S-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KLEANGAS ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

3714
(Primary Standard Industrial Classification Code Number)

45-53499508
(I.R.S. Employer Identification Number)

8110 Ulmerton Rd.
Largo, FL 33771
(727) 364-2744
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

William B. Wylie, President
8110 Ulmerton Rd.
Largo, FL 33771
(727) 364-2744
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Barry J. Miller, Esq.
38275 Remington Park
Farmington Hills, MI 48331
Phone: (248) 232-8039
Fax: (248) 928-1129

As soon as practicable after this Registration Statement becomes effective
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ X ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [     ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [     ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [     ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[     ]	Accelerated filer	[     ]
Non-accelerated filer	[     ]	Smaller reporting company	[ X ]
(Do not check if a smaller reporting company)

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered2	Proposed Maximum Offering Price Per Share	Proposed Maximum Offering Price	Registration Fee
Common Stock, par value $0.000001 per share1	316,500,000	$0.000079623	$25,000.00	$3.41

¹ Represents outstanding shares of common stock offered for resale by certain selling stockholders.

² Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of anti-dilution provisions, stock splits, stock dividends, recapitalizations or other similar transactions.

³ Estimated pursuant to Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee, based on the last private sales price for the common stock of the Registrant as there is currently no public market price for the Registrant’s common stock. Such price was the price per share paid by the investors in the Registrant’s private placement transaction on August 15, 2012, and was determined by the Registrant to be a bona fide estimate of the price per share of the Registrant’s common stock.

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

KLEANGAS ENERGY TECHNOLOGIES, INC.

316,500,000 Shares of Common Stock

This Prospectus relates to the resale of up to 316,500,000 shares of the common stock, par value $0.000001 per share, of Kleangas Energy Technologies, Inc., a Delaware corporation (“Common Stock”), by the selling stockholders.

The prices at which the selling stockholders may sell shares will be determined by the prevailing market price for the shares or in negotiated transactions. The selling stockholders reserve the right to accept or reject, in whole or in part, any proposed purchase of shares. Accordingly, the selling stockholders will determine the public sale price, the amount of any applicable underwriting discounts and commissions and the net proceeds at the time of any sale. The selling stockholders will pay any underwriting discounts and commissions. We will not receive any proceeds from the sale of the Common Stock by the selling stockholders and we will bear all costs associated with the registration of their shares under the Securities Act of 1933, as amended (the “Securities Act”) other than any selling stockholder’s legal or accounting costs or commissions.

Our Common Stock is quoted on Pink Sheets (“Pink Sheets”) and trades under the symbol “WNDS.” As described below, there have been minimal recent public quotations of the Common Stock on Pink Sheets. There has never been an active public market for our Common Stock and the shares offered hereby are being offered in anticipation of the development of a secondary trading market. The last sale of our Common Stock occurred in 2008.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” IN THIS PROSPECTUS BEGINNING ON PAGE 6 FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The selling stockholders are offering to sell and seeking offers to buy shares of our Common Stock only in jurisdictions where such offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our Common Stock. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any distribution of securities in accordance with this Prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus.

The date of this Prospectus is December __, 2012.

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Table of Contents

Prospectus Summary	3
Where You Can Find Additional Information	5
Risk Factors	6
List of Risk Factors	6
Forward-Looking Statements	22
Use of Proceeds	23
Selling Security Holders	23
Plan of Distribution	24
Description of Securities to be Registered	26
Common Stock	27
Description of Business	28
Description of Property	32
Legal Proceedings	32
Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	37
Directors, Executive Officers, Promoters and Control Persons	38
Executive Compensation	41
Security Ownership of Certain Beneficial Owners and Management	42
Legal Matters	46
Experts	46
Interests of Named Experts and Counsel	46
Transfer Agent	46
Financial Statements	47

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PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing in our Common Stock. You should carefully read the entire Prospectus, including the section entitled “Risk Factors” and our financial statements and related notes, before you decide whether to invest in our Common Stock. If you invest in our Common Stock, you are assuming a high degree of risk. See the section entitled “Risk Factors.” References to “Kleangas,” “our,” “our Company,” “us,” or “the Company” refer to Kleangas Energy Technologies, Inc., a Delaware corporation, and its wholly owned subsidiary, Kleangas Enterprises, Inc., a Florida corporation (“Enterprises”), unless the context indicates otherwise. Except where the context otherwise requires, “KGS” refers to Enterprises as it existed prior to the merger described below and “Enterprises” refers to KGS as it has existed from and after that merger.

Overview

The purpose of the Company is to design, manufacture and sell systems that generate oxygen and hydrogen by the electrolysis of water and inject these gases into the mixture of fuel and air used in gasoline and diesel engines (“Oxy-Hydrogen Systems”). Initially, we will rely on third parties to manufacture the systems that we sell; as our business develops, we expect to manufacture systems ourselves and to purchase certain components used in their manufacture from third parties. We will market directly with our own sales force by personal contact, dealerships and an internet website primarily to automotive original equipment manufacturers and owners of fleets of cars and trucks. We commenced operations in May 2012 and are a development-stage company.

The address of the Company is 8110 Ulmerton Rd., Largo, FL 33771 and its telephone number is (727) 364-2744.

Our History

Prior to the Merger

We were incorporated in Delaware on January 8, 2008, for the purpose of acquiring Redmond Capital Corp., a Florida corporation (“Redmond”).

Redmond was incorporated effective September 12, 1996, in the State of Florida as Minex Minerals, Inc. On February 3, 1999, it changed its name to Redmond Capital Corp.

On June 14, 2007, the Circuit Court of the Eleventh Circuit in and for Miami-Dade County, Florida, appointed a receiver over the business of Redmond (Case No. 06-21128 CA 10) and on August 28, 2007, that court issued an order releasing the receiver, closing the case and approving certain actions specified in the receiver’s report, including the issuance of 32 million shares of the common stock of Redmond to Mark Renschler to compensate him for services theretofore rendered to Redmond. Shortly thereafter, he was elected as Mutual’s president, secretary and sole director.

On January 8, 2008, we acquired Redmond through a conversion under Delaware law. On August 14, 2008, we effected a 1-for-2,000 reverse split of our common stock (the “Reverse Merger”). In November 2008, we issued 282,000,000 shares of our common stock and 2,000,000 shares of our Series A Preferred Stock to Mr. Renschler (the “Renschler Shares”).

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In 2009, Mr. Renschler resigned as our sole director and was replaced by Damian Guthrie, who also became our president. On July 31 2010, Mr. Guthrie resigned as an officer and director and was replaced by Richard S. Astrom, who is the father-in-law of Mr. Guthrie. On August 15, 2012, in connection with the merger described below (see “Directors, Executive Officers and Control Persons – Related Parties –Exchange Transaction” on page 41), the Renschler Shares, which had been acquired by Mr. Astrom, were surrendered to the Company and cancelled.

Immediately prior to the merger described below, we were a shell company, with nominal assets and no operations.

The Merger

On August 15, 2012, we entered into a Plan and Agreement of Merger by and among ourselves, KNGS Acquisition, Inc., a Florida corporation and our wholly owned subsidiary (“Acquisition”), and KGS, under which Acquisition was merged with and into KGS, with KGS being the surviving corporation. As a result of the Merger, we are no longer considered a shell company. In connection with the Merger, we issued 2,100,000,000 shares of Common Stock to the holders of the common stock of KGS. As a result of the Merger, William B. Wylie and Dennis J. Klein, who are respectively the president and chairman of the board and who are directors of the Company, became our controlling stockholders.

Also in connection with the Merger:

• We completed a private placement with four investors (the “Private Placement”) of 316,500,000 shares of Common Stock for proceeds of $25,000 in cash and payment for services under Securities Purchase Agreements. We also entered into Registration Rights Agreements with these investors, under which we were obligated to file the registration statement under the Securities Act of which this Prospectus forms a part covering the shares issued in the Private Placement (the “Registration Statement”) and are obligated to use our best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible.

• Richard S. Astrom, our president and sole director, entered into an Exchange Agreement with us, under which 2,000,000 shares of our Common Stock, 2,000,000 shares Series A Preferred Stock and $71,044 of our indebtedness to him were exchanged for a secured promissory note of the Company payable to him in the principal amount of $275,000 and bearing interest at the rate of 0.24% per annum and a payment of $25,000. The promissory note is due August 15, 2013, is subject to acceleration in the event of certain events of default and contains certain restrictive covenants. For further information, see “Directors, Executive Officers and Control Persons – Related Parties –Exchange Transaction” on page 41.

• On August 28, 2012, KGS filed with the Secretary of State of the State of Florida Certificate of Merger Consummating the Merger and on September 26, 2012, we filed a Certificate of Amendment to our Certificate of Incorporation changing our name from “Windsor Resource Corp.” to “Kleangas Energy Technologies, Inc.”
  

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As a result of the Merger, our business is now that of the design, manufacture and sale of Oxy-Hydrogen Systems for use in motor vehicles. For more detailed information as to our business, see “Description of Business,” which begins on page 28.

Our Common Stock is quoted on Pink Sheets under the symbol “WNDS.”

The information contained in this Prospectus, together with the additional information contained in the registration statement of which this Prospectus forms a part, is intended to be “Form 10 Information,” as that term is defined in Rule 144 under the Securities Act.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act relating to the shares of Common Stock being offered by this Prospectus, and reference is made to such registration statement. This Prospectus constitutes the prospectus of the Company filed as part of that registration statement and it does not contain all information included therein, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

In addition, after the effective date of this Prospectus, we will be required to file annual, quarterly, and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-732-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC’s website at http://www.sec.gov.

THE OFFERING

Shares of Common Stock offered by selling stockholders:	This Prospectus relates to the sale by certain selling stockholders of up to 316,500,000 shares of our Common Stock, which were issued in the Private Placement to 11 investors.
Offering Price	Until a market is established, $.02 to $.20 per share; thereafter at market price or privately negotiated prices.
Common stock outstanding before the offering:	2,416,648,358 shares
Common stock to be outstanding after the offering:	2,416,648,358 shares
Use of proceeds:	We will not receive any proceeds from sales of shares of Common Stock by selling stockholders.
Risk factors:	You should carefully read and consider the information set forth under the caption “Risk Factors” beginning on page 6 and all other information set forth in this Prospectus before investing in our Common Stock.
Pink Sheets Symbol:	WNDS

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Prospectus, before making an investment decision. If any of the events associated with the risk factors described below actually occurs, our business, financial condition or results of operations could suffer or we could be unable to continue to operate. In that case, the trading price of our Common Stock could decline, and you could lose all or a part of your investment. You should read the section entitled “Forward Looking Statements” on page 22 for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

RISK FACTORS

Risk Factors Related to Our Financial Condition

If we are unsuccessful in increasing our revenues and raising additional funding, we may possibly cease to continue as a going concern.

While our consolidated financial statements for the period ended September 30, 2012, have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of operations, there are material uncertainties related to certain conditions and events that cast substantial doubt on our ability to continue as a going concern.

Our ability to continue as a going concern is dependent on the successful execution of our business plan, which is aimed at launching our business and obtaining market penetration to attain revenues and operating cash flows, investing in research and product development, entering into complementary markets, obtaining satisfactory overall gross margins, and securing financing to fund our operations as needed.

This plan includes the generation of revenues, profits and related positive operating cash flows. There are various uncertainties affecting our revenues, including the current market environment, our ability to obtain orders, the adoption of new technologies by customers, the continuing development of products, price competition, and the ability of customers to finance purchases. In addition, we will also require additional funding in the form of debt or equity and there are uncertainties surrounding our ability to access additional capital, including the volatility in economic conditions in recent months and years.

Additional funding may be in the form of debt or equity or a hybrid instrument, depending on the needs of the investor. Given economic and credit market conditions, we may not be able to raise additional cash resources through these sources of financing. Accordingly, while we are continuing to review these sources of financing, we may also explore other sources of financing, such as alliances with strategic partners, sales of assets or licensing of our technology, a combination of operating and related initiatives or a substantial reorganization of our business.

There can be no assurances we will achieve profitability or positive cash flows or be able to obtain additional funding or that, if obtained, they will be sufficient, or whether any other initiatives will be successful, such that we will be able to continue as a going concern.

Our inability to generate sufficient cash flows, raise additional capital and actively manage our liquidity may impair our ability to execute our business plan, and result in our reducing or eliminating product development and commercialization efforts, reducing our sales and marketing efforts, and having to forego attractive business opportunities.

At September 30, 2012 we had approximately $310 in cash. There are uncertainties related to the timing and use of our cash resources and working capital requirements. These uncertainties include, among other things, our ability to develop and sell our products, the timing and volume of commercial sales and the associated gross margins of our products and the development of markets for, and customer acceptance of, new products.

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To the extent possible, we will attempt to limit these risks by; (i) continually monitoring our sales prospects, (ii) continually aiming to reduce product cost, and (iii) advancing our technology platforms and product designs. However, because these above factors are not within our control, we may not be able to accurately predict our necessary cash expenditures or obtain financing in a timely manner to cover any shortfalls.

If we are unable to generate sufficient cash flows or obtain adequate additional financing, we may be prevented from executing our business plan. In particular, the development and commercialization of our products could be delayed or discontinued if we are unable to fund the development of our manufacturing capabilities. In addition, we may be forced to reduce our sales and marketing efforts or forego attractive business opportunities.

The uncertain and unpredictable condition of the economy could have a negative impact on our business, results of operations and financial condition, or our ability to accurately forecast our results, and it may cause a number of the risks that we currently face to increase in likelihood, magnitude and duration.

The uncertain and unpredictable condition of the current economy and credit markets affects our outlook in three ways. First, sales of our products depend to some degree on general economic conditions and activity. If the current condition of the economy declines or we experience a continued slow return to economic growth, demand for our products may not increase significantly. Second, the current uncertain economic climate could adversely affect our ability to conduct normal day-to-day sales activities, which may depend on the ability purchasers to finance purchases and which could become increasingly difficult. As a result, we may face new risks that we cannot presently identify. In addition, a number of risks that we ordinarily face and that are further described herein may increase in likelihood, magnitude and duration. These risks include but are not limited to deferrals or reductions of customer orders, deterioration of our customers’ ability to finance purchases, reduced revenue, deterioration in our available cash and liquidity due and an inability to access capital.

Because we expect to incur net losses, we may not be able to implement our business strategy and the price of our common shares may decline.

We have not generated positive net income since our inception. Our current business strategy is first to purchase and sell oxy-hydrogen generators (electrolyzers) manufactured by third parties and subsequently to develop and sell our own line of these products and attain a market leadership position for these products. In so doing, we will incur significant expenditures for general administrative activities, including sales and marketing and research and development. As a result of these costs, we will need to generate and sustain significant revenues and positive gross margins to achieve and sustain profitability. We incurred a net loss of $45,027 from our inception on May 10, 2012, through September 30, 2012. Our accumulated deficit at that date was $347,127. We expect to continue to incur losses at least for the next two fiscal years.

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While we hope to ameliorate these risks and uncertainties by executing our business plan so as to attain forecasted revenues, improving operating cash flows, investing in research and product development, improving gross margins, and securing financing to fund our operations as needed, no assurance can be given that we will be able to do so. If we are unable to do so, we may not be able to continue as a going concern and investors may lose their entire investment.

Our revenues and operating results are likely to fluctuate significantly and may cause the price of our common shares to decline.

Our revenues and operating results are likely to vary as the result from the length of time between our first contact with a customer and the recognition of revenue from sales to that customer. Our products are highly engineered, many are still in development stage and those sold to customers may require programing and physical adjustment to meet customer needs. Therefore, the length of time between approaching a customer and delivering our products to it may be extensive. We plan to offer many potential customers free trials of our products. The success of these trials may determine whether or not the potential customer will purchase our products and even if the trials are successful, some potential customers may not purchase our products. Potential customers may also need to obtain approval at a number of management levels and one or more regulatory approvals. The foregoing may delay a decision to purchase our products and/or result in the loss of funds expended on these trials.

The length and variability of the sales cycles for our products make it impossible to forecast accurately the timing and amount of specific sales and corresponding revenue recognition. The delay or failure to complete one or more large sales transactions could significantly reduce our revenues for a particular period. We expect to expend substantial funds and efforts on marketing our products to a potential customer, without assurance that we will successfully sell our products to that customer. As a result, our operating results are likely to fluctuate significantly and we may fail to meet the expectations of investors; as a result, the price of our common shares may decline.

In order to grow, we will need financing. If we cannot meet our capital requirements, our business will suffer or we will be unable to continue to operate. Our stockholders may be adversely affected by the terms of such financing.

Since we commenced business, our primary methods to obtain the cash necessary for our operating needs have been investments made by our founders, William B. Wylie and Dennis J. Klein, a group of initial investors and a private placement of $25,000. We need to raise additional funds in the future through public or private debt or equity financings in order to continue operations and in particular to fund operating losses; increase our sales and marketing capacities; take advantage of opportunities for internal expansion or acquisitions; hire, train and retain employees; develop new services and the products necessary to provide them; and respond to economic and competitive pressures. We will not be able to grow and become profitable without additional outside capital. The Company believes that it will require capital in the form of equity or borrowed money of approximately $1.5 million during the next 12 months. The Company’s current liquidity presents a material risk to investors because the Company does not currently have sufficient funds to pay its outstanding obligations. See “Liquidity and Capital Resources.” Although the Company is seeking additional capital, it has received no commitment for financing from investors or banks and no assurance can be given that any such commitment will be forthcoming or, if so, in what amount.

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If adequate funds are not available or are not available on acceptable terms, our operating results and financial condition may suffer, our stock price may decline and we may not be able to continue as a going business. We can give no assurance that we will be able to obtain such capital in sufficient amounts or on acceptable terms.

If our capital needs are met through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and may be diluted.

The shares of Enterprises have been pledged to secure certain indebtedness and we may be unable to repay it.

All of the outstanding shares of our wholly owned subsidiary, Enterprises, through which we operate, have been pledged to secure the obligations of the Company under a promissory note in the principal amount of $275,000, all of which is unpaid. For further information about this promissory note, see “Directors, Executive Officers and Control Persons – Related Party Transactions – Exchange Transaction” on page 41. 

Risk Factors Related to Our Business and Industry

We currently have no customers for our products.

We currently have no customers for our products. Our ability to continue as a going concern depends on finding customers. If we are unable to do so, our business will not develop and investors will lose their investments.

Our insurance may not be sufficient.

We plan to carry product liability and other insurance that we consider adequate considering the nature of the risks and costs of coverage. We may not, however, be able to obtain insurance against certain risks or for certain products or to obtain it with a satisfactory level of coverage or on satisfactory financial and business terms.

If we are unable to pay this promissory note when it is due on August 15, 2013, or arrange for an extension of the date on which it is due, the holder of the note will be able to foreclose on these shares, with the results that they would be sold to a third party to satisfy, in whole or in part, the indebtedness payable under the promissory note and the Company would be without operations or material assets. In this event, our stockholders could lose all, or substantially all, of their investment. We do not have funds sufficient to pay this promissory note and no assurance can be given that we will be able to obtain the funds necessary to pay it when due or at all. For further information respecting this promissory note, the circumstances under which it was issued and its holder, see “Directors, Executive Officers and Control Persons – Related Party Transactions – Exchange Transaction.”

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Our business depends substantially on the efforts of our existing management and our business could be severely disrupted if we were to lose their services. We will also need to attract and retain additional management personnel in order to develop our business and no assurance can be given that we will be able to do so

Our future success heavily depends on the continued service of Dennis J. Klein, our Chairman of the Board, William B. Wylie, our President and Acting Chief Financial Officer. If either of both of them were unable or unwilling to continue to work for us in their present positions, we may have to spend a considerable amount of time and resources searching, recruiting, and integrating their replacements, which would substantially divert management’s attention from and severely disrupt our business. We will need to attract and retain additional management to develop our business and may face difficulties in doing so because we are not presently in a position to pay competitive compensation and our future is uncertain. Moreover, if any of our senior executives were to join a competitor or form a competing company, we could lose customers, suppliers, know-how, and key employees.

Significant markets for fuel cell and other hydrogen energy products may never develop or may develop more slowly than we anticipate. This would significantly harm our ability to generate revenues and may cause us to be unable to recover the losses that we have incurred and expect to incur in the development of our products.

Significant markets may never develop for oxy-hydrogen generators and other hydrogen-energy products or they may develop more slowly than we anticipate. Any such delay or failure would significantly harm our revenues and we may be unable to recover the losses that we have incurred and expect to continue to incur in our business. If this were to occur, we may never achieve profitability and our business could fail. Our products are intended for an emerging market, and whether prospective customers will purchase them may be affected by many factors, some of which are beyond our control, including: the emergence of more competitive technologies and products; other environmentally clean technologies and products that could render our products obsolete; the future cost of raw materials, components, catalysts, distilled water and other items used in our products; the regulatory requirements of agencies that impact us, including the development of uniform codes and standards for oxy-hydrogen generator products, hydrogen refueling infrastructure and other oxy-hydrogen energy products, as well as those that affect our customers, which may impede or make impossible or impracticable the development and sale of our products; the existence or nonexistence of government regulation and/or support (see the following risk factor); the manufacturing and supply costs for our components and systems; the perceptions of potential customers, regulators and the general public regarding the safety of our products; the willingness of potential customers to try new technologies; the continued development and improvement of existing power technologies; and the cost of existing and new fuels as compared with the cost fuel furnished by our products.

Changes in government policies and regulations could adversely affect the market for our products.

Our industry is in its development phase and is not currently subject to industry specific government regulations in the United States and Canada, which we believe will be our principal markets for the foreseeable future, relating to matters such as design, storage, transportation and installation of oxy-hydrogen generators products. However, we may in the future encounter government regulations that affect us. For example, federal, state and/or local regulatory approvals or permits may be required for the design, installation and operation of our products; these may be imposed directly upon us, OEMs or fleet customers. To the extent there are delays in gaining such approvals or permits, our development and growth may be constrained. Furthermore, the inability of OEMs or our fleet customers to obtain approvals or permits, or the cost or inconvenience associated with the approval permitting process, could adversely affect demand for our products and, therefore, adversely impact our business.

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Our business will suffer if governmental policies change and no longer encourage the development and growth of clean energy technologies or bestow incentives or other advantages that we do not receive upon competing technologies. The interest by OEMs and fleet owners in alternative energy technology has been driven in part by environmental laws and regulations. There is no guarantee these laws and regulations will not change and any such changes could result in these customers’ reducing or abandoning their interest our products.

Although the development of alternative energy sources and, in particular, clean energy technologies such as oxy-hydrogen electrolyzers has been identified as a significant priority by many governments, we cannot be assured that governments will not change their priorities or that any such change would not materially affect our revenues and our business. If governments change their laws and regulations such that the development of alternative clean energy sources is no longer required or encouraged, the demand for our products may be significantly reduced or delayed and our sales would decline.

Finally, government support by way of legislation, tax and other incentives, policies or otherwise, of clean energy products and technology may adversely affect our business and competitive position.

The development of uniform codes and standards for alternative energy powered vehicles and related refueling infrastructure may not develop in a timely fashion, if at all.

Uniform codes and standards do not currently exist for our products or our customers. Establishment of appropriate codes and standards is a critical element to allow developers of these items to develop products that will be accepted in the marketplace. The development of hydrogen standards is being undertaken by numerous organizations, but it is not clear whether universally accepted codes and standards will occur in a timely fashion, if at all.

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We will continue to face significant competition from other developers and manufacturers of oxy-hydrogen generation systems and other alternative energy products. If we are unable to compete successfully, we may not be able to sell our products or to sell them at sufficient profit margins.

In the market for our products, we will compete with a number of companies who design, manufacture products similar to ours in design or purpose. In many cases, these suppliers have established delivery infrastructure and customer relationships.

In particular, in the commercial production of oxy-hydrogen products, we compete with a number of companies that currently have electrolyzer and oxy-hydrogen generator system development programs. Some of these competitors may be able to deliver competing products before we can. These competitors may be more successful in penetrating their specific markets than we. In addition, an increase in the popularity of our products in particular markets may cause certain of our customers and in particular OEMs, to develop and use some or all of the technologies we are developing.

Competition in our markets is significant and we expect it to intensify in the future. We compete directly and indirectly with a number of companies that provide products and services that are competitive with all, some or part of our products and related services. Most of our existing and potential competitors have greater brand name recognition and their products may enjoy greater initial market acceptance among our potential customers. In addition, many of these competitors have significantly greater financial, technical, sales, marketing, distribution, service and other resources than we have and may also be better able to adapt quickly to customers’ changing demands and to changes in technology. If we are not able to compete successfully in the face of our competitors’ present advantages, our ability to gain market share or market acceptance for our products could be limited, our revenues and our profit margins may suffer, and we may never become profitable.

We face competition for our products from developers and manufacturers of traditional technologies and other alternative technologies.

Each of our target markets is currently served by manufacturers with existing customers and suppliers. These manufacturers use proven and widely accepted traditional technologies such as gasoline- or diesel-powered internal combustion engines and turbines, as well as coal, oil, gas and nuclear powered generators. Additionally, there are competitors working on developing technologies that use fuel cells, energy storage technologies, hydrogen generation technologies and other alternative power technologies, advanced batteries and hybrid battery/internal combustion engines. Competition in our target markets may also come from existing power technologies, such as batteries and fuel cells that supply power for electric or hybrid vehicles, from improvements to these technologies and from new alternative power technologies, including other types of fuel enhancement products.

It is not possible to predict whether we will be able to compete effectively with these products. If we cannot do so, our ability to gain market share or market acceptance for our products could be limited, our revenues and our profit margins may suffer, and we may never become profitable.

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The successful execution of our strategy for the sale of our products depends on developing relationships with OEMs, fleet owners and distributors.

Our strategy for the sale of our products is to develop and manufacture products and systems for sale to OEMs and fleet owners. Our success will be heavily dependent on our ability to establish and maintain relationships with these customers, who will install our products into their vehicles and, to a degree that we cannot presently predict, on our ability to find suppliers and customers who are willing to assume some of the research and development costs and risks associated with our technologies and products and on our ability to establish a national distribution system. Our performance may, as a result, depend on the success of other companies, and there are no assurances of their success.

We can offer no assurance that OEMs will manufacture vehicles that can use our products, or, if they do manufacture them, that they will use our products as components. These vehicles and the installation of our products in them will be complex and any problems encountered by OEMs in designing, manufacturing or marketing their products, whether or not related to the incorporation of our products, could delay sales of our products and adversely affect our financial results. Our ability to sell our products to OEMs may depend to a significant extent on their sales and distribution networks and service capabilities.

With respect to fleet owners, we can give no assurance that particular vehicles in their fleets can be modified to accept our products, or, if they can be modified, whether these modifications can be made at an acceptable cost. We can also give no assurance that, in the future, fleet owners will purchase vehicles capable of modification. Finally, we can give no assurance that fleet owners will not purchase vehicles from OEMs that have products made by us or our competitors already installed. If so, our revenues and profits will be adversely affected because, if the installed product was made by our competitor, we will have lost a sales opportunity and if it was manufactured by us, we will likely have sold it to an OEM at a lower price and at a lower profit margin than we would have sold it to a fleet owner, as well as have lost the revenue that we would have recognized from installation and maintenance charges.

Finally, we can give no assurance that we will be able to establish a national distribution system or that, if we are able to do so, that our distributors will be able successfully to market our products.

In addition, some of our agreements with customers – in particular OEMs – may require us to provide shared intellectual property rights in certain situations, and there can be no assurance that any future relationships we enter into will not require us to share some of our intellectual property. Any change in the fuel enhancement, oxy-hydrogen or alternative fuel strategies of a customer could have a material adverse effect on our business and our future prospects.

In addition, in some cases, our relationships with our customers may initially be governed by a non-binding memorandum of understanding or a letter of intent. We cannot provide the assurance that we will be able to successfully negotiate and execute definitive agreements with any of these customers, and failure to do so may effectively terminate the relevant relationship, with adverse results.

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We are dependent on third party suppliers for key materials and components for our products. If these suppliers become unable or unwilling to provide us with sufficient materials and components on a timely and cost-effective basis, we may be unable to manufacture our products cost-effectively or at all, and our revenues and gross margins would suffer.

We rely on third party suppliers to provide key materials and components for our products. While we will undertake due diligence before engaging with a supplier, a supplier’s failure to provide materials or components in a timely manner, or to provide materials and components that meet our quality, quantity or cost requirements, or our inability to obtain substitute sources for these materials and components in a timely manner or on terms acceptable to us, may harm our ability to manufacture our products cost-effectively or at all, and our revenues and gross margins might suffer. To the extent we are unable to develop and patent our own technology and manufacturing processes and, to the extent that the processes our suppliers use to manufacture materials and components are proprietary, we may be unable to obtain comparable materials or components from alternative suppliers and that could adversely affect our ability to produce commercially viable products.

We may not be able to manage successfully the anticipated expansion of our operations.

Our anticipated expansion in facilities, staff and operations may place serious demands on our managerial, technical, financial and other resources. We may be required to make significant investments in our engineering and logistics systems and our financial and management information systems, as well as retaining, motivating and effectively managing our employees. While we intend continually to monitor our sales outlook and adjust our business plan as necessary, our management skills and systems currently in place may not enable us to implement our strategy or to attract and retain skilled management, engineering and production personnel. Our failure to manage our growth effectively or to implement our strategy in a timely manner may significantly harm our ability to achieve profitability.

We need to recruit, train and retain key management and other qualified personnel to successfully expand our business.

Our future success will depend in large part on our ability to recruit and retain experienced research and development, engineering, manufacturing, operating, sales and marketing, customer service and management personnel. We compete in emerging markets and there are a limited number of persons with the appropriate combination of skills needed to provide the services our customers will require. We may experience difficulty in recruiting qualified personnel. If we do not attract such personnel, we may not be able to expand our business. In addition, new employees may require substantial training, which will require significant resources and management attention. Our success also depends on retaining our key management, research, product development, engineering, marketing and manufacturing personnel. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.

We may acquire technologies or companies in the future, and these acquisitions could disrupt our business and dilute our stockholders’ interests.

We may acquire additional technologies or other companies in the future and we cannot assure that we will be able to successfully integrate their operations or that the cost savings we anticipate will be fully realized. Entering into an acquisition or investment entails many risks, any of which could materially harm our business, including: diversion of management’s attention from other business concerns; failure to effectively assimilate the acquired technology, employees or other assets into our business; the loss of key employees from either our current business or the acquired business; and the assumption of significant liabilities of the acquired company.

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If we complete additional acquisitions, we may dilute the ownership of current stockholders. In addition, achieving the expected returns and cost savings from our past and future acquisitions will depend in part on our ability to integrate the products and services, technologies, research and development programs, operations, sales and marketing functions, finance, accounting and administrative functions, and other personnel of these businesses into our business in an efficient and effective manner. We cannot ensure we will be able to do so or that the acquired businesses will perform at anticipated levels. If we are unable to successfully integrate acquired businesses, our anticipated revenues may be lower and our operational costs may be higher.

We have no experience in manufacturing our products and if we do not develop adequate manufacturing processes and capabilities to do so in a timely manner, we may be unable to achieve our growth and profitability objectives.

We have limited experience manufacturing products. In order to implement our plan to manufacture our own products after an initial period during which we will sell products manufactured by third parties, we will need to develop plans for efficient, low-cost manufacturing capabilities and processes that will enable us to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market such products. We can give no assurance that we will be able to implement these plans such that they will satisfy the requirements of our customers. Our failure to develop these manufacturing processes and capabilities in a timely manner could prevent us from achieving our growth and profitability objectives as projected or at all.

Risk Factors Related to Our Products and Technology

We may never complete the development of commercially viable products and if we fail to do so, we will not be able to meet our business and growth objectives.

Because both our business and industry are still in the developmental stage, we do not know when or whether we will successfully complete research and development of commercially viable products. If we do not complete the development of these products, we will be unable to meet our business and growth objectives. We expect to face unforeseen challenges, expenses and difficulties as a developing company seeking to design, develop and manufacture planned and new products. Our future success also depends on our ability to market our products effectively. No assurance can be given that we will succeed in these endeavors.

We may not be able to manufacture our products at competitive prices and demonstrate their reliability. If we fail to do so, potential customers will be unlikely to purchase our products and we will not generate sufficient revenues to achieve and sustain profitability.

While plan to manufacture our products at competitive prices, we may not be able to do so. The prices of our products are dependent largely on material and manufacturing costs. We cannot guarantee we will be able purchase raw materials or components at the prices and/or to maintain manufacturing costs at the levels at which we will be able to produce competitive and reliable products. If we are unable to manufacture such products, we would not be able to generate sufficient revenues with positive gross margins to achieve and sustain profitability.

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Field tests of our products could negatively affect our customer relationships and increase our manufacturing costs.

We plan to field test our products continuously and one of our sales strategies is to permit customers to use our products on a test basis. Any failures in these tests could harm our competitive position and impair our ability to sell our products. These tests may reveal, among other things, the failure of our technology, the failure of the technology of others and the failure to combine these technologies properly. In addition, our field test programs may be delayed. Any delay in or failure of our field tests, whether it occurs internally or with our customers, could damage our reputation and the reputation of our products and limit our sales. Such field test failures may negatively affect our relationships with customers, require us to extend field testing longer than anticipated before undertaking commercial sales and require us to develop further our technology in light of such failures.

Rapid technological advances or the adoption of new codes and standards could impair our ability to deliver our products in a timely manner and, as a result, our revenues would suffer.

Our success will depends in large part on our ability to keep our products current and compatible with evolving technologies, codes and standards. Unexpected changes in technology or in codes and standards could disrupt the development of our products and prevent us from meeting deadlines for the delivery of products. If we are unable to keep pace with technological advancements and adapt our products to new codes and standards in a timely manner, our products may become uncompetitive or obsolete and our revenues would suffer.

We may depend on intellectual property and our failure to protect that intellectual property could adversely affect our future growth and success.

Failure to protect our intellectual property rights may reduce our ability to prevent others from using technology that we may develop. We will rely on a combination of patent, trade secret, trademark and copyright laws to protect our intellectual property. Some of our intellectual property is currently not covered by any patent or patent application. Patent protection is subject to complex factual and legal criteria that may give rise to uncertainty as to the validity, scope and enforceability of a particular patent. Accordingly, we cannot assure that: any of the patents owned by us or third party patents licensed to us will not be invalidated, circumvented, challenged, rendered unenforceable, or licensed to others; or any of our pending or future patent applications will be issued with the breadth of protection that we seek, if at all.

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited, not applied for, or unenforceable in foreign countries.

Furthermore, as noted above, we may in some circumstances provide for shared intellectual property rights. For instance, where intellectual property is developed pursuant to our use of technology licensed from OEMs, we may be required to commit to provide certain exclusive or non-exclusive licenses in their favor and, in some cases, the intellectual property may be jointly owned. As a result of these licenses, we may be limited or precluded, as the case may be, in the exploitation of such intellectual property rights. We may also be required to license our technology to OEMs so that they may manufacture our product in the event that we fail to make deliveries of our products under our contracts with OEMs.

While we intend to seek to protect our proprietary intellectual property through contracts, including confidentiality and similar agreements, with our customers and employees, we cannot assure that the parties who enter into such agreements with us will not breach them, that we will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of these relationships.

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If necessary or desirable, we may seek licenses under the patents or other intellectual property rights of others. However, we cannot as sure we will obtain such licenses or that the terms of any offered licenses will be acceptable to us. Our failure to obtain a license from a third party for intellectual property we use in the future could cause us to incur substantial liabilities and to suspend the manufacture and shipment of products or our use of processes that exploit such intellectual property. In addition, failure to obtain such a license could affect our ability to manufacture competitive products.

Our involvement in intellectual property litigation could negatively affect our business.

Our future success and competitive position will depend in part on our ability to obtain or maintain the proprietary intellectual property used in our principal products. In order to establish and maintain such a competitive position, we may need to prosecute claims against others who we believe are infringing our rights and defend claims brought by others who believe we are infringing their rights. Our involvement in intellectual property litigation could result in significant expense to us, adversely affect sales of any products involved or the use or licensing of related intellectual property and divert the efforts of our technical and management personnel from their principal responsibilities, regardless of whether such litigation is resolved in our favor. If we are found to be infringing on the intellectual property rights of others, we may, among other things, be required to pay substantial damages; cease the development, manufacture, use, sale or importation of products that infringe on such intellectual property rights; discontinue processes incorporating the infringing technology; expend significant resources to develop or acquire non-infringing intellectual property; or obtain licenses to the relevant intellectual property.

