Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 07, 2021 | |
Details | ||
Registrant CIK | 0000726037 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-12968 | |
Entity Registrant Name | WINDGEN ENERGY, INC. | |
Entity Incorporation, State or Country Code | UT | |
Entity Tax Identification Number | 87-0397815 | |
Entity Address, Address Line One | 8432 E. Shea Blvd., Suite 101 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85260 | |
Entity Address, Address Description | Address of principal executive offices | |
City Area Code | (480) | |
Local Phone Number | 991-9500 | |
Phone Fax Number Description | Registrant’s telephone number, including area code | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 52,206,725 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 0 | $ 0 |
Prepayment | 5,000 | 0 |
Other Assets: | ||
Deposit | 0 | 200 |
TOTAL ASSETS | 5,000 | 200 |
Current Liabilities: | ||
Accounts payable | 15,000 | 27,462 |
Consulting payable to related party | 317,455 | 317,455 |
Notes payable | 144,203 | 116,124 |
Total Current Liabilities | 476,658 | 461,041 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
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 September 30, 2021 and December 31, 2020, (aggregate liquidation preference of $43,504) | 23,644 | 23,644 |
Common Stock, $0.001 par value: 100,000,000 shares authorized, 52,206,725 shares outstanding at September 30, 2021 and December 31, 2020 | 52,207 | 52,207 |
Additional Paid-In Capital | 9,604,316 | 9,604,316 |
Accumulated Deficit | (10,151,825) | (10,141,008) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (471,658) | (460,841) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 5,000 | $ 200 |
CONDENSED BALANCE SHEETS - Pare
CONDENSED BALANCE SHEETS - Parenthetical - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 52,206,725 | 52,206,725 |
Series A Cumulative Convertible Preferred Stock | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% |
Preferred Stock, Par or Stated Value Per Share | $ 4.50 | $ 4.50 |
Preferred Stock, Shares Outstanding | 5,254 | 5,254 |
Preferred Stock, Liquidation Preference, Value | $ 43,504 | $ 43,504 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Details | ||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES | 6,200 | 0 | 6,200 | 0 |
INCOME (LOSS) FROM OPERATIONS | (6,200) | 0 | (6,200) | 0 |
OTHER EXPENSE: | ||||
Interest expense | 1,617 | 2,019 | 4,617 | 6,057 |
NET INCOME (LOSS) | $ (7,817) | $ (2,019) | $ (10,817) | $ (6,057) |
NET INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED): | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Weighted Average Number of Shares Outstanding, Basic | 52,206,725 | 52,206,725 | 52,206,725 | 52,206,725 |
Weighted Average Number of Shares Outstanding, Diluted | 52,214,606 | 52,214,606 | 52,214,606 | 52,214,606 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (7,817) | $ (2,019) | $ (10,817) | $ (6,057) |
Changes in operating assets and liabilities: | ||||
Prepayments | (5,000) | 0 | ||
Accounts payable | 1,200 | 0 | ||
Net cash used in Operating Activities | (14,617) | (6,057) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from notes payable | 14,617 | 6,057 | ||
Net cash provided by Financing Activities | 14,617 | 6,057 | ||
NET INCREASE (DECREASE) IN CASH | 0 | 0 | ||
CASH AT BEGINNING OF PERIOD | 0 | 0 | ||
CASH AT END OF PERIOD | $ 0 | $ 0 | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW: | ||||
Cash paid during the year for interest | 0 | 0 | ||
Cash paid during the year for income taxes | $ 0 | $ 0 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The unaudited condensed financial statements included herein have been prepared by Windgen Energy, Inc. in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the condensed financial statements include all adjustments necessary for a fair presentation of the results of operations for the interim periods. Results for the interim periods are not necessarily indicative of results that may be expected for the year ending December 31, 2021. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Report on Form 10-K for the year ended December 31, 2020. |
NOTE 2 - NATURE OF OPERATIONS
NOTE 2 - NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 2 - NATURE OF OPERATIONS | NOTE 2 - NATURE OF OPERATIONS Nature of Operations WindGen Energy Inc. (the “Company”) intends to acquire technology (the “Technology”) from DASH B.S.T. Ltd, an Israeli entity that has developed next-generation solar energy solutions to underrepresented and/or growing market segments. The Company is currently targeting high-growth agriculture solar market segments for its advanced solar power generation systems (“solar systems”). The Company is prepared for conducting business in multiple locations throughout the United States and possibly Israel. Our business office is located at 8432 East Shea Blvd, #101, Scottsdale, Arizona 85250. Our Technology development office is located at 33 Ozer Haim St, Petah Tiqwa, Israel 4936157 WindGen Energy, Inc. (“WindGen” or the “Company”) was incorporated as a Utah corporation on June 16, 1983 under the name of InMedica Development Corporation. On December 4, 2009, a majority of the Company’s shareholders executed a consent resolution to amend the Company’s Articles of Incorporation to change the Company’s name to WindGen Energy, Inc. (“WindGen” or the “Company”) and to increase the number of authorized