EVEN IF
WE CONTINUE TO EXPEND THE FUNDS NECESSARY TO MAINTAIN  OUR
YACHT  TO THE HIGH STANDARD NECESSARY FOR SAFETY AT SEA AND
CONTINUED  OPERATION OF THE SAILING SCHOOL, AND EVEN IF OUR KEY
PERSONNEL ARE AVAILABLE LONG TERM, 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:




·     demonstration of the efficacy and
safety of our training methods and planned curriculum;


·     cost-effectiveness;


·     potential advantages of alternative
sailing schools which may offer similar opportunities;


·     the effectiveness of marketing through
classified advertisements.


·     achieving market acceptance of our
hands-on approach to the training of sailors.




OUR
CAPTAIN, YACHT AND ALL COMPANY OPERATIONS ARE PRESENTLY UNINSURED AND WILL
CONTINUE TO BE UNINSURED AND THUS WE ARE, AND WILL REMAIN, EXPOSED TO UNLIMITED
POTENTIAL LIABILITY RISKS FROM CLIENTS, STAFF OR OTHERS.




Our
planned sailing school operations create a risk of liability for injury or loss
of life of participants. We manage our liability risks by following the proper
protocols of good seamanship. We intend to operate without liability or asset
loss or damage insurance. Such insurance is expensive and difficult to obtain.
In the future, insurance coverage will not be available to us on acceptable
terms, if at all. Further, without insurance our marketing efforts may not
succeed and we may be barred from operating from otherwise available ports. As
we are unable to obtain sufficient insurance coverage on reasonable terms or to
otherwise protect against potential liability claims we might not be able to
commercialize our sailing school. If we face a future liability claim or loss of
our uninsured yacht we will suffer a material adverse effect on our financial
condition and will likely cease operations, close the sailing school and our
investors would loose 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 need for additional space.






Item
3. Legal Proceedings




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


-
9 -





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





None








Item
5. Market for Common Equity and Related Stockholder Matters.







MARKET
INFORMATION




Our
Common Stock is quoted on the OTCBB. The symbol is RSWN.




HOLDERS





As of the
date of this report, there were approximately 77 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.




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 March
1, 2005, we issued to James B. Wiegand 100,000 shares of our common stock in
consideration of $500 in fees and expenses incurred as part of organizing the
Company.




On March
4, 2005 we issued to James B. Wiegand 1,150,000 shares of our common stock in
exchange for our sailing vessel.




-
10 -





On
September 20, 2005 we issued to Max Gould 600,000 shares of our common stock in
consideration for his services valued at $24,000.




On
September 20, 2005 we issued to Michael Wiegand, our Captain and son of James B.
Wiegand, 700,000 shares of our common stock in consideration for his services
valued at $28,000.




On
September 20, 2005 we issued to Sonja Gouak 50,000 shares of our common stock in
consideration for her services valued at $2,000.




On
September 20, 2005 we issued to Martha Sandoval 50,000 shares of our common
stock in consideration for her services valued at $2,000.




On March
30, 2006, we issued Mr. Craig A. Olson 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mr. Craig K. Olson 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mrs. Shirley Hale 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mr. Larry Willis 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mr. Neil Montagino 50,000 shares of our common stock in
consideration for $5,000.




On March
30, 2006, we issued Mr. Roger May 50,000 shares of our common stock in
consideration for $5,000.





On
November 16, 2007, all proceeds from the sale of 238,000 common shares
registered in connection with our IPO amounting to $59,750 were deposited into
our checking account.  Thjs cash is being used to build our business
under the plan detailed in our IPO Propsectus.




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.




-
11 -


Item
6. Management’s Discussion and Analysis or Plan of Operation





Forward-looking
statements





The
following discussion should be read in conjunction with the financial statements
of Rosewind Corporation (the “Company”), which are included elsewhere in this
Form 10-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, 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 Quarterly Report on Form 10-Q. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information or future events.





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





Plan of
Operation




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.




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, 2008 and the date of this
Form 10-K,we had no 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. We are evaluating the seasonal
relocation of our vessel as a potential strategy to partially offset loss of
revenue caused by weather and cyclone restrictions.





Additionally,
we may complete significantly less than the six one week training voyages each
quarter because we may not be able to book 100% of available voyage dates and
there may be cancellations or other events that are beyond our control.Therefore,
we are unable to predict the annual cash flow and profitability of the sailing
school once sailing school operations are commenced.





Our
captain has found our vessel to be sound and seaworthy during his 2005-2006
voyage from Florida to Ecuador. After minor modifications to the deck plan our
captain single-handed our vessel from Ecuador to Australia and has thus
demonstrated that our vessel can be sailed by our captain with no assistance
from others. We believe this is key to our business plan in that the clients we
are training will not need to contribute to the operation of the vessel should
they become incapacitated during a voyage.


