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, 2009
 
 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:  $1,750
  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 (2,219,500 shares of no par value Common Stock) was $ 1,109,750 as of September 4, 2009. The stock price for computation purposes was $ 0.50 per share, based on the fact that the final trade for the Registrant’s Common Shares on the OTCBB on September 4, 2009 was at
$ 0.50 per share. The value is not intended to be a representation as to the value or worth of the Registrant’s shares of Common Stock. The number of shares of non-affiliates of the Registrant has been calculated by subtracting shares held by persons affiliated with the Registrant from outstanding shares.
 
 The number of shares outstanding of the Registrant’s Common Stock as of the latest practicable date, October 20, 2009 was: 3,469,500 shares.
 
  
  
 
 ROSEWIND CORPORATION
 (A Development Stage Company)
 
 FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2009
 
 TABLE OF CONTENTS
 
 
 PART I
PageItem 1.    Description of Business
3Item 2.    Description of Property
9Item 3.    Legal Proceedings
10Item 4.    Submission of Matters to a Vote of Security Holders
10PART 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
35Item 14.  Principal Accountant Fees and Services
35
 
  - 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, 2009 and the date of this report we have trained one student on a  two week
voyage during early June of 2008 and second student on a one week voyage during April of 2009.
 
 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.
 
  - 3 -
  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:
 
 Ÿ
Marine Environment and Safety at SeaŸ
Life Rafts and Ditch BagsŸ
Medical Preparedness and First AidŸ
Features off Offshore Capable VesselsŸ
Rigging and Deck GearŸ·
Tools, Mechanical and Electrical SkillsŸ
Sails, Rope work and SewingŸ
Sail HandlingŸ
12 Volt Electrical SystemsŸ
Boat Electronics, Instruments, Radio and RadarŸ
Auxiliary Diesel Maintenance and RepairŸ
Heavy Weather SeamanshipŸ
Weather, Pilot Charts and NavigationŸ
PassagemakingŸ
Boat Maintenance, Provisioning and Waste DisposalŸ
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.
 
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  ENVIRONMENT
 
 We believe that our operations comply in all material respects with applicable laws and regulations concerning the environment. While it is impossible to predict accurately the future costs associated with environmental compliance and potential remediation activities, compliance with environmental laws is not expected to require significant
capital expenditures 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.
 
 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.
 
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  RISKS RELATED TO OUR BUSINESS
 
 OUR SOLE ASSET, OUTSIDE OF CASH HELD IN BANKS , IS OUR VESSEL WHICH IS LOCATED IN NEW ZEALAND. 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.
 
 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 LIMITED REVENUES AND OUR COMPANY IS NEW AND HAS ONLY RECENTLY COMENCED PLANNED OPERATIONS, WE WILL NOT BE ABLE TO GENERATE SIGNIFICANT REVENUE IN THE NEAR FUTURE. FURTHER, THERE IS NO ASSURANCE THAT WE WILL EVER GENERATE SIGNIFICANT REVENUE. WE HAVE NOT GENERATED SIGNIFICANT REVENUE SINCE INCEPTION AND WE HAVE EXPERIANCED LOSSES
SINCE INCEPTION. FAILURE TO GENERATE SUFFICIENT REVENUE TO PAY EXPENSES AS THEY COME DUE WILL RESULT IN THE FAILURE OF OUR COMPANY AND THE COMPLETE LOSS OF ANY MONEY INVESTED TO PURCHASE OUR SHARES.
 
 We estimate that our 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.
  - 6 -
  
 WE ARE AT AN EARLY STAGE OF DEVELOPMENT.  WE HAVE BEGUN TO MARKET BUT HAVE NOT YET GENERATED SIGNIFICANT REVENUES.  IF WE ARE UNSUCCESSFUL IN MARKETING OUR SERVICE, OUR SECURITIES MAY BE ILLIQUID OR WORTHLESS.
 
 Our operations to date have consisted primarily of acquiring, refitting and relocating our sailing vessel. An ongoing commitment of substantial resources to refit and maintain our vessel with safety equipment is required to operate as a training vessel . We do not know if we will be able to complete these tasks. We have  located
only one paying students for  training aboard our vessel. Accordingly, we do not know if and when we will generate significant revenue. Because of these uncertainties, we might never generate enough revenue to allow shareholders to recoup and profit from their investment.
 
