AYTU 10-K Fiscal year ended Aug. 31, 2014

COLORADO	47-0883144
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
16200 WCR 18E, Loveland, Colorado	80537
(Address of principal executive offices)	(Zip code)

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

PART I	Page
Item 1.    Description of Business	3
Item 2.    Description of Property	10
Item 3.    Legal Proceedings	10
Item 4.    Submission of Matters to a Vote of Security Holders	10
PART II
Item 5.    Market for Common Equity and Related Stockholder Matters	11
Item 6.    Not Applicable	12
Item 7.    Management's Discussion and Analysis or Plan of Operation	12
Item 8.    Financial Statements	15
Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	25
Item 9A. Controls and Procedures	28
Item 9B. Other Information	28
PART III
Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	34
Item 11.  Executive Compensation	34
Item 12.  Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters	36
Item 13.  Certain Relationships and Related Transactions	32
Item 14.  Principal Accountant Fees and Services	32
Item 15.  Exhibits, Financial Statements, Schedules	32

Ÿ	Marine Environment and Safety at Sea
Ÿ	Life Rafts and Ditch Bags
Ÿ	Medical Preparedness and First Aid
Ÿ	Features of Offshore Capable Vessels
Ÿ	Rigging and Deck Gear
Ÿ	Tools, Mechanical and Electrical Skills
Ÿ	Sails, Rope work and Sewing
Ÿ	Sail Handling
Ÿ	12 Volt Electrical Systems
Ÿ	Boat Electronics, Instruments, Radio and Radar
Ÿ	Auxiliary Diesel Maintenance and Repair
Ÿ	Heavy Weather Seamanship
Ÿ	Weather, Pilot Charts and Navigation
Ÿ	Passagemaking
Ÿ	Boat Maintenance, Provisioning and Waste Disposal
Ÿ	Ships Papers, Zarpes and Permits

Vessel Name	Six String
Hailing Port	Loveland, Colorado
Make/Model	Jason 35 Cutter
Type	Aft cockpit, cutter rigged sailing vessel
Navigation Limits	Suitable for recreational costal and offshore service
Current Fair market Value	$43,000 to $47,000
Replacement Value as Equipped	$320,000
Model Year	Hull constructed 1982 with launch date in 1986
Builder	Custom Yacht Builders, Ontario, Canada
HIN Number	Canadian Issued: 0781B3401
Official Number	Federal Documentation 1092461
Aux. Propulsion	Yanmar Deisel-new in 2005
Hull/Deck Color	White (hull topsides repainted orange in 2012)
LOA	34 feet 6 inches
LWL	27 feet 4 inches
Beam	11 feet 2 inches
Draft	5 feet
Displacement	16,800 pounds dry weight
Sail Area	634 square feet, Cutter rigged

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

1.	General and administrative expenses decreased by $7,564, or 25%, to $22,340 for the year ended August 31, 2014 from $29,904 for the prior year ended August 31, 2013. This is attributable to two factors: decrease in costs incurred to maintain and upgrade our training vessel; decrease in management and travel expense.
2.	Professional fees increased by $13,179 or 73% to $31,259 for the year ended August 31, 2014 from $18,080 for the prior year ended August 31, 2013. This is attributable to an increase in consulting fees incurred in the process of the Company searching for a merger candidate.  Also there was an increase in audit and accounting fees over prior year.
3.	Revenue was $1,000 and $1,750 for the year ended August 31, 2014 and 2013, respectively.  There was revenue from one training voyage from sailing school operations during each of the last two years.  We believe student revenue has been negatively impacted by the impaired US economy.

Report of Independent Registered Public Accounting Firm	20
Balance Sheets	21
Statements of Operations	22
Statements of Shareholders' Equity (Deficit)	23
Statements of Cash Flows	24
Notes to the Financial Statements	25

		August 31,				August 31,
		2014				2013
Assets
Current Assets:
Cash		$	2,315			$	1,862
Prepaid asset			171				—
Total current assets			2,486				1,862
Property and equipment, net			2,739				7,519
Other Assets:
Security deposit			288				288
Total assets		$	5,513			$	9,669
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Accounts payable		$	310			$	6,842
Accrued liabilities			1,600				800
Accrued interest payable, related party			17,607				13,373
Loans payable to related party			30,985				99,510
Total current liabilities			50,502				120,525
Shareholders' equity (deficit):
Preferred stock, no par value; 5,000,000 shares authorized,
no shares issued and outstanding			—				—
Common stock, no par value; 300,000,000 shares authorized,
5,735,402 and 4,897,402 shares issued and outstanding, respectively			539,727				414,027
Common stock subscription			—				3,000
Additional paid-in capital			45,711				40,821
Accumulated deficit			(630,427	)			(568,704	)
Total shareholders' equity (deficit)			(44,989	)			(110,856	)
Total liabilities and shareholders' equity (deficit)		$	5,513			$	9,669

