p0461a_ex99-1.htm

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On June 24, 2010, WindGen Energy, Inc. entered into an agreement with MicroCor, Inc., Chi Lin Technology Co., Inc. and Wescor, Inc., whereby WindGen will transfer 230,000 shares of MicroCor common stock owned by WindGen to Wescor, reducing WindGen’s holdings in MicroCor from 1,700,000 common shares to 1,470,000 common shares. WindGen’s percentage of ownership of MicroCor will be reduced from approximately 57% to 49%. Since WindGen’s ownership percentage will be below 50%, MicroCor’s financial statements will no longer be consolidated with WindGen’s financial statements. The following unaudited pro forma condensed combined financial statements are based on the December 31, 2009 historical financial statements of WindGen Energy, Inc. and MicroCor, Inc. and the March 31, 2010 historical unaudited financial statements of WindGen Energy, Inc. and MicroCor, Inc. contained elsewhere herein, giving effect to the transaction as a deconsolidation of a subsidiary.

The unaudited pro forma condensed combined balance sheet at December 31, 2009 presents the balance sheet of WindGen, assuming the deconsolidation was completed on December 31, 2009.

The unaudited pro forma condensed combined balance sheet at March 31, 2010 presents the balance sheet of WindGen, assuming the deconsolidation was completed on March 31, 2010.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2009 presents the results of operations of WindGen, assuming the deconsolidation was completed on January 1, 2009.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2010 presents the results of operations of WindGen, assuming the acquisition was completed on January 1, 2010.

The unaudited pro forma condensed combined financial statements have been prepared by management of WindGen Energy, Inc. and MicroCor, Inc. based on the financial statements included elsewhere herein. The pro forma adjustments include certain assumptions and preliminary estimates as discussed in the accompanying notes and are subject to change. These pro forma statements may not be indicative of the results that actually would have occurred if the deconsolidation had been in effect on the dates indicated or which may be obtained in the future. These pro forma financial statements should be read in conjunction with the accompanying notes and the historical financial information of WindGen Energy, Inc. including the notes thereto, (see 10-K filed April 15, 2010 and 10-Q filed May 24, 2010).

F-1

WINDGEN ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AT DECEMBER 31, 2009

	Consolidated			Pro Forma				Pro Forma
	Balance Sheet			Adjustments				Balance
ASSETS
Current Assets
Cash & Cash Equivalents	$	14,323			(205	)	A	$	14,118
Receivable from MicroCor		–			10,866		A		10,866
Prepaid Expenses & Other		200			–				200
Total Current Assets		14,523			10,661				25,184

Equipment & Furniture, at Cost, Net of Depreciation		–			–				–
TOTAL ASSETS	$	14,523			10,661			$	25,184

LIABILITIES & STOCKHOLDER’S EQUITY
Current Liabilities
Related Party Consulting Fees Payable	$	60,000			–			$	60,000
Accounts Payable		36,166			(5,381	)	A		30,785
Accrued Interest		45,112			(45,112	)	A		–
Related Party Royalty Payable		153,333			(153,333	)	A		–
Related Party Note Payable		179,842			(159,000	)	A		20,842
Related Party Payables		38,445			–				38,445
Note Payable		22,799			–				22,799
Preferred Stock Dividends Payable		64,309			–				64,309
Current Portion of Long-Term Debt		232,633			(232,633	)	A		–
Total Current Liabilities		832,639			(595,459	)			237,180
TOTAL LIABILITIES		832,639			(595,459	)			237,180

WindGen 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, 21,016 shares outstanding (aggregate liquidation preference of $151,316)		94,573			–				94,573
Common Stock, $.001 par value: 100,000,000 shares authorized, 33,629,493 and 18,629,493.share outstanding		33,629			–				33,629
Additional Paid-in Capital		8,668,749			–				8,668,749
Stock Subscription Receivable		(17,500	)		–				(17,500	)
Accumulated Deficit		(9,334,935	)		343,488		A		(8,991,447	)
Total WindGen Stockholders’ Equity (Deficit)		(555,484	)		343,488				(211,996	)
Noncontrolling Interest		(262,632	)		262,632		A		–
Total Equity (Deficit)		(818,116	)		606,120				(211,996	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	14,523			10,661			$	25,184

See accompanying notes to unaudited pro forma condensed combined financial statements.

F-2

WINDGEN ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2009

	Consolidated			Pro Forma				Pro Forma
	Statement of Operations			Adjustments				Balance

ROYALTY REVENUES	$	–			–			$	–

OPERATING EXPENSES
General & Administrative		83,698			(57,616	)	B		26,082
Legal and Professional Fees		71,838			–				71,838
Related Party Consulting Fees		72,806			–				72,806
Related Party General & Administrative		4,736			–				4,736
Total Operating Expense		233,078			(57,616	)			175,462

LOSS FROM OPERATIONS		(233,078	)		57,616				(175,462	)

OTHER INCOME (EXPENSE)
Interest Income		–			–				–
Interest Expense		(22,747	)		19,761		B		(2,986	)
Gain on deconsolidation of MicroCor		–			380,866		B		380,866
Other Income		–			–				–
Total Other Income (Expenses), Net		(22,747	)		400,627				377,880

NET INCOME (LOSS)		(255,825	)		458,243				202,418

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST		(28,579	)		28,579		B		–

NET INCOME (LOSS) ATTRIBUTABLE TO WINDGEN ENERGY, INC.		(284,404	)		486,822				202,418

PREFERRED STOCK DIVIDENDS		(7,566	)		–				(7,556	)

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS	$	(291,970	)		486,822			$	194,862

NET INCOME (LOSS) PER COMMON SHARE (BASIC & DILUTED)	$	(0.01	)					$	0.01

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
BASIC		22,856,265							22,856,265
DILUTED		22,887,789							22,887,789

See accompanying notes to unaudited pro forma condensed combined financial statements.