common stock shares from 40,000,000 to 100,000,000. A Certificate of Amendment for such amendments was filed by the Company with the Secretary of State of Utah effective on December 16, 2009. The name changes and the new trading symbol, “WGEI,” was approved by FINRA on March 16, 2010. Since January 2009, management has refocused the Company on wind energy devices. On April 17, 2009, we entered into a license agreement (the “License Agreement”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which we were granted the exclusive license to assemble and market WSR’s wind sail receptor energy generation devices using blades of 15 feet or less in length in the United States, Canada, the United Kingdom and Ireland, with nonexclusive rights in the rest of the world except Latin America. Under the License Agreement, we were to acquire 100 blades from WSR during the first year after WSR is able to manufacture the blades. During 2010, the Company issued 1,900,000 shares of the Company’s restricted common stock to WSR in consideration of amending the License Agreement. The proposed amendment to the License Agreement between the Company and WSR was not executed. The reasons are various and include, but are not limited to, finalizing details regarding the need for the Company to be involved in assembly of the wind turbines in various license territories outside the US, final pricing that the units will be sold by WSR to the Company, final terms of the product Warranty to be provided by WSR, and possible additional exclusive territory added to the License. On March 20, 2012, the Company entered into two new agreements with WSR. These two agreements replaced the exclusive sales and distribution License Agreement previously held by the Company. One agreement is a perpetual royalty agreement whereby WSR will pay to the Company a royalty on each Wind Sail Receptor Small Wind Turbine System sold in the United States and Canada. The royalty amounts payable are $250 for three-foot blade diameter units sold, $500 for six-foot blade diameter units sold and $1,500 for twelve-foot blade diameter units sold. A further provision of the new agreement with WSR returns the 1,900,000 restricted shares of the Company’s Common Stock. These shares were canceled on the books and records of the Company reducing the total issued and outstanding shares of the Company’s Common Stock. The second agreement awarded the Company a dealership for the exclusive sale and distribution of the Wind Sail Receptor Small Wind Turbines with a blade diameter not to exceed twelve feet for the United Kingdom and the Republic of Ireland. To date WSR has not sold any of its small wind turbines and the Company has not received any royalties from sales. The two agreements remain in full force and effect. WindGen Energy Inc is currently focused on providing access to solar energy for agriculture greenhouse energy consumers. The Company is prepared for conducting business in multiple locations throughout the United States and possibly Israel. The Company has been involved primarily in organizational activities associated with finalizing the development of the Technology and creating a final marketing plan to sell its solar power systems. The Company intends to developed relationships with selective existing distributors of agriculture greenhouse solar solutions. The Company hopes to leverage these relationships to offer for sale and installation of its unique solar energy solutions. The Company currently has no manufacturing or installation capabilities and will rely upon third-parties for manufacturing and installation of our solar systems. Each sale and installation affiliate will be paid on a project-by-project basis in installments as they complete various phases of the project and reach applicable milestones within each respective distribution agreement. However, we have not yet entered into any specific distribution agreements so therefore we cannot predict exactly what such terms will be or if any if these relationships will produce any revenue. |
NOTE 3 - SIGNIFICANT ACCOUNTING
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Income Taxes Revenue Recognition The Company recognizes revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred, or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. The Company recognizes license and service revenue pursuant to multiple short-term contracts for specific projects. These contracts include certain fixed and variable pricing components. Fixed price components are subject to certain milestones, as defined in the individual contracts, and revenue is recognized once the specific milestone is attained. Variable price components are recognized in the month the Company provides the defined services. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock. At December 31, 2020 and 2019, respectively, there were 52,214,606 potentially dilutive common stock equivalents. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Comprehensive Income There are no components of comprehensive income other than the net loss. Cash Equivalents For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Recently Adopted Accounting Pronouncements In October 2018, the Financial Accounting Standard Board (‘‘FASB’’) issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a fifth U.S. benchmark interest rate for purposes of hedge accounting. