þ |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2011
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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Utah
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87-0397815
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Small reporting company þ |
Table of Contents
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Page No.
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Forward-Looking Statements | 3 | |
4 | ||
4
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6
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7
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8
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18
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20
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20
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22
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22
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22
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22
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22
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23
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23
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Signatures |
24
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Item 1. |
Financial Statements
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March 31,
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December 31,
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|||||||
2011
|
2010
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash & Cash Equivalents
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7,961
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33,278
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||||||
Other Receivable
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20,789
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20,355
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||||||
Prepaid Expenses & Other
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40,211
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50,601
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||||||
Total Current Assets
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68,961
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104,234
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||||||
Fixed Assets
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||||||||
Equipment & Furniture, at Cost, Less Accumulated Depreciation of $6,555 and $6,555, respectively
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–
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–
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||||||
Total Fixed Assets
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–
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–
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||||||
Other Assets
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||||||||
Licensing Rights - Wind Sail Receptor, Inc.
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190,000
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190,000
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||||||
TOTAL ASSETS
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258,961
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294,234
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||||||
LIABILITIES & STOCKHOLDER’S EQUITY
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||||||||
Current Liabilities
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||||||||
Related Party Consulting Fees Payable
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128,600
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125,500
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||||||
Accounts Payable
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1,529
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3,987
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||||||
Convertible Note Payable, net of debt discount of $7,153
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44,556
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23,451
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||||||
Preferred Stock Dividends Payable
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18,442
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17,969
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||||||
Total Current Liabilities
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193,127
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170,907
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||||||
TOTAL LIABILITIES
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193,127
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170,907
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March 31,
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December 31
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|||||||
2011
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2010
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|||||||
(Unaudited)
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||||||||
STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Preferred Stock, 10,000,000 shares authorized; Series A Cumulative convertible preferred stock, 8% cumulative, $4.50 par value, 1,000,000 shares designated, 5,254 shares outstanding at March 31, 2011 and December 31, 2010, respectively (aggregate liquidation preference of $42,086)
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23,644
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23,644
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||||||
Common Stock, $.001 par value: 100,000,000 shares authorized, 41,705,094 and 41,238,429 shares outstanding at March 31, 2011 and December 31, 2010, respectively
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41,705
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41,238
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Additional Paid-In Capital
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9,463,796
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9,429,263
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||||||
Stock Subscription Receivable
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(10,000
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)
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(10,000
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)
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Accumulated Deficit
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(9,453,311
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)
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(9,360,818
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)
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TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
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65,834
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123,327
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TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
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258,961
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294,234
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(Unaudited)
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||||||||
For the Three Months Ended
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||||||||
March 31,
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||||||||
2011
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2010
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|||||||
REVENUES
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$
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–
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$
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–
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OPERATING EXPENSES
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||||||||
General & Administrative
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32,651
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24,999
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Legal & Professional Fees
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8,264
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24,409
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Related Party Consulting Fees
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30,000
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33,975
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Total Operating Expenses
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70,915
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83,383
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INCOME (LOSS) FROM OPERATIONS
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(70,915
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)
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(83,383
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)
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OTHER INCOME (EXPENSE)
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||||||||
Interest Income (Expense)
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(986
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)
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(337
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)
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Amortization of debt discount | (20,119 | ) | – | |||||
Total Other Income (Expense), Net
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(21,105
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)
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(337
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)
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NET INCOME (LOSS) FROM CONTINUING OPERATIONS
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(92,020
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)
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(83,720
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)
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DISCONTINUED OPERATIONS (Note 6)
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||||||||
Income (Loss) from operations of MicroCor, Inc. (including gain on disposal of $355,000)
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–
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(11,512
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) | |||||
NET INCOME (LOSS)
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(92,020
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)
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(95,232
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)
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PREFERRED STOCK DIVIDENDS
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(473
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)
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(1,891
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)
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NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS
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$
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(92,493
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)
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$
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(97,123
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)
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NET INCOME (LOSS) PER COMMON SHARE (BASIC & DILUTED)
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$
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(0.00
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)
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$
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(0.00
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)
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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BASIC
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41,305,278
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34,921,344
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DILUTED
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42,449,523
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34,952,868
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(Unaudited)
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For the Three Months Ended
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||||||||
March 31,
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||||||||
2011
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2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net Loss/Income
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$
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(92,020
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)
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$
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(95,232
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Interest expense from debt discount
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20,119
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–
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Related party consulting fee payable
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3,100
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30,000
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Prepaid expense
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10,390
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–
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Accounts payable
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(2,459