 SINCE WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT EXPENSES AND LOSSES TO INCREASE IN THE NEAR TERM, WE DO NOT KNOW IF WE WILL EVER BECOME PROFITABLE OR THAT OUR INVESTORS WILL EVER RECOUP OR PROFIT FROM THEIR INVESTMENT IN OUR SHARES.
 
 From the date of incorporation to August 31, 2009, our accumulated losses are $ 254,904. Since inception we have earned no significant revenues. We expect expenses and losses to increase in the near term as we fund yacht maintenance, yacht upgrades and incur general and administrative and marketing expenses. We expect to continue to incur
substantial operating losses unless and until sailing school operations generate sufficient revenues to fund continuing operations. As a result, investors might never recoup their investment or profit from their investment in our shares.
 
 SINCE OUR SUCCESS IS DEPENDENT ON COMPLETION OF  KEY TASKS  INCLUDING MARKETING AND THE INTRODUCTION OF OUR SERVICES INTO A LIMITED AND SPECIALIZED MARKET, AND SINCE WE HAVE EXPERIENCE SETBACKS AND DISAPPOINTING RESULTS TO DATE , WE DO NOT KNOW IF WE WILL BE ABLE TO COMPLETE OUR KEY TASKS .
 
 The actual results, if any, of marketing efforts and planned operations are difficult to predict and will vary dramatically due to factors we cannot presently control or predict. These factors could include, the world economy, weather, political instability, health risks in countries where students of the sailing school are required to rendezvous
with our yacht, fluctuations in the value of local currency and fluctuations in availability of port facilities, airline fares, diesel fuel, repair parts, skilled technicians and various other factors potentially detrimental to planned operations that may arise without notice. Loss of the services of our President 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,  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 BUSINESS.
  - 7 -
  
 
 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.
 
 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 two students. The students responded to our classified advertisement . Our first student provided us with a
handwritten letter of recommendation and we now provide prospective students with a copy of his letter and related editorial coverage that ran in a sailing magazine. We are exposed to the dangers of bad weather, commercial ship traffic and numerous other risks inherent in voyaging across oceans in a small boat. Our vessel could be disabled, damaged or lost at sea. A student or staff member could be injured or lost at sea in spite of precautions. In the event our company 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.
 
  - 8 -
  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.
 
 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:
 
 Ÿ
demonstration of the efficacy and safety of our training methods and planned curriculum;Ÿ
cost-effectiveness;Ÿ
potential advantages of alternative sailing schools which may offer similar opportunities;Ÿ
the effectiveness of marketing through classified advertisements.Ÿ
achieving market acceptance of our hands-on approach to the training of sailors.
 
 OUR 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.
 
  - 9 -
  
 Item 3. Legal Proceedings
 
 There is no litigation or regulatory proceeding pending or threatened by or against us.
 
 
 Item 4.  Submission of Matters to a Vote of Security Holders.
 
 None
 
 
 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 87 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.  This cash is being used to build our business under the plan detailed in our IPO Propspectus.
 
 On February 6, 2009, we issued Stan Norfleet 10,000 shares of our common stock in consideration for $2,000.
 
 On April 7, 2009, we issued Kendel and Margaret Woods 10,000 shares of our common stock in consideration for $2,000.
 On April 7, 2009, we issued Beau Brooks 2,500 shares of our common stock in consideration for $500.
 
 On May 7, 2009 , we issued  Carolyn Grobe 500 shares of our common stock in consideration for $100.
 On May 7, 2009 , we issued Fred Neal 5,000 shares of our common stock in consideration for $1,000.
 On May 7, 2009 , we issued Robert and Mary Schuster 5,000 shares of our common stock in consideration for $1,000.
 
 On May 29, 2009 , we issued Maxine Turill 2,500  shares of our common stock in consideration for $500.
 On May 29, 2009 , we issued  Rory Kuenn 2,500 shares of our common stock in consideration for $500.
 On May 29, 2009 , we issued  John Whitton 5,000 shares of our common stock in consideration for $1,000.
 
 On July 6, 2009 , we issued Greg Howard 5,000 shares of our common stock in consideration for $1,000.
 On July 6, 2009 , we issued Brad Matousek 5,000 shares of our common stock in consideration for $1,000.
 