-
12 -


Our target client will likely be a
novice sailing enthusiast looking to join the crew of such a boat or who is
shopping for, or has just purchased a cruising sailboatThe training conducted by our sailing
school will help the client select and equip a sailing vessel and prepare
themselves for crossing oceans 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.  We anticipate
that by continuing to advertise we can locate and  book students and
thereafter begin generating 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 clients 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, however, we
have not conducted any trial advertising to evaluate response rates, closing
rates, booking procedures or any other aspect of our planned advertising and
student booking activities.





We
believe that we will be most successful by advertising consistently each month.
This was done during the eight month period preceding our first training voyage.
Our advertisements  contain our office phone number and the address of
our website. 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. The one
student we trained to date did locate us through our classified advertisement.
Therefore, we plan to continue monthly advertising and have added a photo of our
vessel to run with the copy. We have also soliciting editorial coverage for our
sailing school. One editorial has been written and published in the November
2008 edition of “Cruising World” magazine. An improved response to our
advertising may result however a significant improvement in
our  revenues is not assured.





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.





Estimated
Quarterly Operating Expenses ( Assuming six, one week training voyages per
Quarter)





Staff
            
            $
            4,000Fuel
      and
      Phone
            
            
            500Provisions
      and Supplies
            
            
            2,700Travel
      and
      Lodging
            
            
            500Note
      Interest
            
            
            500Home
      Office
      Rent
            
            
            300Bookkeeper
            
            
            250Total
            
            $
            8,750





-
13 -


Estimated
Annual Public Company Costs





Annual
      Audit, Form 10-K, Form
      10Qs
            
            
            13,000Annual
      Transfer
      agent
            
            
            3,600Annual
      legal and SEC
      Filing
            
            
            3,000Total
      Annual Public Company Costs
            
            $
            19,6000





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.





Our
Expected Cash flow. Optimum Outcome.





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 any training voyages or generate any revenue.




Quarterly
      Revenue from Training Voyages
              $1,750
      per student X 2 students X 6 voyages
            
            $
            -
            
            
            $
            21,000Quarterly
      Operating Expense
            
            
            8,750Quarterly
      Public Company Expense
            
            
            5,000Quarterly
      Marketing Expense
            
            
            750Less
      Total Quarterly Expenses (subtotal)
            
            
            (14,500
            )Estimated
      Quarterly Cash Flow
            
            
            
            
            
            $
            6,500





Vessel
Maintenance




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.





Our  current
maintenance strategy is to perform a major haul-out annually during the local
cyclone season when we cannot go to sea for training voyages. During our
September-October 2008 haul-out in Brisbane, Australia we have thus far incurred
expenses of approximately $8,000 for repairs and maintenance. These expenses
were recently incurred and are  subsequent to our year end. They will
be further discussed in our first quarter 2009 financial report on Form 10Q. We
anticipate further maintenance and upgrade expenses will be required to ready
our vessel for the training  voyages we are now attempting to book for
the upcoming  cyclone-free season. 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
Potential for Growth.





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 any revenue. We continue our efforts to
book students for our planned voyages, and we are encouraged by the recent
editorial coverage we receivedin a major sailing
magazine.





Financial
Condition and Results of Operation





We are a
development stage company. We have relocated and significantly prepared our
vessel for operation as a sailing school, but, as of August 31, 2008 and the
date of this report we have not yet booked any regular paying
students.


-
14 -




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 have
had no operating revenues since inception, March 1, 2005 through August 31, 2008
and the date of this report.  We have incurred expenses totaling
$194,796 as of August 31, 2008. 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  $ 195,245 as of
August 31, 2008. As of the date of this report our losses continue to
mount.





Our net
loss increased by $8,219 or 17% to $57,141 from $48,173 for the year ended
August 31, 2008 compared with  the prior year ended August 31, 2007.
This was primarily attributed the net effect of the following two
factors:





1.           General and administrative expenses
increased by $10,514, or 52%, to $30,658 for the year ended August 31,
2008  from $20,144 for the prior year ended August 31, 2007. We
attribute this increase in expenses to completion of our IPO, hiring a transfer
agent and to costs associated with our successful applications at FINRA and the
NASD for quotation on the OTCBB.





2.           Professional fees increased by $3,101
to $20,451 for the year ended August 31, 2008 from $17,350 for the prior year
ended August 31, 2007. This is attributable to increased frequency and cost of
accounting and auditing services, legal fees costs associated
with  quotation on the OTCBB.