F-3

WINDGEN ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AT MARCH 31, 2010

	Consolidated			Pro Forma				Pro Forma
	Balance Sheet			Adjustments				Balance
ASSETS
Current Assets
Cash & Cash Equivalents	$	35,949			(181	)	A	$	35,768
Receivable from MicroCor		–			14,921		A		14,921
Prepaid Expenses & Other		200			–				200
Total Current Assets		36,149			14,740				50,889

Equipment & Furniture, at Cost,		255,221			(248,666	)	A		6,555
Less Accumulated Depreciation		(255,221	)		248,666		A		(6,555	)
Total Equipment & Furniture		–			–				–
TOTAL ASSETS	$	36,149			14,740			$	50,889

LIABILITIES & STOCKHOLDER’S EQUITY
Current Liabilities
Related Party Consulting Fees Payable	$	90,000			–			$	90,000
Accounts Payable		28,057			(6,744	)	A		21,313
Accrued Interest		47,765			(47,765	)	A		–
Related Party Royalty Payable		163,333			(163,333	)	A		–
Related Party Note Payable		171,342			(161,220	)	A		10,122
Related Party Payables		10,000			–				10,000
Note Payable		10,860			–				10,860
Preferred Stock Dividends Payable		66,200			–				66,200
Current Portion of Long-Term Debt		232,633			(232,633	)	A		–
Total Current Liabilities		820,190			(611,695	)			208,495
TOTAL LIABILITIES		820,190			(611,695	)			208,495

WindGen 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, 21,016 shares outstanding (aggregate liquidation preference of $151,316)		94,573			–				94,573
Common Stock, $.001 par value: 100,000,000 shares authorized, 33,629,493 and 18,629,493.share outstanding		35,496			–				35,496
Additional Paid-in Capital		8,806,882			–				8,806,882
Stock Subscription Receivable		(17,500	)		–				(17,500	)
Accumulated Deficit		(9,432,058	)		355,001		A		(9,077,057	)
Total WindGen Stockholders’ Equity (Deficit)		(512,607	)		355,001				(157,606	)
Noncontrolling Interest		(271,434	)		271,434		A		–
Total Equity (Deficit)		(784,041	)		626,435				(157,606	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	36,149			14,740			$	50,889

See accompanying notes to unaudited pro forma condensed combined financial statements.

F-4

WINDGEN ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2010

	Consolidated			Pro Forma				Pro Forma
	Statement of Operations			Adjustments				Balance

ROYALTY REVENUES	$	–			–			$	–

OPERATING EXPENSES
General & Administrative		40,440			(15,441	)	B		24,999
Legal and Professional Fees		24,409			–				24,409
Related Party Consulting Fees		33,975			–				33,975
Total Operating Expense		98,824			(15,441	)			83,383

LOSS FROM OPERATIONS		(98,824	)		15,441				(83,383	)

OTHER INCOME (EXPENSE)
Interest Income		–			–				–
Interest Expense		(5,210	)		4,874		B		(336	)
Gain on deconsolidation of MicroCor		–			343,488		B		343,488
Other Income		–			–				–
Total Other Income (Expenses), Net		(5,210	)		348,362				343,152

NET INCOME (LOSS)		(104,034	)		363,803				259,769

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST		8,802			(8,802	)	B		–

NET INCOME (LOSS) ATTRIBUTABLE TO WINDGEN ENERGY, INC.		(95,232	)		355,001				259,769

PREFERRED STOCK DIVIDENDS		(1,891	)		–				(1,891	)

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS	$	(97,123	)		354,981			$	257,878

NET INCOME (LOSS) PER COMMON SHARE (BASIC & DILUTED)	$	0.00						$	0.01

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
BASIC		34,921,344							34,921,344
DILUTED		34,952,868							34,952,868

See accompanying notes to unaudited pro forma condensed combined financial statements.

F-5

WINDGEN ENERGY, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) General

In the deconsolidation involving WindGen Energy, Inc. and MicroCor, Inc., MicroCor, Inc. was deconsolidated from WindGen Energy, Inc. Under the agreement, WindGen transferred 230,.000 shares of MicroCor owned by WindGen to Wescor, resulting in WindGen’s ownership percentage of MicroCor going from 57% before the stock transfer to 49% after the stock transfer. The reduction in the ownership percentage resulted in MicroCor no longer being consolidated with WindGen for financial statement reporting purposes.

(2) Fiscal Year Ends

The unaudited pro forma condensed combined balance sheets at December 31, 2009 and March 31, 2010, and statements of operations for the year ended December 31, 2009 and the three months ended March 31, 2010, include WindGen Energy, Inc. and MicroCor, Inc.’s operations on a common fiscal year.

(3) Pro Forma Adjustments

The adjustments to the accompanying unaudited pro forma condensed combined balance sheets are described below:

(A) To record pro forma adjustments to the balance sheet to adjust assets, liabilities and equity for amounts attributable to MicroCor, and the deconsolidation of MicroCor. The remaining assets, liabilities and equity are attributable solely to WindGen Energy, Inc.

(B) To record pro forma adjustments to the statements of operations to adjust expenses for amounts attributable to MicroCor, and the deconsolidation of MicroCor. The remaining expenses items are attributable solely to WindGen Energy, Inc.

F-6