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<SEC-DOCUMENT>0001437904-11-000019.txt : 20110210
<SEC-HEADER>0001437904-11-000019.hdr.sgml : 20110210
<ACCEPTANCE-DATETIME>20110209175633
ACCESSION NUMBER:		0001437904-11-000019
CONFORMED SUBMISSION TYPE:	PRE 14C
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20110209
FILED AS OF DATE:		20110210
DATE AS OF CHANGE:		20110209

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Rosewind CORP
		CENTRAL INDEX KEY:			0001385818
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EDUCATIONAL SERVICES [8200]
		IRS NUMBER:				470883144
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		PRE 14C
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-53121
		FILM NUMBER:		11588515

	BUSINESS ADDRESS:	
		STREET 1:		16200 WCR 18E
		CITY:			LOVELAND
		STATE:			CO
		ZIP:			80537
		BUSINESS PHONE:		(970) 635-0346

	MAIL ADDRESS:	
		STREET 1:		16200 WCR 18E
		CITY:			LOVELAND
		STATE:			CO
		ZIP:			80537
</SEC-HEADER>
<DOCUMENT>
<TYPE>PRE 14C
<SEQUENCE>1
<FILENAME>prelim14c.txt
<DESCRIPTION>ROSEWIND CORP PRELIMINARY - NOTICE OF STOCKHOLDER ACTION
<TEXT>
                            ROSEWIND CORPORATION
                              16200 WCR 18E
                         Loveland, Colorado 80537

                 NOTICE OF STOCKHOLDER ACTION TO BE TAKEN
             PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
             _______________________________________________

                    WE ARE NOT ASKING YOU FOR A PROXY
                                  AND
                YOU ARE REQUESTED NOT TO SEND US A PROXY
             _______________________________________________

February 20, 2011


Dear Stockholder:

     Rosewind Corporation (the "Company", "we", "us", or "our") is providing
to you the following Information Statement to notify you that our Board of
Directors and the holders of a majority of our outstanding shares of common
stock have executed and delivered a written consent to effect the following
corporate actions:

     (1)  Increase the number of authorized shares of our Common Stock from
          50,000,000 to 300,000,000; and

     (2)  Authorize 5,000,000 shares of Preferred Stock.

     Stockholders of record at the close of business on January 31, 2011 (the
"Record Date") are entitled to notice of this stockholder action by written
consent. Stockholders representing a majority of our issued and outstanding
shares of Common Stock have consented in writing to the actions to be taken.
Accordingly, your approval is not required and is not being sought. Moreover,
you will not have dissenters' rights.

     Please read this notice carefully. It describes the increase in the
number of authorized shares of common stock and contains certain related
information. Additional information about the Company is contained in its
current and periodic reports filed with the United States Securities and
Exchange Commission (the "Commission"). These reports, their accompanying
exhibits and other documents filed with the Commission may be inspected
without charge at the Public Reference Section of the Commission at 100 F
Street, N.E., Washington, DC 20549. Copies of such material may also be
obtained from the Commission at prescribed rates. The Commission also
maintains a Web site that contains reports, proxy and information statements
and other information regarding public companies that file reports with the
Commission. Copies of these reports may be obtained from the Commission's
EDGAR archives at http://www.sec.gov/index.htm.

     Absent any comments from the Securities and Exchange Commission
regarding this Information Statement, we expect these corporate actions to
become effective on the 20th day after the mailing of this Information
Statement to our stockholders of record (the "Effective Date").

     The Information Statement is being provided to you for information
purposes only as it relates to our Amendment to the Articles of
Incorporation. Your vote is not required to approve the action. This
Information Statement does not relate to an annual meeting or special meeting
in lieu of an annual meeting. You are not being asked to send a proxy and you
are requested not to send one.

     We are first mailing this statement on February 20, 2011.  We anticipate
that the Amendment to the Articles of Incorporation will become effective on
or after March 14, 2011.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.


Very truly yours,



James B. Wiegand
President


                            INFORMATION STATEMENT


       PURSUANT TO SECTION 14 OF THE SECURITIES AND EXCHANGE ACT OF 1934,
          AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

     This Information Statement is being mailed to inform the stockholders of
action taken without a meeting upon the written consent of the holders of a
majority of the outstanding shares of the common stock of the Company.