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.





At August
31, 2008,  we had $37,643 in cash and a working capital deficit
of  $10,308.  As of the date of this report our liquidity and
capital resources continue to decline and  our ability to generate
student revenue remains unproven.







Item
7. Financial Statements.





The
financial statements and supplementary data required by this item are
submitted on page 19 of this report.




-
15 -


Index
to Financial Statements











Report
      of Independent Registered Public Accounting Firm
            17Balance
      Sheets
            18Statements
      of Operations
            19Statements
      of Stockholders’ Equity
            20Statements
      of Cash Flows
            21Notes
      to the Financial Statements
            22








-
16 -







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors
 Rosewind
Corporation
 (a
development stage company)
 Loveland,
Colorado
  We have
audited the balance sheets of Rosewind Corporation (a development stage company)
as of August 31, 2008 and 2007, and the related statements of operations,
stockholders’ equity and cash flows for each of the two years in the period
ended August 31, 2008, and from inception on March 1, 2005 through August 31,
2008. 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.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
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 (a development
stage company) as of August 31, 2008 and 2007, and the results of its operations
and its cash flows for the years then ended, and from inception on March 1, 2005
through August 31, 2008, in conformity with United States generally accepted
accounting principles.
  We were
not engaged to examine management's assertion about the effectiveness of
Rosewind Corporation’s (a development stage company) internal control over
financial reporting as of August 31, 2008 and, accordingly, we do not express an
opinion.
  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
10, 2008
  -
17 -


ROSEWIND
CORPORATION


(A
Development Stage Company)


Balance
Sheets








August
      31,
            
            
            August
      31,2008
            
            
            2007AssetsCurrent
      Assets:Cash
            
            $
            37,643
            
            
            $
            23,358Prepaid
      asset
            
            
            164
            
            
            
            —Total
      current assets
            
            
            37,807
            
            
            
            23,358Property
      and equipment, net
            
            
            36,266
            
            
            
            36,315Total
      assets
            
            $
            74,073
            
            
            $
            59,673Liabilities
      and Shareholders’ EquityCurrent
      liabilities:Accrued
      interest payable, related party
            
            $
            —
            
            
            $
            4,726Accounts
      payable
            
            
            —
            
            
            
            1,741Loans
      payable to related party
            
            
            48,115
            
            
            
            34,400Total
      current liabilities
            
            
            48,115
            
            
            
            40,867Shareholders’
      equity (Notes 1 and 3):Common
      stock, no par value; 20,000,000 shares authorized,3,389,000
      and 3,150,000 shares issued and outstanding, respectively
            
            
            205,250
            
            
            
            145,500Additional
      paid-in capital
            
            
            16,004
            
            
            
            11,461Accumulated
      other comprehensive gain
            
            
            449
            
            
            
            417Accumulated
      deficit
            
            
            (500
            )
            
            
            (500
            )Deficit
      accumulated during development stage
            
            
            (195,245
            )
            
            
            (138,072
            )Total
      shareholder’s equity
            
            
            25,958
            
            
            
            18,806Total
      liabilities and shareholders' equity
            
            $
            74,073
            
            
            $
            59,673




See
accompanying notes to financial statements




-
18 -








ROSEWIND
CORPORATION


(A
Development Stage Company)


Statements
of Operations





March
      1,2005(Inception)For
      the Year Ended
            
            
            ThroughAugust
      31,
            
            
            August
      31,2008
            
            
            2007
            
            
            2008Revenue
            
            $
            —
            
            
            $
            —
            
            
            $
            —Operating
      expenses:Professional
      fees
            
            
            20,451
            
            
            
            17,350
            
            
            
            42,355Contributed
      services, related party (Note 3)
            
            
            3,875
            
            
            
            9,396
            
            
            
            13,271General
      and administrative
            
            
            30,658
            
            
            
            20,144
            
            
            
            132,704Total
      operating expenses
            
            
            54,984
            
            
            
            46,890
            
            
            
            188,330Loss
      from operations
            
            
            (54,984
            )
            
            
            (46,890
            )
            
            
            (188,330
            )Other
      Income (Expense)Interest
      expense
            
            
            (2,189
            )
            
            
            (2,064
            )
            
            
            (6,915
            )Total
      other expenses
            
            
            (2,189
            )
            
            
            (2,064
            )
            
            
            (6,915
            )Net
      loss
            
            
            (57,173
            )
            
            
            (48,954
            )
            
            
            (195,245
            )Other
      Comprehensive Income (Loss)Gain
      on foreign currency exchange
            
            
            32
            
            
            
            417
            
            
            
