UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C.  20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For
      Quarter Ended: November 30,
      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 18 E, Loveland,
      Colorado
            80537(Address
      of principal executive offices)
            (Zip
      code)





(970)
635-0346


(Registrant's
telephone number, including area code)





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





Indicate
by check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months, and
(2) has been subject to such filing requirements for the past 90
days.  Yes X     NO




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,”  “accelerated filer,” and
“smaller reporting company” in Rule 12(b) of the Exchange Act.





Large
      accelerated filer
            Accelerated
      filerNon-accelerated
      filer
            Smaller
      Reporting Company X





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





As of
January 6, 2010, 3,469,500 shares of common stock, no par value of registrant
were outstanding.













ROSEWIND
CORPORATION
 (A
Development Stage Company)
 Table
of Contents







PagePART
      I  FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended November 30,
    2009Consolidated Balance
      Sheets
            3Consolidated Statements of
      Operations (Unaudited)
            4Consolidated Statements of Cash
      Flows (Unaudited)
            5Notes
      to Consolidated Financial Statements
            6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            7Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            8Item
      4. Controls and Procedures
            8Item
      4T. Controls and Procedures
            9PART
      II  OTHER INFORMATIONItem
      1. Legal Proceedings
            9Item
      1A.  Risk Factors
            9Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            13Item
      3. Defaults Upon Senior Securities
            14Item
      4. Submission of Matters to a Vote of Security Holders
            14Item
      5. Other Information
            14Item
      6. Exhibits
            14Signatures
            14





-
2 -


ROSEWIND
CORPORATION
 (A
Development Stage Company)
 Balance
Sheets
 November
      30,
                
                
                August
      31,2009
                
                
                2009Assets
                
                (unaudited)Current
      Assets:Cash
                
                $
                3,445
                
                
                $
                13,612Prepaid
      asset
                
                
                257
                
                
                
                257Total
      current assets
                
                
                3,702
                
                
                
                13,869Property
      and equipment, net
                
                
                25,912
                
                
                
                27,983Total
      assets
                
                $
                29,614
                
                
                $
                41,852Liabilities
      and Shareholders’ Equity (Deficit)Current
      liabilities:Accounts
      payable
                
                $
                4,000
                
                
                $
                —Accrued
      interest payable, related party
                
                
                1,653
                
                
                
                820Loans
      payable to related party
                
                
                55,542
                
                
                
                54,615Total
      current liabilities
                
                
                61,195
                
                
                
                55,435Shareholders’
      equity (deficit):Common
      stock, no par value; 20,000,000 shares authorized,3,469,500
      and 3,389,000 shares issued and outstanding, respectively
                
                
                221,350
                
                
                
                221,350Additional
      paid-in capital
                
                
                21,381
                
                
                
                20,471Accumulated
      other comprehensive gain  (loss)
                
                
                (607
                )
                
                
                (765
                )Accumulated
      deficit
                
                
                (500
                )
                
                
                (500
                )Deficit
      accumulated during development stage
                
                
                (273,205
                )
                
                
                (254,139
                )Total
      shareholder’s equity (deficit)
                
                
                (31,581
                )
                
                
                (13,583
                )Total
      liabilities and shareholders' equity (deficit)
                
                $
                29,614
                
                
                $
                41,852
 
 See
accompanying notes to financial statements
  -
3 -
  ROSEWIND
CORPORATION
 (A
Development Stage Company)
 Statements
of Operations
 (Unaudited)
  March
      1,2005(Inception)For
      the Three Months Ended
                
                
                ThroughNovember
      30,
                
                
                November
      30,2009
                
                
                2008
                
                
                2009Revenue
                
                $
                —
                
                
                $
                —
                
                
                $
                1,750Operating
      expenses:Professional
      fees
                
                
                10,909
                
                
                
                9,143
                
                
                
                74,550Contributed
      services, related party (Note 3)
                
                
                910
                
                
                
                740
                
                
                
                16,891General
      and administrative
                
                
                6,656
                
                
                
                11,625
                
                
                
                172,936Total
      operating expenses
                
                
                18,475
                
                
                
                21,508
                
                
                
                264,377Loss
      from operations
                
                
                (18,475
                )
                
                
                (21,508
                )
                
                
                (262,627
                )Other
      Income (Expense)Other
      income
                
                
                242
                
                
                
                —
                
                
                
                242Interest
      expense
                
                
                (833
                )
                
                
                (722
                )
                