We cannot offer any assurance that we will prevail in any such intellectual property litigation or that, if we were not to prevail in such litigation, licenses to the intellectual property we are found to be infringing on would be available on commercially reasonable terms, if at all. The cost of intellectual property litigation as well as the damages, licensing fees or royalties that we might be required to pay could have a material adverse effect on our business and financial results.

We could be liable for environmental damages resulting from our research, development or manufacturing operations or from the use of our products in our customers’ vehicles.

The nature of our business, and especially the use of our products in motor vehicles, exposes us to the risk of harmful substances escaping into the environment, which could result or be alleged to result in personal injury or loss of life, damage to or destruction of property, and natural resource damage. Depending on the nature of the claim, insurance policies may not adequately reimburse us for costs incurred in settling environmental damage claims and, in some instances, we may not be reimbursed at all. Our business is subject to numerous laws and regulations that govern environmental protection and human health and safety. These laws and regulations have changed frequently in the past and it is reasonable to expect additional more stringent changes in the future. Our operations may not comply with future laws and regulations and we may be required to make significant unanticipated capital and operating expenditures. If we fail to comply with applicable environmental laws and regulations, government authorities may seek to impose fines and penalties on us, or to revoke or deny the issuance or renewal of operating permits, and private parties may seek damages from us. Under those circumstances, we might be required to curtail or cease operations, conduct site remediation or other corrective action, or pay substantial damage claims.

Our products use flammable fuels that are inherently dangerous substances and could subject us to product liabilities.

Our financial results could be materially impacted by accidents involving either our products or those of other electrolyzer manufacturers, either because we face claims for damages or because of the potential negative impact on demand for our products. Our products generate and use oxy-hydrogen, which is a highly flammable and in some cases explosive gas. As a supplier of products and systems to OEMs and fleet owners, we may face an inherent business risk of exposure to product liability claims in the event our products, or the equipment into which our products are incorporated, malfunction and result in personal injury, death or damage to property. We may be named in product liability claims even if there is no evidence our systems or components caused the accidents. Product liability claims could result in significant losses from expenses incurred in defending claims or the award of damages. Since our products have not yet gained market acceptance, any accidents involving our products or similar products of third parties, could materially impede acceptance of our products. In addition, although we intend to obtain product liability coverage adequate to cover these risks, we may be held responsible for damages beyond the scope of that insurance coverage.

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Risk Factors Related to Ownership of Our Common Shares

A small number of stockholders collectively owns a significant portion of our common stock and may authorize or prevent corporate actions to the detriment of other stockholders.

These persons beneficially own shares of our outstanding Common Stock representing substantially more than 50% of the votes eligible to be cast by stockholders in the election of directors and on other matters. Accordingly, they have power to control all matters requiring the approval of our stockholders, including the election of directors and the approval of mergers and other significant corporate transactions. Their interests could conflict with the interests of our other stockholders.

Our Common Stock is quoted on Pink Sheets, which may limit its liquidity and price more than if it were quoted or listed on a national securities exchange, the NASDAQ Stock Market or the OTC Bulletin Board.

Our Common Stock is currently quoted on Pink Sheets, an inter-dealer automated quotation system for equity securities which provides a significantly more limited market and may limit the liquidity and price of our Common Stock more greatly than would be the case if it were listed or quoted on a national securities exchange, the NASDAQ Stock Market or the OTC Bulletin Board. Some investors may perceive our Common Stock to be less attractive because it is quoted on Pink Sheets. In addition, as a company quoted on Pink Sheets, we may not attract the extensive analyst coverage that is received by companies listed or quoted elsewhere. Further, institutional and other investors may have investment guidelines that restrict or prohibit their investing in securities quoted on the Pink Sheets. These factors may have an adverse impact on the trading and price of our Common Stock and a long-term adverse impact on our ability to raise capital.

Because we became a company whose shares are publicly traded by means of a “reverse merger,” we may not attract the attention of major brokerage firms.

We became a company whose shares are publicly traded through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our Common Stock. There is no assurance that brokerage firms will be interested in conducting secondary offerings on behalf of our Company or in privately placing our securities with their customers.

Sales of our Common Stock in the public market could lower its price and impair our ability to raise funds in securities offerings.

If our stockholders sell substantial amounts of their Common Stock in the public markets, or if it is perceived that such sales may occur, the price of our Common Stock could fall and make it more difficult for us to sell equity, or equity-related securities at a price that we deem appropriate.

The trading price of our Common Stock may decrease due to factors beyond our control.

The securities markets, and in particular the market for securities quoted on Pink Sheets, have from time to time experienced extreme price and volume fluctuations which have often been unrelated to the financial performance of the companies listed or quoted thereon. These fluctuations may adversely affect the market price of our Common Stock and make it more difficult for us to sell equity, or equity-related securities at a price that we deem appropriate.

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The market price of our Common Stock may also fluctuate significantly in response to the following factors, many of which are unpredictable or beyond our control, regardless of our actual performance: variations in our quarterly operating results; changes in general economic conditions; changes in market valuations of similar companies; announcements by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments; loss of a major supplier, customer, partner or joint venture participant post-merger; and the addition or loss of key management personnel. As a result, our stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

The market price for our Common Stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, a limited operating history, a lack of profits and an uncertain future. You may be unable to sell your Common Stock at or above your purchase price, which may result in substantial losses to you.

The market for our Common Stock may be subject to significant price volatility for the indefinite future for a number of reasons. As a consequence of the thin and sporadic trading in our Common Stock, the trading of relatively small quantities of shares by our stockholders may disproportionately affect their price. Also, the price for our Common Stock could decline precipitously in the event that a large number of shares were sold without commensurate demand. In addition, we are a speculative or “risky” investment due to our limited operating history, our lack of profits and our uncertain future. As a consequence, investors may be inclined to sell their shares more quickly and at lower prices than would be the case with the stock of a less risky issuer. We can make no predictions as to the future prices for shares of our Common Stock.

No dividends. We do not intend to pay dividends for the foreseeable future, and you must rely on increases in the market prices of our Common Stock for returns on your investment. If you are seeking cash dividends, you should not purchase our Common Stock.

For the foreseeable future, we intend to retain our earnings, if any, to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Common Stock. Accordingly, investors must be prepared to rely on sales of their Common Stock after price appreciation to earn an investment return, but no assurance can be given that the price of our Common Stock will appreciate or, if it does, that it will remain at or above the level to which it has appreciated. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, capital needs, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

We are likely to be subject to penny stock regulations and restrictions and, if so, you may have difficulty selling shares of our Common Stock.

The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to certain exemptions. We believe that, for a period after the date of this prospectus, the length of which is unpredictable, our Common Stock will be a “penny stock”, subject to Rule 15g-9 under the Exchange Act, or the so-called “Penny Stock Rule,” which imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouses). If our Common Stock ceases to be a penny stock because its market price is more than $5.00 per share, a reduction in its market price below $5.00 would cause it to be a penny stock again. For transactions subject to Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers, and in turn the ability of our stockholders, to sell our Common Stock.

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For any transaction involving a penny stock, unless exempt, a disclosure schedule prepared by the SEC relating to the penny stock market must be delivered prior to any transaction. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information as to the limited market for penny stock.

There can be no assurance that shares of our Common Stock would qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were to be exempt from the Penny Stock Rule, Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest, would be applicable.

If we are an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statements will not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, since the Company will be an issuer of penny stock, it will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could adversely affect our financial condition.

Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months or 1 year, depending on various factors. The holding period for our Common Stock would be 1 year if our Common Stock could be sold under Rule 144. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or that has been at any time previously a shell company. The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Until the Reverse Merger, we were a shell company.

The SEC has provided an exception to this unavailability if and for as long as the following conditions are met:

• The issuer of the securities that was formerly a shell company has ceased to be a shell company,

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• The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
• The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
• At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Although we have filed Form 10 Information with the SEC in the registration statement of which this prospectus forms a part, stockholders who receive our restricted securities will not be able to sell them pursuant to Rule 144 without registration until we have met the other requirements of this exception and then for only as long as we continue to meet those requirements and are not a shell company. No assurance can be given that we will meet these requirements or that, if we have met them, we will continue to do so, or that we will not again be a shell company.

We will incur increased costs as a result of being a public company, which could affect our profitability and operating results.

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the new rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some of our activities more time-consuming and costly. We expect to spend at least $50,000, and perhaps substantially more, in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect our profitability and our results of operations. As indicated below, the so-called “Jobs Act” has relieved us of certain obligations with respect to reporting.

Because our Common Stock is not registered under the Exchange Act, we will not be subject to the federal proxy rules and our directors, executive offices and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In addition, our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 stockholders of record on the first day of a fiscal year.

Our Common Stock is not registered under the Exchange Act and we do not intend to register our Common Stock thereunder for the foreseeable future. However, we will register our Common Stock thereunder if we have, after the last day of our fiscal year, total assets of more than $10,000,000 and 2,000 record holders or 500 record holders who are not accredited investors, in accordance with Section 12(g) of the Exchange Act. As of the date of this prospectus, we had 72 stockholders of record and assets of $310. We are currently required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act. However, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from stockholders without filing with the SEC and furnishing to them a proxy or information statement, and in the case of a proxy solicitation a form of proxy, complying with the SEC’s rules.

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In addition, as long as our Common Stock is not registered under Section 12 of the Exchange Act, our directors, executive officers and beneficial holders of 10% or more of our outstanding Common Stock and other equity securities will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires these persons to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports providing information concerning their ownership of Common Stock and other equity securities. Such information will be available only through such periodic reports that we file and registration statements that we may file with the SEC. Furthermore, as long as our Common Stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has become effective), we have fewer than 300 stockholders of record. This suspension is automatic and does not require any filing with the SEC. In this event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

The provisions of the JOBS Act have reduced the information that we are required to disclose, which could adversely affect our stock price.

Under the recently enacted Jumpstart Our Business Startups Act (the “Jobs Act”), the information that we are required to disclose has been reduced in a number of ways. 

Before the adoption of the Jobs Act, we were required to register our Common Stock under the Exchange Act within 120 days after the last day of our first fiscal year in which we had total assets exceeding $1,000,000 and 500 record holders of our Common Stock; the Jobs Act has changed this requirement such that we must register our Common Stock under the Exchange Act within 120 days after the last day of our first fiscal year in which we had total assets exceeding $10,000,000 and 2,000 record holders or 500 record holders who are not accredited investors. As a result, we are now required to register our Common Stock under the Exchange Act substantially later than previously.

As a company that had gross revenues of less than $1 billion during our last fiscal year, we are an “emerging growth company,” as defined in the Jobs Act (an “EGC”). We will retain that status until the earliest of (A) the last day of the fiscal year which we have total annual gross revenues of $1,000,000,000 (as indexed for inflation in the manner set forth in the Jobs Act) or more; (B) the last day of the fiscal year of following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act (December 20, 2016); (C) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor thereto. As an EGC, we are relieved from certain significant requirements:

• We are excluded from Section 404(b) of Sarbanes-Oxley, which otherwise would have required our auditors to attest to and report on our internal control over financial reporting. The JOBS Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or changes to the auditor’s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC and (ii) any other future rules adopted by the PCAOB will not apply to our audits unless the SEC determines otherwise.

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• The JOBS Act amended Section 7(a) of the Securities Act to provide that we need not present more than two years of audited financial statements in an initial public offering registration statement and in any other registration statement, need not present selected financial data pursuant to Item 301 of Regulation S-K for any period prior to the earliest audited period presented in connection with such initial public offering. In addition, we are not required to comply with any new or revised financial accounting standard until such date as a private company (i.e., a company that is not an “issuer” as defined by Section 2(a) of Sarbanes-Oxley) is required to comply with such new or revised accounting standard. Corresponding changes have been made to the Exchange Act, which relates to periodic reporting requirements, which would be applicable to us if we were required to comply with them. Also, as long as we are an EGC, we may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a “smaller reporting company.”
• In the event that we register our Common Stock under the Exchange Act, the JOBS Act will also exempt us from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act, (ii) the requirements of Section 14A(b) of the Exchange Act relating to stockholder advisory votes on “golden parachute” compensation, (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance, and the requirement of Section 953(b)(1)of the Dodd-Frank Act, which will require disclosure as to the relationship between the compensation of our chief executive officer and median employee pay.

Since we are not required, among other things, to file reports under Section 13 of the Exchange Act or to comply with the proxy requirements of Section 14 of the Exchange Act until we register our Common Stock under Section 12 of the Exchange Act or to comply with certain provisions of Sarbanes-Oxley and the Dodd-Frank Act and certain provisions and reporting requirements of or under the Securities Act and the Exchange Act or to comply with new or revised financial accounting standards as long as we are an EGC, and our officers, directors and 10% stockholders are not required to file reports under Section 16(a) of the Exchange Act until such registration occurs, the Jobs Act has had the effect of reducing the amount of information that we and our officers, directors and 10% stockholders are required to provide for the foreseeable future.

As a result of such reduced disclosure, our stock price may be adversely affected.

FORWARD-LOOKING STATEMENTS

Statements in this Prospectus may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors, including those described under “Risk Factors” on page 6 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 32 and elsewhere in this Prospectus and in other documents which we will file with the SEC.

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In addition, the outcome of our forward-looking statements could be affected by risks and uncertainties related to our ability to raise the capital that we require for our operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate them with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date of this Prospectus and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Prospectus.

USE OF PROCEEDS

The selling stockholders will receive all of the proceeds from the sale of the Common Stock offered by them under this Prospectus. We will not receive any of these proceeds.

SELLING STOCKHOLDERS

The selling stockholders may sell up to 316,500,000 shares of Common Stock from time to time in one or more offerings under this Prospectus. None of the selling stockholders is a broker-dealer.

The following table details the name of each selling stockholder, the number of shares of Common Stock owned by each selling stockholder before this offering, the number of shares that may be offered by each of them for resale under this Prospectus and the number of shares to be owned by each of them after this offering is completed, assuming that all of the shares offered by each of them are sold. However, because each selling stockholder may offer all, some or none of the shares that it holds, and because, based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares that will be held by any selling stockholder after the offering can be provided.

Name of selling stockholder	Amount of securities of the class owned by the selling stockholder before the offering	Amount to be offered for the selling stockholder’s account	Amount and (if one percent or more) percentage of the class to be owned by the selling stockholder after the offering is complete
1947 Inc.1	100,000,000	100,000,000	0
Magnolia Equity Inc. 2	32,750,000	32,750,000	0
Fidelis Deposit Corporation3	28,500,000	28,500,000	0
Ryanne Consulting Services Inc. 4	12,500,000	12,500,000	0
Charles Wilson	2,500,000	2,500,000	0
Aurora Capital, Inc.5	17,500,000	17,500,000	0
Malvern Hill, Inc.6	17,500,000	17,500,000	0
Barrett Financial Group, Inc.7	25,000,000	25,000,000	0
Rigos Management Inc.8	25,000,000	25,000,000	0
For Your Information, Inc.9	2,500,000	2,500,000	0
1949 Wizard Inc.10	52,750,000	52,750,000	0
TOTAL	316,500,000	316,500,000	0

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1	The natural person with voting and dispositive power for 1947 Inc. is Richard S. Astrom.
2	The natural person with voting and dispositive power for Magnolia Equity Inc. is Rebecca Guthrie.
3	The natural person with voting and dispositive power for Fidelis Deposit Corporation is Barry J. Miller.
4	The natural person with voting and dispositive power for Ryanne Consulting Services Inc. is Mitchell Tannenbaum.
5	The natural person with voting and dispositive power for Aurora Capital, Inc. is Scott Allen Johnson.
6	The natural person with voting and dispositive power for Malvern Hill, Inc. is David Kleiman.
7	The natural person with voting and dispositive power for Barrett Financial Group, Inc. is Linda Barrett.
8	The natural person with voting and dispositive power for Rigos Management Inc. is Stephan K. Riggs.
9	The natural person with voting and dispositive power for For Your Information, Inc. is Roger Pawson.
10	The natural person with voting and dispositive power for 1947 Wizard Inc. is Pamela Astrom, who is the wife of Richard Astrom.

PLAN OF DISTRIBUTION

This Prospectus relates to 316,500,000 shares of Common Stock offered by the selling stockholders.

Our Common Stock is quoted on Pink Sheets under the symbol WNDS.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest may, from time to time, sell all or a portion of their shares at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such market prices or at negotiated prices. The selling stockholders may offer their shares at various times in one or more of the following transactions:

• on any national securities exchange, or other market on which our Common Stock may be listed at the time of sale;
• in the over-the-counter market;
• through block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
• through purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus;
• in ordinary brokerage transactions and transactions in which the broker solicits purchasers;
• through options, swaps or derivatives;
• in privately negotiated transactions; or

• in transactions to cover short sales.

In addition, the selling stockholders may sell their shares that qualify for sale pursuant to Rule 144 under the Securities Act under the terms thereof rather than pursuant to this Prospectus if that rule becomes available for the sale of their shares.

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The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares upon terms and conditions that will be described in a supplement to this Prospectus. In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders or, if any such broker-dealer acts as agent for the purchaser of such shares, from such purchaser in amounts to be negotiated. Such compensation may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share, and, to the extent such broker-dealer is unable to do so acting as agent for the selling stockholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with such resales, broker-dealers may pay to or receive from the purchasers of such shares commissions as described above.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in sales of the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

From time to time the selling stockholders may engage in short sales, short sales against the box, puts and calls and other hedging transactions in the Common Stock, to the extent permitted by applicable law and regulations, and may sell and deliver shares in connection with such transactions or in settlement of securities loans. These transactions may be entered into with broker-dealers or other financial institutions. In addition, from time to time and if permitted by applicable law and regulation, the selling stockholders may pledge their shares under the margin provisions of their customer agreements with their respective broker-dealers. Upon delivery of the shares or a default by the selling stockholder, the broker-dealer or financial institution may offer and sell the pledged shares from time to time.

We intend to induce a market maker to file an application with FINRA so that the shares of our Common Stock may be quoted on the Over-the-Counter Bulletin Board maintained by FINRA. There are no assurances that we will be able to locate such a market maker or that the application, if filed, will be accepted by FINRA, and we cannot estimate the time that the application process will require. We are not permitted to file such application on our own behalf. If an application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. There is no assurance as to the price at which our Common Stock will trade as prices for the Common Stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the Common Stock, investor perception of us and general economic and market conditions.

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The selling stockholders, alternatively, may sell all or any part of the shares offered in this Prospectus through an underwriter. No selling stockholder has entered into any agreement with a prospective underwriter.

If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the Common Stock, we would be required to amend the registration statement of which this Prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.

We have agreed to use our best efforts to keep this Prospectus effective until the earlier of (i) the date when all of the shares covered by the registration statement of which this prospectus is a part have been sold or (ii) the date on which these shares may be sold without restriction pursuant to Rule 144.

We have agreed to indemnify each selling stockholder and certain persons related or connected to each selling stockholder against certain liabilities, including liabilities under the Securities Act or, in the event that such indemnification is unavailable because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise), to contribute to the payments that the selling stockholder or such persons may be required to make in respect of such liabilities.

We have agreed to indemnify certain of the selling stockholders, or their transferees or assignees, against certain liabilities, including liabilities under the Securities Act or to contribute to payments the selling stockholder or their respective pledgees, donees, transferees or other successors in interest, may be required to make in respect of such liabilities.

We are paying all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholders, other than brokerage commissions or underwriter discounts.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 3,000,000,000 shares of Common Stock, $0.000001 par value per share, and 10,000,000 shares of preferred stock which are issuable in series. As of October 31, 2012, there were 2,416,648,358 outstanding shares of Common Stock and no shares of preferred stock outstanding. For information respecting certain transactions that have affected the number of shares of Common Stock outstanding, see “Prospectus Summary – Our History” on page 3.

The following table reflects the number of shares of Common Stock outstanding as a result of the Merger and the Private Placement, as well as the number of shares of Common Stock that are available for issuance after these transactions.

Shares of Common Prior to Merger	Shares of Common Stock issued in Merger	Shares of Common Stock issued in Private Placement	Total Shares of Common Stock Outstanding	Shares of Common Stock Available for Issuance	Authorized Shares of Common Stock
148,358	2,100,000,000	316,500,000	2,416,648,358	583,351,642	3,000,000,000

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Common Stock

Each stockholder is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not authorized. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of Common Stock are entitled to receive dividends out of legally available assets at such times and in such amounts as our Board of Directors may from time to time determine. However, the Board does not expect to declare dividends for the foreseeable future. See “Risk Factors – Risks Related to Ownership of Common Stock – No Dividends” on page 19.

Our Common Stock is not subject to conversion or redemption and holders of Common Stock are not entitled to preemptive rights. Upon the liquidation, dissolution or winding up of the Company, the remaining assets legally available for distribution to stockholders, after payment of claims or creditors and the payment of liquidation preferences, if any, on outstanding preferred stock, are distributable ratably among the holders of Common Stock and any participating preferred stock outstanding at that time.

Preferred Stock

Our Board of Directors has authority, without action by the stockholders, to designate and issue preferred stock in one or more series and to designate the rights, preferences and privileges of each such series, any or all of which may be superior to the rights of our Common Stock. It is not possible to state the actual effect of the issuance of a future series of preferred stock on the rights of holders of the Common Stock until the Board of Directors determines the specific rights, preferences and privileges of that series. However, these effects might have the effect of: (a) restricting dividends paid to the holders of shares of Common Stock; (b) diluting the voting power of the holders of shares of Common Stock; (c) impairing the liquidation rights of holders of shares of Common Stock and (d) delaying or preventing a change in control of the Company.

Series A Preferred Stock

The Board of Directors has designated a series of 5,000,000 shares of preferred stock denominated Series A Convertible Preferred Stock, $0.000001 par value per share. No shares of this series are issued or outstanding. When issued, all shares of that series collectively possess 75% of the voting power of the Company. Each share of this series is entitled to voting rights equal to 1,000 shares of Common Stock and, as long as any shares of this series are outstanding, the Company may not, without the affirmative vote of the holders of 75% or more of the then outstanding shares thereof (a) alter or change adversely the powers, preferences or rights given thereto or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined) senior to or otherwise pari passu therewith, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders thereof, (d) increase the number of authorized shares thereof or (e) enter into any agreement with respect to any of the foregoing. If issued, this series will rank senior to all other classes of our capital stock outstanding.

No provision has been made for dividends on the Series A Preferred Stock.

Upon any Liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holder of shares of this series shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the amount paid therefor, before any distribution or payment shall be made to the holders of Common Stock or any other junior securities.

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Each share of this series shall be convertible, at any time and from time to time from after its issuance at the option of the holder thereof, into 10 shares of Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares).

Shares of Series A Preferred Stock are not redeemable.

Anti-Takeover Effects of Preferred Stock

For a discussion of the potential anti-takeover effects of our preferred stock, see “Certain Provisions of Law and Our Organizational Instruments – Preferred Stock” on page 46.

Warrants and Options

The Company has no warrants or options outstanding.

DESCRIPTION OF BUSINESS

Introduction

We are the parent of Enterprises and conduct no business. We have no material assets other than all of the outstanding shares of Enterprises. We have no plans to conduct any business activities other than obtaining or guaranteeing financing for the business conducted by Enterprises or assisting Enterprises in obtaining such financing.

Through Enterprises, we will design, manufacture and sell Oxy-Hydrogen Systems. The purpose of these systems is to promote fuel economy and engine life and to reduce harmful emissions by reducing the amount of fuel required to be used to operate an engine and by reducing the temperatures as which engines operate. These systems function by creating oxygen and hydrogen from distilled water through electrolysis and injecting these gases into the mixture of fuel and air used in gasoline and diesel internal combustion engines. Electrolysis is performed by passing electric current generated by a vehicle’s electrical system through distilled water. The gases thus generated are moved through valves and tubing into the fuel mixture, and is burned in the engine, together with the fuel. Hydrogen is an explosive gas; in order to reduce the possibility of an explosion, our systems do not store hydrogen, but create it on an “on demand” basis.

We plan to market directly to OEMs and fleet owners with our own sales force, by direct marketing and an internet presence. See “Marketing and Sales – Sales Plan,” below. We will rely on third parties for raw materials used in our products. Products sold to OEMs will be installed and serviced by OEM-trained technicians and products sold to fleet owners will be installed and serviced by us or by their technicians. We commenced operations in May 2012 and are a development-stage company and have not yet manufactured any product in commercial quantities, nor have we sold any products.

We will rely initially on third parties for the Oxy-Hydrogen Systems that we sell and, as and if our business develops such that we are able to manufacture these systems in our own facilities, we will rely on third parties for certain components and raw materials used in these systems. See “Private Label Agreement,” below.

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The Company believes that its industry is experiencing growth as the result of rising energy costs, restrictions imposed on vehicle emissions and interest in alternative energy technologies.

Our sources of revenue will be sales of our products, parts and service fees for our products after the expiration of the warranty thereon (see “Ongoing Services to Customers and Warranty,” below) and sales of maintenance materials and consumables for our products, such as distilled water. The price of our products to OEMs will not include installation costs, which will be borne by them; in the case of fleet owners, the price may or may not include installation costs, depending on whether these owners or we are responsible for installation. We believe that the cost of an Oxy-Hydrogen System will vary between approximately $4,000 and $10,000, depending primarily upon the displacement of the engine, while installation costs are expected to vary between $100 and $500 per vehicle, depending principally upon the size of the vehicle and the time involved in the installation.

For information respecting our corporate history, see “Prospectus Summary – Our History” on page 3.

Marketing and Sales

Sales Plan

Our potential customers will be OEMs and fleet owners. We plan to market to OEMs by personal contact and to fleet owners by personal contact and an internet presence. We presently have no customers, although we have had preliminary discussions with six prospective commercial fleet customers. These discussions have not moved beyond verbal expressions of interest in our technology and potential savings from its utilization. We can give no assurance that any of these discussions will mature into firm contracts or as to the volume or dollar amount or our products that would be sold under any such contract. We plan to sell approximately 300 units during the next 12 months, but we can give no assurance that we will receive orders of this magnitude or that, if we do, we will be able to raise the capital necessary to acquire these units for resale and/or to manufacture them. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” on page 32.

A key component of our sales strategy will be for our sales personnel to make initial contact with, and make an initial presentation to, a prospective customer and if the prospect is interested in our products, to install our system in one or more of the prospect’s vehicles for testing without cost for an agreed test period. These costs will be substantial and will not be recovered unless the prospect purchases our product and even then, the amount of the prospect’s purchases may not be sufficient for us to recover these costs in full. If these tests indicate to a prospect that it will recognize reductions in emissions and savings in fuel costs greater than the cost of the product, its installation, its maintenance and its supplies within a reasonable period, the prospect may be induced to buy our products, but no assurance can be given that any prospect will do so.

Our sales and marketing will initially be conducted by our two officers, Dennis J. Klein and William B. Wylie. As and if our business expands, we will hire sales and marketing professionals to assist in direct sales. We also intend to develop a distribution system for our systems using independent contractors that already have established a presence in the market areas that we target. As our internet presence is established, we expect to set up distribution points to service our markets.

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Private Label Agreement

On November 19, 2012, we entered into a Private Label Agreement with Global Hydrogen Technologies, Inc. (“GHT”). Under this agreement, the term of which is 5 years, GHT has granted to us a nonexclusive license to resell GHT’s oxy-hydrogen generator/electrolyzers styled its “Mark” and “Titan” series (and, with the prior approval of GHS, enhancements and sophistications thereof) under our private label. We may sublicense, subject to the approval of GHT.

Under this agreement, we have agreed to install, distribute and sell the licensed products in “commercially reasonable quantities” and to commence doing so within “a reasonable time period.” In the event that we fail to do so, GHT may terminate the agreement. We can give no assurance that we will be able to comply with these obligations because our ability to do so depends upon our ability to obtain the capital necessary to conduct our business and to purchase GHT’s products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” on page 34.

Under this agreement, we will pay GHT 150% of the cost of its materials, parts and labor for its products.

GHT has represented and warranted that all products that it sells to us will (i) conform to GHT’s most current written specifications for such products, (ii) be fit for their intended use, (iii) to the best of GHT’s knowledge, be free, from infringement of all copyright, trademarks, patents and other intellectual property rights and (iv) be manufactured and distributed in compliance with good manufacturing practices, applicable Federal laws and regulations of the United States and other countries, applicable state laws and regulations of the State of Florida and other states.

GHT and we have agreed to indemnify one another against certain liabilities, including product liabilities, in respect of the products sold to us by GHT and resold by us.

We believe that the products and services provided under this agreement will enable us to expand more quickly than we could using our internal resources alone. While we believe that GHT will be able to manufacture the approximately 300 units that we plan to sell during the next 12 months, there is no assurance that GHT will be able to supply these products and services on a timely basis and in the quantities required or that GHT will remain in business.

Materials

The materials that are used in our systems consist primarily of high grade stainless steel metal, metal tubing, valves, plastic and distilled water, with minimal moving parts. The cost of high grade stainless steel and distilled water fluctuates and could increase dramatically over a short period of time if there were a shortage of either, which would increase the price at which GHT sells products to us or our costs of manufacturing products ourselves.

Manufacturing

Our products will be manufactured by GHT at its 2,500-square-foot facility in Pasco County, Florida. GHT has 5 full -time employees and has indicated that it can add employees as needed. If we manufacture our own products, we will need to acquire and equip a facility in order to do so.

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Distribution

While we will initially sell our units through direct marketing, we intend to establish a national distribution channel outside of our immediate geographical area in Tampa, Florida, by entering into agreements with distributors that have established records of successful marketing and excellent reputations in the automotive and truck parts industry. We also intend to establish a website and provide links to our distributors on it.

Installation

Our systems will be installed by installing an electrolyzer in the engine compartment of a vehicle, on the back of the cab of a truck or next to a stand-alone engine in a metal housing, running a hose from the electrolyzer to the intake manifold of the engine and installing the electronic components. This installation can normally be completed by a trained technician in approximately 4 hours.

Ongoing Services to Customers and Warranty; Product Liability Insurance

We will provide a 2-year parts and labor limited warranty, as well as an optional extended limited warranty for the period of the engine warranty given by the manufacturer. We will stock replacement parts, provide personal and telephonic technical support and offer training to our customers for product enhancements and maintenance.

We intend to purchase product liability insurance with such coverage and deductibles as we deem proper prior to the date when we first commence selling products.

Competition

We have a number of competitors, including:

• John Henry Hydrogen of British Columbia, Canada, which manufactures and sells oxy-hydrogen generator systems for diesel engines in heavy vehicles; it has been in business since 2005.
• Fuel From H2O, LLC of Acworth, Georgia, which manufactures and sells oxy-hydrogen generator systems for light and heavy vehicles and motorcycles; it was founded in 2004.
• Autoventions of Sacramento, California, which manufactures and sells an oxy-hydrogen generator system for internal combustion engines under the name “Hydro Xpress,” as well as a device that does not use oxy-hydrogen under the name “Hydro Cat,” which it states is “able to speed up the fuels ability to vaporize inside the engines intake manifold and inside the cylinder,” thereby enhancing combustion performance. The company was founded as the Connilly Group in 2003.

We will attempt to establish our products as the competitively in terms of quality, cost and service.

To the extent that we have competitive advantages, they may be offset or completely negated because most of our competitors are better and longer established and better known than we are, may have better access to capital than we do and may be better positioned than we are to benefit from and implement technological changes, which can be sudden and unexpected in our industry and may result in the obsolescence of our products. Some of our competitors have national distribution channels, have experienced management and have access to substantial amount of capital.

Other than the need to raise capital, the Company does not believe that there are material obstacles to entry into the market.

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Research and Development

The Company is unable to provide material resources for research and development at this time, but intends to do so in the future as its revenues permit.

Employees

As of October 31, 2012, we had 2 employees, who are our 2 executive officers.

Description of Property

Enterprises has entered into a lease, dated May 30, 2012, under which it leases office and warehouse space of approximately 6,000 square feet from Dennis J. Klein, who is the Chairman of the Board and a director of the Company and one of its controlling stockholders, at a rental of $1,000 per month. The term of the lease is 6 months, which began on August 1, 2012; after the expiration of the term, the lease will be from month to month. The landlord is responsible for maintenance and for electricity, water, heat and air conditioning; the Company is responsible for other utilities. The Company believes that the provisions of the lease, including the rent payable, is fair and reasonable.

Legal Proceedings

None.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The financial data discussed below are derived from the audited financial statements of the Company as at September 30, 2012, which were prepared and presented in accordance with generally accepted United States accounting principles. These financial data are only a summary and should be read in conjunction with the financial statements and related notes contained elsewhere herein, which more fully present our financial condition and operations as at that date. We do not believe that the results set forth in these financial statements are necessarily indicative of our future performance.

Overview

In the period ended September 30, 2012, which started with our incorporation on May 10, 2012, we organized our business, consummated the Merger and the Private Placement and entered into our agreement with GHT, but have not yet sold any products. We conducted no business prior to that date. Costs of $45,027 were incurred for start-up costs, accrued officers’ salaries and accrued rent. As of September 30, 2012, we had $310 in cash, total current assets of $310 and total current liabilities of $317,727.

We are a development stage company and there is substantial doubt about our ability to continue as a going concern because we will need additional capital to continue our operations. No assurance can be given that any additional capital can be obtained or, if obtained, will be adequate to meet our needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted or we could be forced to terminate operating.

Our 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. Our independent auditors have included in their report on our financial statements included in this Prospectus a statement that raises substantial doubt about our ability to continue as a going concern.

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The following discussion does not include comparisons with prior periods because the Company commenced business in May 2012, and therefore, there are no prior periods with which comparisons may be made.

Results of Operations

The following table summarizes the operating results of the Company for the period beginning with inception on May 10, 2012, and ending September 30, 2012:

Fiscal Year 2012 (through September 30, 2012)

Net Sales	$	--
Operating expenses:
General and administrative	$	45,000
Interest expense	$	27
Loss from operations	$	(45,027)
Net loss	$	(45,027)

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Discussion of Significant Financial Components

Period Ended September 30, 2012

Sales: We did not generate any revenue. During this period, we developed our products and prepared to manufacture and sell them.

General and Administrative Expenses: General and administrative expenses incurred during this the period were $45,000. Of this amount, $40,000 was for accrued officers’ salaries and the remainder for general expenses and accrued rent.

Interest Expense: Interest expense for this period was $27.

Loss from Operations and Net Loss: During this period, our loss from operations and our net loss was $45,027.

Liquidity and Capital Resources

As of September 30, 2012, we had $310 in cash. We financed our operations from the inception of our business on May 10, 2012, through September 30, 2012, through equity contributions of $2,610 and an advance of $700 made by the company’s founders, Dennis J. Klein and William B. Wylie.

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The Company plans to fund its activities, including those of Enterprises, during the balance of 2012 and beyond from cash on hand and through the sale of debt or equity securities and/or bank financing. The Company believes that it will require approximately $1.3 million to fund its operations for the next 12 months. We can give no assurance that sufficient funding will be available on acceptable terms, or available at all. If we are unable to raise funds when required or on acceptable terms, we may have to significantly reduce, or discontinue, our operations. To the extent that we raise additional funds by issuing equity securities or securities that are convertible into our debt securities, our stockholders may experience significant dilution.

Contractual Obligations

The following table sets forth information with respect to our known contractual obligations as of September 30, 2012, aggregated by type of contractual obligation.

Contractual obligations	Payments due by period
	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt Obligations	0	0	0	0	0
Capital Lease Obligations	0	0	0	0	0
Operating Lease Obligations	6,000	6,000	0	0	0
Employment Agreements	120,000	120,000	-	-	-
Purchase Obligations	0	0	0	0	0
Other Long-Term Liabilities Reflected on Our Balance Sheet under GAAP	0	0	0	0	0
Total	126,000	126,000	0	0	0

Off-Balance Sheet Arrangements

None.