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)
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(8,109
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)
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Related party payable
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–
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(28,445
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)
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Accrued interest payable
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986
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4,873
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Royalty payable to related party
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–
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10,000
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Other receivable
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(434
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)
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–
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Net cash provided by (used in) Continuing Activities
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(60,317
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)
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(86,913
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)
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Net cash provided by (used in) Discontinued Activities
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–
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(8,802
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)
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Net cash provided by (used in) Operating Activities
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(60,317
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)
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(95,715
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)
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Net cash provided by Investing Activities
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–
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–
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from sale of stock
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35,000
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140,000
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Payments on notes
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–
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(11,939
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)
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Payments on notes related party loan
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–
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(10,720
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)
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Net cash provided by Financing Activities
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35,000
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117,341
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NET INCREASE (DECREASE) IN CASH
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(25,317
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)
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21,626
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CASH AT BEGINNING OF PERIOD
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33,278
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14,323
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CASH AT END OF PERIOD
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7,961
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35,949
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
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||||||||
Cash paid during the year for interest
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$
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–
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$
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2,986
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Cash paid during the year for income taxes
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$
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150
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$
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–
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SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING & FINANCING ACTIVITIES:
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Stock Subscription Receivable for Exercise of Stock Options
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$
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10,000
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$
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17,500
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For the Quarters Ended
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||||||||
March 31,
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||||||||
2011
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2010
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Net Income (Loss)
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$
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92,493
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$
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97,123
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Less: preferred dividends
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(473
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)
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(1,891
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)
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Income (Loss) available to common stockholders used in basic EPS
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$
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92,020
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$
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95,232
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Convertible preferred stock
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473
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1,891
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Convertible notes payable
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–
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–
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Income (Loss) available to common stockholders after assumed conversion of dilutive securities
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$
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92,493
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$
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97,123
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Weighted average number of common shares used in basic EPS
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41,305,278
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34,921,344
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Effect of dilutive securities:
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Convertible preferred stock
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7,881
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31,524
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Convertible notes payable
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1,136,364
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–
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Options
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–
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–
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Weighted average number of common shares and dilutive potential common stock used in diluted EPS
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42,449,523
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34,952,868
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For the Three Months Ended
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||||||||
March 31,
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||||||||
2011
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2010
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|||||||
Sales
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$
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–
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$
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–
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General and administrative
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–
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(15,441
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)
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Legal and professional
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–
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–
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Interest Expense
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–
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(4,873
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)
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Gain on deconsolidation of MicroCor
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–
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–
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Net Income (Loss) attributable to noncontolling interest
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–
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8,802
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||||||
Net Income (Loss) from discontinued operations
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$
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–
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$
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(11,512
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)
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United States (a)
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2007 – Present
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__________
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(a) Includes federal as well as state or similar local jurisdictions, as applicable.
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk.
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Item 4. |
Controls and Procedures.
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(i)
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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(ii)
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
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(iii)
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
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PART II. |
OTHER INFORMATION
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Item 1. |
Legal Proceedings. None.
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Item 1A. |
Risk Factors. Not applicable.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3. |
Defaults Upon Senior Securities. None.
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Item 4. |
(Removed and Reserved)
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Item 5. |
Other Information.
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Exhibits
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Exhibit No.
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Description
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31.1
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Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
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31.2
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Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
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32.1
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Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act *
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32.2
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Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act *
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*
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Filed herewith.
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WINDGEN ENERGY, INC. | |||
Dated: May 16, 2011
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By:
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/s/ Ronald Conquest | |
Ronald Conquest
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
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Dated: May 16, 2011
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By:
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/s/ Wendy Carriere | |
Wendy Carriere
Secretary/Treasurer,
Chief Financial Officer and Director
(Principal Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of WindGen Energy, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) |
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 16, 2011 | |||
/s/ Ronald Conquest | |||
|
|||
Ronald Conquest
Chief Executive Officer
WindGen Energy, Inc.
|
1.
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I have reviewed this quarterly report on Form 10-Q of WindGen Energy, Inc.;
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 16, 2011 | |||
/s/ Wendy Carriere | |||
|
|||
Wendy Carriere
Chief Financial Officer
WindGen Energy, Inc.
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 16, 2011 | |||
/s/ Ronald Conquest | |||
|
|||
Ronald Conquest
Chief Executive Officer
WindGen Energy, Inc.
|
|||
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 16, 2011 | |||
/s/ Wendy Carriere
|
|||
|
|||
Wendy Carriere
Chief Financial Officer
WindGen Energy, Inc.
|
|||