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied prospectively for qualifying new or re-designated hedging relationships entered into after December 31, 2018. We adopted the new guidance on December 31, 2018. The adoption did not have an impact on our financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which changes the fair value measurement disclosure requirements of ASC 820. The guidance adds and clarifies certain disclosure requirements for fair value measurements with the objective of improving the effectiveness of disclosures in the notes to financial statements. The adoption did not have an impact on our financial statements. In February 2016, the FASB issued ASC 842, which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASC 842 requires lessees to recognize a lease liability and a ROU asset for virtually all of their leases (other than leases that meet the definition of a short-term lease). ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued several ASUs to clarify and improve certain aspects of the new lease standard including, among many other things, the rate implicit in the lease, lessee reassessment of lease classification, variable payments that depend on an index or rate, methods of transition including an optional transition method to continue recognizing and disclosing leases entered into prior to the adoption date under ASC 840. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors, related to sales taxes and other similar taxes collected from lessees, certain lessor costs paid by lessees to third parties, and related to recognition of variable payments for contracts. On December 31, 2018, we adopted ASC 842 using the optional transitional method for all leases that existed at or commenced before that date. We elected to apply the practical expedients in ASC 842-10-65-1 (f) and (g), and therefore: 1) did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed; 2) did not re-assess initial direct costs for any existing leases; 3) used hindsight for determining the lease term for all leases whereon ASC 842 has been applied; 4) elected to not separate the lease and non-lease components; 5) elected to not apply the recognition and measurement requirements of the new guidance to short-term leases; 6) did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance; 108 The adoption of ASC 842 had a material impact on our balance sheet as the standard requires us to recognize an ROU asset and lease liability on our balance sheet as of December 31, 2018, for all existing leases other than those to which we have applied the short-term lease practical expedient. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. Topic 326 is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. Based on the current composition of our financial instruments, current market conditions, foreseeable and supportable forecasts, and historical credit loss experience, the impact on our financial statements and related disclosures is not expected to be material. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. No material impact is expected on our financial statements and disclosures, upon adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the 109 internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. No material impact is expected on our financial statements and disclosures, upon adoption. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. No material impact is expected on our financial statements and disclosures, upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis to the date of initial application of Topic 606 with early adoption permitted. Although we are evaluating the potential impact of this ASU on our financial statements and disclosures, we are not expecting material impacts. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for us no later than the first quarter of fiscal 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial statements and disclosures. |
NOTE 4 - LIQUIDITY AND GOING CO
NOTE 4 - LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 4 - LIQUIDITY AND GOING CONCERN | NOTE 4 – LIQUIDITY AND GOING CONCERN The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2021, the Company generated negative cash flows from operations of $14,617 and net losses from operations of $10,817. As of September 30, 2021, the Company had an accumulated deficit of $10,151,825 and a working capital deficit of $471,658. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management’s operating plan includes pursuing additional fund raising as well as putting in place all the initial requirements in anticipation of the Company beginning operations and generating revenue in 2021. |
NOTE 5 - NOTES PAYABLE
NOTE 5 - NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 5 - NOTES PAYABLE | NOTE 5 - NOTES PAYABLE In June and September 2011, the Company borrowed $60,000 from a third party (the “10% Note Holder”). The note is past due and carries an interest rate of 10% per annum (the “10% Note”). At September 30, 2021, $60,624 interest was due on the 10% Note. During the quarter ended September 30, 2021, the Company issued notes payable in the amount of $23,462 to third parties (the “6% Note Holders). The note carries an interest rate of 6% per annum. At September 30, 2021, $117 interest was due on these notes. |
NOTE 6 - COMMON STOCK