Controls and Procedures

Following the effectiveness of the registration statement of which this Prospectus forms a part, pursuant to Section 404 of Sarbanes-Oxley, our management will be required to report on the effectiveness of our internal control over financial reporting in each of our annual reports, commencing with our first annual report after we have been required to file an annual report with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act for the prior fiscal year, which we anticipate will be our annual report for the year ended December 31, 2013. While we plan to implement controls and procedures, we have not yet done so. If we fail to do so, we may not be able favorably to assess the effectiveness of our internal controls over financial reporting as of December 31, 2013, or beyond. If this occurs, investor confidence and our stock price could be adversely affected.

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Risks and Uncertainties

The Company operates in an industry that is subject to rapid and sometimes unpredictable change and the Company’s technology could become obsolete within a short period. The Company’s operations will be subject to significant risk and uncertainties, including financial, operational, technological and other risks, including the risk of business failure. Further, as noted in this Prospectus, in order to develop its business, the Company will require substantial capital resources. See for a full statement of the risks and uncertainties to which the Company is subject, see “Risk Factors” on page 6.

Critical Accounting Policies and Estimates

Use of Estimates.

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Revenue Recognition.

The Company will follow the guidance of the SEC’s Staff Accounting Bulletin No. 104 for revenue recognition. The Company will record revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.

The Company will enter into service agreements with some of its customers. Under the terms of these agreements, the Company will provide service for its systems, including replacement parts and consumables.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements.

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Market Price, Dividends and Related Stockholder Matters

Our Common Stock is quoted on Pink Sheets under the symbol “WNDS.” The following table sets forth the quarterly high and low sale prices for our Common Stock quoted on Pink Sheets for the last two completed fiscal years and the subsequent interim periods. The prices set forth below represent interdealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions. However, our Common Stock has not been traded since 2008. We do not believe that the pricing of our Common Stock on Pink Sheets necessarily represents its fair market value, indicates the establishment of a public market for our Common Stock or provides a good indicator of the prices at which our Common Stock may trade in the future.

Quarter Ended	Bid High		Bid Low
Fiscal Year 2012
March 31	$	--	$	--
June 30	$	--	$	--
September 30	$	--	$	--
December 31 (through November 19)	$	--	$	--
Fiscal Year 2011
December 31	$	--	$	--
September 30	$	--	$	--
June 30	$	--	$	--
March 31	$	--	$	--
Fiscal Year 2010
December 31	$	1.01	$	0.01
September 30	$	0.01	$	0.01
June 30	$	0.01	$	0.01
March 31	$	0.01	$	0.01

As of October 31, 2012, there were 2,416,648,358 shares of Common Stock issued and outstanding and there were 72 holders of record of our Common Stock. There is also an indeterminate number of stockholders holding our Common Stock in street name.

We have never declared or paid cash or other dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

There are (i) no shares of Common Stock that are subject to outstanding options or warrants to purchase, (ii) no securities that are convertible into shares of Common Stock, (iii) no shares of Common Stock that may be sold pursuant to Rule 144, (iv) except for the shares offered by this Prospectus, no shares of Common Stock that the Company has agreed to register under the Securities Act for sale by security holders and (v) no shares of Common Stock that are being or have been publicly proposed to be, publicly offered by the Company, the offering of which could have a material effect on the market price of the Common Stock.

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following sets forth information about our directors and executive officers as of the date of this Prospectus:

Name	Age	Position
Dennis J. Klein	72	Chairman of the Board; Director
William B. Wylie	48	President; Acting Chief Financial Officer; Secretary; Director

The directors named above will serve until the next annual meeting of the Company’s stockholders or until their respective successors have been appointed and duly qualified. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement. In connection with the Merger, Richard A. Astrom ceased to be a director, and Dennis J. Klein and William B. Wylie became directors, on August 15, 2012. There was and is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and, to our knowledge, there is no arrangement, agreement, plan or understanding (a) as to whether non-management stockholders will exercise their voting rights to continue to elect the current directors to the Company’s board and or (b) between non-management stockholders and management under which non-management stockholders may directly or indirectly participate in or influence the management of the Company’s affairs.

William B. Wylie is the Co-Founder of Enterprises, together with Dennis J. Klein; he also serves as its President. On August 15, 2012, he was elected as Director, President, and Acting Chief Financial Officer. He has also served as Vice President and Secretary of Enterprises since May 2012. From December 2011 to May 2012, he developed plans for the business now conducted by the Company. From November 2009 to December 2011, he was a member of Planet Green Group LLC (“PGG”), a private limited liability company located in Largo, Florida, that was formed to develop affordable net-zero Energy housing (housing that has zero net energy consumption and zero carbon emissions annually) and retrofit existing housing to become more efficient by introducing energy efficient green products. At PGG, Mr. Wylie’s responsibilities included business development, locating new project opportunities and negotiating with developers and landowners to secure additional parcels. From January 2007 to November 2009, Mr. Wylie was a member of Check Engine LLC, a private limited liability company located in Tampa, Florida, which specialized in diagnostic automotive engine repair and programming of the OEM computers.

Dennis J. Klein is the Co-Founder of Enterprises, together with William B. Wylie. He was elected as Director, Chairman of the Board and Secretary of the Company on August 15, 2012. He has also served as President of Enterprises since May 2012. From January 2012 to May 2012, he worked with Mr. Wylie in developing plans for the business now conducted by the Company.

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From May 2009 to January 2012, he served as president of Medeq-USA in Largo, Florida, a company that was formed to import, distribute and sell health and nutrition products from Scandinavia and Europe. From May 2007 to May 2009, he was a private investor. For more than 10 years prior to May 2007, he was president of Hydrogen Technologies Applications, Inc., a private company in Clearwater, Florida, that specialized in developing oxy-hydrogen generators for the welding and cutting industry.

Although Messrs. Klein and Wylie have entered into employment agreements with Enterprises, as described above, they have not entered into employment agreements with the Company.

Family Relationships

None.

Related Party Transactions

The following describes transactions for the two years ended December 31, 2011, or any currently proposed transactions, in which we were or are to be a participant and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”).

Employment Agreements

Mr. Klein is employed as president of Enterprises pursuant to an Employment agreement dated May 31, 2012, for a salary of $60,000 per year, payable in cash or in the Company’s stock; however, he may terminate his employment at any time on 90 days’ written notice for any cause, in which event, funds that would be due on the termination date will be payable on the date of such notice. This agreement has a term of 3 years. Under the agreement, Mr. Klein is entitled to 3 weeks of vacation and sick time and to reimbursement of his expenses. He is obligated not to compete for a period of 2 years after his employment with the Company terminates. He is obligated to manage and supervise affairs of the Company, subject to direction from the board of directors, as well as to set up business opportunities, to represent the Company at different functions and present the Company to the investment community on radio and TV interviews and to establish the Company’s technology.

Mr. Wylie is employed as chief executive officer of Enterprises pursuant to an Employment agreement dated May 31, 2012, for a salary of $60,000 per year, payable in cash or in the Company’s stock; however, he may terminate his employment at any time on 90 days’ written notice for any cause, in which event, funds that would be due on the termination date will be payable on the date of such notice. This agreement has a term of 3 years. Under the agreement, Mr. Wylie is entitled to 3 weeks of vacation and sick time and to reimbursement of his expenses. He is obligated not to compete for a period of 2 years after his employment with the Company terminates. He is obligated to manage and supervise affairs of the Company, subject to direction from the board of directors, as well as to set up business opportunities, to represent the Company at different functions and present the Company to the investment community on radio and TV interviews and to establish a sales force.

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Exchange Transaction

Prior to the Merger, Double Bay Funding Inc. (“Double Bay”) owned 2,000,000 shares of the Company’s Common Stock and Williams Capital Corp. (“Williams”) owned 2,000,000 shares of the Company’s Series A Convertible Preferred Stock. Damian Guthrie, who is the son in law of Richard S. Astrom, is the President of Double Bay; all of the outstanding shares of Double Bay are owned by Damian Guthrie. Mark Astrom, who is the son of Richard S. Astrom, is the President of Williams; all of the outstanding shares of Williams are owned by Mark Astrom. On August 15, 2012, Double Bay transferred its 2,000,000 shares of the Company’s Common Stock and Williams transferred 2,000,000 shares of the Company’s Series A Convertible Preferred Stock to Richard S. Astrom, in each case for nominal consideration. In addition, Richard S. Astrom was owed $71,044 for advances that he had made to the Company during and prior to 2009, which indebtedness was carried as related party debt on the books of the Company. In satisfaction of a condition precedent to the Merger, Mr. Astrom and the Company entered into an Exchange Agreement, dated as of August 15, 2012, pursuant to which the 2,000,000 shares of the Company’s Common Stock and the 2,000,000 shares of the Company’s Series A Convertible Preferred Stock ten owned by him were exchanged for a promissory note of the Company payable to him in the principal amount of $275,000 and a payment of $25,000. The promissory note is due on August 15, 2013, and bears interest at the rate of 0.24% per annum.

Board Ratification

On August 15, 2012, following the election of Messrs. Wylie and Klein as directors and the resignation of Richard Astrom as a director, the new board ratified, confirmed, adopted and approved all resolutions adopted by him, as sole director of the Corporation, in connection with the adoption, approval and consummation of the Merger Agreement and all instruments executed and actions taken by him, as President of the Corporation or otherwise, pursuant to said resolutions.

Lease

The Company and Mr. Klein have entered into a lease under which the Company leases office and warehouse space from him. For information respecting this lease see “Description of Property” on page 33.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters, if any, that were dismissed without sanction or settlement.

Director Compensation

Currently, we do not pay our directors any cash or other compensation. In the future, we may consider appropriate forms of compensation, including cash compensation and the issuance of Common Stock and stock options.

Director Independence

Currently, we do not have any directors who are independent. We have used the definition of “independent director” set forth in NASDAQ Stock Market Listing Rule 5605(a)(2) to make this determination. This rule provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. This rule further provides that a director cannot be considered independent if:

• he is, or at any time during the past three years was, an employee of the company;
• he or his family member accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions);
• his family member is, or at any time during the past three years was, an executive officer of the company;
• he or his family member is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
• he or his family member is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
• the director or his family member is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

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Committees

To date, we have not established any committees of our Board of Directors, including a compensation committee, nominating committee or an audit committee, although we are permitted to do so under the General Corporation Law of the State of Delaware (the “DGCL”) and our by-laws. The Company believes that, until it begins to develop a compensation plan for its officers and directors, a compensation committee is not necessary.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors, and persons who own more than 10% of a registered class of equity securities registered under section 12 of the Exchange Act, to file reports of ownership and changes in ownership of equity securities of the Registrant with the SEC. Officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish the corporations which they serve or in which they hold equity securities with copies of all Section 16(a) forms that they file. Since no class of our equity securities is registered under Section 12, none of these persons is required to comply with Section 12 with respect to the Company.

Executive Compensation

None of our executive officers received any compensation of any kind for services rendered in any capacity for the fiscal years ended December 31, 2011, 2010 and 2009. For information as to compensation paid to our two executive officers during the current fiscal year, see “Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions – Employment Agreements” on page 40.

Equity Awards, Grant Based Awards, Stock Options, Pension Benefits and Deferred Compensation

We have granted no equity or grant based awards, stock options or pension benefits since our inception and have not entered into any deferred compensation plan or arrangement.

Compensation Analysis

We are presently paying compensation to our officers and directors as described under “Employment Agreements” on page 40. We believe that the compensation that these persons are receiving is inadequate in light of the compensation that each of them might be able to obtain from other employers. We recognize that we need to develop compensation programs that will provide adequate cash and short- and long-term incentive compensation in order to attract and retain qualified officers and key employees, but we have not yet determined what the compensation program is designed to reward; the various elements of compensation; why we choose to pay each element; how we will determine the amount to be paid for each element (or the formula for such payment); and how our decisions regarding that element fit into our overall compensation objectives and affect decisions regarding other elements.

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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of October 31, 2012, with respect to the holdings of (1) each person known to us to be the beneficial owner of more than 5% of the Common Stock; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. This information is as of the above date, except as otherwise indicated. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares. The address of each of the persons set forth below is in care of the Company, 8110 Ulmerton Rd., Largo, FL 33771.

Name and Address of Beneficial Owner	Nature and Amount of Beneficial Ownership of Common Stock	Percentage of Ownership
William B. Wylie	1,050,000,000	45.37%
Dennis J. Klein	1,050,000,000	45.37%
All directors and executive officers as a group (2 persons)	2,100,000,000	90.74%

Immediate prior to the Merger, Richard S. Astrom, who served as a director of the Company until August 15, 2012, owned 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, which had 75% of the voting power of the Company and 2,000,000 shares of Common Stock. On August 15, 2012, Mr. Astrom exchanged all of these shares and $71,044 of indebtedness to him for a secured promissory note in the amount of $275,000 and a payment of $25,000. (See “Directors, Executive Officers and Control Persons – Related Parties – Exchange Transaction” on page 41.)

CERTAIN PROVISIONS OF LAW AND OUR ORGANIZATIONAL INSTRUMENTS

Elimination of Certain Liabilities of Directors

Section 102 of the DGCL permits a corporation to eliminate the personal liability of its directors to it or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that, to the maximum extent permitted by law, no director shall be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as director. As a result, a director will be personally liable for monetary damages for any breach of his fiduciary duty as a director only for:

• any breach of the director’s duty of loyalty to us or our stockholders;
• facts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and

• any transaction from which he derived an improper personal benefit.

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This provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach of their fiduciary duty, even though such an action, if successful, would have benefited us and our stockholders.

Indemnification

Section 145 of the DGCL provides that a corporation may indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our certificate of incorporation provides that we may:

A.      indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the Company, by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, all such persons being referred to as an indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

 

B.      indemnify any indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the indemnitee is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys’ fees, and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with such action, suit or proceeding, and any appeal therefrom, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any indemnitee has been successful, on the merits or otherwise, we will indemnify him or her against all expenses, including attorneys’ fees, actually and reasonably incurred in connection therewith. Expenses must be advanced to an indemnitee under certain circumstances.

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C.      indemnify a director, officer, employee, fiduciary or agent of the Company to the extent he has been successful on the merits in defense of any action, suit, or proceeding referred to in A or B, above, or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

No pending litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Anti-Takeover Effects of Provisions of the DGCL, and our Certificate of Incorporation and By-laws

Provisions of the DGCL and our certificate of incorporation and by-laws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.

Delaware Anti-Takeover Statute. Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of 3 years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. The term “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder and the term “interested stockholder” refers to a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. This provision could have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for the shares of Common Stock held by stockholders.

Section 203 permits a corporation to elect in its original certificate of incorporation to elect not to be governed by Section 203, but we made no such election. We are also not presently governed by Section 203 because we do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders (in either case, “Section 203 Stock”).

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Unless our certificate of incorporation or by-laws are amended by action of our stockholders expressly electing not to be governed by Section 203, we will become subject to Section 203 at the time that we have Section 203 Stock, except that the provisions of Section 203 would not apply to a business combination with an interested stockholder who became an interested stockholder before such time. Such an amendment would be immediately effective if we have never had Section 203 Stock (as is presently the case) and have not elected by a provision in an amendment to our original certificate of incorporation to be governed by Section 203; otherwise it would become effective 12 months after its adoption.

Preferred Stock. Provisions in our certificate of incorporation relating to the issuance of preferred stock may make a change in control of the Company more difficult, even if the change in control would be beneficial to our stockholders. In particular, our board of directors has power to issue up to 10,000,000 shares of preferred stock in series and to determine, among other things, the price, rights, preferences and privileges of each such series, which could be senior to those of our Common Stock, without the consent of the holders of our Common Stock. For example, our board of directors might authorize the issuance of one or more series of preferred stock that could outvote all of the shares of Common Stock on any matter, as would be the case if it authorized the issuance of any shares of our Series A Preferred Stock or established and approved the issuance of a new series with like or superior voting powers. Although the ability to issue preferred stock may provide us with flexibility in connection with possible acquisitions and other corporate purposes, it could also make it more difficult for a third party to acquire a majority of our outstanding voting stock.

Other Material Provisions of Our Certificate of Incorporation and By-laws.

Amendments to Our Certificate of Incorporation. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class or series of our capital stock shall be entitled to vote separately as a class or series upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would:

• increase or decrease the aggregate number of authorized shares of such class or series;
• increase or decrease the par value of the shares of such class or series; or
• alter or change the powers, preferences or special rights of the shares of such class or series so as to affect them adversely.

If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class or series of our capital stock so as to affect them adversely, but shall not so affect the entire class or series, then only the shares of the class or series so affected by the amendment shall be considered a separate class or series for the purposes of this provision.

Vacancies in the Board of Directors. Our by-laws provide that any vacancy occurring in our board of directors for any reason may be filled by a majority of the remaining members of our board of directors then in office, even if such majority is less than a quorum. Each director so elected shall hold office until the expiration of the term of the other directors. Each of such directors shall hold office until his successor is elected and qualified, or until the earlier of his death, resignation or removal.

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Special Meetings of Stockholders. Under our by-laws, special meetings of stockholders may be called at any time by the chairman of the board of directors or by a majority of the members of the board of directors. Our by-laws further provide that the board of directors shall call a special meeting upon the written request of the record holders of at least 25% of the shares of the Company outstanding and entitled to vote. Under the DGCL, written notice of any special meeting must be given not less than 10 nor more than 60 days before the date of the special meeting to each stockholder entitled to vote at such meeting.

Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon by Barry J. Miller, Esq., of Farmington Hills, Michigan.

EXPERTS

The financial statements appearing in this Prospectus and registration statement on Form S-1 have been audited by Paritz & Company, P.A., an independent registered public accounting firm, as set forth in their report thereon appearing in this Prospectus, and such report is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its subsidiaries, except that Fidelis Deposit Corporation owns 28,500,000 shares of our Common Stock, which it received at the direction of Barry J. Miller, all of which are included in this Prospectus.

TRANSFER AGENT

Our transfer agent is Island Stock Transfer, 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760, an SEC registered transfer agent.

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Financial Statements as at September 30, 2012
CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm	49
Balance Sheet – As of September 30, 2012	50
Statement of Operations – Period from inception (May 10, 2012) to September 30, 2012	51
Statement of Stockholders’ Equity (Deficit) – Period from inception (May 10, 2012) to September 30, 2012	52
Statement of Cash Flows – Period from inception (May 10, 2012) to September 30, 2012	53
Notes to Financial Statements	54

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Paritz & Company, P.A	15 Warren Street, Suite 25 Hackensack, New Jersey 07601 (201) 342-7753 Fax: (201) 342-7598 E-Mail: PARITZ@paritz.com
Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Kleangas Energy Technologies, Inc.

We have audited the accompanying consolidated balance sheet of Kleangas Energy Technologies, Inc. as of September 30, 2012 and the related statements of operations, changes in stockholders’ deficit and cash flows for the period May 20, 2012 (Inception) to September 30, 2012. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated any revenues since inception and its current cash balance will not meet working capital needs. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kleangas Energy Technologies, Inc. as of September 30, 2012, and the results of its operations and cash flows for the period May 10, 2012 (Inception) to September 30, 2012 in conformity with accepted accounting principles generally accepted in the United States of America.

/s/Paritz & Company, P.A.

Hackensack, New Jersey
November 28, 2012

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KLEANGAS ENERGY TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET

	September 30,
	2012
ASSETS
CURRENT ASSETS:
Cash	$	310
TOTAL ASSETS	$	310
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accrued expense - related party		42,027
Due to shareholder		700
Note payable - related party		275,000
TOTAL CURRENT LIABILITIES		317,727
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.000001 par value,
10,000,000 shares authorized,
0 shares issued and outstanding		-
Common stock, $0.000001 par value,
3,000,000,000 shares authorized,
2,416,648,358 shares issued and outstanding		2,417
Additional paid in capital		24,683
Deficit accumulated during development stage		(344,517)
TOTAL STOCKHOLDERS' DEFICIENCY		(317,417)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	310

The accompanying notes are an integral part of these financial statements

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KLEANGAS ENERGY TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

	From inception (May 10, 2012) to September 30, 2012
Revenue	$	-
COSTS AND EXPENSES:
General and administrative expenses		45,000
Interest expense - related party		27
Total Cost and expenses		45,027
NET LOSS	$	(45,027)
Basic and diluted loss per common share:	$	-
Weighted average number of shares outstanding:		2,201,762,409

The accompanying notes are an integral part of these financial statements

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KLEANGAS ENERGY TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

	From inception (May 10, 2012) to September 30, 2012
OPERATING ACTIVITIES:
Net loss	$	(45,027)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities
Accrued expenses - related parties		42,027
NET CASH USED IN OPERATING ACTIVITIES		(3,000)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		27,610
Proceeds from a shareholder		700
Repayment of note payable - related party		(25,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES		3,310
INCREASE IN CASH		310
CASH - BEGINNING OF PERIOD		-
CASH - END OF PERIOD	$	310
Supplemental disclosures of cash flow information:
Non-cash financing activities
Note issued to prior shareholder in exchange of common and preferred stock	$	275,000

The accompanying notes are an integral part of these financial statements

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KLEANGAS ENERGY TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

	PREFERRED STOCK				COMMON STOCK				ADDITIONAL PAID-IN		DEFICIT ACCUM. DURING DEVELOPMENT
	SHARES		AMOUNT		SHARES		AMOUNT		CAPITAL		STAGE		TOTAL
Balance - Inception (May 10, 2012)		-	$	-		-	$	-	$	-	$	-	$	-
Issuance of common stock						2,100,000,000		2,100		510				2,610
Effect of merger						148,358		-		(510)		(299,490)		(300,000)
Issuance of common stock in private placement						316,500,000		317		24,683				25,000
Net loss												(45,027)		(45,027)
Balance - September 30, 2012		-	$	-		2,416,648,358	$	2,417	$	24,683	$	(344,517)	$	(317,417)

The accompanying notes are an integral part of these financial statements

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Kleangas Energy Technologies, Inc. and Subsidiary
(A development stage company)
Notes to Consolidated Financial Statements

September 30, 2012

Note 1 - Business description

Business

Kleangas Energy Technologies, Inc. (“the Company”) is a development stage company. The Company’s purpose is to design, manufacture and sell Oxy-Hydrogen Systems.

Merger

On August 15, 2012, the Company completed a Plan and Agreement of Merger, dated as of August 15, 2012, by and among Windsor Resource Corp. (“Windsor”), KNGS Acquisition, Inc. and the Company, whereby Windsor issued 2,100,000,000 shares of its common stock to the stockholders of the Company and the Company became the wholly owned subsidiary of Windsor. The Company was considered to be the accounting acquirer, and the merger was accounted for as a reverse merger, with the Company being the accounting survivor. Accordingly, the historical financial statements presented herein are those of Kleangas Energy Technologies, Inc. and do not include the historical financial results of Windsor. Subsequently, Windsor changed its corporate name to Kleangas Energy Technologies, Inc., which is the same as its Florida subsidiary.

In connection with the merger, Richard S. Astrom, the president and sole director of Windsor, entered into an Exchange Agreement, under which 2,000,000 shares of Series A Preferred Stock and 2,000,000 shares of common stock of Windsor and $71,044 of its indebtedness to him were exchanged for its secured promissory note to him in the principal amount of $275,000 which bears interest at the rate of 0.24% per annum and $25,000 in cash. The promissory note is due on August 15, 2013, is subject to acceleration in the event of certain events of default and contains certain restrictive covenants.

Note 2 – Significant accounting policies

A development stage company

The Company did not have any business since inception. Accordingly, the Company’s activities have been accounted for as those of a Development Stage Enterprise. The Company’s financial statements are identified as those of a development stage company, and the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. 

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Earnings per Share

FASB ASC 260, "Earnings per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic net earnings per common share are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.

Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding.

Cash

We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and 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 tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Note 3 – Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and its current cash balances will not meet working capital needs. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders or the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

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Note 4 – Accrued expenses – related parties

Accrued expenses – related parties consists following:

Accrued salary (a)	$	40,000
Accrued rent (b)		2,000
Accrued interest – note payable		27
	$	42,027

(a) On May 31, 2012, the company entered into three year employment agreements with each of its two officers. The salary for each officer is $60,000 per year. No cash has been paid to any officers. Salary from June to September 2012 has been accrued.

 

(b) On May 30, 2012, the company entered into a six-month lease agreement with one of its officers. The term of the lease is from August 1, 2012, to January 31, 2012. No rent has been paid. Rental expense for August and September 2012 has been accrued.

Note 5 – Note payable

Note payable consists of a note payable to Richard Astrom, the prior president and sole director of Windsor, bearing interest at 0.24% and due in August 15, 2013. This note is secured by a pledge of all of the shares of the Company’s operating subsidiary of the Company.

Note 6 – Due to shareholder

Due to shareholder consists advances from a shareholder. The amount is non-interest bearing and due on demand.

Note 7 – Stockholders’ Equity

In connection with the Merger, the Company completed a private placement. 316,500,500 shares of common stock for proceeds of $25,000.

On August 15, 2012, in connection with the merger, the Company issued 2,100,000,000 shares to KGS shareholders. See note 1.

Note 8 – Income Taxes

The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the period ended September 30, 2012 to the Company’s effective tax rate is as follows:

U.S. federal statutory rate	-34.0%
State income tax, net of federal benefit	-6.0%
Increase in valuation allowance	40.0%
Income tax provision (benefit)	0.0%

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The benefit for income tax is summarized as follows:

Federal:
Current	$	-
Deferred		15,309
State and local:
Current		-
Deferred		2,702
Change in valuation allowance		(18,011)
Income tax provision (benefit)	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of September 30, 2012 are as follows:

Net operating losses	18,011
Less: valuation allowance	(18,011)
	-
Deferred tax assets	-

As of September 30, 2012, the Company had $45,027 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2032. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Note 9 – Subsequent Events

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. No events occurred that require adjustment to or disclosure in the financial statements.

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The expenses to be paid by the Registrant are as follows. All amounts, other than the SEC registration fee, are estimates.

	Amount to Be Paid
SEC registration fee	$	3.41
Legal fees and expenses	$	2,251.18
Accounting fees and expenses	$	7,500.00
Miscellaneous	$	5,000.00
Total	$	14,754.59

Item 14. Indemnification of Directors and Officers

Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that, to the maximum extent permitted by law, no director shall be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as director.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our certificate of incorporation provides that we may:

A.      indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the Company, by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, all such persons being referred to as an indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

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B.      indemnify any indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the indemnitee is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys’ fees, and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with such action, suit or proceeding, and any appeal therefrom, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any indemnitee has been successful, on the merits or otherwise, we will indemnify him or her against all expenses, including attorneys’ fees, actually and reasonably incurred in connection therewith. Expenses must be advanced to an indemnitee under certain circumstances.

C.      indemnify a director, officer, employee, fiduciary or agent of the Company to the extent he has been successful on the merits in defense of any action, suit, or proceeding referred to in A or B, above, or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

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Item 15. Recent Sales of Unregistered Securities

In October 2012, following the consummation of the Merger, we issued 2,100,000,000 shares of Common Stock to the former holders of the common stock of KGS as merger consideration under the Merger Agreement. On August 15, 2012, we entered into a Securities Purchase Agreements and Registration Rights Agreements with the investors who are the selling stockholders under this Registration Statement, in which we issued collectively 316,500,000 shares of our Common Stock for $0.00007962 per share, for an aggregate purchase price of $25,000.

The shares of Common Stock issued in the above transactions were exempt from registration under Section 4(2) of the Securities Act as sales by an issuer not involving a public offering and under Regulation D promulgated pursuant to the Securities Act. These shares of Common Stock were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and the certificates representing such shares contain a legend to that effect.

Item 16. Exhibits and Financial Statement Schedules

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of August 15, 2012, by and among the Registrant, KNGS Acquisition, Inc. and Kleangas Energy Technologies, Inc.
3.1	Certificate of Incorporation
3.2	Certificate of Amendment re 1-for-2,000 Reverse Split
3.3	Certificate of Designations for Series A Preferred Stock
3.4	Certificate of Amendment
3.5	Certificate of Correction
3.6	Certificate of Amendment related to Name Change
3.7	Certificate of Merger of KNGS Acquisition, Inc. into Kleangas Energy Technologies, Inc., a Florida corporation (the Plan of Merger referred to therein is Exhibit 2.1 to the Registration Statement)
3.8	By-laws
5.1	Opinion of Barry J. Miller, Esq.
10.1	Form of Stock Purchase Agreement
10.2	Form of Registration Rights Agreement
10.3	Exchange Agreement, dated as of August 15 2012, by and between Registrant and Richard S. Astrom
10.4	Promissory Note
10.5	Pledge Agreement
10.6	Private Label Agreement
10.7	Employment Agreement, dated May 31, 2012, between the Registrant and Dennis J. Klein
10.8	Employment Agreement, dated May 31, 2012, between the Registrant and William B. Wylie
10.9	Lease, dated May 30, 2012, between the Registrant and Dennis J. Klein
21	Subsidiaries
23.1	Consent of Paritz & Co.
23.2	Consent of Barry J. Miller, Esq. – contained in Exhibit 5.1

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Item 17. Undertakings

1.  The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

 

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (B)(1)(i) and (B)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

2.  The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.  The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

 

4.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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5.  The undersigned registrant hereby undertakes that, for the purposes of determining liability to any purchaser:

 

(i)  If the registrant is relying on Rule 430B:

 

(A) For purposes of determining liability under the Securities Act of 1933, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

 

(ii)  If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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6.  Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the undersigned registrant according the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

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Signatures

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Largo, State of Florida, on December 4, 2012.

KLEANGAS ENERGY TECHNOLOGIES, INC.

By: /s/ William B. Wylie
Name: William B. Wylie
Title: President

In accordance with the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/ William B. Wylie	President,	December 4, 2012
William B. Wylie	Acting principal financial officer and acting principal accounting officer
/s/ Dennis J. Klein	Director	December 4, 2012
Dennis J. Klein	Chairman of the Board

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger, dated as of August 15, 2012, is entered into by and among WINDSOR RESOURCE CORP., a Delaware corporation (“WNDS”), KNGS ACQUISITION, INC., a Florida corporation and the wholly-owned subsidiary of WNDS (“Merger Sub”), and KLEANGAS ENERGY TECHNOLOGIES, INC., a Florida corporation (the “Company”).

RECITALS:

A.     The Parties desire to set forth the terms and conditions pursuant to which Merger Sub shall merge with and into the Company (the “Merger”) following which the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the Surviving Corporation;

B.     The respective boards of directors of the Parties deem it advisable and in the best interests of their respective companies that they consummate the Merger and have approved this Agreement and the other matters contemplated hereby; and

C.     This Agreement, the Merger and the other matters contemplated hereby have been approved by WNDS, the sole stockholder of Merger Sub, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and by the Company and Merger Sub in accordance with the Florida Business Corporation Act (the “FBCA”).

NOW THEREFORE, in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree each with the other as follows:

ARTICLE 1. DEFINITIONS

The following terms shall have the following meanings, unless the context indicates otherwise:

“Affiliate” has the meaning set forth in Rule 12b-2 of the rules and regulations promulgated under the Securities Exchange Act of 1934.

“Agreement” means this Agreement and Plan of Merger, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement, all of which are incorporated herein and shall be a part hereof.

“Articles of Merger” has the meaning set forth in Section 2.2.

“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the States of Florida or New York generally are authorized or required by law or other government action to close.

“Closing” means the completion of the transactions contemplated by this Agreement, in accordance with Section 2 hereof, at which time the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement will be exchanged by the Parties.

“Closing Date” means the date on which the Closing shall occur.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Company” has the meaning set forth in the first paragraph of this Agreement.

“Company Common Stock” means shares of the common stock, without par value, of the Company.

“Company Financial Statements” means the audited financial statements of the Company for the period ended May 31, 2012.

“DGCL” has the meaning set forth in the Recitals.

“Effective Time” has the meaning set forth in Section 2.2.

“Employee Benefit Plan” means any “employee benefit plan,” as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and any other material employee benefit plan, program or arrangement of any kind.

“Employment Benefit Agreement” means when used with reference to a party, (i) any agreement with any director, executive officer or other key employee of such Party (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving such Party of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such Manager, executive officer or key employee; (ii) any agreement, plan or arrangement under which any person may receive payments from such Party that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code; and (iii) any agreement or plan binding such Party, including, without limitation, any option plan, equity appreciation right plan, restricted equity plan, equity purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

“FBCA” has the meaning set forth in the Recitals.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Governmental Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, supranational or other government (including the European Union); or (iii) governmental, self-regulatory or quasi-governmental authority of any nature, including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Person and any court or other tribunal.

“Intellectual Property” means all intellectual property owned or used in the conduct of the business of any Party, as it is currently conducted, including, but not limited to, (i) all United States and foreign patents (both issued and applied for), (ii) all trademarks, trade names, service marks, copyrights, and all applications for such trademarks, trade names, service marks and copyrights, and all patent rights, and (iii) all trade secrets, schematics, technology, know how, computer software programs or applications and tangible or intangible proprietary information or material, and all Third Party Intellectual Property Rights including, without limitation, issued United States and foreign patents, patent rights and patent applications (excluding packaged commercially available licensed software programs sold to the public) owned by or for which any Party has acquired the rights to use whether by license or otherwise.

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“Knowledge”, when used with reference to a Party, means the actual knowledge of any of the executive officers of such Party.

“Legal Proceeding” means any ongoing or threatened action, suit, litigation, arbitration, proceeding, hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Legal Requirements” means any federal, state, local, municipal, foreign, international, multinational or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

“Liabilities” mean any debts, obligations, duties or liabilities of any nature (including unknown, undisclosed, unmatured, unaccrued, contingent, or indirect liabilities), whether any such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and whether such debt, obligation, duty or liability is immediately due and payable.

“Lien” means any mortgage, pledge, lien, encumbrance, charge, or other security interest other than (a) liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“Loss” means any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by the Parties including damages for lost profits or lost business opportunities.

“Material Adverse Effect” means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of a Party taken as a whole or to the ability of such Party to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether any of the other Parties hereto has knowledge of such effect or change on the date hereof); provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect: any adverse change, event, development, or effect arising from or relating to (1) general business or economic conditions, including such conditions related to the business of such Party, (2) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (3) financial, banking, or securities markets (including any suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange or NASDAQ Stock Market for a period in excess of three hours or any decline of either the Dow Jones Industrial Average or the Standard & Poor’s Index of 500 Industrial Companies by an amount in excess of 15% measured from the close of business on the date hereof), (4) changes in GAAP, (5) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity, and (6) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby.

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“Material Contract” means any contract, series of contracts or a commitment requiring payments or other consideration by or from a party in excess of Five Thousand Dollars ($5,000) during the term of the contract.

“Merger Sub” has the meaning set forth in the first paragraph of this Agreement.

“Merger Sub Common Stock” means the common stock, without par value, of Merger Sub.

“Order” shall mean any writ, decree, permanent injunction, order or similar action used in a legal proceeding.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Permits” shall mean all permits, licenses, registrations, certificates, Orders or approvals received from any Governmental Body (including, without limitation, those issued or required under applicable export laws or regulations).