 On August 20, 2009 , we issued Susan Widmann 2,500 shares of our common stock in consideration for $500
 On August 20, 2009 , we issued Craig K. Olson 25,000 shares of our common stock in consideration for $5,000
 
 PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
 We made no purchases of our equity securities nor were any such purchases made by any purchaser affiliated with us.
 
 OUR TRANSFER AGENT
 
 We have appointed Standard Registrar and Transfer Agency, Albuquerque, New Mexico, as transfer agent for our Common shares. Standard is responsible for all record-keeping and administrative functions in connection with our common shares.
 
  - 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.
 
 We conducted our second student training voyage in April 2009. Net revenue of $1,750 was earned for the one week voyage. The student was a non-related third party.
 
 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, 2009 and the date of this Form 10-K, we had $1,750 of operating revenues. Going forward, we intend to generate revenue from
student tuition.
 
 The typhoon season imposes seasonal limitations for the operation of small sailing vessels offshore. Cyclone activity, which occurs seasonally, will have an adverse effect on bookings and revenues. 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 crew or who is shopping for, or has just purchased a cruising sailboat. The training conducted by our sailing school will help the student select and equip a sailing vessel and prepare for crossing an ocean safely and confidently. We will admit less experienced sailors
than those who can qualify themselves as experienced crew. In return for the higher cost, our week of training at sea delivered to our students at sea will be more personalized and structured than the typical “share expenses” crew opportunity. Potential crew and novice yacht owners use classified advertisements as one method to locate a sailboat with plans for a specific voyage where they may gain experience. Generally, this is arranged by
paying a portion of the expenses of the voyage. We may reject the applications of prospective students who are not, in our opinion, physically and mentally prepared for the challenge of ocean voyaging.
 
 We have initiated marketing efforts with advertisements designed to attract students to our sailing school  As of the date of this report, we have seen only very limited results from our advertising.  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.
  We believe that we will be most successful by advertising consistently each month. This was done during the periods preceding our training voyages. Our advertisements contain our office phone number and the address of our 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 two students we  have trained to date located us through our classified advertisement. We plan to continue monthly advertising and have, on occasion, added a photo of our vessel
to run with the copy. We have also soliciting editorial coverage for our sailing school. One editorial has been written and published in the November 2008 edition of “Cruising World” magazine. Improved response to our advertising was noted . Significant improvement in our  revenues has not materialized to date.
 
 Vessel Upgrades.We conducted an IPO by management and completed the minimum offering on November 9, 2007 raising over $56,000. This money has been used in our sailing school where expenses for vessel upgrades and maintenance, operations and public company costs are substantial. We
are making efforts to keep costs to a minimum consistent with the requirements of safety at sea and good seamanship.
 
 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  incurred expenses of approximately $8,000 for repairs and maintenance. To conserve cash we plan to
delay our 2009 haul-out until February of 2010 subsequent to our year end.  We anticipate further maintenance and upgrade expenses will be required to ready our vessel for the training  voyages we are now attempting to book. 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 significant revenue. We continue our efforts to book students for our planned voyages.
 
 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, 2009 and the date of this report we have completed the training of only one  regular paying student.
 
  - 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 conducted our second student training voyage in April 2009. Net revenue of $1,750 was earned for the one week voyage. The student was a non-related third party.
 
 We have had operating revenues of $1,750 since inception, March 1, 2005 through August 31, 2009 and the date of this report.  We have incurred operating expenses totaling $245,902 as of August 31, 2009. 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  $ 254,139 as of August 31, 2009. As of the date of this report our losses continue to mount.
 
 Our net loss increased by $1,721 or 1% to $58,894 from $57,173 for the year ended August 31, 2009 compared with  the prior year ended August 31, 2008. This was primarily attributed the net effect of the following four factors:
 
 1.
General and administrative expenses increased by $2,918, or 9.5%, to $33,576 for the year ended August 31, 2009  from $30,658 for the prior year ended August 31, 2008. We attribute this increase in expenses to.additional costs incurred to maintain and upgrade our training vessel.2.
Professional fees increased by $835 or 4% to $21,286 for the year ended August 31, 2009 from $20,451 for the prior year ended August 31, 2008. This is attributable to increased frequency and cost of accounting and auditing services, legal fees and costs associated with  quotation on the OTCBB.3.
Services contributed by a related party decreased by $1,165 or 30% to $2,710 for the year ended August 31, 2009 from $3,875 for he year ended August 31, 2008. This is attributable to a reduction in management time contributed as compared to to the preceeding year during which management prepared the company’s one-time Finra documentation.4.
Revenue increased by $1,750 to $1,750 for the year ended August 31, 2009 from $0 for the year ended August 31, 2008. This is attributable to increased revenue for sailing school operations.
 