                     WE ARE NOT ASKING YOU FOR A PROXY AND
                   YOU ARE REQUESTED NOT TO SEND US A PROXY.

                                    GENERAL

     This Information Statement has been filed with the Securities and
Exchange Commission (the "Commission") and is being furnished to the holders
of the outstanding shares of common stock, no par value (the "Common Stock"),
of Rosewind Corporation, a Colorado corporation (the "Company", "we", "us",
or "our"). The purpose of this Information Statement is to provide notice
under Colorado law and the rules of the Commission that a majority of the
Company's stockholders have, by written consent in lieu of a meeting,
approved the following corporate actions:

     (1)  Amend our Articles of Incorporation to increase the number of
          authorized shares of common stock from 50,000,000 to 300,000,000;
          and

     (2)  Amend our Articles of Incorporation to authorize 5,000,000 shares
          of Preferred Stock.

     The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing.

     As the Board of Directors of the Company (the "Board") and a majority of
the Company's stockholders have already approved of the Amendment to the
Articles of Incorporation by written consent, the Company is not seeking
approval for the Amendment to the Articles of Incorporation from any of the
Company's remaining stockholders, and the Company's remaining stockholders
will not be given an opportunity to vote on the Amendment to the Articles of
Incorporation. All necessary corporate approvals have been obtained, and this
Information Statement is being furnished solely for the purpose of providing
advance notice to the Company's stockholders of the Amendment to the Articles
of Incorporation effecting the increase in the number of authorized shares as
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

         EXPECTED DATE FOR EFFECTING THE INCREASE IN AUTHORIZED SHARES

     Under Section 14(c) of the Exchange Act and Rule 14c-2 promulgated
thereunder, the increase in authorized shares of common stock cannot be
effected until 20 days after the date that the Definitive Information
Statement is sent to the Company's stockholders. This Preliminary Information
Statement is being filed with the Securities and Exchange Commission on the
date hereof. A Definitive Information Statement is being mailed on or about
February 20, 2011 (the "Mailing Date") to the stockholders of the Company as
of the close of business on January 31, 2011 (the "Record Date"). The Company
expects to effect the filing of the Amendment to the Articles of
Incorporation with the Colorado Secretary of State approximately 20 days
after the Mailing Date. The effective date of the Amendment to the Articles
of Incorporation therefore, is expected to be on or after March 14, 2011.

Increase in Authorized Shares of Common Stock

     Our Board of Directors, by written consent dated as of February 7, 2011,
approved increasing the number of our authorized shares of common stock from
50,000,000 to 300,000,000 and authorizing 5,000,000 shares of Preferred
Stock.  Management believes that the current economic environment is
discouraging student bookings of our sailing school, and that we might be
able to increase shareholder value if we were to acquire a profitable
business venture using shares of our common or preferred stock.  We currently
have 4,077,989 shares outstanding.  In order to provide us with more
flexibility if we were to begin negotiating such a transaction, management
believes that it would be in the best interest of the Company and its
shareholders to increase the number of our authorized shares of common stock
from 50,000,000 to 300,000,000 and to authorize 5,000,000 shares of Preferred
Stock.

     Upon the expiration of the 20-day period following mailing of this
Information Statement to our shareholders, we will file an Amendment to the
Articles of Incorporation with the Secretary of State of the State of
Colorado to effect the increase in the number of authorized shares of common
stock and to authorize 5,000,000 shares of Preferred Stock.

                   BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

     The following table lists, as of January 31, 2011, the number of shares
of our common stock beneficially owned by (i) each person or entity known to
us to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each of our officers and directors; and (iii) all of our officers
and directors as a group. Information relating to beneficial ownership of
common stock by our principal stockholders and management is based upon
information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these rules,
a person is deemed to be a beneficial owner of a security if that person has
or shares voting power, which includes the power to vote or direct the voting
of the security, or investment power, which includes the power to vote or
direct the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.

     The percentages below are calculated based on 4,077,989 shares of common
stock which are issued and outstanding. Unless otherwise indicated, the
business address of each such person is c/o Rosewind Corporation, 16200 WCR
18E, Loveland, Colorado 80537.