		For the Year Ended
		August 31,
		2014				2013
Revenue		$	1,000			$	1,750
Operating expenses:
Professional fees			31,259				18,080
Contributed services, related party (Note 2)			4,890				6,180
General and administrative			22,340				29,904
Total operating expenses			58,489				54,164
Loss from operations			(57,489	)			(52,414	)
Other Income (Expense)
Other income			—				—
Interest expense			(4,234	)			(4,904	)
Total other expenses			(4,234	)			(4,904	)
Net loss		$	(61,723	)		$	(57,318	)
Basic and diluted loss per share		$	(0.01	)		$	(0.01	)
Basic and diluted weighted average
common shares outstanding			5,273,144				4,884,500

		For the Year Ended
		August 31,
		2014				2013
Cash flows from operating activities:
Net loss		$	(61,723	)		$	(57,318	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation expense			4,780				4,942
Contributed capital to fund expenses			4,890				6,180
Common stock issued for services			15,000				2,000
Changes in operating assets and liabilities:
(Increase) decrease in prepaid services			(171	)			77
(Increase) decrease in security deposits			—				(288	)
Increase (decrease) in accounts payable
and accrued liabilities			(1,498	)			6,703
Net cash used in
operating activities			(38,722	)			(37,704	)
Cash flows from investing activities:
Cash paid for fixed assets			—				—
Net cash used in
investing activities			—				—
Cash flows from financing activities:
Common stock issued for cash			17,700				5,000
Proceeds from related party loans			26,475				31,457
Common stock subscription			—				3,000
Payments on related party loans			(5,000)				—
Net cash provided by
financing activities			39,175				39,457
Net change in cash			453				1,753
Cash, beginning of period			1,862				109
Cash, end of period		$	2,315			$	1,862
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes.		$	—			$	—
Interest		$	—			$	—
NON CASH INVESTING AND FINANCING ACTIVITIES:

		2014				2013
Deferred tax assets:
NOL Carryover		$	186,400			$	172,100
Related Party Accruals			6,700				5,100
Valuation allowance			(193,100	)			(177,200	)
Net deferred tax asset		$	-			$	-

		2014				2013
Book Loss		$	(23,500	)		$	(21,800	)
Contributed Services			1,900				2,300
Stock Issued for Services			5,700				800
Meals and Entertainment			—				400
Related Party Accruals			1,600				1,900
State Taxes			(600)				(300)
Valuation allowance			14,900				16,700
		$	-			$	-

		2014				2013
Loss (numerator)		$	(61,723	)		$	(57,318	)
Shares (denominator)			5,735,402				4,884,500
Net loss per common share – basic and diluted		$	(0.01	)		$	(0.01	)

		2014				2013
Sailing vessel		$	65,870			$	65,870
Accumulated depreciation			(63,131	)			(58,351	)
Total fixed assets		$	2,739			$	7,519

i.	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.	provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our  consolidated financial statements in  accordance with U. S. generally accepted accounting principles, and  that our receipts and expenditures are being made only in accordance with  authorizations of our management and directors; and
iii.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

NAME	POSITION	AGE
James B. Wiegand	President, Chief Financial Officer, Secretary and Director	68

Annual Compensation

Long Term Compensation

All Other Compensation ($)

Awards

Securities

Name and

Restricted Stock

Underlying

Principal Position

Year

Salary ($)

Bonus ($)

Awards ($)

Options (#)

James B. Wiegand

2014

0

0

0

0

President, Secretary and Director

2013

0

0

0

OFFICERS, DIRECTORS	NUMBER	BENEFICIAL
AND 5% SHAREHOLDERS	OF SHARES	OWNERSHIP (%)
James B. Wiegand	2,340,659 (1)*	40.8%
Katherine Gould	566,000 (2)	9.8%
Michael Wiegand	1,046,000 (3)	18.2%
All directors and executive officers as a group (1 person)	2,340,659*	40.8%

●	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.

Exhibit No.	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2004
101	XBRL Exhibits

	ROSEWIND CORPORATION ( Registrant)
DATE:    November 26, 2014	By:	/s/ James B. Wiegand
		James B. Wiegand President, Sole Director and Chief Financial Officer