            449Total
      Comprehensive Loss
            
            $
            (57,141
            )
            
            $
            (48,537
            )
            
            $
            (194,796
            )Basic
      and diluted loss per share
            
            $
            (0.02
            )
            
            $
            (0.02
            )Basic
      and diluted weighted averagecommon
      shares outstanding
            
            
            3,383,776
            
            
            
            3,150,000




See
accompanying notes to financial statements




-
19 -








ROSEWIND
CORPORATION


(A
Development Stage Company)


Statements
of Changes in Shareholders' Equity








DeficitAccumulated
            
            
            
            
            
            AccumulatedAdditional
            
            
            Other
            
            
            
            
            
            DuringCommon
      Stock
            
            
            Paid-in
            
            
            Comprehensive
            
            
            Accumulated
            
            
            DevelopmentShares
            
            
            Amount
            
            
            Capital
            
            
            Loss
            
            
            Deficit
            
            
            StageBalance
      at March 1, 2005 (inception)
            
            
            100,000
            
            
            $
            500
            
            
            $
            100
            
            
            $
            —
            
            
            $
            (500
            )
            
            $
            —Common
      stock issued in exchange for aSailing
      vessel at $0.034 per share
            
            
            1,150,000
            
            
            
            39,000
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Net
      loss, period ended August 31, 2005
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (18,677
            )Balance
      at August 31, 2005
            
            
            1,250,000
            
            
            
            39,500
            
            
            
            100
            
            
            
            —
            
            
            
            (500
            )
            
            
            (18,677
            )Common
      stock issued for servicesat
      $0.04 per share
            
            
            700,000
            
            
            
            28,000
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Common
      stock issued for services to arelated
      party at $0.04 per share
            
            
            700,000
            
            
            
            28,000
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Common
      stock issued for cashat
      $0.10 per share
            
            
            500,000
            
            
            
            50,000
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Contributed
      capital
            
            
            —
            
            
            
            —
            
            
            
            1,965
            
            
            
            —
            
            
            
            —
            
            
            
            —Net
      loss, year ended August 31, 2006
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (70,441
            )Balance
      at August 31, 2006
            
            
            3,150,000
            
            
            
            145,500
            
            
            
            2,065
            
            
            
            —
            
            
            
            (500
            )
            
            
            (89,118
            )Contributed
      capital
            
            
            —
            
            
            
            —
            
            
            
            925
            
            
            
            —
            
            
            
            —
            
            
            
            —Office
      space contributed by an officer
            
            
            —
            
            
            
            —
            
            
            
            1,200
            
            
            
            —
            
            
            
            —
            
            
            
            —Services
      contributed by an officer
            
            
            —
            
            
            
            —
            
            
            
            7,271
            
            
            
            —
            
            
            
            —
            
            
            
            —Foreign
      currency exchange gain
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            417
            
            
            
            —
            
            
            
            —Net
      loss, year ended August 31, 2007
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (48,954
            )Balance
      at August 31, 2007
            
            
            3,150,000
            
            
            
            145,500
            
            
            
            11,461
            
            
            
            417
            
            
            
            (500
            )
            
            
            (138,072
            )Common
      stock issued for cash at $0.25 per share
            
            
            239,000
            
            
            
            59,750
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Contributed
      capital
            
            
            —
            
            
            
            —
            
            
            
            669
            
            
            
            —
            
            
            
            —
            
            
            
            —Office
      space contributed by an officer
            
            
            —
            
            
            
            —
            
            
            
            1,200
            
            
            
            —
            
            
            
            —
            
            
            
            —Services
      contributed by an officer
            
            
            —
            
            
            
            —
            
            
            
            2,674
            
            
            
            —
            
            
            
            —
            
            
            
            —Foreign
      currency exchange gain
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            32
            
            
            
            —
            
            
            
            —Net
      loss, year ended August 31, 2008
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (57,173
            )Balance
      at August 31, 2008
            
            
            3,389,000
            
            
            $
            205,250
            
            
            $
            16,004
            
            
            $
            449
            
            
            $
            (500
            )
            
            $
            (195,245
            )




See
accompanying notes to financial statements




-
20 -








ROSEWIND
CORPORATION


(A
Development Stage Company)


Statements
of Cash Flows








March
      1,2005(Inception)For
      The Year Ended
            
            
            ThroughAugust
      31,
            
            
            August
      31,2008
            
            
            2007
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (57,173
            )
            
            $
            (48,954
            )
            
            $
            (195,245
            )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      expense
            
            
            7,515
            
            
            
            6,420
            
            
            
            23,029Contributed
      capital to fund expenses
            
            
            4,543
            
            
            