     Officers, Directors                  Number              Beneficial
     and 5% Stockholders                 of Shares           Ownership (%)
     -------------------                 ---------           -------------

James B. Wiegand                         1,740,654              42.7%

Katherine Gould                            566,110              13.9%

Michael Wiegand                            696,000              17.1%

All directors and executive officers     1,740,654              42.7%
as a group (1 person)


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

     The following table presents all information regarding the compensation
awarded to, earned by, or paid to named executive offices for the fiscal year
ended August 31, 2010 and during the last three fiscal years.

                          SUMMARY COMPENSATION TABLE

                                                Long Term         All Other
                                               Compensation     Compensation
                           Annual Compensation    Awards             ($)
                           --------------------------------------------------
                                                Restricted       Securities
Name and                                          Stock          Underlying
Principal Position   Year   Salary($)  Bonus($)  Awards($)       Options(#)
- -----------------------------------------------------------------------------
James B. Wiegand     2010,     0          0          0               0
President, Secretary 2009
and Director         & 2008


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As of August 31, 2010, the Company has a secured promissory note to the
sole officer and director for $34,783 for working capital.  The loan carries
a 6% interest rate, matures on November 30, 2010 and is secured by the
sailing vessel. Accrued interest payable on the loan totaled $2,609 as of
August 31, 2010.

     For the years ended August 31, 2010 and 2009 the sole officer of the
Company contributed services valued at $2,580 and $2,710, respectively. This
amount has been booked to additional paid in capital.

     Other than as set forth above, none of the following parties has, during
the last two years, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:

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

                          FORWARD-LOOKING STATEMENTS

     This Information Statement includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. You can identify our forward-looking statements by the words
"expects," "projects," "believes," "anticipates," "intends," "plans,"
"predicts," "estimates" and similar expressions.

    The forward-looking statements are based on management's current
expectations, estimates and projections about us. The Company cautions you
that these statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In addition, the
Company has based many of these forward-looking statements on assumptions
about future events that may prove to be inaccurate. Accordingly, actual
outcomes and results may differ materially from what the Company has
expressed or forecast in the forward-looking statements.

     You should rely only on the information the Company has provided in this
Information Statement. The Company has not authorized any person to provide
information other than that provided herein. The Company has not authorized
anyone to provide you with different information. You should not assume that
the information in this Information Statement is accurate as of any date
other than the date on the front of the document.

                          STOCKHOLDER PROPOSALS

     The Company's Board of Directors has not yet determined the date on
which the next annual meeting of stockholders will be held. Any proposal by a
stockholder intended to be presented at the Company's next annual meeting of
stockholders must be received at the Company's offices a reasonable amount of
time prior to the date on which the information or proxy statement for that
meeting is mailed to stockholders in order to be included in the Company's
information or proxy statement relating to that meeting.

                  DELIVERY OF DOCUMENTS AND HOUSEHOLDING

     The Commission has adopted rules that permit companies and
intermediaries such as brokers, to satisfy the delivery requirements for
information statements with respect to two or more securityholders sharing
the same address by delivering a single information statement addressed to
those securityholders. This process, which is commonly referred to as
"householding," provides potentially extra convenience for stockholders, is
environmental friendly, and represents cost savings for companies.

     For this Information Statement, a number of brokers with account holders
who are the Company's stockholders will be "householding" this Information
Statement and the documents incorporated by reference that we are enclosing
with the Information Statement. A single Information Statement will be
delivered to multiple stockholders sharing an address unless contrary
instructions have been received from the effected stockholders. Once you have
received notice from your broker or from the Company that either of them will
be "householding" communications to your address, "householding" will
continue until you are notified otherwise or until you revoke your consent.

     If at any time, you no longer wish to participate in "householding" and
would prefer to receive separate periodic reports, or if you currently
receive multiple copies of the Information Statement or other periodic
reports at your address and would like to request "householding" by the
Company, please notify your broker if your shares are not held directly in
your name. If you own your shares directly rather then through a brokerage
account, you should direct your written request directly to the Corporate
Secretary, Rosewind Corporation, 16200 WCR 18 E, Loveland, Colorado 80537.

By Order of the Board of Directors



James B. Wiegand
President

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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