NOTE 6 - COMMON STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 6 - COMMON STOCK | NOTE 6 - COMMON STOCK The Company is authorized to issue 100,000,000 shares of common stock, $0.001 par value (the “Common Stock”), of which approximately 52,206,725 shares were issued and outstanding on September 30, 2021. All presently outstanding shares are duly authorized, fully-paid and non-assessable. Each share of the Common Stock is entitled to one vote on all matters to be voted on by the shareholders, such as the election of certain directors and other matters that directly impact the rights of the holders of such class. There is no cumulative voting in the election of directors. Holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors out of funds legally available therefore. In the event of any dissolution, winding up or liquidation of the Company, the shares of Common Stock will share ratably in all the funds available for distribution after payment of all debts and obligations. The holders of Common Stock are subject to any rights that may be fixed for holders of preferred stock as designated upon issuance. On December 4, 2009, the Company changed its total authorized common shares from 40,000,000 to 100,000,000 shares. |
NOTE 7 - PREFERRED STOCK
NOTE 7 - PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 7 - PREFERRED STOCK | NOTE 7 - PREFERRED STOCK The Company is authorized to issue 10,000,000 shares of preferred stock. The Company’s board of directors designated 1,000,000 shares of this preferred stock as Series A Cumulative Convertible Preferred Stock (“Series A Preferred”) with a par value of $4.50 per share. Holders of the Series A Preferred receive annual cumulative dividends of 8%, payable quarterly, which dividends are required to be fully paid or set aside before any other dividend on any class or series of stock of the Company is paid. Holders of the Series A Preferred receive no voting rights but do receive a liquidation preference of $4.50 per share, plus accrued and unpaid dividends. Series A Preferred stockholders have the right to convert each share of Series A Preferred to the Company’s common stock at a rate of 1.5 common shares to 1 preferred share. During 2010, the Company completed the conversion of three of the four existing 8% Series A cumulative preferred shareholders by issuing 246,834 of the Company’s restricted common shares at a price of $0.50 per share plus a $5,000 cash payment to each preferred shareholder. The conversion of these preferred shares reduced the dividends payable from $64,309 at December 31, 2009 to $17,969 at December 31, 2010. As of December 31, 2020, the total dividends payable on the remaining shares of Series A cumulative preferred is $0. On January 20, 2020 the Company amended its articles of incorporation in the State of Utah designation from its existing authorized shares of Preferred Stock One Million (1,000.000) shares of non-cumulative Series “B” Preferred Stock, $0.001 par value, issuable at $5.00 per share. To date no shares of the Series “B” Preferred Stock has been issued. |
NOTE 8 - RELATED PARTY TRANSACT
NOTE 8 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 8 - RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS During 2020 and 2019 the Company did not accrue any consulting expenses from officers of the Company. There were no other related party transactions. |
NOTE 9 - UNCERTAIN TAX POSITION
NOTE 9 - UNCERTAIN TAX POSITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 9 - UNCERTAIN TAX POSITIONS | NOTE 9 – UNCERTAIN TAX POSITIONS Effective January 1, 2007, the Company adopted the provisions of ASC 740 (formerly FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” Interest costs related to unrecognized tax benefits are classified as “Interest Expense, Net” in the accompanying statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended December 31, 2020. In many cases the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the Company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2010. |
NOTE 10 - SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 10 - SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the SEC and has determined that there are no such events that warrant disclosure or recognition in the financial statements. |
NOTE 3 - SIGNIFICANT ACCOUNTI_2
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
NOTE 3 - SIGNIFICANT ACCOUNTI_3
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Income Taxes | Income Taxes |
NOTE 3 - SIGNIFICANT ACCOUNTI_4
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred, or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. The Company recognizes license and service revenue pursuant to multiple short-term contracts for specific projects. These contracts include certain fixed and variable pricing components. Fixed price components are subject to certain milestones, as defined in the individual contracts, and revenue is recognized once the specific milestone is attained. Variable price components are recognized in the month the Company provides the defined services. |
NOTE 3 - SIGNIFICANT ACCOUNTI_5
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock. At December 31, 2020 and 2019, respectively, there were 52,214,606 potentially dilutive common stock equivalents. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share. |
NOTE 3 - SIGNIFICANT ACCOUNTI_6
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 3 - SIGNIFICANT ACCOUNTI_7
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Comprehensive Income (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Comprehensive Income | Comprehensive Income There are no components of comprehensive income other than the net loss. |
