UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~June~~September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to __________

Commission file number 0-12968

WINDGEN ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Utah

87-0397815

(State or another jurisdiction of

incorporation or organization)

(Primary standard industrial

classification code number)

(IRS employer

identification number)

8432 E. Shea Blvd., Suite 101

Scottsdale, Arizona 85260

(Address of principal executive offices)

(480) 991-9500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Tile of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [ X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ X]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	☒
		Emerging Growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~August~~September 830, 2022 is 52,206,725 shares.

WINDGEN ENERGY, INC.

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1415
Item 4.	Controls and Procedures	1415
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	1617
Item 1A.	Risk Factors	1617
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1617
Item 3.	Defaults Upon Senior Securities	1617
Item 4.	Mine Safety Disclosures	1617
Item 5.	Other Information	1617
Item 6.	Exhibits	1617
Signature		1718

WINDGEN ENERGY, INC.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements
INDEX TO UNAUDITED FINANCIAL STATEMENTS	PAGE
Condensed Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021	4
Condensed Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021	4
Condensed Statements of Operations for the three- and six-months period ended June 30, 2022 and 2021 (Unaudited)	5
Condensed Statements of Operations for the three- and nine-months period ended September 30, 2022 and 2021 (Unaudited)	5
Condensed Statements of Cash Flows for the six months period ended June 30, 2022 and 2021 (Unaudited)	6
Condensed Statements of Cash Flows for the nine months period ended September 30, 2022 and 2021 (Unaudited)	6
Notes to Financial Statements (Unaudited)	7

WINDGEN ENERGY, INC.
CONDENSED BALANCE SHEETS
		June 30,2022		December 31,2021
		September 30, 2022		December 31, 2021
		(Unaudited)
ASSETS
Current Assets:
Cash	$	-	$	-
Prepayment		5,000		5,000
TOTAL ASSETS	$	5,000	$	5,000
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	1317,~~243~~593	$	750
Consulting payable to related party		317,455		317,455
Notes payable		6768,~~156~~129		46,493
Total Current Liabilities		~~397~~403,~~854~~177		364,698
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 June 30, 2022 and December 31, 2021, (aggregate liquidation preference of $43,504)		23,644		23,644
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, 2022 and December 31, 2021, (aggregate liquidation preference of $43,504)		23,644		23,644
Preferred Stock, 1,000,000 shares authorized; Series B non-cumulative preferred stock, $0.001 par value, issuable at $5.00 per share, no shares outstanding at June 30, 2022 and December 31, 2021		-		-
Preferred Stock, 1,000,000 shares authorized; Series B non-cumulative preferred stock, $0.001 par value, issuable at $5.00 per share, no shares outstanding at September 30, 2022 and December 31, 2021		-		-
Common Stock, $0.001 par value: 100,000,000 shares authorized, 52,206,725 shares outstanding at June 30, 2022 and December 31, 2021		52,207		52,207
Common Stock, $0.001 par value: 100,000,000 shares authorized, 52,206,725 shares outstanding at September 30, 2022 and December 31, 2021		52,207		52,207
Additional Paid-In Capital		9,604,316		9,604,316
Stock Subscription Receivable		-		-
Accumulated Deficit		(10,~~073~~078,~~021~~344)		(10,039,865)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(~~392~~398,~~854~~177)		(359,698)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,000	$	5,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	5,000	$	5,000
The accompanying notes are an integral part of these financial statements.

WINDGEN ENERGY, INC.
STATEMENTS OF OPERATIONS (Unaudited)
CONDENSED STATEMENTS OF OPERATIONS
		For The Three Months Ended June 30,				For The Six Months Ended June 30,
		(Unaudited)				(Unaudited)
		2022		2021		2022		2021
		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
REVENUES	$	-	$	-	$	-	$	-
		2022		2021		2022		2021
OPERATING EXPENSES		4,350		-		31,443		-
REVENUES	$	-	$	-	$	-	$	-
INCOME (LOSS) FROM OPERATIONS		(4,350)		-		(31,443)		-
OPERATING EXPENSES		4,350		6,200		35,793		6,200
OTHER EXPENSE:
INCOME (LOSS) FROM OPERATIONS		(4,350)		(6,200)		(35,793)		(6,200)
Interest expense		944		1,500		1,713		3,000
OTHER EXPENSE:
Net Loss	$	(5,294)	$	(1,500)	$	(33,156)	$	(3,000)
Interest expense		973		1,617		2,686		4,617
NET INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED):		$0.00		$0.00		$0.00		$0.00
NET INCOME (LOSS)	$	(5,323)	$	(7,817)	$	(38,479)	$	(10,817)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
NET INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED):		(0.00)		(0.00)		(0.00)		(0.00)
BASIC		52,206,725		52,206,725		52,206,725		52,206,725
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
DILUTED		52,214,606		52,214,606		52,214,606		52,214,606
BASIC		52,206,725		52,206,725		52,206,725		52,206,725
The accompanying notes are an integral part of these financial statements.
DILUTED		52,214,606		52,214,606		52,214,606		52,214,606
The accompanying notes are an integral part of these financial statements.