            9,396
            
            
            
            15,904Common
      stock issued for services
            
            
            —
            
            
            
            —
            
            
            
            56,000Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid services
            
            
            (164
            )
            
            
            1,000
            
            
            
            (164
            )Increase
      (decrease) in accounts payableand
      accrued liabilities
            
            
            480
            
            
            
            4,222
            
            
            
            7,363Net
      cash used inoperating
      activities
            
            
            (44,799
            )
            
            
            (27,916
            )
            
            
            (93,113
            )Cash
      flows from investing activities:Cash
      paid for fixed assets
            
            
            (7,466
            )
            
            
            —
            
            
            
            (20,294
            )Net
      cash used ininvesting
      activities
            
            
            (7,466
            )
            
            
            —
            
            
            
            (20,294
            )Cash
      flows from financing activities:Common
      stock issued for cash
            
            
            59,750
            
            
            
            —
            
            
            
            109,750Proceeds
      from related party loans
            
            
            6,800
            
            
            
            2,400
            
            
            
            41,200Net
      cash provided byfinancing
      activities
            
            
            66,550
            
            
            
            2,400
            
            
            
            150,950Net
      change in cash
            
            
            14,285
            
            
            
            (25,516
            )
            
            
            37,543Cash,
      beginning of period
            
            
            23,358
            
            
            
            48,874
            
            
            
            100Cash,
      end of period
            
            $
            37,643
            
            
            $
            23,358
            
            
            $
            37,643Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
            
            $
            —
            
            
            $
            —
            
            
            $
            —Interest
            
            $
            —
            
            
            $
            —
            
            
            $
            —NON
      CASH FINANCING ACTIVITIES:Common
      stock issued for services
            
            $
            —
            
            
            $
            —
            
            
            $
            56,000




See
accompanying notes to financial statements




-
21 -




ROSEWIND
CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


August
31, 2008 and 2007





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.




-
22 -


ROSEWIND
CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


August
31, 2008 and 2007





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:








2008
            
            
            2007Deferred
      tax assets:NOL
      Carryover
            
            $
            38,400
            
            
            $
            22,200Related
      Party Accruals
            
            
            -
            
            
            
            1,400Valuation
      allowance
            
            
            (38,400
            )
            
            
            (23,600
            )Net
      deferred tax asset
            
            $
            -
            
            
            $
            -








The
income tax provision differs from the amount of income tax determined by
applying the U.S. Australian income tax rate to pretax income from continuing
operations for the years ended August 31, 2008 and 2007 due to the
following:








2008
            
            
            2007Book
      Income
            
            $
            (17,142
            )
            
            $
            (14,561
            )Foreign
      Currency
            
            
            (10
            )
            
            
            -Meals
      and Entertainment
            
            
            1,026
            
            
            
            455Stock
      for Services
            
            
            1,363
            
            
            
            660Valuation
      allowance
            
            
            14,763
            
            
            
            13,446$
            -
            
            
            $
            -





At August
31, 2008, the Company had net operating loss carryforwards of approximately
$128,000 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, 2008 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.


-
23 -


ROSEWIND
CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


August
31, 2008 and 2007





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


d.  Income
Taxes (Continued)




The
Company has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes.  FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in the Company’s financial statements in accordance with
FASB Statement No. 109 “Accounting for Income Taxes.”FIN 48 also prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a return, as well as guidance on derecognition,
classification, interest and penalties and financial statement reporting
disclosures.  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 prior periods are yet subject to examination as the initial
returns for the Company have not yet beenfiled. 
The Company believes that its income tax filing positions and deductions will be
sustained on audit and does not anticipate any adjustments that will result in a
material adverse effect on the Company’s financial condition, results of
operations, or cash flow.  Therefore, no reserves for uncertain income tax
positions have been recorded pursuant to FIN 48.  In addition, the Company
did not record a cumulative effect adjustment related to the adoption of FIN
48.





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, 2008 there were no variances
between the basic and diluted loss per share as there were no potentially
dilutive securities outstanding.





f.  Development
Stage





The
Company is in the development stage in accordance with Statements of Financial
Accounting Standards (SFAS) No. 7 “Accounting and Reporting by Development Stage
Enterprises”.  As of August 31, 2008 the Company has devoted
substantially all of its efforts to financial planning and acquiring and
reconditioning a sailing vessel.





g.  Property and
Equipment





The
Company’s capital assets consist of one sailing vessel, a 1982/86 Jason 35
Cutter rig, which is stated at cost.  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.