                
                (10,820
                )Total
      other expenses
                
                
                (591
                )
                
                
                (722
                )
                
                
                (10,578
                )Net
      loss
                
                
                (19,066
                )
                
                
                (22,230
                )
                
                
                (273,205
                )Other
      Comprehensive Income (Loss)Gain
      (loss) on foreign currency exchange
                
                
                158
                
                
                
                (1,441
                )
                
                
                (607
                )Total
      Comprehensive Loss
                
                $
                (18,908
                )
                
                $
                (23,671
                )
                
                $
                (273,812
                )Basic
      and diluted loss per share
                
                $
                (0.01
                )
                
                $
                (0.01
                )Basic
      and diluted weighted averagecommon
      shares outstanding
                
                
                3,469,500
                
                
                
                3,389,000
  See
accompanying notes to financial statements
  -
4 -
    ROSEWIND
CORPORATION
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
  March
      1,2005(Inception)For
      the Three Months Ended
                
                
                ThroughNovember
      30,
                
                
                November
      30,2009
                
                
                2008
                
                
                2009Cash
      flows from operating activities:Net
      loss
                
                $
                (19,066
                )
                
                $
                (22,230
                )
                
                $
                (273,205
                )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      expense
                
                
                2,071
                
                
                
                1,483
                
                
                
                33,383Contributed
      capital to fund expenses
                
                
                910
                
                
                
                806
                
                
                
                21,281Common
      stock issued for services
                
                
                —
                
                
                
                —
                
                
                
                56,000Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid services
                
                
                —
                
                
                
                (199
                )
                
                
                (257
                )Increase
      (decrease) in accounts payableand
      accrued liabilities
                
                
                4,991
                
                
                
                (719
                )
                
                
                11,960Net
      cash used inoperating
      activities
                
                
                (11,094
                )
                
                
                (20,859
                )
                
                
                (150,838
                )Cash
      flows from investing activities:Cash
      paid for fixed assets
                
                
                —
                
                
                
                —
                
                
                
                (20,294
                )Net
      cash used ininvesting
      activities
                
                
                —
                
                
                
                —
                
                
                
                (20,294
                )Cash
      flows from financing activities:Common
      stock issued for cash
                
                
                —
                
                
                
                —
                
                
                
                125,850Proceeds
      from related party loans
                
                
                927
                
                
                
                1,300
                
                
                
                48,627Net
      cash provided byfinancing
      activities
                
                
                927
                
                
                
                1,300
                
                
                
                174,477Net
      change in cash
                
                
                (10,167
                )
                
                
                (19,559
                )
                
                
                3,345Cash,
      beginning of period
                
                
                13,612
                
                
                
                37,643
                
                
                
                100Cash,
      end of period
                
                $
                3,445
                
                
                $
                18,084
                
                
                $
                3,445Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
                
                $
                —
                
                
                $
                —
                
                
                $
                —Interest
                
                $
                —
                
                
                $
                —
                
                
                $
                —NON
      CASH FINANCING ACTIVITIES:Common
      stock issued for services
                
                $
                —
                
                
                $
                —
                
                
                $
                56,000
  See
accompanying notes to financial statements
  -
5 -




ROSEWIND
CORPORATION


(A
Development Stage Company)





Notes
to Condensed, Unaudited Financial Statements





Note
1:  Basis of Presentation
 
 The
accompanying unaudited condensed financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted in accordance with such rules and
regulations.  The information furnished in the interim condensed
financial statements includes normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary for a fair
presentation of such financial statements.  Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim condensed
financial statements be read in conjunction with the Company’s most recent
audited financial statements and notes thereto included in its Form
10-K.  Operating results for the three months ended November 30, 2009
are not necessarily indicative of the results that may be expected for the year
ending August 31, 2010.
 
 Note
2:  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
3:  Related Party Transactions
 
 As of
November 30, 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 demand and is secured by the sailing vessel. Accrued
interest payable on the loan totaled $1,044 as of November 30,
2009.
 
 The
Company also has an unsecured promissory note to the sole officer and director
for $20,760 for working capital.  The loan carries a 6% interest rate
and is due on demand.  Accrued interest payable on the note totaled
$609 as of November 30, 2009.
 
 For the
period ended November 30, 2009 the sole officer of the Company contributed
services valued at $910. This amount has been booked to additional paid in
capital.
 
 Note
4:  Subsequent Events
 
 The
Company has evaluated subsequent events from the balance sheet date through January 14, 2010,
and  determined there are no events to disclose.