“Person” means any natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, limited liability company, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

“Private Placement” has the meaning set forth in Section 5.3.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsequent Events” when used with respect to a Party shall mean any one or more of the following:

(a) Its sale, lease, transfer, or assignment any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

(b) its entering into any agreement, contract, lease, or license outside the Ordinary Course of Business;

(c) the acceleration, termination, modification or cancellation of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which it is a party or by which it is bound;

(d) the imposition of or its permitting to exist any Lien upon any of its assets, tangible or intangible, other than purchase money Liens on acquired assets granted in connection with their acquisition;

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(e) its making of any capital expenditure outside the Ordinary Course of Business;

(f) its making of any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person outside the Ordinary Course of Business;

(g) its issuance of any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;

(h) the delay or postponement of the payment of its accounts payable and other Liabilities outside the Ordinary Course of Business;

(i) its cancellation, compromise, waiver, or release of any right or claim outside the Ordinary Course of Business;

(j) its transfer, assignment, or grant of any license or sublicense of any rights under or with respect to any Intellectual Property;

(k) a change in its certificate or articles of incorporation or by-laws;

(l) its issuance, sale or other disposition of any of its capital stock, or the grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;

(m) its declaration, setting aside, or payment of paid any dividend or its making of any distribution with respect to its capital stock (whether in cash or in kind) or its redemption, purchase, or other acquisition of any of its capital stock;

(n) its experiencing any damage, destruction, or loss (whether or not covered by insurance) to its property;

(o) its making of any loan to, or entering into any other transaction with, any of its directors, officers, and employees;

(p) its entering into any employment contract or collective bargaining agreement, written or oral, or modification of the terms of any existing such contract or agreement;

(q) its grant of any increase in the compensation of any of its directors, officers, and employees;

(r) its adoption, amendment, modification, or termination of any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or the taking of any such action with respect to any other Employee Benefit Plan);

(s) its making any other change in employment terms for any of its directors, officers, and employees;

(t) its making of any charitable or other capital contribution;

(u) its payment of any amount to any third party with respect to any Liability (including any costs and expenses it has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) that would not be assumed by the Surviving Corporation if in existence as of the Closing;

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(v) any other material occurrence, event, incident, action, failure to act, or transaction outside its Ordinary Course of Business;

(w) its discharge of a material Liability or Lien outside the Ordinary Course of Business;

(x) its making of loans or advances of money;

(y) its disclosure of confidential information in contravention of Section 9.5; and

(z) its committing to any of the foregoing.

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Internal Revenue Code 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third Party Intellectual Property Rights” means all material written licenses, sublicenses and other agreements as to which the Company is a party and pursuant to which any of them is authorized to use any third party patents, patent rights, trademarks, service marks, trade secrets or copyrights, including software which is used in the Company’s business or which form a part of any existing product or service of the Company, excluding commercially available licensed software programs sold to the public.

“WNDS” has the meaning set forth in the first paragraph of this Agreement.

“WNDS Common Stock” means the common stock of WNDS, par value $0.000001 per share.

“WNDS Financial Statements” has the meaning set forth in Section 4.6.

“WNDS Preferred Stock” means the WNDS Series A Preferred stock, par value $0.000001 per share.

ARTICLE 2. THE MERGER

2.1     Merger. Upon and subject to the terms and conditions of this Agreement, Merger Sub shall merge with and into the Company at the Effective Time in accordance with Section 607.1101 and the other applicable provisions of the FBCA. From and after the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). The Merger shall have the effects set forth in Section 607.1106 of the FBCA. The Company acknowledges that one of such effects is that it shall succeed to the obligations of Merger Sub under the Acknowledgment and Consent of Issuer specified in Section 5.2(h).

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2.2     Closing; Effective Time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by electronic delivery of signed documents as quickly as practicable after the execution and delivery of this Agreement, but in any event on or before August 31, 2012, unless otherwise mutually agreed upon by WNDS and the Company (the “Closing Date ”). As quickly as practicable after the Closing, articles of merger shall be prepared, signed and filed in accordance with Section 607.1105 of the FBCA (the “Articles of Merger”) and the Parties shall make all such other filings or recordings as may be required to effectuate the Merger. The Merger shall become effective at the time of the filing the Articles of Merger (the “Effective Time”).

2.3     Corporate Structure of the Surviving Corporation. At the Effective Time, (i) the articles of incorporation of Merger Sub immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation, (ii) the bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation and (iii) the directors and officers of the Surviving Corporation shall continue as such.

2.4     Consideration; Conversion of Company Common Stock and Merger Sub Common Stock.

(a)     At the Effective Time and without any further action on the part of WNDS, Merger Sub, the Surviving Corporation or any other Person, (i) each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive 1,400,000 newly issued shares of WNDS Common Stock, such that a total of 2,100,000,000 shares of WNDS Common Stock shall be issued by virtue of the Merger (subject to adjustments made pursuant to Section 2.6 hereof) and (ii) the shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive all of the authorized shares of Company Common Stock. No terms or provisions of any of the securities of WNDS shall be affected by the Merger.

(b)     Within twenty (20) days after the Closing Date, WNDS shall deliver to each of the former holders of Company Common Stock a certificate representing the number of shares of WNDS Common Stock into which his shares of Company Common Stock were converted by virtue of the Merger. At the Closing, the Company shall deliver a list of the holders of Company Common Stock on the Closing Date.

(c)     If any of the stock certificates to be delivered pursuant to Subsection (b) of this Section 2.4 is to be issued in the name of a person other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance thereof that (i) the request therefor shall be in writing and properly documented (e.g., assigned, endorsed or accompanied by an appropriate transfer power, with the signature thereon guaranteed by a so-called “Medallion Guarantee,” (ii) such transfer shall otherwise be proper and in accordance with all applicable federal and state laws, rules and regulations, and (iii) the Person requesting such transfer shall pay to WNDS or its transfer agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of WNDS that such taxes have been paid or are not required to be paid.

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(d)     In the event that shares of WNDS Common Stock issued to any Person pursuant to Subsections (b) and (c) of this Section 2.4 are not claimed by the holders thereof and are thereafter delivered to a public official pursuant to applicable abandoned property, escheat or similar law, WNDS, the Surviving Corporation and their Affiliates, subsidiaries, directors, managers, officers, agents or employees shall not be liable to any former stockholder of the Company or any Person in whose name the shares of WNDS Common Stock to which such former stockholder was otherwise entitled by virtue of the Merger were issued at his request.

(e)    In the event that any certificate representing Company Common Stock shall have been lost, stolen or destroyed, the Board of Directors of WNDS may, in its sole discretion and as a condition precedent to the issuance of a certificate representing the shares of WNDS Common Stock into which the shares represented by such lost, stolen or destroyed certificate were converted by virtue of the Merger, require the holder of such lost, stolen or destroyed certificate to submit to WNDS an affidavit stating that such certificate was lost, stolen or destroyed and to provide WNDS a bond of indemnity satisfactory to WNDS against any claim that may be made against WNDS with respect to such certificate.

(f)    At the Effective Time, each of the former stockholders of the Company shall cease to have any rights as such and shall not have any rights as a stockholder or otherwise with respect to the Surviving Corporation, except for the right to receive the shares of WNDS to be received by him by virtue of the Merger, and the transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares shall be made on such transfer books after the Effective Time.

(g)    Until a former holder of shares of Company Common Stock shall have delivered the certificate representing such shares to WNDS or its transfer agent for exchange and cancellation as provided in this Article 2 (or complied with Subsection (d) of this Section 2.4 if such certificate be lost, stolen or destroyed), a certificate representing the shares of WNDS Common Stock to which he is entitled by virtue of the Merger shall not be issued him.

2.5     Actions at the Closing.

(a)     The Company shall deliver the following to WNDS and Merger Sub at the Closing the various certificates, instruments and documents specified in Article 5 to be delivered to them by the Company.

(b)     WNDS and Merger Sub shall deliver to the Company at the Closing, the various certificates, instruments and documents specified in Article 5 to be delivered to the Company by them.

2.6     Fractional Shares.

No fractional shares of WNDS Common Stock shall be issued in connection with the Merger. In lieu of issuance of any such fractional shares that would otherwise be issuable, such fractional shares shall be rounded up to the nearest whole number.

2.7      Legend. The shares of WNDS Common Stock to be issued pursuant to this Article 2 shall not have been registered and are “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act. Accordingly, such shares may be disposed of without registration under the Securities Act and any applicable state securities laws only in certain limited circumstances. Each certificate evidencing such shares shall bear the following legend, in addition to any other legends required by law:

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THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH COUNSEL AND THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

2.8     Tax and Accounting Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code, and the Parties shall report the transactions contemplated herein consistent with such intent and shall take no position inconsistent therewith. The Parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

2.9     Exchange of Certificates of Merger Sub Common Stock. The Company shall issue and deliver to WNDS a certificate representing the number of shares of Company Common Stock to which WNDS is entitled by virtue of the conversion of shares of Merger Sub Common Stock into shares of Company Common Stock in the Merger upon the surrender to the Company of certificates representing all of the shares of the common stock of Merger Sub outstanding at the Effective Time.

2.10     Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further lawful and necessary action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company; and the officers, managers and directors of the Company and the Surviving Corporation are fully authorized in their respective names and in the name of Merger Sub to take action.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to WNDS and Merger Sub that the statements contained in this Article 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 3, except when a statement made in this Article 3 is made with reference to a specific date:

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3.1       Organization, Qualification and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has all necessary corporate power and authority: (i) to conduct its business in the manner in which it is currently being conducted and as proposed to be conducted; (ii) to own and use its assets in the manner in which they are currently owned and used; and (iii) to perform its obligations under this Agreement. The Company is not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction. The Company has no subsidiaries. The Company does not own any controlling interest in any Person. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Person. No dissolution or liquidation of the Company is pending and neither the Company nor its stockholders has approved such dissolution or liquidation.

3.2     Articles of Incorporation and By-laws; Records. The Company has delivered to WNDS accurate and complete (through the date hereof) copies of: (i) the Company’s Articles of incorporation, as presently in effect, (ii) the Company’s By-laws, as presently in effect, (iii) a complete and accurate current list of the stockholders of the Company, their respective addresses and the number of shares of Company Common Stock respectively held by them; and (iv) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the Board of Directors and stockholders of the Company and any committees established by said Board of Directors (the items described in the clauses (i) though (iv), inclusive, of this Section 3.2 being collectively referred to herein as the “Company Documents”). There have been no material corporate actions taken by said Board of Directors, said stockholders or any such committee that are not fully reflected in the Company Documents. At no time has there been any violation of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stockholder records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

3.3     Capitalization.

(a) The authorized capital stock of the Company consists of 1,500 shares of Company Common Stock, all of which are issued and outstanding. All outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and all have been issued in compliance with all applicable federal and state securities laws. Such shares are, to the Company’s Knowledge, free and clear of any liens, pledges, encumbrances, charges, agreements adversely effecting title thereto or claims or restrictions (other than those imposed by applicable federal and state securities laws or created by virtue of this Agreement or by WNDS) and are not subject to pre-emptive rights or rights of first refusal created by statute or its articles of incorporation or any agreement to which it is a party or by which it is bound. To the Company’s Knowledge, such shares are not subject to any stockholders’ agreement or similar instrument.

(b) There are no: (i) outstanding subscriptions, options, calls, warrants, rights or agreements (whether or not currently exercisable) to acquire any securities of the Company; (ii) outstanding notes, instruments or obligations that are or may become convertible into or exchangeable for any securities of the Company; (iii) Material Contracts (other than this Agreement) under which the Company is or may become obligated to sell, transfer, exchange or issue any securities of the Company; (iv) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, or any shares of Company Common Stock; or (v) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any securities of the Company.

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3.4     Authorization of Transaction. The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and any agreements to be executed and delivered by it pursuant to this Agreement, the execution, delivery and performance by the Company of all of which have been duly authorized by all requisite action on the part of its Board of Directors. Each of the aforesaid Agreements is enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

3.5     Noncontravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of the articles of incorporation or by-laws of the Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). The Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, except for the filing of the Articles of Merger, which if not obtained or made, could not be reasonably expected to have a Material Adverse Effect on the Company and could not be reasonably expected to prevent or materially alter or delay any of the transactions contemplated by this Agreement.

3.6       Financial Statements. WNDS acknowledges receipt of the Company Financial Statements. The Company Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified therein or in the notes thereto and except that the financial statements forming said unaudited portion may not contain all of the footnotes required by GAAP; and the Company Financial Statements fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the financial statements forming said unaudited portion, to normal year-end audit adjustments.

3.7     Absence of Certain Changes. Since its inception, (i) the Company has conducted its business in the Ordinary Course of Business, (ii) no Subsequent Event or Subsequent Events involving $5,000.00 in the aggregate have occurred with respect to the Company and (iii) there has not occurred any change, event or condition (whether or not covered by insurance) that has resulted in, or would reasonably be expected to result in any Material Adverse Effect with respect to the Company.

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3.8     Undisclosed Liabilities. The Company has no Liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) Liabilities accrued, reflected, or reserved against in the Company Financial Statements, (b) Liabilities which have arisen since the date of the Company Financial Statements in the Ordinary Course of Business, (c) contractual or statutory Liabilities incurred in the Ordinary Course of Business, none of which are material in nature or exceeds $5,000.00 in the aggregate (d) Liabilities incurred in connection with the negotiation of this Agreement and the transactions contemplated thereby and (e) other Liabilities which would not have a Material Adverse Effect on the Company.

3.9     Tax Matters. All Tax Returns required to be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Company Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have been provided or made available to WNDS. All Taxes owed by the Company have been withheld and paid when due, whether or not such amounts are shown on any Company Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in its books and records. No Company Return is currently under examination or audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to the Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, including Liabilities for interest, additions to tax and penalties thereon and related expenses, with respect to which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all forms and statements required with respect thereto have been properly completed and timely filed.

3.11     Assets; Equipment and Real Property. Except for Intellectual Property and property reflected in the Company Financial Statements, the Company has no material assets, whether real property or leases of or other interests in real property, leases or personal property or lease thereof, or other property, except for those heretofore disclosed to WNDS.

3.12     Intellectual Property. The Company has no interest in any material Intellectual Property (“Intellectual Property Rights”), other than as previously disclosed to WNDS. No further Intellectual Property is necessary for the conduct of the Company’s business as conducted and as currently proposed to be conducted by the Company. The Company owns, or has the right to use, free and clear of all Liens, all Intellectual Property and all Intellectual Property Rights. There are no outstanding options, licenses or agreements of any kind relating Intellectual Property and

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Intellectual Property Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to any of Intellectual Property, Intellectual Property Rights and the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other Person other than such licenses or agreements arising from the purchase of “off the shelf” or standard products. The Company has not received any communications alleging that the Company has violated or, by conducting its business as conducted and as currently proposed to be conducted by the Company, violates any Third Party Intellectual Property Rights and to the Company’s Knowledge, the business as conducted and as currently proposed to be conducted by the Company will not cause the Company to infringe or violate any Third Party Intellectual Property Rights. There is no defect in the title to any of the Intellectual Property or, to the extent that the Company has title to Intellectual Property Rights to any Intellectual Property Rights. To the Company’s Knowledge, no officer, employee or director obligated under any contract (including any license, covenant or commitment of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict or interfere with the performance of such person’s duties as an officer, employee or director of the Company, the use of such person’s best efforts to promote the interests of the Company or the Company’s business as conducted or as currently proposed to be conducted by the Company. No prior employer of any current or former employee of the Company has any right, title or interest in Intellectual Property and to the Company’s Knowledge, no Person has any right, title or interest in any Intellectual Property. It is not and will not be with respect to the business as currently proposed to be conducted necessary for the Company to use any inventions of any of its employees made prior to their employment by the Company.

3.12      Contracts. Except as heretofore disclosed to WNDS, and this Agreement, the Company is a party to no Material Contract, whether written or oral. The Company has delivered to WNDS accurate and complete copies of all written Material Contracts. Each Material Contract is valid, binding and enforceable by the Company in accordance with its terms subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company has not violated or breached, or committed any default under, any Material Contract, and, to the Company’s Knowledge, no other Person has violated or breached, or committed any default under, any Material Contract, each Material Contract is in full force and effect and the Company has not agreed to terminate any Material Contract. There are no Consents required under any Material Contract to consummate the transactions contemplated by the Transaction Documents.

3.13     Finder’s Fee. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other transactions contemplated by the Transaction Documents based upon any arrangements or agreements made by or on behalf of the Company.

3.14     Insurance. The Company is not a party to or an insured under any policy of insurance.

3.15     Litigation.

(a)     There is no pending Legal Proceeding, and to the Company’s Knowledge, no Person has threatened to commence any Legal Proceeding, that (i) involves or affects the Company or any of the assets owned or used by the Company, or (ii) that challenges the Merger or any of the other transactions contemplated by the Transaction Documents. There is no Order in which the Company is named or to which any of the assets of the Company is subject.

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(b)     The Company and its assets are not affected by any judgment or decree and there are no material agreements or other documents or instruments settling any Legal Proceeding or any oral agreements with respect thereto.

3.16      Legal Compliance; Restrictions on Business Activities. The Company is, and has at all times been, in compliance with all applicable Legal Requirements, except to the extent that failure to comply would not be likely to have a Material Adverse Effect on the Company. The Company has never received any notice or other communication from any Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. The Company has obtained all material Permits, certificates and licenses required by any Legal Requirement for the conduct of its business and the ownership of its assets. The Company is not in violation of any such Permit, certificate or license, and no Legal Proceedings are pending or, to the Knowledge of the Company, threatened to revoke or limit any such Permit, certificate or license.

3.17     Employees.

(a)     To the Company’s Knowledge, no employee has any plans to terminate employment with the Company within six months of the date hereof. The Company is not a party to or bound by any collective bargaining agreement, nor has it experienced any material strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company has no Knowledge of any organizational effort made or threatened, either currently or within the past two years, by or on behalf of any labor union with respect to employees of the Company. The Company is in compliance in all material respects with all currently applicable laws and regulations respecting wages, hours, occupational safety, or health, fair employment practices, and discrimination in employment terms and conditions, and is not engaged in any unfair labor practice except, in each case, where such practice or failure to comply would not reasonably be expected to have a Material Adverse Effect. There are no pending claims against the Company under any workers compensation plan or policy or for long term disability. There are no proceedings pending or, to the Company’s Knowledge, threatened, between the Company and its employees, which proceedings have or would reasonably be expected to have a Material Adverse Effect on the Company.

(b)     No employee has been terminated by the Company during the previous 90 days. The Company has no liability to any former by reason of his termination or otherwise, whether or not such termination occurred within said 90-day period.

3.18      Employee Benefits.

(a) The Company does not maintain or contribute to, and has never maintained or contributed to, any Employee Benefit Plan and does not have, and has never had, any ERISA Affiliate.

(b) The Company is not a party to any Employment Benefit Plan.

3.19     Permits. The Company holds all Permits that are required for the Company to conduct its business as presently conducted, except for those the absence of which would not have a Material Adverse Effect on the Company.

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3.20     Related Party Transactions. Except as described in Exhibit 3.20, the Material Contracts of the Company do not include any agreement with or any other commitment to (a) any officer or director of the Company; (b) any individual related by blood or marriage to any such officer or director; (c) any Person in which the Company or any such officer, director or related person has an equity or participating interest or (d) any other Affiliate of the Company.

3.21     Officer and Director Information. During the past five (5) years, neither the Company, nor to its Knowledge any of its officers, nor any person intended upon consummation of the Merger to be appointed by the Company to become an officer or director of the Surviving Corporation or WNDS, has been the subject of any of the events described in subsections (f)(1) to and including (f)(6) of Item 401 of Regulation S-K, promulgated by the SEC under the Securities Act.

3.22     Disclosure. The Company has not made any representation, warranty or statement in this Agreement that contains any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made herein and therein, in the light of the circumstances under which they were made, not misleading.

3.23     Investment. The Company understands that the shares of WNDS Common Stock to be issued in the Merger will not have been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. To the Company’s Knowledge, each of the holders of Company Common Stock (i) is acquiring the shares of WNDS Common Stock to be issued as a result of the Merger solely for his own account for investment purposes, and not with a view to the distribution thereof , (ii) is a sophisticated investor with knowledge and experience in business and financial matters, (iii) has received certain information concerning WNDS and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the shares of WNDS Common Stock, (iv) is able to bear the economic risk and lack of liquidity inherent in holding the shares of WNDS Common Stock, and (v) is an Accredited Investor as that term is defined in Regulation D promulgated by the SEC under the Securities Act.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES
OF WNDS AND MERGER SUB

WNDS and Merger Sub hereby represent and warrant to the Company that the statements contained in this Article 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 4, except when a statement made in this Article is made with reference to a specific date:

4.1      Organization, Qualification and Corporate Power. Each of WNDS and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Florida, respectively. Each of WNDS and Merger Sub has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and, in the case of WNDS, proposed to be conducted after the Merger, (ii) to own and use its assets in the manner in which its assets are currently owned and used and, in the case of WNDS, as proposed to be owned and used after the Merger, and (iii) to perform its obligations under all WNDS Contracts.

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Neither WNDS nor Merger Sub is and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any other jurisdiction. Merger Sub has, and except for Merger Sub, WNDS has no subsidiaries, does not own any controlling interest in any Person and does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Person. Neither WNDS nor Merger Sub has agreed and is not obligated to make any future investment in or capital contribution to any Person.

4.2      Organizational Instruments and Bylaws. WNDS and Merger Sub have delivered to the Company accurate and complete copies of their respective certificates or articles of incorporation and by-laws, in each case as amended to the date hereof (collectively, the “WNDS Documents”). There has not been any violation of any of the WNDS Documents, and at no time has WNDS taken any action that is inconsistent in any material respect with the WNDS Documents. In all material respects, the books of account, stock records, minute books and other records of WNDS and Merger Sub are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with Legal Requirements and prudent business practices.

4.3      Capitalization.

(a)     The authorized capital stock of WNDS consists of: (i) 3,000,000,000 shares of WNDS Common Stock, of which 2,148,517 shares are issued outstanding; and (ii) 10,000,000 shares of preferred stock, par value $0.00001 per share, issuable in series, of which a series of 5,000,000 shares has been designated WNDS Series A Convertible Preferred Stock and of which series, 2,000,000 shares are issued and outstanding. The authorized capital stock of Merger Sub consists of (iii) 10,000 shares of Merger Sub Common Stock, all of which are issued and outstanding. All of the outstanding shares of WNDS capital stock and Merger Sub capital stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to pre-emptive rights or rights of first refusal created by statute or its certificate or articles of incorporation or any agreement to which it is a party or by which it is bound. All of the outstanding shares of WNDS capital stock and Merger Sub capital stock have been issued in compliance with the WNDS Documents and all applicable federal and state securities laws and other applicable Legal Requirements. All of the outstanding shares of Merger Sub Common Stock and are owned beneficially and of record by WNDS.

(b)     Except as contemplated by this Agreement, there are no, (i) outstanding subscriptions, options, calls, warrants, rights or agreements (whether or not currently exercisable) to acquire from WNDS or Merger Sub any shares of capital stock or other securities of WNDS; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of capital stock or other securities of WNDS; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of WNDS; (iv) contracts (other than this Agreement) under which the WNDS is or may become obligated to sell, transfer, exchange or issue any shares of capital stock or any other securities; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of capital stock of WNDS; or (vi) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of WNDS.

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4.4     Authorization of Transaction. Each of WNDS and Merger Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the other agreements contemplated hereby, and the execution, delivery and performance by WNDS and Merger Sub of this Agreement and such other agreements have been duly authorized by all requisite corporate action on the part of WNDS and Merger Sub and their respective board of directors and, in the case of Merger Sub, its sole stockholder, WNDS. For each of WNDS and Merger Sub, this Agreement is and such other agreements are or when executed and delivered will be the legal, its valid and binding obligation, enforceable against it in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

4.5      Noncontravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which WNDS or Merger Sub is subject, or any provision of their respective certificates of incorporation, or by-laws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which WNDS or Merger Sub is a party or by which either of them is bound or to which any of their respective assets are subject, except in the case of each of clauses (i) and (ii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. Neither WNDS nor Merger Sub is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, other than (i) in the case of Merger Sub, the filing of the Articles of Merger, (ii) in the case of WNDS (A) any filings required by state securities laws and (B) the filing by WNDS, if required, of a Notice of a Sale of Securities on Form D with the SEC under Regulation D of the Securities Act or (iii) in the case of WNDS and Merger Sub, filings that have been made or obtained prior to or contemporaneously with the date of this Agreement.

4.6      WNDS Financial Statements. The Company acknowledges it has received a copy of the audited financial statements of WNDS for the period ended September 30, 2008, contained in the Registration Statement of WNDS on Form S-1, filed with the SEC on January 16, 2009 (the “WNDS Financial Statements”). The WNDS Financial Statements were prepared in accordance with GAAP, except as may be otherwise specified therein or in the notes thereto; and the WNDS Financial Statements fairly present in all material respects the financial position of WNDS as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the financial statements forming said unaudited portion, to normal year-end audit adjustments.

4.7      Absence of Certain Changes. Except as disclosed in Exhibit 4.7, since September 30, 2008, (i) WNDS has conducted its business in the Ordinary Course of Business, (ii) no Subsequent Event or Subsequent Events involving $5,000.00 in the aggregate have occurred with respect to WNDS or Merger Sub and (iii) there has not occurred any change, event or condition (whether or not covered by insurance) that has resulted in, or would reasonably be expected to result in any Material Adverse Effect with respect to WNDS or Merger Sub.

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4.8      Undisclosed Liabilities. Neither WNDS nor Merger Sub has any Liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) Liabilities accrued, reflected, reserved against in the WNDS Financial Statements, (Liabilities which have arisen since the date of the WNDS Financial Statements in the Ordinary Course of Business or the negotiation of this Agreement, (c) contractual or statutory Liabilities incurred in the Ordinary Course of Business, none of which are material in nature, or the negotiation of this Agreement and (d) Liabilities which would not have a Material Adverse Effect on WNDS or Merger Sub. WNDS has no liabilities other than $71,044.00 recorded in the WNDS Financial Statements as a “Related Party Payable.”

4.9     Tax Matters.

All Tax Returns required to be filed by or on behalf of WNDS with any Governmental Body before the date hereof (the “WNDS Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have been provided or made available to the Company. All Taxes owed by WNDS have been withheld and paid when due, whether or not such amounts are shown on any WNDS Returns. The WNDS Financial Statements fully accrue and/or reflect all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and WNDS has made adequate provision for unpaid Taxes after that date in its books and records. No WNDS Return is currently under examination or audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to WNDS in respect of any Tax. There are no unsatisfied Liabilities for Taxes, including Liabilities for interest, additions to tax and penalties thereon and related expenses, with respect to which any notice of deficiency or similar document has been received by WNDS (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by WNDS and with respect to which adequate reserves for payment have been established). There are no Liens for Taxes upon any of the assets of WNDS except Liens for current Taxes not yet due and payable. WNDS is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of WNDS that arose in connection with any failure (or alleged failure) to pay any Tax. WNDS has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all forms and statements required with respect thereto have been properly completed and timely filed.

4.10      Intellectual Property. WNDS does not currently own or have rights to any Intellectual Property.

4.11     Finder’s Fees. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other transactions contemplated hereby based upon any arrangements or agreements made by or on behalf of WNDS or Merger Sub.

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4.12     Litigation.

(a)     There is no pending Legal Proceeding, and to WNDS’s Knowledge, no Person has threatened to commence any Legal Proceeding, that (i) involves or affects WNDS or Merger Sub or any of the assets owned or used by either of them, or (ii) that challenges the Merger or any of the other transactions contemplated by the Transaction Documents. No Legal Proceeding has ever been commenced that involves or affects WNDS or Merger Sub or the assets owned by either of them.

(b)     There are no material agreements or other documents or instruments settling any Legal Proceeding.

4.13      Merger Shares. The shares of WNDS Common Stock to be issued by virtue of the Merger will, on the Closing Date, have been duly authorized and, when issued upon the conversion of shares of Company Common Stock into WNDS Common Stock by virtue of the Merger, will be validly issued, fully paid and nonassessable, and not subject to any Liens or any other rights or interests of third parties created by, under or through WNDS or any restrictions of any kind except for those imposed by this Agreement or by applicable federal and state securities laws.

4.14      Business of the Company and Merger Sub. WNDS is presently conducting no business. Merger Sub is a newly formed corporation and does not have, nor has it ever had) more than nominal assets nor has it conducted any operations. Merger Sub is not and has never been a party to any material agreements and has not conducted any activities other than in connection with the organization of Merger Sub, the issuance of Merger Sub Common Stock, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub has not incurred or assumed any expenses or liabilities prior to the Closing.

4.15     Contracts. WNDS is a party to no Material Contract and to no contract with its officers and directors, whether written or oral.

4.16      Insurance. The Company is not a party to or an insured under any policy of insurance.

4.17      Legal Compliance; Restrictions on Business Activities. WNDS is, and has at all times been, in compliance with all applicable Legal Requirements, except to the extent that failure to comply would not be likely to have a Material Adverse Effect on WNDS. WNDS has never received any notice or other communication from any Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. WNDS requires no Permits, certificates and licenses required by any Legal Requirement for the conduct of its business and the ownership of its assets, except as required to maintain its good standing a Delaware corporation.

4.18     Employees. WNDS has no employees.

4.19     Employee Benefits.

(a) WNDS does not maintain or contribute to, and has never maintained or contributed to, any Employee Benefit Plan and does not have, and has never had, any ERISA Affiliate.

(b) WNDS is not a party to any Employment Benefit Agreement.

4.20     Disclosure. Neither WNDS and Merger Sub has made any representation, warranty or statement in this Agreement that contains any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made herein and therein, in the light of the circumstances under which they were made, not misleading.

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ARTICLE 5. CONDITIONS TO CONSUMMATION OF MERGER

5.1      Conditions to Each Party’s Obligations.

The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by the other Party:

(a)     Each of the WNDS and the Company shall be satisfied that the issuance of the shares of WNDS Common Stock by virtue of the Merger will be exempt from registration under the Securities Act;

(b)     No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal; and

(c)     No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law.

5.2      Conditions to Obligations of WNDS and Merger Sub.

The obligation of each of WNDS and Merger Sub to take the actions to be taken by them at the Closing is subject to the satisfaction or written waiver of the following conditions:

(a)     this Agreement and the Merger shall have been approved and adopted by the stockholders of the Company in accordance with the provisions of Section 607.1103 of the FBCA;

(b)     the Company shall have obtained all of the waivers, Permits, consents, assignments, approvals or other authorizations, and effected all of the registrations, filings and notices required on its part to be obtained in order to consummate the Merger, except for (i) any which if not obtained or effected would not have a Material Adverse Effect on the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement and (ii) filing of the Articles of Merger with the Secretary of State of the State of Florida;

(c)     the representations and warranties of the Company set forth in Article 3 shall be true and correct as of the Closing Date, except for representations and warranties made as of a specified date, which shall be true and correct as of such date;

(d)     the Company shall have performed or complied with, in all material respects, its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;

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(e)     WNDS and Merger Sub shall have received from the Secretary of the Company a certificate (i) certifying the Company’s Articles of incorporation, as amended, (ii) certifying the Company’s By-laws, as amended, (iii) certifying the resolutions of the Board of Directors of the Company adopting and approving this Agreement and the Merger, (vi) certifying that this Agreement and the Merger were approved by the stockholders of the Company in accordance with the provisions of Section 607.1103 of the FBCA, and (v) attesting to the incumbency of the officers of the Company;

(f)     WNDS and Merger Sub shall have received from the President of the Company a certificate certifying that (i) the Company has satisfied and complied with all of the obligations under this Agreement and satisfied all of the conditions precedent which are required to be complied with or satisfied by it prior to the Closing Date and (ii) all of the Company’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;

(g)     all actions to be taken by the Company in connection with the consummation of the transactions contemplated hereby, and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the WNDS and Merger Sub; and

(h)     The Acknowledgment and Consent of Issuer which is Exhibit A to the Pledge Agreement specified in Section 5.3(k) shall have been executed and delivered by Merger Sub to WNDS.

5.3      Conditions to Obligations of the Company.

The obligation of the Company to take the actions to be taken by it at the Closing is subject to the satisfaction of the following additional conditions, unless any such condition is waived, in writing, by the Company:

(a)     this Agreement and the Merger shall have been adopted and approved by WNDS, the sole stockholder of Merger Sub, at a meeting of stockholders in accordance with Section 211 of the DGCL or by their consent pursuant to Section 228 of the DGCL, and by Merger Sub in accordance with the provisions of Section 607.1103 of the FBCA;

(b)     WNDS and Merger Sub shall have obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices (including, but not limited to any filings that are required pursuant to applicable federal and state securities laws) required on its part to be obtained in order to consummate the Merger, except for any which if not obtained or effected would not have a Material Adverse Effect on WNDS and Merger Sub or on the ability of the Parties to consummate the transactions contemplated by this Agreement;

(c)     each of WNDS and Merger Sub shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;

(d)     the representations and warranties of WNDS and Merger Sub set forth in Article 4 shall be true and correct as of the Closing Date, except for representations and warranties made as of a specified date, which shall be true and correct as of such date;

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(e)     the Company shall have received from the Secretary of WNDS a certificate (i) certifying the Certificate of Incorporation of WNDS, as amended; (ii) certifying the Bylaws of WNDS, as amended; (iii) certifying the resolutions of the Board of Directors of WNDS adopting and approving this Agreement and the Merger and authorizing the issuance of the shares of WNDS Common Stock to be issued by virtue of the Merger; (iv) certifying that this Agreement and the Merger were approved by the stockholders of WNDS at a meeting of stockholders in accordance with Section 211 of the DGCL or by their consent pursuant to Section 228 of the DGCL; and (v) attesting to the incumbency of the officers of WNDS

(f)     the Company shall have received from the Secretary of Merger Sub a certificate (i) certifying the Articles of Incorporation of Merger Sub, as amended, (ii) certifying the By-laws of Merger Sub, as amended, (iii) certifying the resolutions of the Board of Directors of Merger Sub adopting and approving this Agreement and the Merger, (iv) certifying that this Agreement and the Merger were approved by the stockholder of Merger Sub in accordance with the provisions of the FBCA, and (v) attesting to the incumbency of the officers of Merger Sub;

(g)     the Company shall have received from the President of WNDS a certificate certifying (i) WNDS has satisfied and complied with all of the obligations under this Agreement and satisfied all of the conditions precedent which are required to be complied with or satisfied by it prior to the Closing Date; and (ii) all of WNDS’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;

(h)     the Company shall have received from the President of Merger Sub a certificate certifying (i) Merger Sub has satisfied and complied with all of the obligations under this Agreement and satisfied all of the conditions precedent which are required to be complied with or satisfied by it prior to the Closing Date; and (ii) all of Merger Sub’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;

(i)     WNDS shall have delivered all other documents required to be delivered to the Company on or before the Closing Date;

(j)     William B. Wylie and Dennis J. Klein shall be directors of WNDS on the Closing Date;

(k)     The holder of 2,000,000 shares of WNDS Preferred Stock, 2,000,000 shares of Common Stock and the indebtedness of WNDS described as “Related Party Payable” in the WNDS Financial Statements shall have agreed to surrender said shares and indebtedness to WNDS in exchange for WNDS’ issuance to such holder of a Promissory Note in the principal amount of two hundred seventy-five thousand dollars ($275,000.00) and bearing interest at 0.24 percent per annum, secured by a Pledge Agreement, each in the form heretofore approved by the Company, and (ii) said Promissory Note and Pledge Agreement shall have been executed and delivered;

(l)     all actions to be taken by the WNDS and the Merger Sub in connection with the consummation of the transactions contemplated hereby, and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company;

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(m)     WNDS shall have completed the closing of a private offering of 316,500,000 shares of WNDS Common Stock in which it will raise at least $25,000 (the “Private Placement”); and

(n)     WNDS shall have reserved the corporate name KLEANGAS ENERGY TECHNOLOGIES, INC. in the State of Delaware.

ARTICLE 6. OTHER AGREEMENTS AND COVENANTS

6.1     Access Prior to Closing. Each of the Parties will permit the other Parties and their respective agents reasonable access to its files, books, records and offices, including, without limitation, any and all information relating to their respective taxes, commitments, contracts, leases, licenses, and real, personal and intangible property and financial condition and will cause their respective accountants to cooperate with the other Parties and their respective agents in making available all financial information reasonably requested, including without limitation the right to examine all working papers pertaining to their respective financial statements.

6.2     Best Efforts and Further Assurances. Each of the Parties shall use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to Closing under this Agreement. Each Party hereto, at the reasonable request of another Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

ARTICLE 7. TERMINATION

7.1      Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

(a)     The mutual agreement of the Parties;

(b)     WNDS, if there has been a material breach by the Company of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Company that is not cured, to the reasonable satisfaction of WNDS, within 10 business days after notice of such breach is given by WNDS (except that no cure period will be provided for a breach by the Company that by its nature cannot be cured);

(c)     The Company, if there has been a material breach by WNDS of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of WNDS that is not cured, to the reasonable satisfaction of the Company, within ten business days after notice of such breach is given by the Company (except that no cure period will be provided for a breach by WNDS that by its nature cannot be cured);

(d)     WNDS or the Company, if the Closing has not been occurred prior to August 31, 2012, unless the Parties agree to extend such date in writing; or

(e)     WNDS or the Company, if any injunction or other order of a governmental entity of competent authority prevents the consummation of the Transaction contemplated by this Agreement.