-
24 -


ROSEWIND
CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


August
31, 2008 and 2007





g.
            Property
      and Equipment (continued)





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




2008
            
            
            2007Sailing
      vessel
            
            $
            59,295
            
            
            $
            51,828Accumulated
      depreciation
            
            
            (23,029
            )
            
            
            (15,513
            )Total
      fixed assets
            
            $
            36,266
            
            
            $
            36,315







Depreciation
expense was $7,515 and $6,420 for the years ended August 31, 2008 and 2007,
respectively.





h.
            Revenue
      Recognition





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








i.
            Newly
      Adopted Accounting Pronouncements





New
accounting pronouncements that have a current or future potential impact on our
financial statements are as follows:





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
(SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. The provisions of this standard apply to other
accounting pronouncements that require or permit fair value measurements. The
Company will adopt SFAS 157 on January 1, 2008. The Company anticipates
that the adoption of SFAS 157 will not have a material impact on the Company’s
consolidated financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (SFAS 159). This Statement provides
companies with an option to report selected financial assets and liabilities at
fair value. Generally accepted accounting principles have required different
measurement attributes for different assets and liabilities that can create
artificial volatility in earnings. The Statement’s objective is to reduce both
complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities differently. SFAS
159 is effective for the Company beginning January 1, 2008.  The Company
anticipates that the adoption of SFAS 159 will not have a material impact on the
Company’s consolidated financial statements.





-
25 -


ROSEWIND
CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


August
31, 2008 and 2007





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







In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounted Principlesthat becomes effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles, which identifies the sources of accounting principles and
the framework for selecting the principles used in the preparation of financial
statements in accordance with generally accepted accounting
principles.  The adoption of this standard will not materially impact
the Company’s financial statements.





The
Company has reviewed all other recently issued, but not yet adopted, accounting
standards in order to determine their effects, if any, on its consolidated
results of operation, financial position or cash flows.  Based on that
review, the Company believes that none of these pronouncements will have a
significant effect on its current or future earnings or operations.





k.  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.





NOTE 2
-  RELATED PARTY TRANSACTIONS





As of
August 31, 2008, the Company has a secured promissory note to the sole officer
and director for $48,115 for working capital.  The loan carries a 6%
interest rate, matures on February 28, 2009 and is secured by the sailing
vessel.  Accrued interest payable on the loan totaled $0 as of August
31, 2008.





As of
August 31, 2007, the Company had a loan payable to the sole officer and director
for $34,400 for working capital.  The loans carried a 6% interest
rate, matured on demand and were unsecured.  Accrued interest payable
on the loans totaled $4,726 as of August 31, 2007.  The Company
received demand for payment of all notes and accrued interest as of May 31, 2008
and in lieu of payment executed the note discussed in the prior
paragraph.





For the
years ended August 31, 2008 and 2007 the sole officer of the Company contributed
services valued at $2,674 and $7,271, respectively. This amount has been booked
to additional paid in capital.





Additional
paid in capital has been increased as a result of services and office space
provided by the sole officer of the Company as well as for expenses paid by the
officer on behalf of the Company.




-
26 -


ROSEWIND
CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


August
31, 2008 and 2007





NOTE 3
- COMMON
STOCK TRANSACTIONS





The
      Company completed its initial public offering of shares on November 9,
      2007.  A total of 239,000 common shares were sold by
      management.  All the proceeds of the IPO amounting to
      $59,750 were deposited in the Company's bank
      account.





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.  As shown in the accompanying
financial statements, the Company is a development stage enterprise with losses
since inception and a limited operating history.  These factors, among
others, may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.





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




-
27 -





Item
8. Changes in and Disagreements with Accountants and Accounting and Financial
Disclosure





None








ITEM
8A. 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, 2008 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:






i.
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;ii.
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      the preparation of our  consolidated financial statements
      in  accordance with U. S. generally accepted accounting
      principles, and  that our receipts and expenditures are being made
      only in accordance with  authorizations of our management and
      directors; andiii.
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the consolidated financial
  statements.







Management
assessed the effectiveness of the Company’s internal control over financial
reporting as July 31, 2008. 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, 2008.





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.




-
28 -


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 temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form
10-K.








Item
8B. Other information.





None






Part
III





Item
9. 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:







NAME
            POSITION
            AGEJames
      B. Wiegand
            President,
      Chief Financial Officer, Secretary and Director
            62




BUSINESS
EXPERIENCE




James B.
Wiegand is a promoter of the company.




BUSINESS EXPERIENCEFollowing
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.