WINDGEN ENERGY, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
CONDENSED STATEMENTS OF CASH FLOWS
		For The Six Months Ended June 30,
		(Unaudited)
		2022		2021
		For the Nine Months Ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
		2022		2021
Net Loss	$	(33,156)	$	(3,000)
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net loss to net cash used in operating activities:
Net Loss	$	(38,479)	$	(10,817)
Changes in operating assets and liabilities:
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable		12,493		-
Changes in operating assets and liabilities:
Net cash used in Operating Activities		(20,663)		(3,000)
Prepayments		-		(5,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Accounts payable		16,843		1,200
Proceeds from notes payable		20,663		3,000
Net cash used in Operating Activities		(21,636)		(14,617)
Net cash provided by Financing Activities		20,663		3,000
CASH FLOWS FROM FINANCING ACTIVITIES:
NET INCREASE (DECREASE) IN CASH		-		-
Proceeds from notes payable		21,636		14,617
CASH AT BEGINNING OF PERIOD		-		-
Net cash provided by Financing Activities		21,636		14,617
CASH AT END OF PERIOD		-		-
NET INCREASE (DECREASE) IN CASH		-		-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
CASH AT BEGINNING OF PERIOD		-		-
Cash paid during the year for interest	$	-	$	-
CASH AT END OF PERIOD		-		-
Cash paid during the year for income taxes	$	-	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
The accompanying notes are an integral part of these financial statements.
Cash paid during the year for interest	$	-	$	-
Cash paid during the year for income taxes	$	-	$	-
The accompanying notes are an integral part of these financial statements.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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 ~~expected~~year ~~period~~ending ~~ended~~December ~~June 30~~31, 2022. 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, 2021.

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 85260. 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(the ~~currently~~“Company”) ~~focused~~no onlonger ~~providing~~will ~~access~~acquire totechnology ~~solar~~(the ~~energy~~“Technology”) ~~for~~from ~~agriculture~~DASH ~~greenhouse~~B.S.T. ~~energy~~Ltd, ~~consumers.~~an ~~The~~Israeli ~~Company~~entity isthat ~~prepared~~has ~~for~~developed ~~conducting~~next-generation ~~business~~solar inenergy ~~multiple~~solutions ~~locations~~to ~~throughout~~underrepresented ~~the~~and/or ~~United~~growing ~~States~~market ~~and~~segments ~~possibly~~involving ~~Israel.~~agriculture greenhouses.

The Company has ~~been~~now ~~involved~~turned ~~primarily~~its infocus ~~organizational~~to ~~activities~~pursuing ~~associated~~natural ~~with~~food ~~finalizing~~supplements ~~the~~related ~~development of the Technology and creating a final marketing plan~~ to ~~sell~~diabetes. ~~its~~Funding ~~solar~~is ~~power~~currently ~~systems.~~being ~~The~~sought ~~Company~~in ~~intends~~order to ~~developed~~conduct ~~relationships~~tests ~~with~~on ~~selective~~the ~~existing~~various ~~distributors~~components ofthat ~~agriculture~~make ~~greenhouse~~up ~~solar~~the ~~solutions~~supplement formulation. ~~The~~In ~~Company~~the ~~hopes~~event tothe ~~leverage~~test ~~these~~results ~~relationships~~support tocertain ~~offer~~objectives ~~for~~then ~~sale~~the ~~and~~company ~~installation~~will ofbegin ~~its~~limited ~~unique~~initial ~~solar~~clinical ~~energy~~trials ~~solutions.~~in Israel.

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 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

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary difference between the financial statements and tax bases of assets and liability using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will be realized. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740 10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company accounts for federal income taxes based on the provisions promulgated by the Internal Revenue Service, which has a statute of limitation of three years. It also accounts for state income taxes based on the provisions promulgated by the state of Wyoming. As of the Company's has not yet filed a tax return, the Company has no net operating loss (NOL) for which it may receive future tax income tax benefit.