 Liquidity and Capital Resources
 
 Management  completed an Initial Public Offering of our common stock and proceeds of the offering were transferred from escrow to our bank  on November 16, 2007.
 
 On January 22, 2009 management initiated sale of a Regulation D Private Placement of up to 125,000 shares of its common stock at a price of $0.20 per share.  As of August 31, 2009 and the date of this report 80,500 restriced shares have been issued in consideration of $16,100 in offering proceeds. All proceeds have been deposited
into the company’s bank and utilized for operations.
 
 At August 31, 2009,  we had $13,612 in cash and a working capital deficit of  $41,566.  As of the date of this report our liquidity and capital resources continue to decline and  our ability to generate significant 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
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Board of Directors
 Rosewind Corporation (a development stage company)
 Loveland, Colorado
 
 We have audited the accompanying balance sheets of Rosewind Corporation (a development stage company) as of August 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the two years in the period ended August 31, 2009, and from inception on March 1, 2005 through August 31,
2009.  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, 2009 and 2008, and the results of its operations and its cash flows for each of the two years in the period ended August 31, 2009, and from inception
on March 1, 2005 through August 31, 2009, in conformity with U.S. generally accepted accounting principles.
 
 We were not engaged to examine management's assessment of the effectiveness of Rosewind Corporation’s (a development stage company) internal control over financial reporting as of August 31, 2009, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting and, accordingly, we do not
express an opinion thereon.
 
 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.
 
 
 
 
 HJ & Associates, LLC
 Salt Lake City, Utah
  
 
 
  - 17 -
  
 ROSEWIND CORPORATION
 (A Development Stage Company)
 Balance Sheets
 
 
 August 31,


August 31,2009


2008AssetsCurrent Assets:Cash

$
13,612


$
37,643Prepaid asset


257



164Total current assets


13,869



37,807Property and equipment, net


27,983



36,266Total assets

$
41,852


$
74,073Liabilities and Shareholders’ Equity (Deficit)Current liabilities:Accrued interest payable, related party

$
820


$
—Loans payable to related party


54,615



48,115Total current liabilities


55,435



48,115Shareholders’ equity (deficit) (Notes 1 and 3):Common stock, no par value; 20,000,000 shares authorized,3,469,500 and 3,389,000 shares issued and outstanding, respectively


221,350



205,250Additional paid-in capital


20,471



16,004Accumulated other comprehensive gain (loss)


(765
)


449Accumulated deficit


(500
)


(500
)Deficit accumulated during development stage


(254,139
)


(195,245
)Total shareholder’s equity (deficit)


(13,583
)


25,958Total liabilities and shareholders' equity (deficit)

$
41,852


$
74,073
 
 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 31,2009


2008


2009Revenue

$
1,750


$
—


$
1,750Operating expenses:Professional fees


21,286



20,451



63,641Contributed services, related party (Note 3)


2,710



3,875



15,981General and administrative


33,576



30,658



166,280Total operating expenses


57,572



54,984



245,902Loss from operations


(55,822
)


(54,984
)


(244,152
)Other Income (Expense)Interest expense


(3,072
)


(2,189
)


(9,987
)Total other expenses


(3,072
)


(2,189
)


(9,987
)Net loss


(58,894
)


(57,173
)


(254,139
)Other Comprehensive Income (Loss)Gain (loss) on foreign currency exchange


(1,214
)


32



(765
)Total Comprehensive Loss

$
(60,108
)

$
(57,141
)

$
(254,904
)Basic and diluted loss per share

$
(0.02
)