7.2      Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1 hereto, this Agreement will be of no further force or effect, and no Party shall be liable to any other Party; provided, however, that no termination of this Agreement will relieve any Party of liability for any breach of this Agreement as the result of its wrongful refusal or failure to perform any of its obligations.

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ARTICLE 8. SURVIVAL

Except for the representation and warranty of WNDS set forth in the last sentence of Section 4.6, none of the representations and warranties of any Party shall survive the Closing. All covenants of the Parties contained expressly or by their nature to be performed after the Closing shall survive the Closing and shall remain operative for such periods of time as necessary for the applicable Party to fulfill such covenant, unless otherwise agreed in writing by the other Parties.

ARTICLE 9. MISCELLANEOUS

9.1      No Third Party Beneficiaries. Except as may otherwise be specifically provided in this Agreement, this Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

9.2      Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof.

9.3      Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, legal representatives and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

9.4      Public Announcement. Promptly after the Closing, WNDS and the Surviving Corporation will issue a press release announcing the Merger. Thereafter, WNDS and the Surviving Corporation may issue such press releases, and make such other disclosures regarding the Merger, as each determines are required under applicable securities laws or regulatory rules.

9.5      Confidentiality. WNDS and the Company each recognize that they have received confidential information concerning the other during the course of the negotiation of this Agreement. Accordingly, WNDS and the Company each agrees (a) to use its respective best efforts to prevent the unauthorized disclosure of any confidential information concerning the other that was or is disclosed during the course of such negotiations and preparations, and is clearly designated in writing as confidential at the time of disclosure, and (b) to not make use of or permit to be used any such confidential information other than for the purpose of effectuating the Merger and related transactions. The obligations of this Section 9.5 will not apply to information that (i) is or becomes part of the public domain, (ii) is disclosed by the disclosing party to third parties without restrictions on disclosure, (iii) is received by the receiving party from a third party without breach of a nondisclosure obligation to the other party, or (iv) is required to be disclosed by law.

9.6      Counterparts, Facsimile Signatures. This Agreement and any documents to be delivered at the Closing may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The delivery of this Agreement and of such documents by facsimile transmission or by email transmission in portable digital format (so-called “PDF” format), or any other format that permits the legible printing of the document so transmitted, shall constitute effective delivery of such instrument(s) as to the Parties and may be used in lieu of the original Agreement for all purposes. The signature of a Person or of an individual who signed on behalf of such Person that is reproduced in or on any document so transmitted shall be deemed to be the original signature of such Person or individual for all purposes, including, without limitation, evidentiary purposes.

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9.7      Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

9.8      Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next Business Day; (iii) 3 Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) 1 Business Day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 9.8):

If to the Company:	If to WNDS or Merger Sub:
Kleangas Energy Technologies, Inc.	Windsor Resource Corp.
8110 Ulmerton Rd.	11415 NW 123 Lane
Largo, FL 33771	Reddick, FL 32686

9.9      Governing Law; Jurisdiction; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any instruments contemplated hereby brought against a Party or its respective Affiliates, directors, officers, stockholders, employees or agents) shall be submitted to binding arbitration with the American Arbitration Association in Marion County, Florida. This is an exclusive jurisdiction provision and material provision to this contract. The prevailing Party shall be entitled to recover from the other Party or Parties all reasonable attorneys’ fees, expert witness fees and expenses incurred by the prevailing party in connection therewith.

9.10     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

9.11     Expenses. Each Party shall be responsible for its own costs and expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, printers, accountants, etc., except that fees and expenses arising under the Registration Rights Agreement shall be allocated as set forth therein.

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9.12     Construction. Each of the Parties has been represented by counsel during the negotiation, preparation and execution of this Agreement and the other agreements and instruments to be executed and delivered pursuant hereto and therefore, each Party waives the application of any law, regulation, holding, doctrine or rule of construction providing that ambiguities in an agreement or other document will be construed for or against any Party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WINDSOR RESOURCE CORP.	KNGS ACQUISITION, INC.
By: /s/ Richard S. Astrom	By: /s/ Richard S. Astrom
Richard S. Astrom	Richard S. Astrom
President	President
KLEANGAS ENERGY TECHNOLOGIES, INC.
By: /s/ Dennis J. Klein
Dennis J. Klein
President

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EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION
OF
WINDSOR RESOURCE CORP.

ARTICLE I
NAME

The name of the corporation shall be WINDSOR RESOURCE CORP.

ARTICLE II
PERIOD OF DURATION

WINDSOR RESOURCE CORP. (the "Corporation") shall have perpetual existence.

ARTICLE III
REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 108 West 13th Street, City of Washington, New Castle County 19801. The name of the Corporation's registered agent at that address is Business Filings Incorporated. Either the registered office of the registered agent may be charged in the manner provided by law.

ARTICLE IV
PURPOSE

The purpose for which the Corporation is formed is to engage in and to transact any lawful business or businesses for which corporations may be incorporated pursuant to the Delaware General Corporation Law, including without limitation any lawful business or businesses similar to that of a holding company.

ARTICLE V
POWERS

In furtherance of the foregoing purposes the Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under Delaware General Corporation Law, as amended. In addition, it may do everything necessary, suitable or proper toward the accomplishment of any corporate purpose.

ARTICLES VI
CAPITAL STOCK

The total number of shares of stock which the Corporation shall have authority to issue is 510,000,000 of which 500,000,000 shares shall be designated common stock, par value .000001 per share and 10,000,000 shares shall be designated as preferred stock, par value .000001.

Preferred Stock:

The Board of Directors of the Corporation is vested with the authority to determine and state the designations and preferences, limitations, relative rights and voting rights, if any, of each series by the adoption and filing in accordance with Delaware General Corporation Law, before the issuance of any shares of such series, of an amendment or amendments to this Certificate of incorporation determining the terms of such series, which amendment need not be approved by the stockholders or the holders of any class or series of shares except as provided by law. All shares of preferred stock of the same class shall be identical.

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No share shall be issued without consideration being exchanged, and it shall thereafter be non-assessable.

The following is a description of each class of stock of the Corporation with preferences, conversion and other rights, restrictions, voting powers, limitations as to distributions, qualifications, and terms and conditions of redemption of each class:

FIRST: The Common Stock shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote.

SECOND: Notwithstanding any provision of the Certificate of Incorporation to the contrary, the affirmative vote of a majority of all votes entitled to be cast on the matter shall be sufficient, valid and effective, after due authorization, approval or advice of such actions by the Board of Directors, as required by law, to approve and authorize the following acts of the Corporation:

(i) any amendment of this Certificate of Incorporation;

(ii) the merger of the Corporation into another corporation or the merger of one or more other corporations into the Corporation;

(iii) the sale, lease, exchange or other transfer of all, or substantially, all of the property and assets of the Corporation, including its goodwill and franchises;

(iv) the participation by the Corporation in share exchange (as defined in Delaware General Corporation Law); and

(v) the voluntary or involuntary liquidation, dissolution or winding-up of or the revocation of any such proceedings related to the Corporation.

THIRD: The Preferred Stock is hereby established as Series A Preferred Stock, designated "Series A Preferred Stock". The number of shares of Series A Preferred Stock shall be 5,000,000 shares, and have a par value .000001. The Series A Preferred Stock shares shall have superiority voting rights equal to 1,000 votes per share. In the event that such votes do not total 51% all votes, than regardless of the provisions of this paragraph, in any such case, the votes cast by Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of shareholders, or any issue put to the shareholders for voting and the Company may state that any such action was had by majority vote of all shareholders. Furthermore the holders of Series A Preferred shares have the right to the majority of the Directors to the Board of the Company and to further amend the Articles of Incorporation to ensure the furtherance of the Company and its operations.

ARTICLE VII
QUARUM PROTECTIVE PROVISIONS

Quorum. The presence in person or by proxy vote of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitles to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the Delaware General Corporation Law, by the Certificate of Incorporation or by the Corporation's By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time be a majority

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vote of the stockholders present or represented without any notice other than by announcement that the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

ARTICLE VIII
PREEMPTIVE RIGHTS

A shareholder of the Corporation shall not be entitled to a preemptive or preferential right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the Corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares.

ARTICLE IX
CUMULATIVE VOTING RIGHTS

The shareholders shall not be entitled to cumulative voting rights.

ARTICLE X
BOARD OF DIRECTORS

The Board of Directors shall consist of not less than one (1) and no more than nine (9) directors. Within the foregoing limits, the number of directors from time to time comprising the entire board of directors shall be fixed by or in the manner provided in the By-Laws.

(1) The Board of Directors shall have the power to authorize the issuance from time to time of the shares of stock of any class, whether now or hereafter authorized, or securities convertible into or exercisable for shares of its stock of any class of classes, including options, warrants or rights, whether now or hereafter authorized.

(2) The Board of Directors shall have the power, if authorized by the By-Laws, to designate by resolution or resolutions adopted by the majority of the Board of Directors, one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolutions or in the By-Laws of the Corporation and permitted by the Delaware General Corporation Law, shall have and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all instruments and documents which may require it.

(3) If the By-Laws so provide, the Board of Directors shall have the power to hold its meetings, to have an office or offices and, subject to the provisions of Delaware General Corporate Law, to keep the books of the Corporation, outside of the State at such place or places as may from time to time be designated by it.

(4) The Board of Directors shall have the power to borrow or raise money, from time to time and without limit, and upon any terms, for any purpose; and, subject to the Delaware General Corporation Law, to authorize the creation, issuance, assumption or guaranty of bonds, notes or other evidences of indebtedness of moneys borrowed, to include therein necessary provisions such as redemption, conversion or otherwise, as the Board of Directors, in its sole discretion, may determine and to secure the payment of principle, interest or sinking fund in respect thereof by mortgage upon, or pledge or, or the conveyance or assignment in trust of, the whole or any part of the properties, assets and goodwill of the Corporation then owed or thereafter acquired.

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(5) The Board of Directors shall have the power to adopt, amend and repeal the By-Laws of the Corporation.

The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by the reference to or inference from the terms of any other clause of this or any other article of this Certificate of Incorporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the laws of the State of Delaware now or hereafter in force.

ARTICLE XI
INDEMNIFICATION

The Corporation may:

(A) Indemnify anyone who was or is party or is threatened to be made party to any threatened, pending, or complete action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any such action, suit, or proceeding by judgment, order or settlement, or conviction or equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

(B) Indemnify any person who was or is party or is threatened to be made party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust or enterprise against expenses (including attorney fees) acting and reasonably incurred by him in connection with the defense or settlement of such actions or suit if he acted in good faith and in a manner he reasonably believed to be in the best interest of the Corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

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(C) Indemnify a director, officer, employee, fiduciary or agent of a corporation to the extent he has been successful on the merits in defense of any action, suit, or proceeding referred to in (A) or (B) of this Article XII or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

Any indemnification under (A) or (B) of this Article XI (unless ordered by a court) and as distinguished from (C) of this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in (A) or (B) above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or, if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.

Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay amount less it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article XI.

The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such a person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of status as such, whether or not the Corporation would have the power to indemnify him against such liability under provisions of this Article XI.

ARTICLE XII

TRANSACTIONS WITH INTERESTED PARTIES

No contract of other transaction between the Corporation and one (1) or more of its directors or any other Corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financial interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purposes if:

5

(A) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves, or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interest directors.

(B) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify contract or transaction by vote or written consent; or

(C) The contract or transaction is fair and reasonable to the Corporation.

Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves or ratifies such contract or transaction.

ARTICLE XIII
VOTING OF SHAREHOLDERS

Except as may be otherwise required by law, if a quorum is present, the affirmative vote of a majority of the outstanding shares represented at the meeting and entitled to vote thereon, or of any class or series, shall be the act of the shareholders on all matters except the election of directors. Directors shall be elected by plurality vote.

ARTICLE XIV
LIABILITIES OF DIRECTORS

To the maximum extent permitted by law, no director of the Corporation shall be personally liable for money damages to the Corporation or any of its stockholders for money damages for breach of fiduciary duty as a director.

ARTICLE XV
INCORPORATOR

The name and address of the incorporator is as follows:

Mark Rentschler
17 State Street, 39th Floor New York, NY 10004

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EX-3.2

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WINDSOR RESOURCE CORP.

First: That the Board of Directors of Windsor Resource Corp. (the "Corporation") by Unanimous Written Consent dated as of August 14th, 2008, adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation as heretofore amended, declaring said amendments to be advisable and calling for the submission of such amendments to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

Resolved, that the Certificate of Incorporation of the Corporation be amended by changing Article thereof numbered "VI" so that, as amended, said Article shall be and read as follows:

ARTICLE VI
CAPITAL STOCK

The total number of shares of stock which this corporation is authorized to issue is five hundred and ten million (510,000,000), consisting of five hundred million (500,000,000) shares of common stock, par value $0.000001 per share and ten million (10,000,000) shares of preferred stock, par value $0.000001 per share.

Each two thousand (2,000) shares of Common Stock outstanding on the effective date, shall be deemed to be one (1) share of Common Stock of the Corporation, par value $0.000001 per share. There shall be no fractional shares. Odd lots shall be rounded up.

The Board of Directors of the Corporation is vested with the authority to determine and state the designations and preferences, limitations, relative rights and voting rights, if any, of each series by the adoption and filing in accordance with Delaware General Corporation Law, before the issuance of any shares of such series, of an amendment or amendments to this Certificate of incorporation determining the terms of such series, which amendment need not he approved by the stockholders or the holders of any class or series of shares except as provided by law. All shares of preferred stock of the same class shall be identical.

No share shall be issued without consideration being exchanged, and it shall thereafter he non-assessable.

The following is a description of each class of stock of the Corporation with preferences, conversion and other rights, restrictions, voting powers, limitations as to distributions, qualifications, and terms and conditions of redemption of each class:

FIRST:     The Common Stock shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote.

SECOND:     Notwithstanding any provision of the Certificate of Incorporation to the contrary, the affirmative vote of a majority of all votes entitled to be cast on the matter shall be sufficient, valid and effective, alter due authorization, approval or advice of such actions by the Board of Directors, as required by law, to approve and authorize the following acts of the Corporation:

(i) any amendment of this Certificate of Incorporation;

(ii) the merger of the Corporation into another corporation or the merger of one or more other corporations into the Corporation;

(iii) the sale, lease, exchange or other transfer of all. or substantially, all of thc property and assets of the Corporation, including its goodwill and franchises;

(iv) the participation by the Corporation in share exchange (as defined in Delaware General Corporation Law); and

(v) the voluntary or involuntary liquidation, dissolution or winding-up of or the revocation of any such proceedings related to the Corporation.

THIRD:     The Preferred Stock is hereby established as Series A Preferred Stock, designated "Series A Preferred Stock". The number of shares of Series A Preferred Stock shall be 5,000,000 shares, and have a par value .000001. The Series A Preferred Stock shares shall have superiority voting rights equal to 1,000 votes per share. In the event that such votes do not total 51% all votes, than regardless of the provisions of this paragraph, in any such case, the votes cast by Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of shareholders, or any issue put to the shareholders for voting and the Company may state that any such action was had by majority vote of all shareholders. Furthermore the holders of Series A Preferred shares have the right to the majority of the Directors to the Board of the Company and to further amend the Articles of Incorporation to ensure the furtherance of the Company and its operations.

Second: That pursuant to Section 228 of the General Corporation Law of the State of Delaware, a consent setting forth resolutions approving the amendments set forth above was signed by holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted.

Third: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Fourth: The effective date shall be August 18, 2008.

EX-3.3

Exhibit 3.3

WINDSOR RESOURCE CORP.

CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW

The undersigned, President and Chief Executive Officer, hereby certifies that:

Section 1.     He is the President and Chief Executive Officer, of Windsor Resource Corp., a Delaware corporation (the "Corporation").

Section 2.     The Corporation is authorized to issue 10,000,000 shares of preferred stock; and

Section 3.     The following resolutions were duly adopted by the Board of Directors:

WHEREAS, the Certificate of Incorporation of the Corporation, as amended, provides for a class of its authorized stock known as preferred stock, comprised of 10,000,000 shares, $0.000001 par value, issuable from time to time in one or more series;

WHEREAS, the Board of Directors of the Corporation is authorized to determine, by resolutions or resolution adopted prior to the issuance of any shares thereof, the number of shares constituting any a series of preferred stock and the designations, powers, preferences, limitations, and relative or other rights thereof, including but not limited to dividend rights, dividend rate, rights and terms of redemption, liquidation preferences, conversion rights, voting rights and any other preferences of such series, to the full extent permitted by Delaware law; and

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to fix the powers, preferences, rights, qualifications, limitations and restrictions and other matters relating to a series of the preferred stock, which shall consist of 5,000,000 shares of the preferred stock which the corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1.     Definitions. For the purposes hereof, the following terms shall have the following meanings:

"Business Day" means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

"Common Stock" means the Corporation's common stock, par value 50.000001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed into.

"Conversion Date" shall have the meaning set forth in Section 6(a).

"Conversion Shares" means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

"Holder" means a holder of the Preferred Stock.

"Junior Securities" means the Common Stock, and all other securities of the Corporation other than those securities which are explicitly senior or pari passu to the Preferred Stock in liquidation preference.

"Liquidation" shall have the meaning set forth in Section 5.

"New York Courts" shall have the meaning set forth in Section 8(d).

"Notice of Conversion" shall have the meaning set forth in Section 6(a).

"Original issue Date" means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

"Person" means an individual, a corporation, a partnership, an association, a limited liability company, an unincorporated business organization, a trust or other entity or organization, and any government or political subdivision or any agency or instrumentality thereof.

"Preferred Stock" shall have the meaning set forth in Section 2.

"Share Delivery Date" shall have the meaning set forth in Section 6(b)(i).

"Trading Day" means a day on which the Common Stock is traded on the principal Trading Market.

"Trading Market" means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question; the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board or the Pink Sheets.

Section 2.     Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series A Convertible Preferred Stock (the "Preferred Stock") and the number of shares so designated shall be 5,000,000. Each share of Preferred Stock shall have a par value of $0.000001 per share.

Section 3. Rank. The Preferred Stock shall rank senior to all other capital stock of the Corporation outstanding.

Section 4.     Voting Rights. Each share of Preferred Stock shall have voting rights equal to 1,000 shares of the Company's common stock. As long as any shares of Preferred Stock arc outstanding, the Corporation shall not, without the affirmative vote of the Holders of 75% or more of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to or otherwise pari passu with the Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock or (e) enter into any agreement with respect to any of the foregoing.

Section 5.     Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the amount paid for the Preferred Stock, before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders of Preferred Stock.

Section 6. Conversion.

a) Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into 10 shares of Common Stock. The number of, shares issuable upon conversion shall be adjusted for any stock split, stock dividend, consolidation or any similar event. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a "Notice of Conversion"). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. To effect conversions of shares of Preferred Stock, a holder shall not be required to surrender the certificate(s) representing such shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock in accordance with the terms hereof shall be canceled and shall not be reissued.

b) Mechanics of Conversion

i.     Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the "Share Delivery Date"), the Corporation shall deliver, or cause to be delivered, to the converting Holder a certificate or certificates representing the number of Conversion Shares being acquired upon the conversion of shares of Preferred Stock.

ii.     Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall he issuable upon the conversion of all outstanding shares of Preferred Stock.

iii.     Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock. As to any fraction of a share which a Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share . Additionally, the Company cannot issue fraction shares of Preferred Stock.

iv.     Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

Section 7. Redemption. The Preferred Stock shall not be redeemable by the Corporation.

Section 8. Miscellaneous.

(a)      Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and shall be sufficient if personally delivered, sent by facsimile in the case of notice to the Corporation only, or sent by registered or certified mail or Federal Express or other nationally recognized overnight delivery service. Any notices shall be deemed given upon the earlier of the date when received at, the day when delivered via facsimile or the third day after the date when sent by registered or certified mail or the day after the date when sent by Federal Express to the address set forth below, unless such address is changed by notice to the other party hereto:

if to the Corporation:

Windsor Resource Corp.
2202 North West Shore Blvd
Suite 200
Attention: Mark Rentschler or Chief Executive Officer
Facsimile: (561) 300-8606

with copy to:

Trombly Business Law
1320 Centre Street, Suite 202 Newton, MA 02459
Attention: Amy Trombly
Facsimile: (617) 243-0066

if to the Holder: As set forth in the register of the Corporation.

The Corporation or the Holder by notice to the other party may designate additional or different addresses as shall be furnished in writing by such party.

(b)     Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

(c)     Lost or Mutilated Preferred Stock Certificate. If a Holder's Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

(d)     Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Certificate of Designation (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the "New York Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation. If either party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

(e)     Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must be in writing.

(f)     Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(g)     Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(h)     Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

(i)     Status of Converted Preferred Stock. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Convertible Preferred Stock.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 24th day of November 2008.

/s/     Mark Renschler          
Name: Mark Renschler
Title: President and Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock indicated below into shares of common stock, par value $0.000001 per share (the "Common Stock"), of Windsor Resource Corp., a Delaware corporation (the "Corporation"), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion:
Number of shares of Preferred Stock owned prior to Conversion:
Number of shares of Preferred Stock to be Converted:
Stated Value of shares of Preferred Stock to be Converted:
Number of shares of Preferred Stock subsequent to Conversion:
Address for Delivery:
Or
DWAC Instructions:
Broker no:
Account no:
	[HOLDER]
	By:
	Name:
	Title:

EX-3.4

Exhibit 3.4

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Windsor Resource Corp. resolutions were duly adopted setting forth a proposed amendment of the certificate of Incorporation of said corporation. declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “VI” so that as amended, said Article shall be and read as follows:

The total number of shares^.of stock the Corporation shall have the authority to issue is three billion and two million shares. Three billion shares shall be designated common stock, par value .000001. Two million shares shall be designated preferred par value .000001.

SECOND; That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware,

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 28th day of June 2012.

By:	/s/ Richard S. Astrom
	Authorized Officer
Title:	CEO
Name:	Richard S. Astrom
	Print or Type

EX-3.5

Exhibit 3.5

STATE OF DELAWARE
CERTIFICATE OF CORRECTION
OF CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
WINDSOR RESOURCE CORP.

WINDSOR RESOURCE CORP., a corporation organized and existing under the General Corporation Law, DOES HEREBY CERTIFY that:

FIRST:      On June 29, 2012, the Corporation filed with the Secretary of State a certificate of amendment of its certificate of incorporation, which amended Article VI of its certificate of incorporation.

SECOND: The certificate of amendment incorrectly stated the number of authorized shares of preferred stock as 2,000,000, whereas the correct number is 10,000,000 and omitted a portion of Article VI, as intended to be amended.

THIRD:     The resolution set forth in the certificate of amendment is corrected to read as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered VI so that, as amended, said Article shall be and read as follows:

The total number of shares of stock that the corporation shall have the authority to issue is three billion ten million (3,010,000,000) shares. Three billion (3,000,000,000) shares shall be designated common stock, par value $.000001 per share, and ten million (10,000,000) shares shall be designated preferred stock, par value $.000001 per share, issuable in series.

The common stock shall be subject to the provisions of each series of preferred stock. Each share of common stock shall be entitled to one vote on each matter to be voted on by stockholders.

The board of directors of the Corporation is vested with the authority to establish resolution or resolutions one or more series of preferred stock, and to determine the voting powers, and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, by the adoption and filing such resolution or resolution in accordance with the General Corporation Law.

The filing of a certificate of designations respecting the Series A Convertible Preferred Stock of the Corporation on November 24, 2008, and the issuance of shares pursuant thereto, is hereby ratified, approve and confirmed, no shares having been issued pursuant to the subparagraph of Article VI numbered "THIRD," as said Article VI existed prior hereto.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed on its behalf this thirty-first day of July 2012 by its officer thereunder duly authorized.

WINDSOR RESOURCE CORP.
By:	/s/ Richard S. Astrom
	Richard S. Astrom
	President

EX-3.6

Exhibit 3.6

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION
OF
WINDSOR RESOURCE CORP.

WINDSOR RESOURCE CORP. a corporation organized and existing under the General Corporation Law, DOES HEREBY CERTIFY that:

FIRST:      The Board of Directors of the Corporation adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the Corporation as heretofore amended, declaring said amendment to be advisable, recommending its approval to the stockholders of the Corporation and submitting it to said stockholders for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article I of the Certificate of Incorporation of the Corporation be amended in its entirety, such that said Article I shall hereafter read as follows:

ARTICLE I
NAME

The name of the Corporation is KLEANGAS ENERGY TECHNOLOGIES, INC.

SECOND:      Pursuant to Section 228 of the General Corporation Law, a consent in writing adopting said resolution was signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consent was delivered to the Corporation by delivery to its officer having custody of the book in which proceedings of meetings of stockholders are recorded.

THIRD:      Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on its behalf by its officer thereunder duly authorized this twenty-fourth day of September 2012.

WINDSOR RESOURCE CORP.
By:	/s/ William B. Wylie
	William B. Wylie
	President

EX-3.7

Exhibit 3.7

ARTICLES OF MERGER
(Profit Corporations)

The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes.

First: The name and jurisdiction of the surviving corporation:

Name	Jurisdiction	Document Number
Kleangas Energy Technologies Inc.	Florida	P12000044141

Second: The name and jurisdiction of each merging corporation:

Name	Jurisdiction	Document Number
KNGS Acquisition, Inc.	Florida	P12000059484

Third: The Plan of Merger is attached.

Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State.

Fifth: Adoption of Merger by surviving corporation

The Plan of Merger was adopted by the shareholders of the surviving corporation on August 15, 2012.

Sixth: Adoption of Merger by merging corporation(s)

The Plan of Merger was adopted by the shareholders of the merging corporation(s) on August 15, 2012.

(Attach additional sheets if necessary)

Seventh: SIGNATURES FOR EACH CORPORATION

Name of Corporation	Signature of an Officer or Director	Typed or Printed Name of Individual & Title
Kleangas Energy Technologies Inc.	/s/ Dennis J. Klein	Dennis J. Klein, President
KNGS Acquisition, Inc.	/s/ Richard S. Astrom	Richard S. Astrom, President

EX-3.8

Exhibit 3.8

BY-LAWS
OF

WINDSOR RESOURCE CORP.

ARTICLE I
MEETINGS OF STOCKHOLDERS

Section 1. The Annual Meeting. The annual meeting of the stockholders of WINDSOR RESOURCE CORP. (the "Corporation") for the election of directors and for the transaction of such other business as may come before the meeting shall be held within one hundred and fifty days after the close of the Corporation's Fiscal Year at such date, time, and location as the Board of Directors shall designate.

Section 2. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or the President and shall be called by the President or Secretary at the request in writing of stockholders of record owning at least twenty-five per centum (25%) of the shares of stock of the Corporation outstanding and entitled to vote.

Section 3. Notice of Meetings. Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof, shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting, and, if mailed, shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board of Directors shall fix, after the adjournment, a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4. Place of Meetings. Meetings of the stockholders may be held at such place, within or without the State of Delaware, as the Board of Directors or the officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice hereof.

Section 5. Quorum. At all meetings of the stockholders the holders of a majority of the votes of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except as otherwise provided by statute or in the Certificate of Incorporation. In the absence of a quorum, the holders of a majority of the shares of stock present in person or by proxy and entitled to vote, or if no stockholder entitled to vote is present, then any officer of the Corporation may adjourn the meeting. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

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Section 6. Organization. At each meeting of the stockholders, the President, or in his absence or inability to act, any person chosen by a majority of those stockholders present, in person or by proxy and entitled to vote, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

Section 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

Section 8. Voting. Except as otherwise provided by statute, by the Certificate of Incorporation, or by any certificate duly filed in the State of Delaware pursuant to Section 151 of the Delaware General Corporation Law, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation on the date fixed by the Board of Directors as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close of business on the day next preceding the date on which notice thereof shall be given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; or each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, these By-Laws, or the Certificate of incorporation, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

Section 9. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 10. Action by Written Consent. Any action which is required to be or may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice to stockholders and without a vote if consents in writing, setting forth the action so taken, shall have been signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 11. Duration and Revocation of Consents. Consents to corporate action shall be valid for a maximum of sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner provided in Section 228(c) of the Delaware General Corporation Law. Consents may be revoked by written notice (i) to the Corporation, (ii) to the stockholder or stockholders soliciting consents or soliciting revocations in opposition to action by consent proposed by the Corporation (the "Soliciting Stockholders"), or (iii) to a proxy solicitor or other agent designated by the Corporation or the Soliciting Stockholders.

Section 12. Notice of Action by Consent. The Corporation shall give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the Action were delivered to the Corporation in the manner provided in Section 228(c) of the Delaware General Corporation Law.

ARTICLE II
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualifications, Election, and Term of Office. The number of directors of the Corporation shall be as determined by vote of a majority of the entire Board of Directors. All of the directors shall be of full age. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors shall be elected at the annual meeting of the stockholders for the election of directors at which a quorum is present, and the persons receiving a plurality of the votes cast at such election shall be elected. Each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Certificate of Incorporation.

Section 3. Place of Meeting. Meetings of the Board of Directors may be held at such place, within or without the State of Delaware, as the Board of Directors may from time to time determine or shall be specified in the notice or waiver of notice of such meeting.

Section 4. First Meeting. The Board of Directors shall meet for the purpose of organization, the election of the officers of the Corporation, and the transaction of other business, as soon as practicable after each annual meeting of the stockholders. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter Provided in Section 7 of this Article II.

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Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and at such place as the Board of Directors may from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by one or more directors of the Corporation or by the President.

Section 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class ail, postage prepaid, addressed to him at his residence, or usual place of business, at least three days before the day on which such meeting is to beheld. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any regular or special meeting need not state the purpose of such meeting.

Section 8. Quorum and Manner of Acting. A majority of the entire Board of Directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by statute or the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat, or if no director be present, the Secretary may adjourn such meeting to another time and place, or such meeting, unless it be the first meeting of the Board of Directors, need not be held. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as provided in Article III of these By-Laws, the directors shall act only as a Board and the individual directors shall have no power as such.

Section 9. Organization. At each meeting of the Board of Directors, the President, or, in his absence or inability to act, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof.

Section 10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 11. Vacancies. Vacancies may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or holders of at least ten percent of the votes of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Except as otherwise provided in these By-Laws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Section 12. Removal of Directors. Except as otherwise provided in the Certificate of Incorporation or in these By-Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the votes of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose; and the vacancy in the Board of Directors caused by any such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.

Section 13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. Action Without Meeting Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE III
COMMITTEES

Section 1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

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Section 2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these by-laws.

ARTICLE IV
OFFICERS

Section 1. Number and Qualifications. The officers of the Corporation shall be the President, Secretary, and Treasurer. Any two or more offices may be held by the same person. Such officers shall be elected from time to time by the Board of Directors, each to hold office until the meeting of the Board of Directors following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws. The Board of Directors may from time to time elect, or the President may appoint, such other officers (including, but not limited to, one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers), and such agents, as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board of Directors or by the appointing authority.

Section 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the vote of the majority of the entire Board of Directors at any meeting of the Board of Directors, or, except in the case of an officer or agent elected or appointed by the Board of Directors, by the President. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment of such office.

Section 5. Officers' Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board of Directors may require.

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Section 6. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the President the power to fix the compensation of officers and agents appointed by the President. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

Section 7. President. The President shall be the Chief Executive Officer of the Corporation and shall have the general and active management of the business of the Corporation and general and active supervision and direction over the other officers, agents and employees and shall see that their duties are properly performed. He shall, if present, preside at each meeting of the stockholders and of the Board of Directors and shall be an ex-officio member of all committees of the Board of Directors. He shall perform all duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be assigned to him by the Board of Directors.

Section 8. Secretary. The Secretary shall:

(a)     Keep or cause to be kept in one or more books provided for that purpose, the minutes of the meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

(b)     See that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

(c)     Be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d)     See that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e)     In general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

Section 9. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall exercise general supervision over the receipt, custody, and disbursements of corporate funds. The Treasurer shall sign, make and indorse in the name of the corporation, all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipts for such, and, in general, perform all the duties incident to the office of Treasurer. He shall have such further powers and duties as may be conferred upon him from time to time by the President or the Board of Directors.

ARTICLE V
INDEMNIFICATION

To the fullest extent permitted by law, the Corporation shall indemnify any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suitor proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), liability, loss, judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect of any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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Such indemnity shall inure to the benefit of the heirs, executors and administrators of any director or officer so indemnified pursuant to this Article. The right to indemnification under this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its disposition; provided however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. Such indemnification and advancement of expenses shall be in addition to any other rights to which those directors and officers seeking indemnification and advancement of expenses may be entitled under any law, agreement, vote of stockholders, or otherwise.

Any repeal or amendment of this Article by the stockholders of the Corporation or by changes in applicable law shall, to the extent permitted by applicable law, be prospective only, and shall not adversely affect any right to indemnification or advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or amendment. In addition to the foregoing, the right to indemnification and advancement of expenses shall be to the fullest extent permitted by the General Corporation Law of the State of Delaware or any other applicable law and all amendments to such laws as hereafter enacted from time to time.

ARTICLE VI
STOCK

Section 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, if any, or the President, and by the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

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Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII
MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of each year.

Section 2. Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of the name of the Corporation and the words and figures "Corporate Seal, WINDSOR RESOURCE CORP., Delaware 2008".

Section 3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 4. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 5. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

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Section 6. Amendments. These By-Laws may be amended or repealed, or new By-Laws may be adopted, (1) at any annual or special meeting of the stockholders, by a majority of the total votes of the stockholders, present or in person or represented by proxy and entitled to vote on such action; provided, however, that the notice of such meeting shall have been given as provided in these By-Laws, which notice shall mention that amendment or repeal of these By-Laws, or the adoption of new By-Laws, is one of the purposes of such meeting; (2) by written consent of the stockholders pursuant to Section 10 of Article I; or (3) by action of the Board of Directors.

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EX-5.1

Exhibit 5.1
Exhibit 23.2

[Letterhead of Barry J. Miller]

November 29, 2012
Kleangas Energy Technologies, Inc.
8110 Ulmerton Rd.
Largo, FL 33771

Ladies and Gentlemen:

I have acted as counsel to Kleangas Energy Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), in connection with the preparation of a Registration Statement on Form S-1 (as amended, the “Registration Statement”) to be filed by the Company with the United States Securities and Exchange Commission, relating to the offer and sale by certain stockholders of the Company of up to 316,500,000 shares of the common stock of the Company, par value $.000001 per share (the “Selling Stockholder Shares”).

I have examined copies of the Certificate of Incorporation of the Company and the By-laws of the Company, each as amended to date, all relevant resolutions adopted by the Company’s Board of Directors and such other agreements, records and documents that I have deemed necessary for the purpose of this opinion. I have also examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as I have deemed necessary to form a basis for the opinions hereinafter expressed.

In my examination, I have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to me. As to various questions of fact material to my opinion, I have relied on statements and certificates of officers and representatives of the Company and public officials.

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:

1. The Company is validly existing as a corporation under the laws of the State of Delaware.

2. The Selling Stockholder Shares have been duly and validly authorized and are validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Legal Matters” in the prospectus included as part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Barry J. Miller

EX-10.1

Exhibit 10.1

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2012, is entered into by and between WINDSOR RESOURCES CORP., a Delaware corporation (the “Company”), and _______________________, a ________ corporation (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company, shares of the Company's common stock, par value $0.000001 per share (“Common Stock”), on the terms and conditions set forth herein,

NOW THEREFORE, in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I.   PURCHASE AND SALE

1.1     Purchase and Sale of the Securities. Subject to and upon the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agree to purchase the number of shares of the Common Stock set opposite its name under the caption “Shares to be Purchased” for the purchase price set forth opposite its name under the caption “Purchase Price.” Such number of shares and the purchase price therefor are respectively referred to herein as the “Securities” and the “Purchase Price.” The Company and the Purchaser are executing and delivering this Agreement and performing their respective obligations hereunder in accordance with and in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), afforded by Rule 506 of Regulation D (“Regulation D”) promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, Section 4(2) of the Securities Act or another applicable exemption from registration.