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 ~~June~~September 30, 2022 there were 7881 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

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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. For the period ended ~~June~~September 30, 2022, the Company generated negative cash flows from operations of $2021,~~663~~636 and net losses from operations of $3338,~~156~~479. As of ~~June~~September 30, 2022, the Company had an accumulated deficit of $10,~~073~~078,~~021~~344 and a working capital deficit of $~~392~~398,~~854~~177. 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 2022.

NOTE 5 - NOTES PAYABLE

As of ~~June~~September 30, 2022, the Company borrowed $6768,~~156~~129 from third parties (the “6% Notes”). The notes carry an interest rate of 6% per annum (the “6% Notes”). At ~~June~~September 30, 2022, $13,~~796~~149 interest was due on the 6% ~~Notes~~.

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 ~~June~~September 30, 2022. 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.

During 2022 and 2021 there were no shares of the Company’s Common Stock were issued. The last time the Company issued shares of its Common Stock was on February 8, 2012, the Company issued 500,000 shares of restricted common stock to Wakabayashi Fund LLC of Tokyo, Japan.

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 June 30, 2022, the total dividends payable on the remaining shares of Series A cumulative preferred is $0.10

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 September 30, 2022, 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 TRANSACTIONS

During 2022 and 2021 the Company did not accrue any consulting expenses from officers of the Company. There were no other related party transactions. Consulting payable is due to an officer of the Company. As of ~~June~~September 30, 2022 the consulting payable balance was $317,455. This liability is non-interest bearing and there is no due date.

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”). ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of ASC 740 did not have a material impact on the Company’s condensed financial position and results of operations. At ~~June~~September 30, 2022, the Company had no liability for unrecognized tax benefits and no accrual for the payment of related interest. Due to the complexity and uncertainty associated with our tax positions, we cannot make a reasonably reliable estimate of the period in which cash settlement, if any, would be made for our liabilities associated with uncertain tax positions in Other long-term liabilities.

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 period ended ~~June~~September 30, 2022. 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

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.

1011

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Plan of Operations (“MD&A”) is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

General

As WindGen ofEnergy Inc. (the ~~date~~“Company”) ofno ~~this~~longer ~~10-Q~~will weacquire ~~have been conducting primarily organizational activities and have identified a solar energy~~ technology ~~for~~ (the ~~agriculture~~“Technology”) ~~greenhouse~~from ~~market segment for potential acquisition. We have entered into a binding letter of intent with a~~ DASH B.S.T. Ltd, ~~for~~an ~~the~~Israeli ~~acquisition~~entity ~~for~~that ~~its~~has ~~proprietary~~developed next-generation solar energy ~~technology~~solutions ~~creating~~to aunderrepresented ~~reasonable~~and/or ~~probability~~growing ~~that~~market wesegments ~~will~~involving ~~acquire~~agriculture ~~a specific asset~~greenhouses.

The Company has now turned its focus to pursuing natural food supplements related to diabetes. Funding is currently being sought in order to conduct tests on the various components that make up the supplement formulation. In the event the test results support certain objectives then the company will begin limited initial clinical trials in Israel.

Results of Operations

As of the date of this ~~registration~~filing ~~statement,~~ the Company has not been ~~involved~~successful ~~primarily~~ in its organizational activities associated with finalizing the development of the Technology and creating a final marketing plan to sell its solar power systems. ~~The~~associated ~~Company intends to develop relationships~~ with ~~selective existing distributors of~~ agriculture ~~greenhouse~~greenhouses ~~solar~~and ~~solutions.~~has ~~The~~abandoned ~~Company hopes to leverage~~ these ~~relationships to offer for sale and installation of its unique solar energy solutions~~activities. We are focused on providing access to solar energy to agriculture greenhouse energy consumers. The Company is prepared for conducting business in multiple locations throughout the United States and possibly Israel.

Our management is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions, affecting our targeted business, the marketing and selling of alternative energy in the form of solar energy systems for the agriculture greenhouse market segment or the solar energy industry and agriculture generally, that may be reasonably anticipated to have a material impact on either our capital resources, or the revenues or incomes to be derived from the operation of our assets. To effectively fund our business plan, we will need to raise additional capital. However, there can be no assurance that the Company will be able to raise sufficient capital on terms acceptable to the Company to complete any or all of these projects. We have also expended human capital and energy, as well as financial resources on identifying and sourcing future energy-related projects, in accordance with our business model.