MR. JAMES B. WIEGAND is our
President and Sole Director since August 9, 2002. He is also president and
director of several blank check and development stage companies including Pinel
Bay Corporation, Ambermax Corporation and several 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 with RAF Financial 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.
During 1997 and 1998 Mr. Wiegand and family bought and refitted a sailboat for a
one year cruise in the Bahamas. In 1998 Mr. Wiegand founded Dotsero Imports and
spent the following two years importing and distributing a private label Tequila
until the distillery was sold and the brand discontinued in 2000.





-
29 -


The
following table summarizes Mr. Wiegand’s activities with blank
check  and other companies during the past five
years:





Company
            Status
            Date
              Filed
      10SB12G
            File
      no
            Business
              Combination
            Operating
              StatusPreferred
      Financial Resources (formerly Copper Corp.)
            Delinquent
            10/12/2001
            000-33247
            New
      Management 7/15/2002
            Note
      1Akid
      Corporation
            Delinquent
            9/15/1999
            000-27333
            New
      Management 6/9/2005
            Note
      2Downside
      Up, Inc.
            Delinquent
            2/28/2002
            000-49896
            New
      Management 7/9/2005
            Note
      3Cytodyn
      Corporation (formerly Rexray Corp.)
            Delinquent
            7/11/2002
            000-49908
            New
      Management 5/15/2002
            Note
      4Jackray
      Corporation
            Delinquent
            10/25/2005
            0-51586
            New
      Management 2006
            Note
      5Clair
      Coast Corporation
            Delinquent
            10/25/2005
            0-51586
            New
      Management 2006
            Note
      6Pinel
      Bay
            Current
            11/28/2006
            000-52204
            None
            Note 7Ambermax 
      Corporation
            Current
            02/05/2007
            000-52447
            None
            Note
      8Ambermax
      II Corporation
            Current
            02/05/2007
            000-52448
            None
            Note
      9




See
Accompanying notes below.


-
30 -


_______________





Note
      1.
            James
      Wiegand acquired control shares from CMS on 1/28/2002. New management was
      issued control shares in connection with Share Purchase Agreement. New
      management undertook an audit of its housing business. Further fillings to
      update progress of the transaction are delinquent.Note
      2.
            James
      Wiegand acquired control shares from CMS on 1/28/2002. New management was
      issued control shares in exchange for control of its plant pharmaceutical
      company. Company has changed its name to Mazal Plant Pharmaceutical. New
      management has filed to register certain shares. Trades on pink sheets
      with symbol “MZPP”.Note
      3.
            James
      Wiegand acquired control shares from CMS on 1/28/2002. Control shares were
      sold to new management. New management has not yet acquired an operating
      business.Note
      4.
            James
      Wiegand incorporated Rexray Corporation and completed a private placement
      of common shares. Rexray acquired the assets of Cytodyn of New Mexico and
      changed its name to Cytodyn Corporation. New Management registered certain
      shares and is preparing to submit its AIDS infusion drug, Cytolin, for FDA
      Phase II/III Testing. Cytodyn’s common shares trade on the OTCBB with the
      symbol “CYDYE”.Note
      5.
            James
      Wiegand incorporated Jackray Corporation and completed a private placement
      of common shares. Control shares were sold to new management on September
      30, 2006Note
      6.
            James
      Wiegand incorporated Claire Coast Corporation and completed a private
      placement of common shares. Control shares were sold to new management on
      September 30, 2006.Note
      7
            James
      Wiegand Incorporated Pinel Bay Corporation and completed a private
      placement of common shares. To date Pinel Bay has been unable to complete
      a business combination.Note
      8
            James
      Wiegand Incorporated Ambermax Corporation and completed a private
      placement of common shares. To date Ambermax has been unable to complete a
      business combination.Note
      9
            James
      Wiegand Incorporated Ambermax II Corporation and completed a private
      placement of common shares. To date Ambermax II has been unable to
      complete a business combination.




Resume of Michael
Wiegand




Michael
Wiegand, age 21, participated in the “Gifted and Talented” program throughout
elementary and middle school, authoring a school website under a federal grant
that he independently applied for and obtained. Thereafter, age 10, Michael
lived with his family aboard a forty-two foot sailing ketch, cruising the
Bahamas for a year while home schooling. Upon returning to shore life in
Colorado, Michael Wiegand completed extra-curricular courses in basic
accounting, advertising and employee management and worked at the Boyd Lake
Marina during the summer where he did general maintenance, serviced boats and
sold gas. Self employed creating web sites, and delivering news papers, he left
high school a few years early, passed his GED and scored well on the SAT. He
opted not to enter college, choosing instead to work full time for Mechanical
Insulation Systems, Inc, installing thermal insulation and later training and
managing new employees. At age 17, Michael Wiegand refitted the Company’s
thirty-five foot cutter and began the first leg of his sailing voyage, solo,
bound for Australia. While Michael is a published writer, he holds no licenses
or certificates which qualify him to work as an officer on any ship in any
waters. He completed his solo sailing voyage to Australia and is presently
operating Six String as a training vessel.