$
(0.02
)Basic and diluted weighted averagecommon shares outstanding


3,408,515



3,383,776
 
 
 See accompanying notes to financial statements
 
  - 19 -
  ROSEWIND CORPORATION
 (A Development Stage Company)
 Statements of Changes in Shareholders' Equity (Deficit)
 
 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
)Contributed capital


—



—



1,757



—



—



—Office space contributed byan officer


—



—



1,200



—



—



—Services contributed by an officer


—



—



1,510



—



—



—Common stock issued for cashat $0.20 per share


80,500



16,100



—



—



—



—Foreign currency exchange loss


—



—



—



(1,214
)


—



—Net loss, year ended August 31, 2009


—



—



—



—



—



(58,894
)Balance at August 31, 2009


3,469,500


$
221,350


$
20,471


$
(765
)

$
(500
)

$
(254,139
)
 
 
 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 31,2009


2008


2009Cash flows from operating activities:Net loss

$
(58,894
)

$
(57,173
)

$
(254,139
)Adjustments to reconcile net loss to net cashused by operating activities:Depreciation expense


8,283



7,515



31,312Contributed capital to fund expenses


4,467



4,543



20,371Common stock issued for services


—



—



56,000Changes in operating assets and liabilities:(Increase) decrease in prepaid services


(93
)


(164
)


(257
)Increase (decrease) in accounts payableand accrued liabilities


(394
)


480



6,969Net cash used inoperating activities


(46,631
)


(44,799
)


(139,744
)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


16,100



59,750



125,850Proceeds from related party loans


6,500



6,800



47,700Net cash provided byfinancing activities


22,600



66,550



173,550Net change in cash


(24,031
)


14,285



13,512Cash, beginning of period


37,643



23,358



100Cash, end of period

$
13,612


$
37,643


$
13,612Supplemental disclosure of cash flow information:Cash paid during the period for:Income taxes

$
—


$
—


$
—Interest

$
2,251


$
—


$
2,251NON 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, 2009 and 2008
 
 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, 2009 and 2008
 
 
 
 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:
 
 
 2009


2008Deferred tax assets:NOL Carryover

$
57,600


$
38,400Related Party Accruals


-



-Valuation allowance


(57,600
)


(38,400
)Net deferred tax asset

$
-


$
-
 
 
 The income tax provision differs from the amount of income tax determined by applying the U.S. New Zealand income tax rate to pretax income from continuing operations for the years ended August 31, 2009 and 2008 due to the following:
 
 
 2009


2008Book Income

$
(18,032
)

$
(17,142
)Foreign Currency


364



(10
)Meals and Entertainment


487



1,026Stock for Services


-



1,363Valuation allowance


17,181



14,763$
-


$
-
 
 At August 31, 2009, the Company had net operating loss carryforwards of approximately $189,000 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, 2009 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, 2009 and 2008
 
 
 
 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, 2009 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, 2009 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, and an inflatable boat which are stated at the lower of cost or market.  Depreciation is calculated using the straight-line method over the estimated useful life of the vessel and related improvements, ranging from five to ten years.  Expenditures
for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.  The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.
  - 24 -
  ROSEWIND CORPORATION
 (A Development Stage Company)
 Notes to the Financial Statements
 August 31, 2009 and 2008
 
 NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 g.
Property and Equipment (continued)
 
 Fixed assets and related depreciation for the years ended August 31 are as follows:
 
 2009


2008Sailing vessel

$
59,295


$
59,295Accumulated depreciation


(31,312
)


(23,029
)Total fixed assets

$
27,983


$
36,266
   Depreciation expense was $8,283 and $7,515 for the years ended August 31, 2009 and 2008, respectively.
 
 h.
Revenue Recognition
 
 Revenue is recognized when the services are provided and collection is reasonably assured.
 
 i.
Foreign Currency Translation
 
 Expenses incurred and paid in foreign currency have been translated to U.S. currency for reporting purposes.
 
 j.
Advertising
 
 The Company follows the policy of charging the costs of advertising to expense as incurred.  The Company recognized $1,040 and $851 of advertising expense during the years ended August 31, 2009 and 2008, respectively.
 
 k.
Newly Adopted Accounting Pronouncements
 
 New accounting pronouncements that have a current or future potential impact on our financial statements are as follows:
  In May, 2009 the FASB issued SFAS 165, Subsequent Events that becomes effective for interim or annual financial periods after June 15, 2009.  The objective of this statement is to establish general standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued.  FAS 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued.  The adoption of this standard will not materially impact the Company’s financial statements.
  