1.2      Closing. The closing of the purchase and sale of the Securities under this Agreement (the “Closing”) shall take place simultaneously with the closing under an Agreement and Plan of Merger that is to be entered into by and among the Company, KNGS ACQUISITION, INC., a Florida corporation and the wholly-owned subsidiary of the Company (“Merger Sub”), and KLEANGAS ENERGY TECHNOLOGIES, INC., a Florida corporation (the “Target”)(the “Merger Agreement”). The time and date of the Closing is referred to herein as the “Closing Date”. At the Closing, (A) the Company shall deliver or cause to be delivered to the Purchaser: (i) certificates (in such denominations as Purchaser shall request) representing the Securities and (ii) the Registration Rights Agreement and (B) the Purchaser shall deliver or cause to be delivered to the Company (i) the Purchase Price by wire transfer and (ii) the Registration Rights Agreement.

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1.3      Reverse Merger Transaction. The parties acknowledge that simultaneously with the Closing, will complete the Closing under and as defined in the Merger Agreement, under which Merger Sub will merge with and into Target, with Target being the surviving corporation and the Company’s wholly-owned subsidiary upon the filing of a certificate of merger with the Secretary of State of the State of Florida. Among other things, at the effective time of the merger (the “Effective Time of the Merger”), each share of the common stock of Target outstanding immediately prior to such effective time will be converted into shares of the Common Stock. The transactions occurring pursuant to the Merger Agreement are collectively referred to as the “Reverse Merger Transaction”). The Purchaser acknowledges receipt of a copy of the Merger Agreement.

ARTICLE II.   REPRESENTATIONS AND WARRANTIES

2.1      Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date (except as set forth on the Schedule of Exceptions attached hereto with each numbered Schedule corresponding to the section number herein), as follows:

(a)     Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company has no subsidiaries other than Merger Sub, which was incorporated as a vehicle for the Reverse Merger Transaction and has not engaged in any business operations. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any one or more jurisdictions in which, in the aggregate, the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(c) hereof) on the Company’s financial condition.

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(b)     Authorization; Enforceability. The Company has all requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)(collectively, the “Transaction Documents”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company, the consummation by it of the transactions contemplated hereby and thereby and the issuance and delivery of the Securities have been duly and validly authorized by all requisite corporate action and no further consent or authorization on the part of the Company, its Board of Directors or its stockholders is required in order for the Company to enter into and perform its obligations under the Transaction Documents. Each of the Transaction Documents constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting the enforcement of, creditors’ rights generally and remedies or by other equitable principles of general application.

(c)     Capitalization. The authorized capital stock of the Company consists of: (i) 3,000,000,000 shares of Common Stock, of which 2,148,517 shares are issued outstanding; and (ii) 10,000,000 shares of preferred stock, par value $0.000001 per share, issuable in series, of which 2,000,000 shares of Series A Preferred Stock are issued and outstanding (such shares Preferred Stock being the “Preferred Shares”). All of the outstanding shares of the Common Stock and the Preferred Shares have been duly and validly authorized and issued.

No shares of Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. There are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company, except for this Agreement, Securities Purchase Agreements substantially in the form of this Agreement relating to shares of Common Stock to the Persons and in the amounts set forth in Exhibit A and the Merger Agreement and except for such agreements, the Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company, other than agreements that limit such transfer as required by federal or state securities laws. The offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable Federal and state securities laws, and no stockholder has a right of rescission or claim for damages with respect thereto which would have a Material Adverse Effect (as defined below). The Company has furnished or made available to the Purchaser true and correct copies of the Company’s Certificate of Incorporation (the “Charter”) and the Company’s By-laws (the “By-laws”), each as in effect on the date hereof. For purposes of this Agreement, “Material Adverse Effect” means any material adverse effect on the business, operations, properties, or financial condition of the Company and its subsidiaries and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect.

(d)     Issuance of Securities. On the Closing Date, the Securities will be duly authorized by all requisite corporate action and, when paid for, issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.

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(e)     No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Company’s Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) , except as contemplated by the Merger Agreement, create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected, except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for violations, if any, which in the aggregate do not and will not have a Material Adverse Effect.

The Company is not required under Federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents, or issue and sell the shares of Common Stock in accordance with the terms hereof or thereof (other than (i) any consent, authorization or order that has been obtained as of the date hereof, (ii) any filing or registration that has been made as of the date hereof or (iii) any filings which may be required to be made by the Company with the Commission or state securities administrators subsequent to the Closing; provided, that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

(f)     Financial Statements. Purchaser acknowledges that it has read a copy of the Company’s financial statements for the period ended September 30, 2008, and the audited financial statements of Target for the period ended May 31, 2012. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto), and fairly present in all material respects the financial position of the Company and of Target as of the dates thereof and the results of operations and cash flows for the periods then ended. The books and records of the Company and Target accurately reflect in all material respects the information relating to the business of the Company, the location and collection of its assets and the nature of all transactions giving rise to the obligations or accounts receivable of the Company.

(g)     Subsidiaries. As of the date hereof, Merger Sub is, and, at the Effective Time of the Merger, Target will be, the sole subsidiary of the Company, each of which is or will be wholly owned. For the purposes of this Agreement, “subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other subsidiaries. All of the outstanding shares of capital stock of each of Merger Sub have been and at the Effective Time of the Merger, all of the outstanding shares of capital stock of Target will be, duly authorized, validly issued, fully paid and nonassessable.

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(h)     No Material Adverse Effect. Other than as disclosed in the Company’s financial statements, neither the Company nor Target has experienced or suffered any Material Adverse Effect.

(i)     No Undisclosed Liabilities. Except as disclosed in their respective financial statements, neither the Company or Target has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of their respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on the Company or Target.

(j)     No Undisclosed Events or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with respect to the Company or Target or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by any of them but which has not been so publicly announced or disclosed.

(k)      Indebtedness. The financial statements of the Company and Target set forth all outstanding secured and unsecured Indebtedness of the Company and Target, respectively, or for which the Company or Target respectively have commitments. For the purposes of this Agreement, “Indebtedness” shall mean (i) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business), (ii) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s or Target’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (iii) the present value of any lease payments due under leases required to be capitalized in accordance with GAAP. Neither the Company nor Target is in default with respect to any Indebtedness.

(l)     Title to Assets. Each of the Company and Target has good and marketable title to all real and personal property reflected in their respective financial statements, free and clear of any mortgages, pledges, charges, liens (other than those contemplated by the Merger Agreement), security interests or other encumbrances, except for those disclosed in their respective financial statements.

(m)     Actions Pending. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against the Company or Target which questions the validity of the Merger Agreement or the Transaction Documents or the transactions contemplated thereby or any action taken or to be taken pursuant thereto. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened, against or involving the Company, Target or any of their respective properties or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or Target or any executive officers or directors of the Company or Target in their capacities as such.

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(n)     Compliance with Law. The business of each of the Company and Target has been and is presently being conducted in material compliance with all applicable federal, state and local governmental laws, rules, regulations and ordinances. Each of the Company and Target holds all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business in all material respects as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(o)     Taxes. Each of the Company and Target has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the respective financial statements of the Company and Target for all current taxes and other charges for which the Company is liable and which are not currently due and payable. None of the federal income tax returns of the Company or Target has been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or Target for any period, nor of any basis for any such assessment, adjustment or contingency.

(p)     Certain Fees. No brokers, finders or financial advisory fees or commissions will be payable by the Company or Target with respect to the transactions contemplated by this Agreement and the other Transaction Documents.

(q)     Disclosure. Neither this Agreement nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made herein or therein, taken as a whole and in the light of the circumstances under which they were made herein or therein, not false or misleading.

(r)     Operation of Business. The Company and Target own or possess all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary for the conduct of their respective businesses as now conducted without any conflict with the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.

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(s)     Environmental Compliance. Since its inception, neither the Company nor Target has been in violation of any applicable law relating to the environment or occupational health and safety, where such violation would have a material adverse effect on the business or financial condition of the Company or Target. Each of the Company and Target has operated all facilities and properties owned, leased or operated by it in material compliance with the Environmental Laws. “Environmental Laws” shall mean all applicable laws relating to the protection of the environment including, without limitation, all requirements pertaining to reporting, licensing, permitting, controlling, investigating or remediating emissions, discharges, releases or threatened releases of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, material or wastes, whether solid, liquid or gaseous in nature. Each of the Company and Target has all necessary governmental approvals required under all Environmental Laws and used in its business or in the business of any of its subsidiaries and is also in compliance with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or imposed under all Environmental Laws. There are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting the Company or Target that violate or may violate any Environmental Law after the Closing Date or that may give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under any Environmental Law, or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of any hazardous substance.

(t)     Material Agreements. Except for the Merger Agreement and the contracts listed in the exhibits thereto and the Transaction Documents, the Company and Target are not, nor at the Effective Time of the Merger will either of them be, a party to any written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement, a copy of which would be required to be filed with the Commission as an exhibit to a registration statement on Form S-1 (collectively, the “Material Agreements”) if the Company were immediately after the Effective Time of the Merger registering securities on such form under the Securities Act. The Company has, and to its knowledge, Target has, in all material respects performed all of the obligations required to be performed by them to date under each of the Material Agreements to which it is a party, has received no notice of default and is not in default under any Material Agreement the result of which would cause a Material Adverse Effect. Except as restricted under applicable laws and regulations, the incorporation documents, certificates of designations or the Transaction Documents, no written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement of the Company limits the payment of dividends on the Common Stock.

(u)     Transactions with Affiliates. Except as contemplated by the Merger Agreement, there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions of the Company or Target with or relating to any officer, employee, consultant or director of the Company or Target, or any of its subsidiaries, or any person owning any capital stock of the Company or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder.

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(v)     Securities Act of 1933. Neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any Common Shares.

(w)     Governmental Approvals. Except for the filing of any notice prior or subsequent to the Closing Date that may be required under applicable state and/or federal securities laws, including the filing of a Form D and a registration statement pursuant to this Registration Rights Agreement, no authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the Securities, or for the performance by the Company of its obligations under the Transaction Documents.

(x)     Employees. Neither the Company nor Target is a party to any collective bargaining arrangements or agreements covering any of its employees or has any employment contract, agreement regarding proprietary information, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company or Target that the Company would be required to disclose in any report that it would be required to file with the Commission if the Common Stock were registered under Section 12 of the Securities Exchange Act of 1934.

(y)     Absence of Certain Developments. Since the date of its respective financial statements, neither the Company nor Target has:

(i)     issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto, except for shares described herein as being issued and outstanding;

(ii)     borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the its respective business;

(iii)     discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of its business;

(iv)     declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock;

(v)     sold, assigned or transferred any other tangible assets, or cancelled any debts or claims, except in the ordinary course of business;

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(vi)     sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of its business;

(vii)     suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;

(viii)     made any changes in employee compensation except in the ordinary course of business and consistent with past practices;

(ix)     made capital expenditures or commitments therefor in excess of $50,000 in the aggregate;

(x)     except for the Company in connection with this Agreement and the Company and Target in connection with the Merger Agreement, entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business;

(xi)     made charitable contributions or pledges in excess of $10,000 in the aggregate;

(xii)     suffered any material damage, destruction or casualty loss, whether or not covered by insurance;

(xiii)     experienced any material problems with labor or management in connection with the terms and conditions of their employment;

(xiv)     effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or Target; or

(xv)     except for the Company in connection with this Agreement and the Company and Target in connection with the Merger Agreement, entered into an agreement, written or otherwise, to take any of the foregoing actions.

(z)     Public Utility Holding Company Act and Investment Company Act Status. The Company is not a “holding company” or a “public utility company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The Company is not, and immediately upon the Closing will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(aa)     ERISA. Neither the Company nor Target has any “employee pension benefit plan” (as defined in Section 3 of the Employee Income Retirement Act of 1974, as amended.

(bb)     Dilutive Effect. The Company understands and acknowledges that it has an obligation to issue the Securities in accordance with this Agreement regardless of the dilutive effect that such issuance may have on the ownership interest of existing stockholders of the Company.

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(cc)     No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offer or sale of any security or solicited any offer to buy any security under circumstances that would cause the offering of the Securities purchased and sold pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act so as to prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company take, or permit any of its affiliates or subsidiaries take, any action or steps that would cause the offering of the Securities to be integrated with other offerings.

(dd)     No Registation Statement. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review and for at least one year prior to the date hereof, has not offered or sold any of its equity securities or debt securities convertible into shares of Common Stock, except to the persons whose names appear in Exhibit A or to the persons entitled to receive shares of Common Stock by virtue of the Merger Agreement.

As used in this Section 2.1, the terms “Company” and “Target” shall include their subsidiaries, except where the context requires otherwise.

2.2      Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company as of the date hereof and Closing Date:

(a)     Organization and Good Standing of the Purchaser. If the Purchaser not a natural person, it is a corporation, partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b)     Authorization and Power. Purchaser has all requisite power and authority to enter into and perform this Agreement and each of the other Transaction Documents to which Purchaser is a party and to purchase the Securities. The execution, delivery and performance of the Transaction Documents and the consummation by it of the transactions contemplated thereby have been duly authorized by all requisite action, and no further consent or authorization of Purchaser or, if the Purchaser is not a natural person, its Board of Directors, stockholders, members, or partners, as the case may be, is required for such authorization. Each of the Transaction Documents constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting the enforcement of, creditors’ rights generally and remedies or by other equitable principles of general application.

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(c)     No Conflicts. The execution, delivery and performance of the Transaction Documents and the consummation by Purchaser of the transactions contemplated thereby do not and will not: (i) if the Purchaser is not a natural person, result in a violation of Purchaser’s organizational documents, bylaws, operating agreement, partnership agreement or similar instruments or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Purchaser). Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents or to purchase the Securities in accordance with the terms of this Agreement, provided that, for purposes of the representation made in this sentence, Purchaser is assuming and relying upon the accuracy of the relevant representations, warranties and agreements of the Company set forth in this Agreement.

(d)     Acquisition for Investment. Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h) below, Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition.

Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development and otherwise so as to be able to evaluate the risks and merits of its investment in the Company.

(e)     Status of Purchaser. Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and Purchaser is not a broker-dealer or an affiliate of a broker-dealer.

(f)     Opportunities for Additional Information. Purchaser acknowledges that it has had access to the books and records of the Company and Target and has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company and Target concerning the business of the Company (including the manner in which such business is intended to be conducted after the consummation of the merger pursuant to the Merger Agreement) and Target and the financial and other affairs of the Company and Target.

(g)     No General Solicitation. Purchaser acknowledges that the Securities were not offered to Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.

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(h)     Limitations on Resale. Purchaser understands that the Securities must be held indefinitely unless they are registered under the Securities Act or an exemption from such registration is available. Purchaser acknowledges that it is familiar with Rule 144, as amended, of the rules and regulations of the Commission promulgated pursuant to the Securities Act (“Rule 144”), and that it has been advised that Rule 144 permits resales only under certain limited circumstances. The Purchaser understands that to the extent that Rule 144 is not available, Purchaser will be unable to sell any Securities without either registration under the Securities Act or the availability of another exemption from such registration requirement.

(i)     General. Purchaser understands and acknowledges that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of Purchaser to acquire the Securities.

(j)     Independent Investment. Except as may be disclosed in any filings with the Commission by the Purchaser under Section 13 and/or Section 16 of the Exchange Act, Purchaser is acting independently with respect to its investment in the Securities.

(k)     Brokers. Purchaser has no knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated by this Agreement.

ARTICLE III.   COVENANTS

3.1      Covenants of the Company. The Company covenants with Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees (as defined herein):

(a)     Securities Compliance. The Company shall notify the Commission in accordance with its rules and regulations of the transactions contemplated by any of the Transaction Documents, including filing a report on Form D with respect to the Securities as required under Regulation D and applicable “blue sky” laws, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Purchaser or subsequent holders.

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(b)     Registration, Etc. The Company shall: (i) comply in all respects with its reporting and filing obligations, if any, under the Exchange Act, (ii) comply with all requirements related to any registration statement filed pursuant to this Agreement or the Registration Rights Agreement, and (iii) not take any action or file any document (whether or not permitted by the Securities Act, the Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations, if any, under the Exchange Act or the Securities Act except as permitted under the Transaction Documents. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchaser may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, as amended; provided, however, that the Company shall not be required to register its Common Stock under Section 12 of the Exchange Act. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements.

(c)     Inspection Rights. The Company shall permit, during normal business hours and upon reasonable request and reasonable notice and in a manner that does not unduly disrupt the Company’s business, the Purchaser or any employees, agents or representatives thereof, so long as Purchaser shall (i) be obligated hereunder to purchase the Securities or (ii) shall beneficially own the Securities in an amount which represents more than 5% of the total combined voting power of the Common Stock then outstanding for purposes reasonably related to such Purchaser’s interests as a stockholder to examine and make reasonable copies of and extracts from the records and books of account of, and visit and inspect the properties, assets, operations and business of the Company and any subsidiary, and to discuss the affairs, finances and accounts of the Company and any subsidiary with any of its officers, consultants, directors, and key employees.

(d)     Compliance with Laws. The Company shall comply, and cause each subsidiary to comply in all material respects, with all applicable laws, rules, regulations and orders.

(e)     Keeping of Records and Books of Account. The Company shall keep and cause each subsidiary to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and its subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

(f)     Other Agreements. The Company shall not enter into any agreement the terms of which would restrict or impair the right or ability of the Company to perform its obligations under the Transaction Documents.

(g)     Use of Proceeds. The net proceeds from the sale of the Securities hereunder shall be used by the Company for working capital and general corporate purposes.

(h)      Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person acting on its behalf has provided or will provide Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated by this Agreement), unless prior thereto Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that Purchaser shall be relying on the Company’s compliance with this covenant in effecting transactions in the Securities.

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(i)     Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by Purchaser in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. Such pledge shall not be deemed to be a transfer, sale or assignment of the Securities, and if Purchaser effects such pledge, it shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to any Transaction Document, except for such delivery as may be reasonably necessary for the Company to perform its obligations under the next sentence; provided that Purchaser and the pledgee shall be required to comply with the provisions of Article V hereof in order to effect a sale, transfer or assignment of the Securities to such pledgee. At Purchaser’s expense, the Company hereby agrees to execute and deliver such documentation as a pledgee of the Common Stock may reasonably request in connection with such pledge.

3.2      Covenants of Purchaser. The Purchaser covenants with the Company as follows:

(a)     Trading Activities. Purchaser agrees that it shall not, directly or indirectly, engage in any short sales with respect to the Securities for a period of one (1) year following the Closing.

(b)     Confidentiality. The Purchaser agrees that it and its employees, agents and representatives will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which it may obtain from the Company pursuant to financial statements, reports and other materials made available by the Company to Purchaser pursuant to this Agreement or Purchaser’s inspection rights hereunder, unless such information is known to the public through no fault of such Purchaser or its employees or representatives; provided, however, that the Purchaser may disclose such information (a) to its attorneys, accountants and other professionals in connection with their representation of Purchaser with respect to all matters related to this Agreement and (b) upon prior written notice to the Company, to any prospective permitted transferee of the Securities, so long as the prospective permitted transferee agrees to be bound by the provisions of this subsection. At the request of the Company, the Purchaser will execute a confidentiality agreement in form and substance reasonably acceptable to the Company as a prerequisite to the exercise of Purchaser’s inspection rights pursuant to Section 3.1(c). The Company may require any prospective permitted transferee of the Securities to execute such a confidentiality agreement prior to the Purchaser’s disclosure of any such confidential information to such prospective permitted transferee.

ARTICLE IV.   CONDITIONS

4.1      Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Securities to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of all of the following conditions:

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(a)     Accuracy of Purchaser’s Representations and Warranties. All of the representations and warranties of Purchaser set forth herein shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time, except for representations and warranties that are expressly made as of a particular date,.

(b)     Performance. Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing.

(c)     No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority which prohibits the consummation of any of the transactions contemplated by this Agreement.

(d)     Closing. The Closing under the Merger Agreement shall have occurred.

(e)     Certificate. The Purchaser shall have delivered to the Purchaser his certificate, or if the Purchaser is not a natural person, a certificate of an executive officer of the Purchaser, dated as of the Closing Date, confirming the accuracy of the Purchaser’s representations and warranties herein as of the Closing Date, the compliance by the Purchaser with its covenants herein to be complied with by it prior to the Closing and its satisfaction of the conditions precedent to the obligation of the Company set forth in this Section 4.1.

4.2      Conditions Precedent to the Purchaser’s Obligation. The obligation hereunder of Purchaser to purchase and pay for the Securities is subject to the satisfaction or waiver, at or before the Closing, of all of the following conditions:

(a)     Accuracy of the Company’s Representations and Warranties. All of the representations and warranties of the Company set forth herein shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which need be true and correct in all material respects only as of such date.

(b)     Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.

(c)     No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority which prohibits the consummation of any of the transactions contemplated by this Agreement.

(d)     No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

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(e)     Material Adverse Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.

(f)     Closing under Merger Agreement. Prior to Closing, the Closing under the Merger Agreement shall have occurred.

ARTICLE V.   STOCK CERTIFICATE LEGEND

5.1     Legend. Each certificate representing the Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

The Company will reissue certificates representing any of the Securities, without the legend set forth above if at such time, prior to making any transfer of any such Securities, the holder thereof shall give written notice to the Company describing the manner and terms of such transfer as the Company may reasonably request. Such proposed transfer and reissuance will not be effected until: (a)(i) the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect that the registration of the Securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission under the Securities Act and has become effective, (iii) the Company has received an opinion of such to the effect that that such registration is not required, or (iv) the Company has received an opinion of such counsel to the effect that the Securities may be sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act; and (b)(i) the Company has received an opinion of such counsel to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required (i) to qualify to do business in any state where it is not then qualified, (ii) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject thereto, or (iii) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement or imposed by law or regulation.

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ARTICLE VI.   INDEMNIFICATION

6.1      General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser and its respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Purchaser agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Purchaser herein.

6.2      Indemnification Procedure. A party entitled to indemnification under this Article VI (an “indemnified party”) will give written notice to the party from whom it seeks indemnification (an “indemnifying party”) of any matter giving rise to a claim for indemnification; provided, however, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VI, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In the event that any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the indemnified party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises an indemnified party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does assume the defense of any such claim, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense.

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Notwithstanding anything in this Article VI to the contrary, (i) the indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent and (ii) the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such claim.

Indemnification under this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the indemnified party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.

ARTICLE VII.  MISCELLANEOUS

7.1      Fees and Expenses. Except as otherwise set forth in the Transaction Documents, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance thereof.

7.2      Specific Enforcement, Consent to Jurisdiction.

(a)     The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which either party may be entitled by law or equity.

(b)     All matters relating to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings in respect of this Agreement (whether brought against a party hereto or its respective affiliates, directors, managers, officers, shareholders, members, employees or agents) shall be submitted to binding arbitration with the American Arbitration Association in Marion County, Florida. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

7.3      Entire Agreement; Amendment. This Agreement sets forth the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither party makes any representation, warranty or covenant or gives any undertaking with respect to such matters. This Agreement supersedes all prior understandings and agreements with respect to said subject matter hereof, all of which are merged herein. This Agreement may be amended only by a written instrument signed by the parties and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought.

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7.4      Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by a recognized courier service, fully prepaid and properly addressed upon the earlier of (i) actual receipt thereof, as shown by the records of such courier or (ii) five days after the receipt thereof by the courier from the party giving it. The addresses for such notice, demand, request, waiver or other communication shall be:

If to the Company:

Windsor Resource Corp.
11415 NW 123d Lane
Reddick, FL 32686

If to Purchaser:

Either party may from time to time change its address for notice by giving at least ten (10) days written notice of such changed address to the other party.

7.5      Waiver. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

7.6      Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

7.7      Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

7.8      No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

7.9      Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder for a period of two years following the Closing Date.

7.10      Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

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7.12       Publicity. The Company agrees that it will not disclose, and will not include in any public announcement, the name of the Purchaser without the consent of the Purchaser unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

7.13      Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions hereof shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision hereof and such provision or part shall be construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein.

7.14      Attorney’s Fees. If any Party hereto initiates any legal or equitable action arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to recover from the other party all reasonable attorneys’ fees, expert witness fees and expenses incurred by the prevailing party in connection therewith.

7.15      Further Assurances. From and after the date of this Agreement, upon the request of either party, the other party shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

WINDSOR RESOURCE CORP.
By:	/s/ Richard Astrom
Name:	Richard Astrom
Title:	President

[PURCHASER]		Shares to be Purchased	Purchase Price
By:	$
Name:
Title:

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EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 5, 2012, by and between WINDSOR RESOURCE CORP., a Delaware corporation (the “Company”), and ____________________ (the “Purchaser”),

WITNESSETH:

WHEREAS, the Company and the Purchaser have entered into a Securities Purchase Agreement, of even date herewith (the “Securities Purchase Agreement”), whereunder, among other things, Purchaser will purchase the Registrable Securities from the Company; and

WHEREAS, the Company is required by the provisions of said Securities Purchase Agreement to register the Registrable Securities under the Securities Act; and

WHEREAS, the execution and delivery of this Agreement by the Purchaser is a condition precedent to the obligations of the Company so to register the Registrable Securities,

NOW THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have meaning set forth in Section 3(n).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

“Board” shall have meaning set forth in Section 3(o).

“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the States of New York or Florida generally are authorized or required by law or other government action to close.

“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Company’s Common Stock, par value $0.000001 per share.

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“Effectiveness Date” means, with respect to any Registration Statement the earlier of (A) the one hundred twentieth (120th) day following the Closing Date, as applicable, or (B) in the event that the Registration Statement receives a “full review” by the Commission, the one hundred fiftieth (150th) day following the Closing Date or (C) the date which is within three (3) Business Days after the date on which the Commission informs the Company that the (i) the Commission will not review a Registration Statement or (ii) the Company may request the acceleration of the effectiveness of a Registration Statement and the Company makes such request; provided, that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

“Effectiveness Period” shall have the meaning set forth in Section 2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means the date on which the Registration Statement is filed.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Other Registrable Securities” means the shares of Common Stock held by the Persons, other than the Purchaser, named in Exhibit A.

“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

“Registrable Securities” means the number of shares of Common Stock set forth opposite the Purchaser’s name in Exhibit A under the caption “Registrable Shares.”

“Registration Statement” means any registration statement contemplated by this Agreement, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement.

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“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 158” means Rule 158 promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Purchase Agreement” has the meaning set forth in the Recitations.

ARTICLE 2. RESALE REGISTRATION STATEMENT

(a) The Company shall prepare and file with the Commission the Registration Statement, which shall be a “resale” registration statement providing for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis under Rule 415 (the “Registrable Securities”). The Registration Statement shall be on Form S-1 and shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions of and/or from the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep the Registration Statement continuously effective under the Securities Act until the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without restriction pursuant to Rule 144, as determined by counsel satisfactory to the Company in a written opinion addressed to the Company and its transfer agent (the “Effectiveness Period”). The Company shall request that the effective time of the Registration Statement shall be 5:00 p.m. Eastern Time on the date on which it becomes effective.

(b) In the event that, due to limits imposed by the Commission, the Company is unable on the Registration Statement to register for resale under Rule 415 of Regulation C under the Securities Act all of the Registrable Securities that it has agreed to file pursuant to the first sentence of Section 2(a), the Company shall include in the Registration Statement (which may be a subsequent Registration Statement if the Company is required, or determines that it is desirable, to withdraw the original Registration Statement and file a new Registration Statement in order to rely on Rule 415 with respect to the full such amount of the Registrable Securities permitted by the Commission.

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ARTICLE 3. REGISTRATION PROCEDURES

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)     After it has prepared and filed the Registration Statement with the Commission as provided herein, the Securities Act and the rules promulgated thereunder, use its best efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than five (5) Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Purchaser copies of all such documents proposed to be filed, which documents will be subject to the review of the Purchaser, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Purchaser, to conduct a reasonable review of such documents. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority in interest of the Registrable Securities and the Other Registrable Securities shall reasonably object in writing within three (3) Business Days of their receipt thereof.

(b)     (i) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement, as may be necessary to keep it continuously effective as to the Registrable Securities covered thereby for the applicable Effectiveness Period and prepare and file with the Commission any additional Registration Statement as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause any related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than ten (10) Business Days (unless response during such period would be impossible or unduly burdensome), to any comments received from the Commission with respect to any such Registration Statement or any amendment thereto; (iv) file the final Prospectus pursuant to Rule 424 of the Securities Act no later than 9:00 a.m. Eastern Time within three (3) Business Days following the date on which any such Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Purchaser set forth in the Registration Statement as so amended or in the Prospectus as so supplemented.

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(c)     Notify the Purchaser as promptly as possible (and, in the case of (i)(A) below, not less than three (3) Business Days prior to such filing, and in the case of (iii) below, on the same day of receipt by the Company of such notice from the Commission) and (if requested by any such Person) confirm such notice in writing no later than one (1) Business Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to any Registration Statement is filed; (B) when the Commission notifies the Company whether there will be a “review” of the Registration Statement and whenever the Commission comments in writing on the Registration Statement; and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or a Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities or the initiation or threatening of any proceedings for that purpose; (iv) if at any time any of the representations and warranties of the Company contained herein or in any agreement contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that makes any statement made in the Registration Statement or a Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that the Registration Statement or a Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d)     Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, as promptly as possible, (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.

(e)     If requested by the holders of a majority in interest of the Registrable Securities and the Other Registrable Securities, (i) promptly incorporate in a Prospectus supplement or amend the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such a supplement to a Prospectus or a post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in a Prospectus supplement or post-effective amendment.

(f)     If requested by the Purchaser, furnish to it, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such the Purchaser of such documents with the Commission, provided, that any such item which is available on the EDGAR system (or successor thereto) need not be furnished.

(g)     Promptly deliver to the Purchaser, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as the Purchaser may reasonably request; and subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Purchaser in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto; provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished.

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(h)     Prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the Purchaser in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as the Purchaser requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject.

(i)     Cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates, to the extent permitted by the Securities Purchase Agreement and applicable federal and state securities laws, shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the Purchaser may request in connection with any sale of Registrable Securities.

(j) Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(k) Use its best efforts to cause all Registrable Securities relating to any Registration Statement to continue to be listed or quoted on the website maintained by OTC Markets Group for so-called “pink sheet” companies.

(l) Comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security holders all documents filed or required to be filed with the Commission, including, but not limited, to, earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 not later than forty five (45) days after the end of any 12-month period (or ninety (90) days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, which statement shall conform to the requirements of Rule 158.

(m) Within three (3) Business Days after the Registration Statement is declared effective by the Commission, the Company shall deliver, or shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Purchaser) confirmation that the Registration Statement has been declared effective by the Commission.

(n) The Company may require the Purchaser to furnish to the Company information regarding the Purchaser and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if the Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request.

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If the Registration Statement refers to the Purchaser by name or otherwise as the holder of any securities of the Company, then the Purchaser shall have the right to require (if such reference to the Purchaser by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to the Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

The Purchaser covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the related Prospectus as then amended or supplemented and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective.

Upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n), the Purchaser will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until the Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

(o) If (i) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”) determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board determines not to be in the Company’s best interest to disclose, or (iii) if applicable, the Company is required to file a post-effective amendment to the Registration Statement in order to incorporate the Company’s quarterly and annual reports and audited financial statements on Forms 10-Q and 10-K, then the Company may (x) postpone or suspend filing of a registration statement for a period not to exceed thirty (30) consecutive days or (y) postpone or suspend effectiveness of a registration statement for a period not to exceed twenty (20) consecutive days; provided that the Company may not postpone or suspend effectiveness of the Registration Statement under this Section 3(o) for more than forty-five (45) days in the aggregate during any three hundred sixty (360) day period; and provided further, however, that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods arising out of the same set of facts, circumstances or transactions.

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ARTICLE 4. REGISTRATION EXPENSES

All fees and expenses incident to the performance of or compliance with this Agreement by the Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, and to the extent applicable (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with each securities exchange or market on which Registrable Securities are required hereunder to be listed, if any, (B) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority and NASD Regulation, Inc. (including, without limitation, pursuant to NASD Rule 2710) and (C) in compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Purchaser in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Company may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the Company, (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Company elects to purchase such insurance, and (v) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company’s independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange if required hereunder. The Company shall not be responsible for any discounts, commissions, transfer taxes or other similar fees incurred by the Purchaser in connection with the sale of the Registrable Securities.

ARTICLE 5. INDEMNIFICATION

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Purchaser, its officers, directors, managers, partners, members, shareholders, agents, brokers, investment advisors and employees, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the full extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ and expert witnesses’ fees) and expenses (collectively, “Losses”) (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising out of or relating to any violation of securities laws or untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding Purchaser furnished in writing to the Company by the Purchaser expressly for use therein. The Company shall notify the Purchaser promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

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(b) Indemnification by the Purchaser. The Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Purchaser to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, the Purchaser shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to the Purchaser as a result of the sale of Registrable Securities pursuant to such Registration Statement.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party promptly shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall be entitled to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such parties shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is a party and indemnity has been sought hereunder, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

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All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnified Party shall reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is due but unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other from the offering of the Shares. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault, as applicable, of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. In no event shall the Company be required to contribute an amount under this Section 5(d) in excess of the net proceeds received by it upon the sale of its Registrable Securities pursuant to a Registration Statement giving rise to such contribution obligation.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not also guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties pursuant to the law.

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ARTICLE 6. RULE 144

As long as the Purchaser owns Registrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as the Purchaser owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, and if the Company is required to have “current public information” (as that term is defined in Rule 144) available in order for the Purchaser to dispose of Registrable Securities under Rule 144, it will prepare and make publicly available in accordance with Rule 144 such current public information. The Company further covenants that it will take such further action as the Purchaser may reasonably request, all to the extent required from time to time to enable such Person to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, other than providing legal opinions, within five (5) Business Days from the date of such request. Upon the request of the Purchaser, the Company shall deliver to the Company a certificate of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE 7. MISCELLANEOUS

(a)     Remedies. In the event of a breach by the Company or the Purchaser of any of their respective obligations under this Agreement, the Company or the Purchaser, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Purchaser acknowledge and agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by either of them of any of the provisions of this Agreement and each hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)     No Inconsistent Agreements. The Company has not as of the date hereof entered into any agreement currently in effect with respect to its securities, nor shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any such agreement that is inconsistent with the rights granted to the Purchaser in this Agreement or otherwise conflicts with the provisions hereof; provided, however, that, without the consent of the Purchaser, the Company may enter into agreements containing like provisions respecting registration of shares of Common Stock with the Persons named in Exhibit A. Without limiting the generality of the foregoing, without the written consent of the holders of a majority of the then outstanding Registrable Securities and Other Registrable Securities, the Company shall not grant to any Person the right to request the Company to register any securities of the Company under the Securities Act unless the rights so granted are subject in all respects to the prior rights in full of the Company set forth herein and of the holder of the Registrable Securities hereunder and are not otherwise in conflict with the provisions of this Agreement.

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(c)     No Piggyback Registrations. Neither the Company nor any of its security holders (other than the Purchaser as such pursuant hereto, holders of the Registrable Securities and Other Registrable Securities) may include securities of the Company in the Registration Statement, and the Company shall not after the date hereof enter into any agreement providing such right to any of its security holders (other than the holders of the Registrable Securities and Other Registrable Securities), unless the right so granted is subject in all respects to the prior rights in full of the Company set forth herein and of the holders of the Registrable Securities and Other Registrable Securities, and are not otherwise in conflict with the provisions of this Agreement and such agreements of like tenor.

(d)     Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Purchaser and the holders of the Registrable Securities and Other Registrable Securities shall have consented thereto.

(e)     Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and effective upon confirmed delivery to the appropriate Party by personal delivery, recognized overnight delivery service, or five (5) business days after being sent via certified first class mail postage prepaid at/to the respective Party’s address set forth in the Securities Purchase Agreement (or at/to such other address as a Party may provide by written notice to the other Party from time to time). Notice given by mail shall also be given by recognized overnight delivery service. Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.