-
6 -







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





Forward-looking
statements





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





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





Financial
Condition and Results of Operation





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





We have
relocated and significantly prepared our vessel for operation as a sailing
school, but, as of the date of this report we have collected full tuition from
only one student. 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. We
conduct company administration, logistics and marketing from our US
offices.





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





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








-
7 -





We have
had $1,750 in operating revenues since inception, March 1, 2005 through November
33, 2009 and the date of this report.  We have incurred operating
expenses totaling $260,377 as of November 30, 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 $(273,205) as of November 30, 2009. As of the date of this report our
losses continue to mount.





Our net
loss decreased by $3,164 or 14% to $19,066 from $22,230 for the three month
period ended November 30, 2009 compared with the prior year three month
period ended November 30, 2008. This was primarily attribute the following two
factors:





1.             General
and administrative expenses decreased by $4,969, or 43%, to $6,656 for the three
month period ended November 30, 2009 from $11,625 for the prior year
quarter ended November 30, 2008. We attribute this decrease in expenses to a
decrease in boat repair and maintenance costs..





2.           Professional
fees increased by $1,766 or 19% to $10,909 for the three month period ended
November 30, 2009 from $9,134 for the three month period ended November 30,
2008. We attribute this change to completion of our annual audit at a later date
and the consequent shifting of a portion of the professional fees incurred in
connection with our audit to a future accounting period.





Liquidity
and Capital Resources





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





At
November 30, 2009, we had $3,445 in cash and a working capital deficit
of $(57,493).  As of the date of this report our liquidity and capital
resources continue to decline and our ability to consistently generate student
revenue remains unproven.








Item
2. Quantitative and Qualitative Disclosures About Market Risk





No
response required.








Item
3.  Controls
and Procedures





Evaluation of Disclosure
Controls and Procedures





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








-
8 -





Changes in Internal Controls
over Financial Reporting





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








Part 2.   Other
Information





Item
1 -  Legal Information.





No
response required.








Item
1A.  Risk Factors





RISKS
RELATED TO OUR BUSINESS





OUR SOLE
ASSET, OUTSIDE OF CASH HELD IN OUR BANK IN THE UNITED STATES, IS OUR VESSEL
WHICH IS LOCATED IN 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.





-
9 -








SINCE WE
HAVE GENERATED NO SIGNIFICANT REVENUES AND OUR COMPANY IS NEW AND
HAS  ONLY RECENTLY COMENCED PLANNED OPERATIONS, WE MAY 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 three months from the date of this report. Should student revenues
not materialize as planned our business will need to find sources of cash to
sustain operations. In the event that we are unable to find sufficient cash to
sustain operations we would be forced to close our business and any investment
in our shares would be a total loss.





AS A
PUBLIC COMPANY, OUR COST OF DOING BUSINESS WILL INCREASE BECAUSE OF NECESSARY
EXPENSES WHICH INCLUDE, BUT ARE NOT LIMITED TO, ANNUAL AUDITS, LEGAL COSTS, SEC
REPORTING COSTS, COSTS OF A TRANSFER AGENT AND THE COSTS ASSOCIATED WITH NASD
FEES AND COMPLIANCE. FURTHER, OUR MANAGEMENT MAY NEED TO INVEST SIGNIFICANT TIME
AND ENERGY TO STAY CURRENT WITH THE PUBLIC COMPANY RESPOSIBILITIES OF OUR
BUSINESS AND WILL THEREFORE HAVE LITTLE TIME AVAILABLE TO APPLY TO OTHER TASKS
NECESSARY TO OUR SURVIVAL. IT IS POSSIBLE THAT THE BURDEN OF OPERATING AS A
PUBLIC COMPANY WILL CAUSE US TO FAIL TO ACHIEVE PROFITABLILITY. IF WE EXHAUST
OUR FUNDS, OUR BUSINESS WILL FAIL AND OUR INVESTORS WILL LOOSE ALL MONEY
INVESTED IN OUR STOCK.





We
estimate that remaining a public company will cost us in excess of $20,000
annually. This is in addition to all of the other cost of doing business.
Therefore, it is essential that we grow our business rapidly to achieve profits
and maintain adequate cash flow to pay the cost of remaining public. If we fail
to pay public company costs, as such costs are incurred, we will become
delinquent in our reporting obligations and our shares may no longer remain
qualified for quotation on a public market.