  - 25 -
  ROSEWIND CORPORATION
 (A Development Stage Company)
 Notes to the Financial Statements
 August 31, 2009 and 2008
 
 
 
 NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  In June, 2009 the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles that becomes effective for financial statements issued for interim and annual periods ending after September 15, 2009.  This
standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principlesand establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities
laws are also sources of authoritative GAAP. 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.
 
 l.    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, 2009, the Company has a secured promissory note to the sole officer and director for $34,783 for working capital.  The loan carries a 6% interest rate, matures on November 30, 2009 and is secured by the sailing vessel. Accrued interest payable on the loan totaled $522 as of August 31, 2009.
 
 The Company also has an unsecured promissory note to the sole officer and director for $19,832 for working capital.  The loan carries a 6% interest rate and is due on demand.  Accrued interest payable on the note totaled $298 as of August 31, 2009.
 
 As of August 31, 2008, the Company had a secured promissory note to the sole officer and director for $48,115 for working capital.  The loan carried a 6% interest rate, matured on February 28, 2009 and was secured by the sailing vessel.  Accrued interest payable on the loan totaled $0 as of August 31, 2008.
 
 For the years ended August 31, 2009 and 2008 the sole officer of the Company contributed services valued at $1,510 and $2,674, respectively. This amount has been booked to additional paid in capital.
 
 Additional paid in capital has been increased as a result of expenses paid by the officer on behalf of the Company.
 
  - 26 -
  ROSEWIND CORPORATION
 (A Development Stage Company)
 Notes to the Financial Statements
 August 31, 2009 and 2008
 
 
 NOTE 3 -
COMMON STOCK TRANSACTIONS
 
 During the year ended August 31, 2009, the Company issued 80,500 shares of common stock valued at $16,100.
 
 The Company completed its initial public offering of shares during the year ended August 31, 2008.  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.
 
 
 NOTE 5 -
SUBSEQUENT EVENT
 
 The Company has evaluated subsequent events from the balance sheet date through October 20, 2009, and determined there are no events to disclose.
  - 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, 2009 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; and
 
 iii.
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, 2009. 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, 2009.
 
 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
63
 
 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 22, 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 voyages to Australia and New Zealand 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.
 
 
  - 31 -
  
 
 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, 2009 and during the last four 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.
2009 &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, 2009, 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 3,469,500 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.
 - 32 -
 
 
 OFFICERS, DIRECTORS
NUMBER
BENEFICIALAND 5% STOCKHOLDERS
OF SHARES
OWNERSHIP (%)James B. Wiegand
1,250,000(1)*
36.0%Katherine Gould
600,000 (2)
17.3%Michael Wiegand
700,000(3)
20.1%All directors and executive officers
as a group (1 person)
1,250,000*
36.0%
 
 ___________________
 
 (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 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.
 
 
  - 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.
 
 As of August 31, 2009, the Company has a secured promissory note to the sole officer and director for $34,783 for working capital.  The loan carries a 6% interest rate, matures on November 30, 2009 and is secured by the sailing vessel. Accrued interest payable on the loan totaled $522 as of August 31, 2009.
 
 The Company also has an unsecured promissory note to the sole officer and director for $19,832 for working capital.  The loan carries a 6% interest rate and is due on demand.  Accrued interest payable on the note totaled $298 as of August 31, 2009.
 
 As of August 31, 2008, the Company had a secured promissory note to the sole officer and director for $48,115 for working capital.  The loan carried a 6% interest rate, matured on February 28, 2009 and was secured by the sailing vessel.  Accrued interest payable on the loan totaled $0 as of August 31, 2008.
 
 For the years ended August 31, 2009 and 2008 the sole officer of the Company contributed services valued at $1,510 and $2,674, respectively. This amount has been booked to additional paid in capital.
 Other than as set forth above, none of the following parties has, during the last two years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
 
 ·
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.
 
 
  - 34 -
  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, 2009, 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 $16,500,
$14,700 and $18,860 respectively. 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.
 
 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:    October 20, 2009
By:
/s/ James B. WiegandJames B. Wiegand
President
 - 35 -