(f)     Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns and shall inure to the benefit of each holder of the Registrable Securities and Other Registrable Securities and its successors and assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party and the Company may not assign this Agreement unless it also assigns to the same assignee all agreements relating to the registration of the Registrable Securities and Other Registrable Securities between the Company and such holders.

(g)     Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(h)     Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted. The exclusive jurisdiction for the resolution of any conflicts regarding this Agreement shall be in the courts of Delaware. This exclusive jurisdiction is a material provision to this Agreement.

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(i)     Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(j)     Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k)     Section Headings. The Section headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized persons as of the date first indicated above.

WINDSOR RESOURCE CORP.
By:
Name:	Richard Astrom
Title:	President

[PURCHASER]

By:

Name:

Title:

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EX-10.3

Exhibit 10.3

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, dated as of August 15, 2012, by and between WINDSOR RESOURCE CORP., a Delaware corporation (the "Corporation"), and RICHARD S. ASTROM ("Astrom"),

WITNESSETH:

WHEREAS, Astrom is the holder of 2,000,000 shares of the Series A Preferred Stock of the Corporation and 2,000,000 shares of the common stock of the Corporation (collectively, the "Stock"); and

WHEREAS, the Corporation is indebted to Astrom in the amount of $71,044.00 (the "Debt"); and

WHEREAS, the parties wish to provide for the surrender of the Stock for extinguishment and for the extinguishment of the Debt; and

WHEREAS, the parties have determined to their satisfaction that the extinguishment of the Stock and the Debt constitutes sufficient consideration for the promissory note specified below; and

WHEREAS, the parties wish to satisfy the condition precedent to the obligation of KLEANGAS ENERGY TECHNOLOGIES, INC., a Florida corporation ("Kleangas"), specified in Section 5.3(k) of that certain Agreement and Plan of Merger, dated as of August 15, 2012, by and among the Corporation, KNGS ACQUISITION, INC., a Florida corporation and the wholly-owned subsidiary of the Corporation and Kleangas that an agreement between the Corporation and Astrom respecting the subject matter hereof be executed and delivered,

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Promissory Note. Upon the execution and delivery of this Agreement, the Corporation shall execute and deliver to Astrom the form of promissory note in the principal amount of the Debt annexed hereto as Exhibit A.

2.     Pledge Agreement. Upon the execution and delivery of this Agreement, the Corporation and Astrom shall execute and deliver to one another the form of pledge agreement annexed hereto as Exhibit B.

3.     Repayment of Debt. By virtue of the execution of the execution and delivery of the instruments specified in Sections 1 and 2, the Debt shall be extinguished.

4.     Surrender of Certificate. Upon the execution and delivery of this Agreement, Astrom shall deliver to the Corporation the certificates representing the Stock.

5.     Representations and Warranties of Astrom. Astrom represents and warrants to the Corporation that (i) the Debt is the only indebtedness of the Corporation owed to him, (ii) all other indebtedness of the Corporation owing to any other person or entity has been discharged and (iii) he has good title to the Stock.

6.     Condition Precedent. Astrom shall not be required to perform the obligations to be performed by him under this Agreement until the Acknowledgement and Consent of Issuer annexed hereto as Exhibit C shall have been executed and delivered to him.

7.     Notices. All notices, requests and demands under this Agreement shall be given, and shall be deemed effective, in accordance with the provisions of the aforesaid promissory note. Either party may change its address for notice by notice in the manner provided in the aforesaid promissory note.

8.     Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.     Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof.

10.     Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the parties and their respective heirs, administrators, successors and assigns.

11.     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). Each of the Parties hereby:

a.     irrevocably consents and submit to the jurisdiction of the Courts of the State of Florida and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between the Parties or their conduct in connection with this Agreement or otherwise shall be heard only in the courts described above; and

b.     WAIVES TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

WINDSOR RESOURCE CORP.
By:	/s/ Richard Astrom
	Richard Astrom
	President
	Richard S. Astrom

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

US$275,000.00 Reddick, Florida

August 15, 2012      

FOR VALUE RECEIVED, WINDSOR RESOURCE CORP., a Delaware corporation (the “Maker”), hereby promises to pay to the order of Richard S. Astrom (the “Payee”), on the Maturity Date (as that term is hereinafter defined) at 11415 NW 123d Lane, Reddick, FL 32686, in accordance with the terms herein set forth, the principal amount of TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS (US$275,000.00), together with accrued and unpaid interest thereon. As used herein, the term “Maturity Date” shall mean the date which is one (1) year after the date hereof.

This Promissory Note is issued by Maker (A) in consideration of (i) the extinguishment of all indebtedness of Maker to Payee on the date hereof, including, without limitation, the amount of $71,044.00, which is recorded on the balance sheet of Maker as at September 30, 2008, as “Related Party Payable” and (ii) the surrender for extinguishment of certificates representing two million (2,000,000) shares of the Series A Preferred Stock of Maker and two million (2,000,000) shares of the Common Stock of Maker owned by Payee and (B) in satisfaction of the condition precedent to the obligations of Maker forth in Section 5.3(k) of that certain Agreement and Plan of Merger, dated as of August 15, 2012, by and among Maker, KNGS ACQUISITION, INC., a Florida corporation and the wholly-owned subsidiary of Maker, and KLEANGAS ENERGY TECHNOLOGIES,, INC., a Florida corporation (“Kleangas”).

1.     Interest. This Promissory Note shall bear interest at the rate of twenty-four hundredths of one percent (0.24%) per annum unless and until the occurrence of an Event of Default (as defined below) occurs. After an Event of default, this Promissory Note shall bear interest at a floating rate of interest which shall be ten (10) percentage points over the rate of interest announced from time to time by Citibank, N.A. as the rate of interest that it charges to its most creditworthy commercial customers. Interest shall be computed on the basis of a 360-day year of twelve 30-day months and shall accrue and be payable on the Maturity Date. Interest shall be compounded annually after an Event of Default, but shall not be compounded prior thereto.

2.     Maturity. The full principal amount of this Promissory Note, together with accrued interest thereon, shall be due on the Maturity Date.

3.     Payment. Payment under this Promissory Note shall be in lawful money of the United States and in immediately available funds in accordance with the written instructions of Payee. In the absence of such instructions, Maker shall make the payment by check timely delivered to Payee at its address set forth above.

4.     Prepayment. This principal amount of this Promissory Note and any accrued and unpaid interest thereon may be prepaid, in whole or in part, at any time by Maker without penalty or premium. Partial prepayments shall be applied first to accrued and unpaid interest and then to principal.

5.     Covenants.

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a.      Restriction on Major Transactions. Maker shall not, and shall not permit any person or entity in which it directly or indirectly possesses more than 50% of the voting power without the prior written consent of Payee, to (i) agree to or consummate a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of its common stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of Maker or another entity or (ii) to sell or transfer all or substantially all of its assets.

b.     Conduct of Business. Maker shall conduct all of its business and operations, other than financing operations, through Kleangas.

c.     Limitation on Amendment of Certificate of Incorporation. Without the prior written consent of Payee, Maker shall not amend Article VI of its certificate of incorporation or permit Kleangas to amend its Articles of Incorporation.

d.     Limitation on Issuance of Securities. Without the prior written consent of Payee, Maker shall not (i) issue its common stock or issue or grant options, warrants, rights or securities directly or indirectly exchangeable for, convertible into or otherwise granting the right to acquire common stock of Maker (collectively, “Convertible Instruments”) or (ii) permit Kleangas to issue Convertible Instruments, unless (A) if such common stock is sold directly for cash and/or tangible property, (1) such tangible property is fairly valued by the Board of Directors of Maker at the time of such sale and issuance and (2) the per share price at which such common stock is issued is at least one half of the last price at which such common stock was traded on the trading day immediately prior to the issuance of such common stock or (B) if such common stock shall be issuable upon the exercise or conversion of a Convertible Instrument, (1) the exercise or conversion price is payable in cash upon such exercise or conversion and (2) the per share price to be paid upon such exercise or conversion shall be at least one half of the price at which such common stock was traded on the trading day immediately prior to the grant or issuance of such Convertible Instrument.

e.     Registration Under Exchange Act; Rule 144 Registration Under the Securities Act.

(1)     In the event that Maker and Payee shall agree that any of the principal and/or interest on this Promissory Note shall be exchangeable for or convertible into shares of the Maker’s common stock or Payee shall loan additional funds to Maker under an agreement that provides that such funds and/or the interest thereon shall be exchangeable for or convertible into shares of the Maker’s common stock, Maker shall immediately register its common stock under Section 12(g) of the Securities Exchange Act of 1934 and, until such time as Payee shall have sold all of the shares of Maker’s common stock that Payee shall have received as a result of any and all such exchanges or conversions, take all measures that are required to be taken on the part of Maker in order for such shares to be sold by Payee under the provisions of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

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(2)     In the event that Maker shall fail to comply with its covenants under Section (e)(1), or, in the event that Maker has complied with such covenants, but Payee is nevertheless unable to dispose of the shares described in Section (e)(1), otherwise than for a reason or reasons relating to Payee or his circumstances, Maker shall, upon demand by Payee, use its best efforts to cause the Issuer (i) to execute and deliver, and cause the directors and officers of the Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of Payee, necessary or reasonably advisable to register such shares to be sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such shares, ending when all of such shares are sold, (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of Payee, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the United States Securities and Exchange Commission applicable thereto and (iv) if in the reasonable opinion of Payee it is necessary or reasonably advisable to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction, to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which Payee shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

6.      Waiver of Demand, Etc. Payee waives demand, presentment, protest and notice of any kind and consents to the extension of time for payments or other indulgence with respect to this Promissory Note, all without notice.

7.     Remedies. If an Event of Default occurs and is continuing, Payee may, by written notice given to Maker, declare the principal of and accrued interest on this Promissory Note to be due and payable immediately; provided, however, that upon the occurrence of any Event of Default described in Section 8(c) or 8(e), the principal of and accrued interest on this Promissory Note shall automatically become due and payable immediately without the requirement notice or any other action on the part of Payee. In the event that any action is commenced by Payee to enforce his rights under this Promissory Note and Payee prevails in such action, Maker shall reimburse Payee for Payee’s costs and expenses, including, without limitation, reasonable legal fees, incurred in connection therewith.

8.     Events of Default. The term “Event of Default” means the occurrence of any one or more of the following:

(a) Maker shall fail to make full payment of principal or interest on the Maturity Date, and such failure shall continue unremedied for a period of five (5) days after written notice from Payee;

(b) Maker shall fail to comply with any of its other obligations under this Promissory Note, other than its obligations under Section 5, and such default shall continue unremedied for a period of fifteen (15) days after written notice from Payee, provided, however, that in the event that such default cannot with diligence be cured within said period, Payee shall have such period as is reasonable to cure such default;

(c) Maker or any Subsidiary: (i) shall commence a voluntary case under any Bankruptcy Law (as hereinafter defined); (ii) shall become subject to an involuntary case under any Bankruptcy Law which is not withdrawn, discharged or stayed within sixty (60) days after the commencement thereof; (iii) shall consent to the appointment of a Custodian (as hereinafter defined) for a substantial portion of its property; (iv) shall become subject to the appointment of a Custodian for a substantial portion of its property, which appointment is not withdrawn, discharged or stayed within sixty (60) days after the appointment thereof; or (v) makes a general assignment for the benefit of its creditors; or

(d) Maker shall contravene any covenant set forth in Section 5.

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The term “Bankruptcy Law” means Title 7, Title 11 or Title 13, of the United States Code or any similar federal or state law for the relief of debtors and the term “Custodian” means any receiver, trustee, assignee, liquidator or similar official acting, appointed or empowered under any Bankruptcy Law.

9.     Usury. In no event whatsoever shall the amount of interest paid or agreed to be paid to Payee exceed the maximum amount permissible under applicable law. If Payee shall receive as interest, an amount which would exceed the highest lawful rate, the amount which would be excessive interest shall be applied to the reduction of the principal amount outstanding under this Promissory Note (without prepayment premium or penalty).

10.     Assignment, Amendment, Etc. This Promissory Note may be assigned, transferred, sold or pledged by Payee without the prior written consent of Maker. This Promissory Note shall be binding upon Maker and its successors and assigns and shall inure to the benefit of Payee and Payee’s heirs, executors, administrators and permitted assigns. If any term of this Promissory Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. This Promissory Note may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the party to be charged therewith. No delay, failure or omission by Payee or any subsequent holder in respect of the exercise of any right or remedy granted hereunder or allowed by law to Payee or other holder shall constitute a waiver of the right to exercise the same at any future time or in the same or other circumstances.

11.     Governing Law; Submission to Jurisdiction;Waiver of Jury Trial. This Promissory Note shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to the principles of conflicts of law. Maker by the execution of this Promissory Note and Payee by acceptance hereof:

a.     irrevocably consents and submit to the jurisdiction of the Courts of the State of Florida and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Promissory Note or the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Maker and Payee or the conduct of such persons in connection with this Promissory Note or otherwise shall be heard only in the courts described above; and

b.     WAIVES TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS PROMISSORY NOTE.

12.      Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, to the person to whom it is directed at its address specified below, or such other address as such person may hereinafter specify by notice:

If to Maker, to:

8110 Ulmerton Rd.
Largo, FL 33771

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If to Payee, at his address written above.

13.      Unenforceability. If one or more provisions of this Promissory Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Promissory Note, and the balance of this Promissory Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

14.     Pledge Agreement. The obligations of Maker under this Promissory Note are secured by a Pledge Agreement, of even date herewith, by and between Payee and Maker.

15.     Section Titles. The section titles in this Promissory Note have been inserted for reference only and shall not be deemed to be part hereof.

IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the date first above written.

WINDSOR RESOURCE CORP.
By:	/s/ Richard S. Astrom
	Richard S. Astrom
	President

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EX-10.5

Exhibit 10.5

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, dated August 15, 2012, by and between WINDSOR RESOURCE CORP., a Delaware corporation (the “Pledgor”), and RICHARD S. ASTROM (the “Lender”), referred to in that certain Promissory Note, of even date herewith (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Promissory Note”), is made by the Pledgor in favor of the Lender,

W I T N E S S E T H:

WHEREAS, the Pledgor owes $275,000.00 to the Lender, pursuant to the Promissory Note, upon the terms and subject to the conditions set forth therein;

WHEREAS, the Pledgor is the legal and beneficial owner of the Shares (as hereinafter defined) issued by the Issuer; and

WHEREAS, the Pledgor has agreed in the Exchange Agreement, of even date herewith, between Lender and Pledgor, to execute and deliver this Agreement to the Lender,

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which the Pledgor hereby acknowledges, the Pledgor hereby agrees with the Lender as follows:

1.     Defined Terms.

(a)     Unless otherwise defined herein, terms defined in the Promissory Note are used herein as defined therein.

(b)     The following terms shall have the following meanings:

“Additional Shares”: as defined in Section 5(a).

“Agreement”: this Pledge Agreement, as the same may be amended, supplemented, waived or otherwise modified from time to time.

“Applicable Law”: all laws, rules and regulations applicable to the Person, conduct, transaction or covenant in question, including all applicable common law and equitable principles; all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations and orders of governmental bodies; and all orders, judgments and decrees of all courts and arbitrators.

“Code”: the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of Florida or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state.

“Collateral”: all of the Pledgor’s right, title and interest in and to the Shares and all Proceeds thereof.

“Equity Interest”: the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other form of equity security or ownership interest.

“Issuer”: KNGS ACQUISITION, INC., a Florida corporation, which is the issuer of the Shares.

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“Lien”: any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract. The term “Lien” shall also include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property. For the purpose of this Agreement, each Person shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in another Person for security purposes. In no event shall the term “Lien” be deemed to include any license of Intellectual Property unless such license contains a grant of a security interest in such Intellectual Property.

“Material Adverse Effect”: the effect of any event or condition which, alone or when taken together with other events or conditions occurring or existing concurrently therewith, (i) has a material adverse effect upon the business, operations, Properties or condition (financial or otherwise) of the Pledgor; (ii) has or may be reasonably expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or the Promissory Note; (iii) has any material adverse effect upon the value of the whole or any material part of the Collateral, the Lien under this Agreement or the priority of any such Liens; (iv) materially impairs the ability of the Pledgee to perform its Promissory Note under this Agreement or the Promissory Note, including repayment of any of the Promissory Note when due; or (v) materially impairs the ability of the Lender to enforce or collect the Promissory Note or realize upon the Collateral in accordance with the this Agreement, the Promissory Note and Applicable Law.

“Person”: an individual, partnership, corporation, limited liability company, limited liability partnership, joint stock company, land trust, business trust, or unincorporated organization, or a government or agency or political subdivision thereof.

“Property”: any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Shares”: 10,000 shares of the Common Stock, without par value, of the Issuer, together with all certificates, options or similar rights of any nature whatsoever or any investment property (as defined in the Code) in the Issuer, in each case that may be issued to or held by the Pledgor while this Agreement is in effect, including Additional Shares.

“Proceeds”: all “proceeds,” as such term is defined in Section 679.1021(1)(lll) of the 2010 Florida Statutes, and, which in any event shall include, without limitation, all dividends or other income from the Shares, collections thereon or distributions with respect thereto.

“Securities Act”: the Securities Act of 1933, as amended.

(c)     The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement and section and paragraph references are to this Agreement unless otherwise specified.

(d)     The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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2.     Pledge; Grant of Security Interest. The Pledgor hereby pledges to the Lender a security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the obligations of the Pledgor under the Promissory Note, and hereby agrees that it will deliver or cause to be delivered to the Lender, all certificates representing the Shares no later than the date hereof, except for any certificates representing Additional Shares, which shall be forthwith delivered to Lender upon the Pledgor’s receipt thereof.

3.     Stock Powers. Concurrently with the delivery to the Lender of each certificate representing any Shares pursuant to paragraph 2 above, the Pledgor shall deliver an undated stock power or other instrument of transfer covering such certificate, duly executed in blank by the Pledgor with its signature guaranteed by a so-called “Medallion Guaranty.”

4.     Representations and Warranties. The Pledgor represents and warrants that:

(a)     The Shares constitute 100% of the issued and outstanding Equity Interest of the Issuer on the date hereof.

(b)     The Shares have been (or, with respect to Additional Shares, when pledged to the Lender, will be) duly and validly issued and are (or, with respect to Additional Shares, when pledged to the Lender, will be) fully paid and nonassessable.

(c)     The Pledgor is (or, with respect to Additional Shares, when pledged to the Lender, will be) the record and beneficial owner of, and has (or, with respect to Additional Shares, when pledged to the Lender will have) good and marketable title to, the Shares , free of any and all Liens or options in favor of, or material adverse claims on any of the Shares by, any other Person, except the security interest created by this Agreement and Liens arising by operation of law.

(d)     There are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Collateral for which the consent from the applicable party has not been obtained previously.

(e)     The Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Collateral without the consent of any other party that has not been obtained previously and free of any Liens (other than Liens, if any, permitted under the Promissory Note), and without any restriction under the certificate of incorporation and by-laws of the Pledgor or the Issuer or any agreement among the Pledgor’s or the Issuer’s equity holders.

(f)     This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

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(g)     The execution, delivery and performance by the Pledgor of this Agreement and the exercise by the Lender of its rights and remedies hereunder do not and will not result in the violation of (i) the certificate of incorporation or by-laws of the Pledgor, (ii)any agreement, indenture or instrument by which the Pledgor or the Issuer is bound to the extent that any such violation could reasonably be expected to have a Material Adverse Effect or (iii) Applicable Law to which the Pledgor or the Issuer is subject (except that the Pledgor makes no representation or warranty respecting Lender’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities).

(h)     The Shares are not now nor will they hereafter be held or maintained in the form of a securities entitlement or credited to any securities account.

(i)     The Shares are now and will hereafter be represented by one or more certificates.

(j) Upon delivery to the Lender of the certificate or certificates representing all of the Shares, the security interest created by this Agreement, assuming the continuing possession of said certificate or certificates by the Lender, will constitute a valid and perfected first priority security interest in the Collateral to the extent provided in the Code, enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; provided, however, that the above representation and warranty does not apply to any Lien arising by operation of law and entitled to a priority over the security interest created by this Agreement.

5. Covenants. The Pledgor covenants and agrees with the Lender that, from and after the date of this Agreement and thereafter until payment in full of the Promissory Note:

(a)     If the Pledgor shall, as a result of its ownership of the Shares, become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend payable in the form of an Equity Interest or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Shares, or otherwise in respect thereof (collectively, the “Additional Shares”), the Pledgor shall accept the same as the agent of the Lender, hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by the Pledgor to the Lender, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with the signature guaranteed by a so-called “Medallion Guarantee”, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Promissory Note. Any sums paid upon or in respect of the Shares upon the liquidation or dissolution of the Issuer shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Promissory Note, and in case any Property shall be distributed upon or with respect to the Shares pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the Property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Promissory Note. If any such sums of money or property so paid or distributed in respect of the Shares shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Promissory Note.

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(b)     Without the prior written consent of the Lender, the Pledgor will not (i) vote to enable, or take any other action to permit, the Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of the Issuer, to any Person other than the Pledgor, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interest created by this Agreement and Liens arising by operation of law or (ii) permit the Issuer to amend its articles of incorporation .

(c) The Pledgor shall defend the security interest created by this Agreement as a perfected security interest against claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Lender, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. In the event that an Event of Default has occurred and is continuing, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any instrument (including any promissory note) or chattel paper (in each case as defined in the Code), such instrument or chattel paper shall be immediately delivered to the Lender, duly endorsed in a manner satisfactory to the Lender, to be held as Collateral pursuant to this Agreement. Prior to such delivery, the Pledgor shall hold all such instruments and chattel paper in trust for the Lender and shall not commingle any of the foregoing with any assets of the Pledgor.

(d) The Pledgor shall pay, and save the Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

6.      Cash Dividends; Voting Rights. Unless an Event of Default shall have occurred and be continuing and the Lender shall have given notice to the Pledgor of the Lender ’s intent to exercise its corresponding rights pursuant to paragraph 7 below, the Pledgor shall be permitted to receive all cash dividends paid or made in respect of the Shares and to exercise all voting and other rights with respect to the Shares; provided, however, that no vote shall be cast or right be exercised or other action taken which would materially impair the Collateral or result in any violation of any covenant or other provision of the Promissory Note or this Agreement.

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7.     Rights of the Lender. If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rights, (i) the Lender shall have the right to receive any and all cash dividends paid in respect of the Shares and make application thereof to the Promissory Note in such order as the Lender may determine and (ii) the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.

8.     Remedies. If an Event of Default shall occur and be continuing, the Lender may exercise all rights and remedies of a secured party under the Code, and, to the extent permitted by law, all other rights and remedies granted in this Agreement and the Promissory Note. Without limiting the generality of the foregoing, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, to the extent permitted by law, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at such place and upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity the Pledgor hereby waives and/or releases. The Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements of counsel to the Lender, to the payment in whole or in part of the Promissory Note, in such order as the Lender may elect, and only after such application and after the payment by the Lender of any other amount required by any provision of law, including, without limitation, Section 671.615(a) of Title XXXIX of the 2010 Florida Statutes, need the Lender account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Lender arising out of the repossession, retention or sale of the Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of them. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Promissory Note and the fees and disbursements of any attorneys employed by the Lender to collect such deficiency.

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9.     Registration Rights; Private Sales.

(a) If the Lender shall determine to exercise its right to sell any or all of the Shares pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Lender it is necessary or reasonably advisable to have the Shares, or the portion thereof to be sold, registered under the Securities Act, the Pledgor will use its best efforts to cause the Issuer (i) to execute and deliver, and cause the directors and officers of the Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Lender, necessary or reasonably advisable to register the Shares to be sold, or that portion thereof to be sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of the Shares, or the portion thereof to be sold, ending when all such Shares are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Lender, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the United States Securities and Exchange Commission applicable thereto. If the Lender shall determine to exercise its right to sell any or all of the Shares pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Lender it is necessary or reasonably advisable to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Lender shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b)     The Pledgor recognizes that the Lender may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Lender shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so.

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(c)     The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Shares pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable requirements of law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Lender, that the Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Pledgor, and, to the extent permitted by law, the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants, except for the defense that no Event of Default has occurred and is continuing under the Promissory Note.

10.      Irrevocable Authorization and Instruction to Issuer. The Pledgor hereby authorizes and instructs the Issuer to comply with any instruction received by it from the Lender in writing that (a) states that an Event of Default has occurred and is continuing and (b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that the Issuer shall be fully protected in so complying. Furthermore, to the extent any portion of the Collateral may now or hereafter consist of uncertificated securities within the meaning of Title XXXIX, Section 678.1021(1)(r) of the 2010 Florida Statutes, the Pledgor irrevocably authorizes and instructs the Issuer to comply with any instruction received by it from the Lender with respect to such Collateral without any other or further instructions from or consent of the Pledgor, and the Pledgor agrees that the Issuer shall be fully protected in so complying; provided, however, that the Lender agrees that it will not issue or deliver any instructions to the Issuer except after the occurrence and during the continuation of an Event of Default.

11.     Lender’s Appointment as Attorney-in-Fact.

(a)     The Pledgor hereby irrevocably constitutes and appoints the Lender and any officer or Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in the Lender’s own name, from time to time in the Lender’s discretion, in the event that an Event of Default has occurred and is continuing, and to the extent permitted by law, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or reasonably desirable to accomplish the purposes of this Agreement, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer.

(b)     The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph 11. All powers, authorizations and agencies contained in this Agreement with respect to the Collateral are powers coupled with an interest and are irrevocable until payment in full of the Promissory Note.

12.      Duty of Lender. The Lender’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 671.2071 of Title XXXIX of the 2010 Florida Statutes or otherwise, shall be to deal with it in the same manner as the Lender deals with similar securities and property for its own account. N either the Lender nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

13.     Authorization to File Financing Statements, Etc. Pursuant to any applicable law, the Pledgor authorizes the Lender to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the further signature or consent of the Pledgor in such form and in such offices as the Lender determines appropriate to perfect the security interest of the Lender under this Agreement.

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14.     Notices. All notices, requests and demands under this Agreement shall be given, and shall be deemed effective, in accordance with the provisions of the Promissory Note. The Lender and the Pledgor may change its address for notices by notice in the manner provided in the Promissory Note.

15.     Release of Collateral and Termination. At such time as the Promissory Note has been paid in full, the Collateral shall be released from the Lien created hereby, and this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgor. Upon request of the Pledgor following any such termination, the Lender shall deliver (at the sole cost and expense of the Pledgor) to the Pledgor any Collateral held by the Lender hereunder, and execute and deliver (at the sole cost and expense of the Pledgor) to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.

16.     Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17.     Amendments in Writing; No Waiver; Cumulative Remedies.

(a)      None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Pledgor and the Lender.

(b)     The Lender shall not by any act (except by a written instrument pursuant to paragraph 17 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Lender would otherwise have on any future occasion.

(c)     The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

18 .      Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof.

19.     Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Lender, the Other Representatives and the Lenders and their successors and assigns.

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20.     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). Each of the Parties hereby:

a.     irrevocably consents and submit to the jurisdiction of the Courts of the State of Florida and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between the Parties or their conduct in connection with this Agreement or otherwise shall be heard only in the courts described above; and

b.     WAIVES TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first above written.

WINDSOR RESOURCE CORP.		/s/ Richard S. Astrom
		Richard S. Astrom
By:	/s/ Richard S. Astrom
	Richard S. Astrom
	President

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EX-10.6

Exhibit 10.6

Non-Exclusive License and Private Label Agreement

THIS AGREEMENT is dated this Nov 19th, 2012, between GLOBAL HYDROGEN TECHNOLOGIES, INC. (“GHT”), a Florida Corporation (together with its subsidiaries and affiliates”), and KLEANGAS ENERGY TECHNOLOGIES, INC. (“Kleangas”) a Florida Corporation (“together with its subsidiaries and affiliates”) herein after referred to collectively to as the “parties”.

RECITALS

WHEREAS, GHT and Kleangas own all rights, titles and interests to certain products the subject matter of this Agreement; and

WHEREAS, the Products are further defined as including any improvements, reissues or extensions as well as any continuations, divisions or U.S. Patent applications that shall be based on the patent(s) and any patent applications corresponding to the above described patent(s) and patent applications that are issued, filed or to be filed in any and all foreign countries; and

WHEREAS, GHT desires to issue a non-exclusive and private label license to Kleangas for those products listed as the Exhibit I, attached hereto and made a part of this Agreement; and

WHEREAS, Kleangas desires to accept the issuance of a non-exclusive private label license from GHT for those products listed in Exhibit 1; and

WHEREAS, the parties desire in this Agreement, to define, set forth their relationship, the circumstances under which they shall participate, operate and function including GHT granting to Kleangas the right for Kleangas to use their own private label in connection with the products.

NOW, THEREFORE, in consideration of the mutual covenants, promises, duties responsibilities and obligations contained hereto, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, they agree as follows:

1.     The Products. The Licensed Products are defined as the GHT products specifically described initially in this Agreement as: Oxy-hydrogen generator; electrolyzer known as the “Mark” series in Exhibit 1 and accepted and agreed to by Kleangas. The Products in Exhibit 1 may be added or subtracted upon agreement by GHT and Kleangas.

2.     Spin-off Products. Spin-offs’ common usage is “any product that is derived from, based on or adapted from the Licensed Product”. The parties acknowledge and agree that it is not expected that there will be any spin-off products resulting from this Agreement. However there may be enhanced and more sophisticated products that will evolve pursuant to this Agreement. In the event that occurs the parties agree it shall not be a violation of this Agreement, since both parties acknowledge that there shall be prior written approval to an enhancement or sophistication use of any Licensed Product that is the subject matter of this Agreement.

3.     Grant of Rights. GHT grants to Kleangas a nonexclusive right to sell the Products under Kleangas’ Private Label in association with the sale, use, promotion or distribution of the Licensed Products.

4.      Sublicense. Kleangas may sublicense the rights granted pursuant to this agreement provided Kleangas obtains GHT’s prior written consent to such sublicense. Any sublicense granted in violation of this provision shall be void.

5.     Private Label. GHT hereby grants to Kleangas the right to affix or to have affixed its own labels on the products and packages purchased from GHT for resale by Kleangas from GHT under Kleangas brand name.

6.     GHT Private Label Warranties. GHT represents and warrants that all Products are produced by GHT; and

a.     Conform to GHT most current written specifications for such products;

b.     Fit for its intended use;

c.     To the best of GHT knowledge free, from infringement of all copyright, trademarks, patents and other intellectual property rights;

d.     Are manufactured and distributed in compliance with good manufacturing practices, applicable Federal laws and regulations of the United States and other countries, applicable state laws and regulations of the State of Florida and other states

7.     Kleangas Represents, Warrants and Agrees that:

a.     It is solely responsible for all labels it produces and/or affixes itself, or has produced and/or affixed on its behalf by GHT or others, Kleangas labels to products; 

b.     GHT’s name shall not appear on the products without Kleangas’ prior written approval;

c.     All Kleangas Private Labels are to the best of their knowledge, free from infringement of all copyrights, trademarks, patents and other intellectual property rights;

d.     No changes or over labeling on the Products without prior written approval by GHT;

e.     To the extent Kleangas makes any change to any GHT labels without prior written approval by GHT or makes any claim, representation or warranty with respect to any products beyond the scope of this agreement, such change, representation or warranty by GHT shall be null and void and if held invalid shall be the sole responsibility of Kleangas;

f.     Kleangas will make no claims to its customers on the product labels beyond what appears on GHT Stock Labels or in GHT literature, or with respect to other items without prior written approval by GHT;

8.     Private Label Approval. GHT reserves the right to prior approval of all Private Labels which Kleangas affixes to the Products.

9.     Reservation of Rights. GHT expressly reserves all rights other than those being conveyed or granted in this Agreement to Kleangas.

10.     Territory. The rights granted to Licensee are an unlimited worldwide non-exclusive territory (“the "Territory").

11.     Term. This Agreement shall commence upon the Effective Date and shall extend for a period of five (5) years (the "Initial Term"). Thereafter the Agreement may be renewed by Kleangas under the same terms and conditions for another five (5) year period (the "Renewal Terms"), provided that:

a.     Kleangas provides written notice of its intention to renew this Agreement within thirty (90) days prior to the expiration of the current term;

b.     Kleangas has satisfied all the term and conditions of this Agreement and is not in default under this Agreement.

12.     Price List. GHT shall provide Kleangas with a cost of materials, parts and labor (Cost) plus 150 percent markup. That shall become the cost that Kleangas will pay GHT. Kleangas shall accept and choose from the “Products” it desires to include in their Private Label inventory which from time to time may be modified by Kleangas and GHT. GHT shall provide Kleangas with an effective date of thirty (30) days after notice for any increase in prices to take effect.

13.     No License and Private Label Fee. GHT agrees there shall be no License or Private Label fee to be paid by Kleangas.

14.     Terms of Invoices and Payments. Kleangas shall include a Fifty percent (50%) deposit with any written order for products with the balance due upon receipt of the products by Kleangas. All payments shall be paid in United States Dollars by wire transfer, check drawn on a United States bank. All payment records shall be kept available for at least one year after each payment year.

15.     Late Payment. Time is of the essence with respect to all payments to be made by Kleangas under this Agreement. If Kleangas is more than five (5) days late when any payment is due provided for in this Agreement, Kleangas shall pay interest on the payment from the date due until paid at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less.

16.     GHT’s Warranties. GHT warrants that it has the power and authority to enter into this Agreement and has no knowledge as to any third party claims regarding the proprietary rights in the Products which would interfere with the rights granted under this Agreement.

17.     Indemnification by GHT. GHT shall indemnify and hold Kleangas harmless from all costs, damages and liabilities (including but not limited to reasonable attorney fees and court costs) resulting from any product liability claim, by a party that Kleangas has directly provided with any Product, on the condition, that any such product was not contaminated, improperly stored, altered, misbranded, or diverted from its intended destination. Further, was not a breach of GHT’s warranties defined in Paragraph 6 (a) - (d), provided: (a) such claim, if sustained, would prevent Kleangas from marketing the Licensed Products; (b) such claim arises solely out of the products as disclosed in this Agreement, and not out of any change in the product made by Kleangas or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Kleangas gives GHT prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists.

18.     Indemnification by Kleangas. Kleangas shall indemnify and hold GHT harmless from any liability incurred by GHT involving or arising out of (a) any breach or failure by Kleangas to meet any obligation to GHT under this Agreement; (b) any tort claim, including claims for personal injury, advertising injury, wrongful death to any persons, or injury or damage to any property or business resulting from or in connection with any wrongful or negligent act or omission by Kleangas (or its employees or other agents) in the course of its performance of this Agreement, including, but not limited to, the storage, handling, distribution, sale or transportation of the Products and the making of a representation, warranty or condition concerning the characteristics or method of usage of the Products which differs from that offered GHT; and (c) any third-party claim arising from Kleangas misrepresented action of its authority from any contractual commitment made by Kleangas not expressly authorized under this Agreement; provided, however, that Kleangas’ obligation hereunder shall in no way require defense or indemnification regarding any liability, loss, expense or claim arising from any act or omission of Kleangas with respect to any of the products.

19.     Compliance with Intellectual Property Laws. The license granted in this Agreement is conditioned on Kleangas' compliance with the provisions of the intellectual property laws of the United States and any foreign country in the Territory. All copies of the Products as well as all promotional material shall bear appropriate proprietary notices.

20.     Infringement Against Third Parties. In the event that either party learns of imitations or infringements of the Property or Licensed Products, that party shall notify the other in writing of the infringements or imitations GHT shall have the right to commence lawsuits against third persons arising from infringement of the Products. In the event that GHT does not commence a lawsuit against an alleged infringer within sixty (60) days of notification by Kleangas then Kleangas may commence a lawsuit against the third party. Before the filing of suit, Kleangas shall obtain the written consent of GHT to do so, and such consent shall not be unreasonably withheld. GHT will cooperate fully and in good faith with Kleangas for the purpose of securing and preserving Kleangas rights to the Products. Any recovery (including, but not limited to, a judgment, settlement or licensing agreement included as resolution of an infringement dispute) shall be divided equally between the parties after deduction and payment of reasonable attorneys' fees to the party bringing the lawsuit.