Plan of Operations

~~Upon~~The ~~completion~~Company ofhas ~~the~~now ~~development~~turned ofits ~~the~~focus ~~solar~~to ~~energy~~pursuing ~~technology~~natural ~~the~~food ~~Company~~supplements ~~plans~~related to ~~continue~~diabetes. toFunding ~~marketing~~is ~~its~~currently ~~renewable~~being ~~energy~~sought ~~generation~~in ~~systems,~~order ~~focusing~~to onconduct ~~solar~~tests ~~resources,~~on asthe avarious ~~replacement~~components ofthat ~~fossil~~make ~~fuel~~up ~~energy~~the ~~generation~~supplement ~~equipment~~formulation. In the event the test results support certain objectives then the company will begin limited initial clinical trials in Israel. In the next ~~twelve~~12 months we intend to ~~focus~~conduct onmultiple ~~finalizing~~clinical trials and after analyzing the ~~acquisition~~results of athese trials it will finalize the proprietary ~~solar~~formulation ~~energy~~of ~~technology~~a natural food supplement as well as ~~completing~~ the development ~~of said technology,~~ and ~~develop and~~ implement a marketing strategy for the ~~sake~~sale and distribution ~~and~~of ~~installation~~the natural food supplement. The company has identified a number of ~~solar~~sources ~~energy~~both ~~products~~in the United States and Israel for the ~~agriculture~~encapsulation ~~greenhouse~~and ~~market~~packaging ~~segment.~~of the natural food supplement.

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We currently lack the funding to complete the development of the ~~solar~~natural ~~energy~~food ~~technology~~supplement. To effectively fund our business plan, we will need to raise additional capital in the form of equity, debt or a combination thereof. We have historically raised operating capital through the sale of our securities or debt. However, there can be no assurance that the Company will be able to raise sufficient capital on terms acceptable to the Company to complete any or all of these projects.

During the ~~3rd~~4th quarter of 2022, we will require approximately $~~750~~500,000 to complete the ~~development~~testing of the ~~solar~~natural ~~energy~~food ~~technology,~~supplement ~~develop its marketing plan,~~ and ~~the~~begin ~~general~~limited ~~operating~~initial ~~overhead~~clinical ~~of the Company~~trials. However, there can be no assurance that the Company will be able to raise these funds or that it will be able to do so on terms that are favorable to the Company.

During the ~~4th~~1st quarter of ~~2022~~2023, providing the Company has completed the ~~development~~limited initial trials it will finalize a proprietary formulation of the ~~solar~~natural ~~energy~~food ~~technology,~~supplement and the n implement more comprehensive clinical trials. Assuming successful results from the final round of clinical trials the Company expects to commence the implementation of its marketing plan in order to achieve revenue generating operations during the 4th quarter of 2023. The Company anticipates it will be required to raise additional capital through the sale of its securities or debt in ~~order to expand~~ the ~~sales,~~amount ~~distribution and installation~~ of ~~its solar energy products for the agriculture greenhouse market~~$2,500,000. However, there can be no assurance that the Company will be able to raise these funds or that it will be able to do so on terms that are favorable to the Company.

The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, the ~~pace~~success of ~~the~~clinical ~~sale~~trials, ~~and~~the ~~installation~~cost of ~~each~~manufacturing ~~solar energy system, conditions in~~ the ~~markets for the services required to complete solar energy systems~~supplements, changes in or revisions to our marketing strategies, as well as any applicable legal or regulatory changes which may occur.

If we are unable to raise capital for the sale of our securities or other financing activities that we believe are needed to fund our business plan, we may be required to scale back our development plans by reducing expenditures for employees, consultants, business development and marketing efforts, and other envisioned expenditures. This could ~~reduce our ability to complete existing solar energy system projects or initiate new ones, or~~ require us to seek further funding earlier, or on less favorable terms, than if we had raised the full amount of the ~~offering~~previous capital formation.

If management is unable to implement its proposed business plan or employ alternative financing strategies, it does not presently have any alternative proposals.

We cannot assure you that ~~our~~the ~~solar~~development ~~energy~~of ~~systems~~a proprietary natural food supplement will be completed in a timely manner or at all, that we will ever earn revenues sufficient to support our operations or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease our operations.

Results of Operations

Overview for the three months ended ~~June~~September 30, 2022 and 2021

Lack of Revenues

We have limited operational history. For the three months ended ~~June~~September 30, 2022 and 2021 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Operating Expenses

The Company’s operating expenses for the three months ended ~~June~~September 30, 2022 and 2021 were $4,350 and $06,200 respectively.