NOTE 3 - SIGNIFICANT ACCOUNTI_8
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Cash Equivalents (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Cash Equivalents | Cash Equivalents For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
NOTE 3 - SIGNIFICANT ACCOUNTI_9
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. |
NOTE 3 - SIGNIFICANT ACCOUNT_10
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Recently Adopted Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the Financial Accounting Standard Board (‘‘FASB’’) issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a fifth U.S. benchmark interest rate for purposes of hedge accounting. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied prospectively for qualifying new or re-designated hedging relationships entered into after December 31, 2018. We adopted the new guidance on December 31, 2018. The adoption did not have an impact on our financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which changes the fair value measurement disclosure requirements of ASC 820. The guidance adds and clarifies certain disclosure requirements for fair value measurements with the objective of improving the effectiveness of disclosures in the notes to financial statements. The adoption did not have an impact on our financial statements. In February 2016, the FASB issued ASC 842, which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASC 842 requires lessees to recognize a lease liability and a ROU asset for virtually all of their leases (other than leases that meet the definition of a short-term lease). ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued several ASUs to clarify and improve certain aspects of the new lease standard including, among many other things, the rate implicit in the lease, lessee reassessment of lease classification, variable payments that depend on an index or rate, methods of transition including an optional transition method to continue recognizing and disclosing leases entered into prior to the adoption date under ASC 840. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors, related to sales taxes and other similar taxes collected from lessees, certain lessor costs paid by lessees to third parties, and related to recognition of variable payments for contracts. On December 31, 2018, we adopted ASC 842 using the optional transitional method for all leases that existed at or commenced before that date. We elected to apply the practical expedients in ASC 842-10-65-1 (f) and (g), and therefore: 1) did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed; 2) did not re-assess initial direct costs for any existing leases; 3) used hindsight for determining the lease term for all leases whereon ASC 842 has been applied; 4) elected to not separate the lease and non-lease components; 5) elected to not apply the recognition and measurement requirements of the new guidance to short-term leases; 6) did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance; 108 The adoption of ASC 842 had a material impact on our balance sheet as the standard requires us to recognize an ROU asset and lease liability on our balance sheet as of December 31, 2018, for all existing leases other than those to which we have applied the short-term lease practical expedient. |
NOTE 3 - SIGNIFICANT ACCOUNT_11
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements Not Yet Adopted (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. Topic 326 is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. Based on the current composition of our financial instruments, current market conditions, foreseeable and supportable forecasts, and historical credit loss experience, the impact on our financial statements and related disclosures is not expected to be material. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. No material impact is expected on our financial statements and disclosures, upon adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the 109 internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. No material impact is expected on our financial statements and disclosures, upon adoption. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. No material impact is expected on our financial statements and disclosures, upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis to the date of initial application of Topic 606 with early adoption permitted. Although we are evaluating the potential impact of this ASU on our financial statements and disclosures, we are not expecting material impacts. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for us no later than the first quarter of fiscal 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial statements and disclosures. |
NOTE 2 - NATURE OF OPERATIONS (
NOTE 2 - NATURE OF OPERATIONS (Details) - shares | Mar. 20, 2012 | Apr. 17, 2009 | Dec. 31, 2010 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 04, 2009 | Dec. 03, 2009 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 40,000,000 | |||
License Agreement with Wind Sail Receptor, Inc (WSR) | |||||||