WE ARE AT
AN EARLY STAGE OF DEVELOPMENT.  WE HAVE BEGUN TO MARKET BUT HAVE NOT
YET GENERATED 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 and advertising our sailing school. We have
commited substantial resources to maintain our vessel and upgrade safety
equipment for operation as a training vessel. We have located and trained only
one paying student 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 November 30, 2009, our accumulated losses are $
(273,812). Since inception we have earned only very limited 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 .





-
10 -





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





WE WILL
CONTINUE TO REQUIRE SUBSTANTIAL ADDITIONAL FUNDS FOR GENERAL AND ADMINISTRATIVE,
REPAIRS, TRAVEL AND SUPPLIES AND MARKETING COSTS. WE MIGHT NOT BE ABLE TO OBTAIN
ADDITIONAL FUNDING ON ACCEPTABLE TERMS, IF AT ALL. WITHOUT ADDITIONAL FUNDING,
WE WILL FAIL.





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





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





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





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





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.





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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 CONSISTANTLY SAFE, EFFECTIVE OR ACCEPTED IN
THE MARKET.





The
training of offshore sailors is a niche market of undefined size and our mission
to serve this market is likely to meet with slow acceptance and minimal sales.
As of the date of this report, we have trained only two students. Both students
responded to our classified advertisement but the first student and was booked
on a one time  “share expense” basis such that we could initiate our
training operations without further delay. The first student provided us with a
handwritten letter of recommendation and we now provide a copy of this letter to
prospective students. Now that we have had a paying student, we do not presently
anticipate making any more voyages where students are trained on a “share
expense” basis. We are exposed to the dangers of bad weather, commercial ship
traffic and numerous other risks inherent in voyaging across oceans in a small
boat. Our vessel could be disabled, damaged or lost at sea. A client or staff
member could be injured or lost at sea in spite of precautions. In the event our
company encounters a serious and sustained problem with its operations,
shareholders would likely lose their entire investment





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





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





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





Unanticipated
changes in existing regulations, the adoption of new regulations or the erratic
enforcement of or reinterpretation of  existing statute could
adversely affect the development and marketing of our service. Since we have
limited operating history, government regulation could cause unexpected delays
and adversely impact our business in areas where our inexperience might lead to
failure in complying with applicable requirements. Such failure to comply might
also result in criminal prosecution, civil penalties, recall or seizure of our
vessel, or partial or total suspension of operations. Any of these penalties
could delay or prevent the promotion, marketing or sale of our service. We have
neither legal, lobbying or other resources to favorably alter the course of such
developments, and should they occur, shareholders would likely loose their
entire investment.





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.





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12 -







We might
expend our resources to develop services that will face competition from our
competitors and our services might not be successful in the marketplace. Our
future success depends on our ability to timely identify new market trends and
develop, introduce and support new and enhanced services on a successful and
timely basis. We might not be successful in developing or introducing to the
market our services.





EVEN IF
WE CONTINUE TO EXPEND THE FUNDS NECESSARY TO MAINTAIN  OUR
YACHT  TO THE HIGH STANDARD NECESSARY FOR SAFETY AT SEA AND
CONTINUED  OPERATION OF THE SAILING SCHOOL, AND EVEN IF OUR KEY
PERSONNEL ARE AVAILABLE LONG TERM, WE HAVE NOT YET DEMONSTRATED SIGNIFICANT
MARKET ACCEPTANCE AND OUR SERVICE MIGHT NOT GAIN MEANINGFUL MARKET ACCEPTANCE
AMONG THE POSSIBLY LIMITED NUMBER OF PEOPLE WHO WANT TO LEARN TO VOYAGE UNDER
SAIL.





The
degree of market acceptance will depend on a number of factors,
including:





·
            demonstration
      of the efficacy and safety of our training methods and planned
      curriculum;·
            cost-effectiveness;·
            potential
      advantages of alternative sailing schools which may offer similar
      opportunities;·
            the
      effectiveness of marketing through classified
    advertisements.·
            achieving
      market acceptance of our hands-on approach to the training of
      sailors.





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





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








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





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








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13 -








Item
3 -  Defaults Upon Senior Securities.





No
response required.








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





No
response required.








Item
5 -  Other Information.





No
response required.








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





(a)
            Exhibits31.1
            Certification
      of Principal Executive and Financial Officer32.1:
            Section
      1350 Certification(b)
            
            Reports
      on Form 8-K:None.








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:    January
      14, 2010
            BY:
            /s/
      James B. WiegandJames
      B. WiegandPresident









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