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Net Loss

During the three months ended ~~June~~September 3130, 2022 and 2021 the Company incurred a net losses of $5,~~294~~323 and $17,~~500~~817 respectively.

Overview for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021

Lack of Revenues

We have limited operational history. For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Operating Expenses

The Company’s operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 were $3135,~~443~~793 and $06,200, respectively.

Net Loss

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 the Company incurred a net losses of $3338,~~156~~479 and $310,~~000~~817, respectively.

As of ~~June~~September 30, 2022, the Company had an accumulated deficit of $10,~~073~~078,~~021~~344.

Liquidity and Capital Resources

As of ~~June~~September 30, 2022, the company had $5,000 in total assets. These assets are in the form of a prepayment of $5,000. As of ~~June~~September 30, 2021 the company had $~~397~~403,~~854~~177 in liabilities and an accumulated deficit of $10,~~073~~078,~~021~~344. As of December 31, 2021, the company had $5,000 in total assets in the form of a prepayment of $5,000. As of December 31, 2021, the company had $364,698 in liabilities and an accumulated deficit of $10,039,865.

Net cash used in operating activities for the ~~six~~nine months period ended ~~June~~September 30, 2022 and 2021 was $2021,~~663~~636 and $314,~~000~~617, respectively. Cash flows provided from financing activities for the ~~six~~nine months period ended ~~June~~September 30, 2022 and 2021 was $2021,~~663~~636 and $314,~~000~~617, respectively. 

The Company’s independent registered public accounting firm has issued a going concern opinion on the Company’s consolidated financial statements for the year ended December 31, 2021 and ~~six~~nine months ended ~~June~~September 30, 2022. See Note 1 to the financial statements. The Company’s liquidity shortage will continue through at least 2022.

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 its ~~solar~~proprietary ~~energy~~natural food supplement operations and generating revenue in ~~2022~~2023.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. 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 the 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.

A summary of significant accounting policies is included in Note 2 to the consolidated financial statements included in this Registration Statement. Of these policies, we believe that the following items are the most critical in preparing our financial statements.

Use of Estimates

Preparing 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, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors to be recognized in the financial statements, based on their fair value. The Company measures share-based compensation to consultants in accordance with ASC 505-50, Equity-Based Payments to Non-Employees, and recognizes the fair value of the award over the period the services are rendered or goods are provided. Currently the Company does not have any stock-based compensation in place or planned.

Most Recent accounting pronouncements

Refer to Note 1 in the accompanying consolidated financial statements.

Impact of Most Recent Accounting Pronouncements

~~here~~There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~June~~September 30, ~~2021~~2022. The evaluation included certain control areas in which are material to Company and its size as an Exploration Stage Company.

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Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of such period, our disclosure controls and procedures were effective as of the Evaluation Date, and we have discovered no material weakness.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. The Company’s internal control over financial reporting includes those policies and procedures that:

(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)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

(iii)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.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of ~~June~~September 30, 2022, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), that has been modified to more appropriately reflect the current limited operational scope of the Company. The Company used the COSO guide - The Internal Control over Financial Reporting - Guidance for Smaller Public Companies to implement the Company’s internal controls. Additionally, the limited scope of operations of the Company means that traditional separation of duties controls is not used by the Company as a result of the limited staffing within the Company. The Company relies on alternative procedures to overcome this non-material control weakness. Based on its assessment, management concluded that its internal control over financial reporting was effective as of ~~June~~September 30, 2022.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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This Quarterly Report on Form 10-Q does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to recent statute.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~June~~September 30, 2022, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There are no legal actions pending against us nor any legal actions contemplated by us at this time.

Item 1A. Risk Factors

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable

Item 5. Other Information.

None

Item 6. Exhibits

Exhibit 31.1	-	Certification of Chief Executive Officer of WINDGEN ENERGY, INC. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	-	Certification of Chief Financial Officer of WINDGEN ENERGY, INC. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	-	Certification of Chief Executive Officer of WINDGEN ENERGY, INC. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
Exhibit 32.2	-	Certification of Chief Financial Officer of WINDGEN ENERGY, INC. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WINDGEN ENERGY, INC.

By: /s/ Ronald Conquest

Ronald Conquest,

Chief Executive Officer

Dated: ~~August~~November 911, 2022

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Filing Compare · WINDGEN ENERGY, INC.