Each
director and executive officer holds office until the next annual meeting of
shareholders or until his successor has been duly elected and qualified. Other
than the Father-Son relationship between James B. Wiegand and Michael Wiegand,
there are no family relationships among the persons described
below.





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Item
10. 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, 2008 and during the last three fiscal years.




SUMMARY
COMPENSATION TABLE








Long
      Term
            All
      OtherAnnual
      Compensation
            Compensation
      Awards
            Compensation
      ($)SecuritiesName
      and
            
            
            
            Restricted
      Stock
            UnderlyingPrincipal
      Position
            Year
            Salary
      ($)
            Bonus
      ($)
            Awards
      ($)
            Options
      (#)James
      B.
            2008
            0
            0
            0
            0Wiegand
            2007
            0
            0
            0
            0President,
      Secretary
            2006
            0
            0
            0
            0and
      Director
            2005
            500(1)
            0
            0
            0


_____________




(1) James
B. Wiegand received 100,000 shares for $500 in fees and expenses paid on behalf
of the Company during 2005.








Item
11. Security Ownership of Certain Beneficial Owners and Management.





The
following table lists, as of August 31, 2008, 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 stockholders 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 3,389,000 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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OFFICERS,
      DIRECTORS
            NUMBER
            BENEFICIALAND
      5% STOCKHOLDERS
            OF
      SHARES
            OWNERSHIP
      (%)James
      B. Wiegand
            1,250,000(1)*
            36.9%Katherine
      Gould
            600,000
      (2)
            17.7%Michael
      Wiegand
            700,000(3)
            20.6%All
      directors and executive officers
              as
      a group (1 person)
            1,250,000*
            36.9%




________________________




(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.


(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 services rendered as Captain.






Item
12. Certain Relationships and Related Transactions.




On March
1, 2005, we issued to James B. Wiegand 100,000 shares of our common stock in
consideration of $500 in fees and expenses incurred as part of organizing the
Company.




On March
4, 2005 we issued to James B. Wiegand 1,150,000 shares of our common stock in
exchange for our sailing vessel.




On
September20, 2005 we issued to Max Gould 600,000 shares of our common stock in
consideration for his services valued at $24,000.





On
September20, 2005 we issued to Michael Wiegand, our Captain and son of James B.
Wiegand, 700,000 shares of our common stock in consideration for his services
valued at $28,000.




On
September20, 2005 we issued to Sonja Gouak 50,000 shares of our common stock in
consideration for her services valued at $2,000.




On
September20, 2005 we issued to Martha Sandoval 50,000 shares of our common stock
in consideration for her services valued at $2,000.




On March
30, 2006, we issued Mr. Craig A. Olson 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mr. Craig K. Olson 100,000 shares of our common stock in
consideration for $10,000.




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33 -





On March
30, 2006, we issued Mrs. Shirley Hale 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mr. Larry Willis 100,000 shares of our common stock in
consideration for $10,000.




On March
30, 2006, we issued Mr. Neil Montagino 50,000 shares of our common stock in
consideration for $5,000.




On March
30, 2006, we issued Mr. Roger May 50,000 shares of our common stock in
consideration for $5,000.




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:




·
            any
      of our directors or officers;·
            any
      person proposed as a nominee for election as a
director;·
            any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 5% of the voting rights attached to our outstanding shares of common
      stock; or·
            any
      relative or spouse of any of the foregoing persons who has the same house
      as such person.







Item
13. Exhibits and Reports of Form 8-K





Exhibits




Exhibit No.
            Description31.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      30232.1
            Certification
      Of Chief Executive Officer And Chief Financial Officer Pursuant To Section
      906 Of The Sarbanes-Oxley Act Of
2004





Reports
on 8-K




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







Item
14. Principal Accountant Fees and Services





The
aggregate fees billed during the fiscal years ended August 31, 2008 and 2007 for
professional services rendered by our principal accounting firm, H.J. Associates
for the audit of or financial statements included in Form 10-KSB and for the
review of the interim financial statements included in Form 10-QSB were
approximately $14,700 and $18,860respectively. Included here are fees associated with the review of a
registration statement filed with the SEC and the related issuance of
independent accountant consent letters.





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34 -





SIGNATURES





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




ROSEWIND
      CORPORATION
              (Registrant)DATE:    November
      10, 2008
            By:
            /s/
      James B. WiegandJames
      B. Wiegand
              President




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