21.     Exploitation. Kleangas agrees to distribute and sell the Products in commercially reasonable quantities during the term of this Agreement and to commence such assemble distribution and sale within a reasonable time period. This is a material provision of this Agreement.

22.     Confidential Information. GHT and Kleangas shall share reciprocal rights and obligations with respect to confidential information, and agree, during and after the term of this Agreement, to (a) not use or disclose any confidential information to any person other than Kleangas' or GHT’s employees except to the extent necessary to perform their respective obligations under this Agreement; and (b) impose these obligations on anyone to whom it discloses the confidential information; (c) Notwithstanding the foregoing, in the event either GHT or Kleangas receives a governmental request, subpoena or other legal demand for disclosure of any confidential information of the other, GHT or Kleangas shall notify the other and both parties shall cooperate with one another to abide by the law, but to (d) attempt to prevent any unnecessary disclosures in response to such legal demands and the like. Any disclosures compelled pursuant to Subparagraph 23 (c) shall not be regarded as a breach of this Agreement. Any failure by either party to cooperate with the other party in regards to Subparagraphs 23(c) or (d) constitutes a waiver of any and all rights to enforce this Agreement, and all costs in complying with any such legal demand and the like shall be charged solely to the non-cooperating party.

23.     Termination. This Agreement terminates at the end of five (5) years (the "Initial Term") unless renewed by Kleangas under the same terms and conditions for another five (5) year period (the "Renewal Term") provided that Kleangas provides written notice of its intention to renew this agreement within thirty (90) days prior to expiration of the current term. In no event shall the Agreement extend longer than the date of expiration of the longest living patent (or patents) or last remaining patent application as listed in the definition of the “Products”.

24.     GHT's Right to Terminate. GHT shall have the right to terminate this Agreement for the following reasons:

a.     Kleangas fails to introduce the Products to market within a reasonable time period or to offer the Products in commercially reasonable quantities during any subsequent year;

b.     Kleangas fails to maintain confidentiality regarding GHT trade secrets and other Information;

c.     Kleangas assigns or sublicenses in violation of this Agreement.

25.     Effect of Termination. Upon termination of this Agreement, all rights granted to Kleangas Licensee under this Agreement shall terminate and revert to GHT and Kleangas will refrain from further manufacturing, copying, marketing, distribution or use of any Products. Within thirty (30) days after termination, Kleangas shall deliver to GHT a statement indicating the number and description of the Products which it had on hand or is in the process of manufacturing as of the termination date. Kleangas may dispose of the Products covered by this Agreement for a period of three (3) months after termination or expiration, except that Kleangas shall have no such right in the event this agreement is terminated according to GHT’s Right to Terminate, above. Upon termination, Kleangas shall deliver to GHT all tooling and molds used in the manufacture of the Products GHT shall bear the costs of shipping for the tooling and molds.

26.     Survival. The obligations of certain Sections in this Agreement that are applicable to surviving this Agreement, shall survive any termination.

27.     Attorneys' Fees and Expenses. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and reasonable attorneys' fees incurred in enforcing this Agreement.

28.     Mediation & Arbitration. The parties agree that every dispute or difference between them, arising under this Agreement, shall be settled first by a meeting of the parties attempting to confer and resolve the dispute in a good faith manner. If the parties cannot resolve their dispute after conferring, any party may require the other parties to submit the matter to non-binding mediation, utilizing the services of an impartial professional mediator approved by all parties. If the parties cannot come to an agreement following mediation, the parties agree to submit the matter to binding arbitration at a location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written record of the proceedings and a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in Intellectual Property Law. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. In the event of any such dispute or difference, either party may give to the other notice requiring that the matter be settled by arbitration. An award of arbitration shall be final and binding on the parties and may be confirmed in a court of competent jurisdiction.

29.     Governing Law. This Agreement shall be governed in accordance with the laws of the State of Florida.

30.     Jurisdiction. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Florida in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.

31.     Waiver. The failure by either party to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

32.     Invalidity. If any provisions of this Agreement is invalid under applicable statute or rule of law, it is to be considered omitted and the remaining provisions of this Agreement shall in no way be affected such other provisions shall remain in full force and effect.

33.     Entire Understanding. This Agreement expresses the complete understanding of the parties and supersedes all prior representations, agreements and understandings, whether written or oral. This Agreement may not be altered except by a written document signed by both parties.

34.     Attachments & Exhibits. The parties agree and acknowledge that all attachments and exhibits referred to in this Agreement are incorporated in this Agreement by reference.

35.     Notices. Any notice or communication required or permitted to be given under this Agreement shall be sufficiently given when received by personal delivery, certified mail, sent by facsimile transmission or overnight courier.

To: Global Hydrogen Technologies Inc.
       1201 US Highway 19
       Holiday, Florida 34691

To: Kleangas Energy Technologies Inc.
       8110 Ulmerton Road
       Largo, Florida 33771

36.     Assignability. Either party may not assign or transfer its rights or obligations pursuant to this Agreement without the prior written consent of the other party. Any assignment or transfer in violation of this section shall be void.

37.      Effective Date of This Agreement. This Agreement shall become effective on the date first above written.

38.     Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument.

39.     Amendment. No amendment or modification of any provision of this Agreement shall be effective unless in writing signed by duly authorized representatives of both parties.

40.     Rule of Construction This Agreement shall be deemed to have been jointly drafted.

41.     Severability. In the event any provision in this Agreement shall be held invalid by a court of competent jurisdiction the same shall not affect in any respect whatsoever the validity of the remaining provisions which shall remain in full force and effect.

42.     Previous Agreement. The Non-Exclusive License and Private Label Agreement, dated June 18, 2012, between the parties, is hereby terminated and neither party thereto shall for any reason be liable to the other thereunder.

43.     Signatures. Each party has signed this Agreement through its authorized representative. The parties, having read this Agreement, indicate their consent to the terms and conditions by their signature below.

IN WITNESS WHEREOF, the parties have each executed this Agreement as of the date first above written.

GLOBAL HYDROGEN TECHNOLOGIES INC.
By:	/s/ Scott Harlib
	Scott Harlib
	President

KLEANGAS ENERGY TECHNOLOGIES, INC.
By:	/s/ William Wylie
	William Wylie
	President

EXHIBIT 1

PRODUCTS

The “Mark” Series

The Licensed Products are defined as the GHT products specifically described initially in this Agreement as: Oxy-hydrogen generator; electrolyzer known as the “Mark” series in and accepted and agreed to by Kleangas. The Products in this Exhibit may be added or subtracted upon agreement by GHT and Kleangas.

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT
BETWEEN
KLEANGAS ENERGY TECHNOLOGIES, INC.

and

DENNIS J. KLEIN

Pursuant to this Employment Agreement (the “Agreement”) dated May 31st, 2012, Dennis J. Klein (“EXECUTIVE”) and Kleangas Energy Technologies, Inc. the (“COMPANY”), hereby state Executive’s Employment Agreement with Company to read in its entirety as follows:

WITNESSETH:

WHEREAS, the COMPANY is a corporation organized under the laws of the State of Florida and authorized to do business in the state of Florida and is in the business of clean energy project development, and related material; and

WHEREAS, the EXECUTIVE is skilled and experienced in the business for which the COMPANY engages.

NOW, THEREFORE, in consideration of the premises and in consideration of the mutual benefits to be derived by each party to this agreement, the parties agree as follows:

1. EMPLOYMENT. COMPANY hereby agrees to hire, the EXECUTIVE as its President to manage and supervise affairs of the COMPANY, subject to direction from the COMPANY’s board of directors. The managers Scope of Responsibility will be [i] involved in setting up business opportunities, [ii] representing the COMPANY at different functions and presenting the COMPANY to the investment community, on radio and TV interviews, [iii] and establishing a the companies technology.

2. TERM OF EMPLOYMENT. The term of this agreement shall be for three (3) years, commencing upon execution of this agreement.

3. COMPENSATION. The COMPANY shall pay to the EXECUTIVE, and the EXECUTIVE shall accept from the COMPANY in full payment of the EXECUTIVE’s services rendered hereunder, an annual salary of Sixty Thousand ($60,000.00) dollars per year. EXECUTIVE may be paid by either Cash and or Stock of the COMPANY based upon funds availability.

4. REIMBURSEMENT FOR EXPENSES. EXECUTIVE shall be expected to incur various business expenses customarily incurred by persons holding like positions, including but not limited to traveling, entertainment and similar expenses incurred for the benefit of COMPANY. Subject to COMPANY’s policy regarding the reimbursement of such expenses (which does not necessarily provide for reimbursement of all such expenses and requires previous authorization), COMPANY shall reimburse Executive for such expenses from time to time, at EXECUTIVE’s request, and EXECUTIVE shall account to COMPANY for such expenses. Travel expense incurred by the EXECUTIVE doing company business will be reimbursed within 10 days after expense reimbursement request is submitted to the COMPANY along with the related receipts

5. VACATION AND SICK PAY. The EXECUTIVE shall be entitled to three weeks per year for Vacation and Sick pay

6. ACCEPTANCE BY THE EXECUTIVE. hereby accepts Scope of Responsibility as stated above and agrees to such terms of the scope of the hiring and employment. The EXECUTIVE’s duties shall be such as are directed to him by the COMPANY’s board of directors and in general to serve as the manager of the COMPANY. In rendering efforts as an EXECUTIVE, the EXECUTIVE shall at all times be subject to the full control and instructions of the COMPANY’s board of directors.

7. BEST EFFORTS OF EXECUTIVE. The EXECUTIVE agrees that he will at times faithfully, industriously, and to the best of his ability, experience, talents, and training perform all the duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of the COMPANY. EXECUTIVE further agrees not to compete for a period of two years (2 years) after employment has ceased.

8. TERMINATION BY EXECUTIVE. The EXECUTIVE may resign at any time with 90 days written notice for any cause. In the event of EXECUTIVE’s resignation funds due upon the termination date will be due and payable on that date. The monthly salary will NO LONGER be applicable and the salary due shall be prorated for the final month.

9.   NON-ASSIGNABLE AGREEMENT. This Agreement is not assignable without the express written permission of the Company, and the EXECUTIVE may not assign or pledge any rights or obligations hereunder to any person, firm or corporation.

10. AMENDMENT AND OR WAIVER. This document contains the entire Agreement of between the parties with respect to the employment of Executive by Company. No amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

11. GOVERNING LAW

(a) This Agreement shall be governed by and construed under and in accordance with the laws of the State of Florida without regard to principles of conflicts of laws; and the laws of that state shall govern all of the rights remedies, liabilities, powers and duties of the parties under this Agreement and of any arbitrator or arbitrators to whom any matter hereunder may be submitted for resolution by the parties hereto, as contemplated by and pursuant to Florida Code.

(b) Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the federal or state courts of the State of Florida and by execution and delivery of this Agreement, Executive and Company irrevocably consent to the jurisdiction of those courts. Executive and Company irrevocably waive any objection, including any objection to the laying of venue or based on the of forum non convenience, which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement or any transaction related hereto. Executive and Company acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect of this Agreement.

(c) The parties agree that this Agreement (together with any stock option agreements entered into between Company and Executive and any other documents or agreements specifically referred to herein) shall constitute the sole and conclusive basis for establishing EXECUTIVE’s compensation for all services provided by him hereunder for his employment by the company Kleangas Energy Technologies, Inc.

12. NOTICES. All notices which a party is required or may desire to give to the other party under or in connection with this Agreement shall be given in writing by addressing the same to the other party as follows:

If to Executive to:

Dennis J. Klein

If to Company, to:

Kleangas Energy Technologies, Inc.

or at such other place as may be designated in writing by like notice. Any notice shall be deemed to have been given within 48 hours after being addressed as required herein and deposited, first-class postage prepaid, in the United States mail.

IN WITNESS WHEREOF, the parties have executed this Agreement this 31st day of May 2012.

/s/ William B. Wylie	/s/ Dennis J. Klein
William B. Wylie	Dennis J. Klein
Secretary	Executive

KLEANGAS ENERGY TECHNOLOGIES, INC.

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT
BETWEEN
KLEANGAS ENERGY TECHNOLOGIES, INC.
AND
WILLIAM B. WYLIE

Pursuant to this Employment Agreement (the “Agreement”) dated May 31st, 2012, William B. Wylie (“EXECUTIVE”) and Kleangas Energy Technologies, Inc. the (“COMPANY”), hereby state Executive’s Employment Agreement with Company to read in its entirety as follows:

WITNESSETH:

WHEREAS, the COMPANY is a corporation organized under the laws of the State of Florida and authorized to do business in the state of Florida and is in the business of clean energy project development, and related material; and

WHEREAS, the EXECUTIVE is skilled and experienced in the business for which the COMPANY engages.

NOW, THEREFORE, in consideration of the premises and in consideration of the mutual benefits to be derived by each party to this agreement, the parties agree as follows:

1. EMPLOYMENT. COMPANY hereby agrees to hire, the EXECUTIVE as its CEO to manage and supervise affairs of the COMPANY, subject to direction from the COMPANY’s board of directors. The managers Scope of Responsibility will be [i] involved in setting up business opportunities, [ii] representing the COMPANY at different functions and presenting the COMPANY to the investment community, on radio and TV interviews, [iii] and establishing a sales force.

2. TERM OF EMPLOYMENT. The term of this agreement shall be for three (3) years, commencing upon execution of this agreement.

3. COMPENSATION. The COMPANY shall pay to the EXECUTIVE, and the EXECUTIVE shall accept from the COMPANY in full payment of the EXECUTIVE’s services rendered hereunder, an annual salary of Sixty Thousand ($60,000.00) dollars per year. EXECUTIVE may be paid by either Cash and or Stock of the COMPANY based upon funds availability.

4. REIMBURSEMENT FOR EXPENSES. EXECUTIVE shall be expected to incur various business expenses customarily incurred by persons holding like positions, including but not limited to traveling, entertainment and similar expenses incurred for the benefit of COMPANY. Subject to COMPANY’s policy regarding the reimbursement of such expenses (which does not necessarily provide for reimbursement of all such expenses and requires previous authorization), COMPANY shall reimburse Executive for such expenses from time to time, at EXECUTIVE’s request, and EXECUTIVE shall account to COMPANY for such expenses. Travel expense incurred by the EXECUTIVE doing company business will be reimbursed within 10 days after expense reimbursement request is submitted to the COMPANY along with the related receipts.

5.  VACATION AND SICK PAY. The EXECUTIVE shall be entitled to three weeks per year for Vacation and Sick pay

6. ACCEPTANCE BY THE EXECUTIVE. The EXECUTIVE hereby accepts Scope of Responsibility as stated above and agrees to such terms of the scope of the hiring and employment. The EXECUTIVE’s duties shall be such as are directed to him by the COMPANY’s board of directors and in general to serve as the manager of the COMPANY. In rendering efforts as an EXECUTIVE, the EXECUTIVE shall at all times be subject to the full control and instructions of the COMPANY’s board of directors.

7. BEST EFFORTS OF EXECUTIVE. The EXECUTIVE agrees that he will at times faithfully, industriously, and to the best of his ability, experience, talents, and training perform all the duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of the COMPANY. EXECUTIVE further agrees not to compete for a period of two years (2 years) after employment has ceased.

8.  TERMINATION BY EXECUTIVE. The EXECUTIVE may resign at any time with 90 days written notice for any cause. In the event of EXECUTIVE’s resignation funds due upon the termination date will be due and payable on that date. The monthly salary will NO LONGER be applicable and the salary due shall be prorated for the final month.

9. NON-ASSIGNABLE AGREEMENT. This Agreement is not assignable without the express written permission of the Company, and the EXECUTIVE may not assign or pledge any rights or obligations hereunder to any person, firm or corporation.

10. AMENDMENT AND OR WAIVER. This document contains the entire Agreement of between the parties with respect to the employment of Executive by Company. No amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto. No waiver by either party of any breach by the other party of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

11. GOVERNING LAW

(a) This Agreement shall be governed by and construed under and in accordance with the laws of the State of Florida without regard to principles of conflicts of laws; and the laws of that state shall govern all of the rights remedies, liabilities, powers and duties of the parties under this Agreement and of any arbitrator or arbitrators to whom any matter hereunder may be submitted for resolution by the parties hereto, as contemplated by and pursuant to Florida Code.

(b) Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the federal or state courts of the State of Florida and by execution and delivery of this Agreement, Executive and Company irrevocably consent to the jurisdiction of those courts. Executive and Company irrevocably waive any objection, including any objection to the laying of venue or based on the of forum non convenience, which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement or any transaction related hereto. Executive and Company acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect of this Agreement.

(c) The parties agree that this Agreement (together with any stock option agreements entered into between Company and Executive and any other documents or agreements specifically referred to herein) shall constitute the sole and conclusive basis for establishing EXECUTIVE’S compensation for all services provided by him hereunder for his employment by the company Kleangas Energy Technologies, Inc.

12. NOTICES. All notices which a party is required or may desire to give to the other party under or in connection with this Agreement shall be given in writing by addressing the same to the other party as follows:

If to Executive to:

William B Wylie

If to Company, to:

Kleangas Energy Technologies, Inc.

or at such other place as may be designated in writing by like notice. Any notice shall be deemed to have been given within 48 hours after being addressed as required herein and deposited, first-class postage prepaid, in the United States mail.

IN WITNESS WHEREOF, the parties have executed this Agreement this 31st day of May 2012.

/s/ Dennis J. Klein	/s/ William B. Wylie
Dennis J. Klein	William B. Wylie
President	Executive

KLEANGAS ENERGY TECHNOLOGIES, INC.

EX-10.9

Exhibit 10.9

STATE OF FLORIDA
COUNTY OF PINELLAS

COMMERCIAL RENTAL AGREEMENT

THIS COMMERCIAL RENTAL AGREEMENT (herein the "Agreement") is made and entered into this 30th, day of May, 2012, by and between Dennis J. Klein (herein "Landlord"), and Kleangas Energy Technologies, Inc. (herein "Tenant").

WITNESSETH:

1. Description of Premises. For mutual consideration, Landlord agrees to rent to Tenant and Tenant agrees to rent from Landlord the office suite(s) located at 8110 Ulmerton Rd. Largo, FL 33771 (herein the "Premises") on the terms and conditions stated in this Agreement.

2. Agreement Term. The term of this Agreement shall be one (6) calendar month beginning on 1st day of, August 2012. This Agreement shall then continue as a month-to-month tenancy on the terms agreed in this document until terminated in accordance with the provisions of this Agreement. Tenant will have the right to use, jointly with other tenants, the parking spaces, driveways and common areas on the property of which the Premises are a part (herein the "Parking Area") on the terms fixed by this Agreement. Tenant shall be allowed indoor parking for employees only. Guests shall utilize outdoor parking. Tenant's rights to use and occupy the Premises and to use the Parking Area are contingent upon its performance of all of its obligations under this Agreement.

3. Rent. Tenant agrees to pay monthly rent. Unless and until increased by Landlord, the monthly rent shall be $1,000 per calendar month. Tenant must pay the monthly rent to Landlord at the address fixed under the Notice Clause of this Agreement on or before the first day of each calendar month without notice or demand and without set-off or deduction of any kind. If any monthly rent payment is not made in full by the fifth day of the month, or if any check given in payment is dishonored, Tenant shall be considered late and delinquent in payment and Landlord shall be entitled to the fees and remedies for late payment hereafter provided. The date of the actual receipt of a rent payment by Landlord shall govern this provision, and Tenant shall not be considered as having paid by reason of having deposited a rent payment in the U.S. Mail or with any delivery service. Landlord shall have the right to increase the monthly rent on a 90-days notice.

4. Interest, Expenses and Fees. Tenant agrees to pay Landlord the following additional expenses and fees no later than ten (10) days from the 1st of the month for such items:

(a)     Overdue rent fees: 4% of the monthly rent installment, plus $2.00 per day from the first day that such payment is late (i.e. 5th of every month) until the payment is paid in full.

(b)     Administrative fees: $15.00 will be charged, if Tenant fails to perform any of its obligations or agreements under this Agreement, including the failure to pay any amounts due in full as and when due, and Landlord sends a notice of default

(c)     On the 15th of the month, if Tenant does not pay all fees and rent, it is acknowledged that a lockout fee of $200.00 will be added to any and all rents and fees, and Landlord shall take possession of unit.

(d)     If Tenant is locked out via forgetting or losing keys and requires Landlord's assistance in gaining entrance: $65.00 service fee. $150.00 after business hours (BUSINESS HOURS: 8:30AM-5:00 PM, Monday thru Friday, except holidays). Fees are due via cash at time of unlocking unit.

(e)     If a check is dishonored: $45.00 administrative fee plus all bank charges (plus the late payment fees payable under Clause 4(a) above). In addition, the lockout provisions of Clause 4(c) shall be initiated. Entry to the space will not be granted unless all arrearages, administrative fees and charges are paid, or in the alternative, Landlord may consider this lease terminated.

(f)     Cleanup by Landlord of trash, oil or debris on the Premises or in the common areas if such trash, oil or debris was placed there by Tenant or its agents, employees, guests or invitees: $250.00 administrative fee, plus Landlord's actual cost of such cleanup. Unlawful or improper use of the trash dumpsters for debris other that that used in the normal course of office operations: $100.00 service fee.

(g)     Removing or cutting a lock wrongfully installed by Tenant: $250.00 service fee, plus Landlord's actual costs.

(h)     Non-return or loss of any and all keys upon move-out: $ 125.00 per key.

(i)     If Tenant without prior written authorization or paint deposit, paints their office, they will be charged one month rent. This rent amount will be used as the paint deposit. Please see clause 6.b below for paint deposit.

5. Default. If Tenant fails to pay monthly rent in full when due, fails to pay in full when due any amounts due under Clause 4 above, fails to pay any other amounts due from Tenant to Landlord under this Agreement, or fails to perform any of its obligations or agreements stated in this Agreement and remains in default beyond the 15th of the month or if Tenant shall abandon use of the Premises, Landlord shall have the immediate right of reentry without resort to legal process, and shall have the right to terminate and cancel this Agreement without further notice and Tenant shalt have no right to use or occupy the Premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity.

The acceptance of rent by Landlord with knowledge of a breach or default by Tenant shall not constitute a waiver of such default.

6. Security Deposit. Tenant has this day deposited the sum of 100 (herein "Security Deposit") as security for Tenant's performance of its obligations and agreements under this Agreement. Tenant agrees that, if Tenant fails to perform any of such obligations or agreements, including but not limited to its obligation to give 30 days notice of termination, Landlord may use, apply or retain so much of the Security Deposit as Landlord deems appropriate for the payment of rent, or other sums due from Tenant, and payment of any loss, damage or expense sustained by Landlord by reason of Tenant's default. In such event, Tenant shall pay to Landlord such sum as will restore the Security Deposit to the original sum deposited. if Tenant performs all obligations under this Agreement, Landlord shall return the Security Deposit to Tenant in full within thirty (30) days after the date of the termination of this Agreement. Tenant agrees that it may not unilaterally treat the Security Deposit as rent under any circumstances and that its liability to pay damages for breach of this Agreement is not limited to the amount of the Security Deposit.

7. Use. Tenant will occupy and use the Premises as offices and warehouse. Tenant shall not be limited to these operations and may expand and diversify into other lawful business activities, provided that any change in the use of the Premises must (1) be approved in writing by Landlord and (2) be permissible under and meet the requirements of all applicable laws and ordinances. Any change in use by Tenant without Landlord's prior written approval and any use that is in violation of any applicable law or ordinance shall be a breach by Tenant of this Agreement.

8. Insurance, Indemnity and Exculpation. Tenant shall be responsible for maintaining insurance on Tenant's contents and fixtures. Tenant agrees to indemnify and save harmless Landlord and its agents and Landlord's and its agents' employees from any liability, loss or expense incurred by Landlord and its agents and Landlord's and its agents' employees for damage or injury to person or property of any and all kinds whatsoever which may occur during the term of this Agreement, including such damage or injury as is caused solely by their negligence.

9. Utilities. The Landlord shall provide all maintenance usual to an office building and shall furnish electricity, heat, water and air conditioning at no extra charge to the Tenant. Tenant shall be responsible for all other utilities.

10. Hazardous Materials. Tenant agrees not to bring or allow to be brought into the Premises or onto the property of which the Premises are a part any hazardous, dangerous, toxic or noxious substance except for lawful use in the ordinary course of Tenant's business. Tenant agrees to store, use, handle and dispose of all hazardous, dangerous, toxic or noxious substances in a lawful manner and to maintain a contract with and use a licensed company for the disposal of such materials. Tenant shall not dispose of any hazardous, dangerous, toxic or noxious substances on the Premises. Further, Tenant agrees to indemnify Landlord and save Landlord harmless against any loss, damage, claim or injury of any kind whatsoever which results from the presence of hazardous, dangerous, toxic or noxious substances on the Premises which Tenant brought onto the Premises or allowed to be brought onto the Premises.

11. Parking Area During the term of this Agreement, the use of the parking, loading and unloading areas with the Parking Area by Tenant's employees, suppliers and customers shall not unreasonably interfere with the use of such areas by the other tenants, their employees, suppliers and customers. Tenant shall ensure that its employees, suppliers and customers do not use parking spaces in a manner that unreasonably interferes with the use of parking spaces adjacent to the premises of other tenants. All vehicles parked in the Parking Area must be currently licensed and inspected by the Department of Motor Vehicles. All vehicles parked in the Parking Area must have inflated tires. No vehicles may be left on blocks, jacks or any other means of suspending vehicles. No parking is allowed in common area driveways. The Parking Area and other common areas shall not be used for storage of vehicles or as work places. Any vehicle remaining in the parking lot or upon the premises which is left overnight will be towed at the owners' expense unless a $100 per month parking space rental has been paid in advance.

12. Maintenance/Repairs. Tenant, at its own expense, shall maintain and keep the interior of the Premises and all doors in as good a state of repair as they were in at the commencement of this Agreement, ordinary wear and tear excepted, and shall leave the Premises at the termination of this Agreement empty, free of trash and debris, and in the same condition they were in at the commencement of the term of this Agreement, ordinary wear and tear excepted.

13. Alterations. Tenant shall have the right and privilege to make at its own expense, such ordinary repairs and alterations to the inside of the Premises as may be permitted by law or regulation without government inspection or permit; provided always, however, that no alterations of a structural nature may be made without Landlord's prior written consent. Upon termination of the Agreement, Tenant, upon demand by Landlord, shall remove at its own cost and expense all alterations made by it and restore the Premises to the same condition they were in at the commencement of the term of this Agreement.

14. Signs. Tenant agrees that it will not install or set up any interior sign or any sign visible outside the building. Tenant may, subject to Landlord's approval of the size and design of the sign, install a sign on the door of the Premises. Tenant shall pay for the sign, the cost of installing the sign and the cost of removing the sign and returning door to the condition it was in before Tenant installed the sign.

15. Trade and Other Fixtures. Tenant may install such equipment and trade and other fixtures as are reasonably necessary for the operation of its business. Such equipment and trade and other fixtures shall remain personal property, regardless of the manner in which attached or affixed to the Premises. Tenant may remove such items provided their removal can be accomplished without damage to the Premises, and Tenant immediately repairs or reimburses Landlord for the cost of repairing all resulting damage or defacement

16. Access to Premises. Tenant shall allow Landlord to enter upon the Premises or any part thereof at any reasonable time for the purposes of examining and inspecting the same and of making any repairs, improvements, or alterations to the Premises or the property of which the Premises are a part that Landlord may deem necessary or desirable. Tenant shall provide Landlord with any alarm codes or keys to any altered locks to gain access to the unit.

17. Personal Property of Tenant. If Tenant vacates the Premises, or if Landlord terminates this Agreement by reason of Tenant's default, or if Tenant is dispossessed by process of law, furniture, machines, equipment, tools and anything else left on the Premises shall be deemed abandoned at the time of vacation, termination or dispossession and available to Landlord (i) to use or sell at public or private sale to offset any rent or other sums due under this Agreement and any expenses incurred in removing or selling same, (ii) to donate to any charitable institution or organization or (iii) to dispose of as trash, all at the option and sole discretion of Landlord.

18. Rules and Regulations. Tenant agrees to abide by the rules and regulations attached hereto and that Landlord has the right to impose other reasonable rules and regulations on Tenant concerning Tenant's use of the Premises such that Tenant and other tenants may enjoy peaceful possession and use of their Premises. All new rules and regulations shall be in writing and shall be mailed or delivered by Landlord to Tenant at least thirty (30) days prior to their effective date. Failure to abide by all present and future Rules and Regulations of Landlord shall be a breach of this Agreement.

19. Compliance with Laws and Regulations. Tenant agrees to comply with any and all federal, state and local laws, statutes, ordinances, rules and regulations that apply to Tenant's use and occupancy of the Premises or the conduct of Tenant's business which are in effect at any time during the term of this Agreement, including but not limited to laws and regulations governing the storage, use, handling and disposal of hazardous, dangerous, toxic and noxious substances.

20. Indemnity. Tenant agrees to protect, indemnify, and save harmless Landlord and its agents and Landlord's and its agents' employees from and against any and all claims, demands, liabilities, causes of action, penalties, fines, costs and expenses of any nature whatsoever, including reasonable attorneys' fees, growing out of or connected with Tenants use or occupancy of the Premises or the conduct of Tenant's business, or Tenant's breach of any provision of this Agreement. If as a result of Tenant's default this Agreement, Landlord shall institute legal proceedings or otherwise employ an attorney for the enforcement of Tenant's obligations, Tenant shall pay all costs incurred by Landlord, including reasonable attorney's fees.

21. No Subletting or Space Sharing. Tenant agrees not to sell, pledge or assign this Agreement, not to sublet the Premises or any part thereof, not to grant any license or concession for all or any part of the Premises and not to share all or any part of the Premises with others.

22. No Brokers. Tenant warrants and represents that it has not dealt with a broker in connection with this Agreement.

23. Subordination and Attornment Tenant agrees that this Agreement shall be subject and subordinate to any mortgages or deeds of trust now or hereafter placed upon the Premises, and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust. Tenant further agrees to execute any instrument reasonably requested by any mortgagee or holder of a deed of trust on the Premises further to evidence the subordination and attornment provisions of this clause.

24. Notices. All notices provided for in this Agreement shall be in writing and shall be deemed to be given when delivered by hand, or sent by certified mail, return receipt requested, or by a national private delivery service with overnight delivery guaranteed, addressed as follows:

To Tenant: Kleangas Energy Technologies, Inc.

To Landlord: Dennis J. Klein

25. Vacating. Tenant shall give thirty (30) days written notice before vacating, and Landlord shall give thirty (30) days notice of lease termination and of a rent increase. If tenant fails to give thirty (30) days notice before vacating, Tenant must pay Landlord the following month's rent.

26. Interpretation of this Agreement. This Agreement contains the entire agreement of the parties. Neither Landlord nor any agent of Landlord has made any representations, warranties or promises that are not expressly set out in this document. This Agreement can be modified or compliance with its provisions waived only by a written agreement signed by the party against whom enforcement of such modification or waiver is sought. If any part of this Agreement is unenforceable, it shall be deemed to be and treated as amended to the extent necessary to make it enforceable.

27. Resolution of Disputes. Any and all disputes between Landlord and Tenant arising out of or relating to this Agreement or the use or occupancy of the Premises by Tenant shall be resolved by non jury trial in a court having subject-matter jurisdiction sitting in Pinellas County, Florida. Attorney fees and court costs are to be paid by the losing party. The parties waive the right to jury trial, submit to the exclusive personal jurisdiction of such court and agree that service of process may be made by certified mail addressed to the notice address fixed under Clause 24 of this Agreement.

28. Goveming Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida

By signing below, Tenant acknowledges that they have reviewed and understood any and all obligations they must perform as per this lease.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be signed in duplicate the day and year first above written.

LANDLORD:	TENANT:
	Kleangas Energy Technologies, Inc.
/s/ Dennis J. Klein	By: /s/ William Wylie, CEO

LANDLORD'S RULES AND REGULATIONS

1) No Tenant may use the likeness of the property for any purpose other than in its business address, or use any picture or likeness of the building on its sign or in any circulars, notices, advertisements or correspondence without Landlord's express consent in writing.

2) No dog or other animal or bird shall be brought or permitted to be in the property or on the site or any part of it overnight.

3) No Tenant may make any noise or odor in its Premises or outside its Premises, which is objectionable to the other tenants, or create or maintain a nuisance on its Premises, or disturb, solicit or canvass any occupant of the property or their customers, or do any act tending to injure the reputation of the property owner.

4) No Tenant shall install any musical instrument or equipment in its Premises or any antennas, aerial wires or other equipment inside or outside its Premises without, in each and every instance, prior approval in writing by Landlord. The use of such items, if permitted, is subject to control by Landlord to the end that others will not be disturbed or annoyed.

5) No Tenant may waste water in any manner whatsoever including without limitation the tying, wedging or otherwise fastening open, of any faucet.

6) No additional locks or similar devices may be attached to any door without Landlord's prior approval. Upon termination of a Lease or of a Tenant's possession, the Tenant must surrender all keys to its Premises.

7) If a Tenant desires to install cable, telephonic, burglar alarm or satellite signal service, Landlord will, upon request, direct where and how connections and all wiring for such service shall be introduced and run. Without such directions, no boring, cutting or installation of wires or cables is permitted.

8) Unless Landlord gives advance written consent in each and every instance, no Tenant shall install or operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating device or air-conditioning apparatus in or about its Premises, or use its Premises for housing accommodations or lodging or sleeping purposes, or do any cooking therein or install or permit the installation of any vending machines, or use any illumination other than electric light, or use or permit to be brought into its Premises any inflammable oils or fluids such as gasoline, kerosene, naphtha and benzene, or any explosive or other articles hazardous to persons or property.

9) No Tenant shall place or allow to be placed anything against or near the glass of partitions, doors or windows of its Premises that would be unsightly from the exterior of the property.

10) No Tenant may install in its Premises any equipment that uses an extraordinary amount of electricity without the advance written consent of Landlord. Each Tenant must ascertain from Landlord the maximum amount of electrical current, which can safely be used in its Premises, taking into account the capacity of the electric wiring in the Premises and the needs of other tenants at the property and shall not use more than such safe capacity.

11) No Tenant may install carpet padding or carpet by means of a mastic, glue or cement. Such installation shall be by tackless strip or double-faced tape only.

12) The sidewalks and entrances shall not be obstructed by a Tenant or used by him for any other purpose than for ingress and egress. This is to include driveways, and the like.

13) Awnings, other than awnings installed at construction, shall not be allowed. However, window shades or mini blinds may be installed subject to the Landlord's approval.

14) Parking areas shall not be used for any purpose other than the parking of permitted vehicles thereon. No commercial activity shall be conducted from the parking areas. Tenant acknowledges that any violation of parking areas may and can result in an immediate, without any notice, towing of cars.

15) No repairs or maintenance (other than emergency repairs) shall be permitted in the parking areas. Any hazardous materials spilled on the ground shall be taken care of immediately.

16) Tenants, their employees, agents, guests, visitors and invitees assume full responsibility for all loss, damage, injury or death caused to person or property by reason of their use of the parking areas.

17) Tenants shall indemnify Landlord against all loss, damage, cost and expense (including attorney's fees) sustained by employees, agents, guests, visitors and invitees or by violation of these rules by any of said persons, other than damage caused by the negligence of the Landlord.

Tenant Initial Receipt: WW

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Subsidiary	Jurisdiction of Incorporation	Percentage of Ownership
Kleangas Energy Technologies, Inc.	Florida	100%

                   

EX-23.1

Exhibit 23.1

Paritz & Company, P.A. 15 Warren Street, Suite 25
Hackensack, NJ 07601
(201) 342-342-7753
Fax: (201) 342-7598
E-mail: paritz@paritz.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Kleangas Energy Technologies, Inc.
8110 Ulmerton Rd.
Largo, FL 33771

Gentlemen:

We consent to the use in this Registration Statement on Form S-1 of our report dated November 28, 2012 relating to the financial statements of Kleangas Energy Technologies, Inc. as of September 30, 2012, and for the period from May 10, 2012 (inception) September 30, 2012, and to the reference to us under the heading “Experts” in such Registration Statement.
 
 

/s/ Paritz & Company, P.A.
Paritz & Company, P.A.
Hackensack, New Jersey