Agreement terms | On April 17, 2009, we entered into a license agreement (the “License Agreement”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which we were granted the exclusive license to assemble and market WSR’s wind sail receptor energy generation devices using blades of 15 feet or less in length in the United States, Canada, the United Kingdom and Ireland, with nonexclusive rights in the rest of the world except Latin America. Under the License Agreement, we were to acquire 100 blades from WSR during the first year after WSR is able to manufacture the blades. | During 2010, the Company issued 1,900,000 shares of the Company’s restricted common stock to WSR in consideration of amending the License Agreement. The proposed amendment to the License Agreement between the Company and WSR was not executed. The reasons are various and include, but are not limited to, finalizing details regarding the need for the Company to be involved in assembly of the wind turbines in various license territories outside the US, final pricing that the units will be sold by WSR to the Company, final terms of the product Warranty to be provided by WSR, and possible additional exclusive territory added to the License. | |||||
License Agreement with Wind Sail Receptor, Inc (WSR) | Restricted Stock | Common Stock | |||||||
Stock Issued During Period, Shares, Other | 1,900,000 | ||||||
Stock Repurchased and Retired During Period, Shares | 1,900,000 | ||||||
Perpetual Royalty Agreement with Wind Sail Receptor, Inc (WSR) | |||||||
Agreement terms | One agreement is a perpetual royalty agreement whereby WSR will pay to the Company a royalty on each Wind Sail Receptor Small Wind Turbine System sold in the United States and Canada. The royalty amounts payable are $250 for three-foot blade diameter units sold, $500 for six-foot blade diameter units sold and $1,500 for twelve-foot blade diameter units sold. | ||||||
Dealership Agreement with Wind Sail Receptor, Inc (WSR) | |||||||
Agreement terms | The second agreement awarded the Company a dealership for the exclusive sale and distribution of the Wind Sail Receptor Small Wind Turbines with a blade diameter not to exceed twelve feet for the United Kingdom and the Republic of Ireland. |
NOTE 3 - SIGNIFICANT ACCOUNT_12
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||||
Weighted Average Number of Shares Outstanding, Diluted | 52,214,606 | 52,214,606 | 52,214,606 | 52,214,606 | 52,214,606 | 52,214,606 |
NOTE 4 - LIQUIDITY AND GOING _2
NOTE 4 - LIQUIDITY AND GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Details | |||||
Net cash used in Operating Activities | $ 14,617 | $ 6,057 | |||
Net Loss | $ 7,817 | $ 2,019 | 10,817 | $ 6,057 | |
Accumulated Deficit | 10,151,825 | 10,151,825 | $ 10,141,008 | ||
Working capital deficit | $ 471,658 | $ 471,658 |
NOTE 5 - NOTES PAYABLE (Details
NOTE 5 - NOTES PAYABLE (Details) - USD ($) | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2011 | Sep. 30, 2021 | Sep. 30, 2020 | |
Proceeds from notes payable | $ 14,617 | $ 6,057 | |
Notes Payable | Third Party - 10% Note Holder | |||
Proceeds from notes payable | $ 60,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Interest Payable, Current | $ 60,624 | ||
Notes Payable | Third Parties - 6% Note Holders | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Interest Payable, Current | $ 117 | ||
Debt Instrument, Face Amount | $ 23,462 |
NOTE 6 - COMMON STOCK (Details)
NOTE 6 - COMMON STOCK (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 04, 2009 | Dec. 03, 2009 | |
Details | ||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 40,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Issued | 52,206,725 | |||
Common Stock, Shares, Outstanding | 52,206,725 | 52,206,725 | ||
Common Stock, Voting Rights | Each share of the Common Stock is entitled to one vote on all matters to be voted on by the shareholders, such as the election of certain directors and other matters that directly impact the rights of the holders of such class. There is no cumulative voting in the election of directors. |
NOTE 7 - PREFERRED STOCK (Detai
NOTE 7 - PREFERRED STOCK (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2010 | Jan. 20, 2020 | Dec. 31, 2009 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||
Restricted Stock | Common Stock | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 246,834 | ||||
Shares Issued, Price Per Share | $ 0.50 | ||||
Series A Cumulative Convertible Preferred Stock | |||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 4.50 | $ 4.50 | |||
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% | 8.00% | ||
Preferred Stock, Dividend Payment Terms | payable quarterly, which dividends are required to be fully paid or set aside before any other dividend on any class or series of stock of the Company is paid. | ||||
Preferred Stock, Voting Rights | Holders of the Series A Preferred receive no voting rights | ||||
Preferred Stock, Liquidation Preference Per Share | $ 4.50 | ||||
Preferred Stock, Conversion Basis | Series A Preferred stockholders have the right to convert each share of Series A Preferred to the Company’s common stock at a rate of 1.5 common shares to 1 preferred share. | ||||
Cash paid to each preferred shareholder | $ 5,000 | ||||
Dividends Payable, Current | $ 0 | $ 17,969 | $ 64,309 | ||
Non-Cumulative Series B Preferred Stock | |||||
Preferred Stock, Shares Authorized | 1,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Share Price | $ 5 |
NOTE 9 - UNCERTAIN TAX POSITI_2
NOTE 9 - UNCERTAIN TAX POSITIONS (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Details | |
Unrecognized Tax Benefits | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 |