Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) May 14, 2009
WELWIND
ENERGY INTERNATIONAL CORP.
(Exact
name of registrant as specified in its charter)
(former
name or former address, if changed since last report)
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Delaware
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000-26673
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98-0207081
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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10-20172
113B Avenue
Maple
Ridge, British Columbia
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Canada
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(Address
of principal executive offices)
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604-460-8487
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(Registrant’s
Telephone Number)
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(Former
name or former address, if changed since last report)
Copy of
all Communications to:
Luis
Carrillo
Carrillo
Huettel, LLP
501
W. Broadway, Suite 800
San
Diego, CA 92101
main
phone: 619.399.3090
fax:
619.330.1888
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
FORM
8-K
CURRENT
REPORT
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ITEM
4.02.
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NONRELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR
COMPLETED INTERIM REVIEW
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On May
14, 2009, the chief executive officer and chief financial officer of the
Company, under authority granted to them by, and with the approval of, the board
of directors, concluded that our previously reported consolidated financial
statements included in our annual report for the year ended December 31, 2007
should no longer be relied upon.
On
February 23, 2009, the Registrant engaged M&K CPAS, PLLC (“M&K”) as its
independent registered public accounting firm. M&K’s engagement
involved re-auditing the Company’s financial statements for the year ended
December 31, 2007, and auditing the Company’s financial statements for the year
ended December 31, 2008. In the course of preparing the audit for the
year ended December 31, 2008, the Registrant concluded that certain transactions
should have been classified differently on the Registrant’s Financial Statements
for the year ended December 31, 2007. As a result of this review, on
May 14, 2009, after discussion with our Board of Directors, we concluded that we
should restate our consolidated financial statements for the year ended December
31, 2007.
Our chief
executive officer and chief financial officer, under authority granted to them
by the board of directors, discussed all of the foregoing and reviewed it with
M&K, our independent registered public accounting firm for the periods
mentioned above.
The
Company anticipates filing corrected financial information for the period set
forth above by May 18, 2009. However, the time required to complete the
restatement cannot be stated with certainty at this time and will depend, in
part, upon completion of M&K’s review of the aforementioned financial
statements.
Until we
have reissued the restated results for the applicable period discussed above,
investors and other users of our filings with the SEC are cautioned not to rely
on our financial statements in question, to the extent that they
are
affected
by the accounting issues described above.
Certain
statements included in Item 4.02 of this Current Report on Form 8-K, which are
not historical facts, are forward-looking statements such as statements about
the resolution of SEC comments and the filing of amended periodic reports to
reflect the restatement. Such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and speak only as of the date of this Current Report. These forward-looking
statements represent our expectations or beliefs and involve certain risks and
uncertainties, including those described in our public filings with the
SEC. The forward-looking statements by their nature involve
substantial risks and uncertainties, certain of which are beyond our control,
and actual results may differ materially depending on a variety of important
factors.
SIGNATURES
Pursuant
to the requirements 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.
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Welwind
Energy International Corp. |
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Date:
May 15, 2009
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By:
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/s/ Tammy
Lynn McNabb |
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Name:
Tammy Lynn McNabb, |
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Title:
President & CEO |
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