**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 _______________________________
 
 **FORM
        10 – QSB**
 _______________________________
 
 [mark
        one]
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
  **For
                  the quarterly period ended: June 30,
                  2007**
  o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
  For
                  the transition period from ______________ to
                  ______________
  
 **Commission
        File Number 000-26673**
 
 **_____________________________________________________**
 
 **Welwind
        Energy International Corp.**
 (Exact
        name of registrant as specified in its charter)
 
 **Delaware**
              **98-0207081****(State
                  or other jurisdiction of**
                **incorporation
                  or organization)**
              **(IRS
                  Employer**
                **Identification
                  Number)**
 
 **10-20172
        113B Avenue**
 **Maple
        Ridge, British Columbia**
 **Canada
        V2X 0Y9**
 *(Address
        of principal executive offices including zip code)*
 
 **(604)
        460-8487**
 (*Registrant’s
        telephone number, including area code)*
 
 The
        Company Corporation
 2711
        Centerville Road, Suite 400 Wilmington, DE 19808
 (Name
        and
        address of agent for service)
 
 (800)
        818-0204
 (Telephone
        Number, including area code, of agent for service)
 
 with
        a
        copy to:
 SteadyLaw
        Group, LLP
 501
        W.
        Broadway, Suite 800
 San
        Diego, CA 92101
 Telephone
        (619) 399-3090
 Telecopier
        (619) 330-1888
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 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 x No o
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o   No x
  Number
        of
        shares outstanding of the issuer’s common stock as of the latest practicable
        date: 153,290,140 shares of common stock, $.001 par value per share, as of
        August 14, 2007.
  Transitional
        Small Business Disclosure Format (check one): Yes oNo x
 *Table
              of Contents*
 1
 **Quarterly
        Report on FORM 10-QSB For The Period Ended**
 
 **June
        30, 2007**
 
 **Table
        of Contents**
 
 **Welwind
        Energy International Corp.**
 
 
 **PART
                  I. FINANCIAL INFORMATION**
              
              PageItem
                  1.
              
              Consolidated
                  Financial Statements
              
              3Item
                  2.
              
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              16Item
                  3.
              
              Controls
                  and Procedures
              
              25**PART
                  II. OTHER INFORMATION**Item
                  1.
              
              Legal
                  Proceedings
              
              25Item
                  2.
              
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              25Item
                  3.
              
              Defaults
                  Upon Senior Securities
              
              25Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              25Item
                  5.
              
              Other
                  Information
              
              26Item
                  6.
              
              Exhibits
              
              26
 *Table
              of Contents*
 2
 
 **ITEM
        1.FINANCIAL STATEMENTS**
 
 
 Welwind
        Energy International Corporation
 
 June
        30,
        2007
 
 
 IndexConsolidated
                Balance Sheets
              F-1Consolidated
                Statements of Operations
              F-2Consolidated
                Statements of Cash Flows
              F-3Notes
                to the Consolidated Financial Statements
              F-4
 *Table
              of Contents*
 3
  Welwind
        Energy International Corporation
 Consolidated
        Balance Sheets
 (Expressed
        in Canadian Dollars)
 (Unaudited)
 
 June
                  30,
                2007
                $
              December
                  31,
                2006
                $ASSETSCurrent
                  AssetsCash
              
              86,637
              603,182Accounts
                  receivable
              
              11,509
              14,115Inventory
              
              5,966
              15,424Prepaid
                  expenses (Note 6)
              
              576,155
              1,417,630Total
                  Current Assets
              
              680,267
              2,050,351Property
                  and equipment (Note 2(h))
              
              495,107
              215,304Customer
                  relationships (Note 8)
              
              245,016
              245,016Goodwill
                  (Note 8)
              
              1,469,171
              1,469,171Total
                  Assets
              
              2,889,561
              3,979,842LIABILITIES
                  AND STOCKHOLDERS’ EQUITYLiabilitiesAccounts
                  payable
              
              133,370
              130,026Accrued
                  liabilities (Note 3)
              
              19,843
              47,453Due
                  to related parties (Note 4)
              
              361,225
              598,198Total
                  Liabilities
              
              514,438
              775,677Commitments
                  and Contingencies (Notes 1 and 7)Stockholders’
                  EquityPreferred
                  Stock:Authorized:
                  10,000,000 shares, US$0.001 par value
                Issued
                  and outstanding: 10,000,000 shares
                (2006
                  – 10,000,000 issued and outstanding)
              
              11,137
              11,137Common
                  Stock:Authorized:
                  290,000,000 shares, US$0.001 par value
                Issued
                  and outstanding: 143,190,140 shares
                (2006
                  – 128,583,583 issued and outstanding)
              
              161,683
              144,875Additional
                  paid-in capital
              
              14,239,336
              12,274,139Stock
                  subscriptions receivable
              
              (1,128,504)
              (1,151,605)Accumulated
                  deficit
              
              (10,908,529)
              (8,074,381)Total
                  Stockholders’ Equity
              
              2,375,123
              3,204,165Total
                  Liabilities and Stockholders’ Equity
              
              2,889,561
              3,979,842
 
 (The
                accompanying notes are an integral part of these consolidated financial
                statements)
  F-
                1
 *Table
              of Contents*
 4
 Welwind
        Energy International Corporation
 Consolidated
        Statements of Operations
 (Expressed
        in Canadian Dollars)
 (Unaudited)
 
 
 For
                  the
                Three
                  Months Ended
                June
                  30,
                2007
                $
              For
                  the
                Three
                  Months Ended
                June
                  30,
                2006
                $
              For
                  the
                Six
                  Months Ended
                June
                  30,
                2007
                $
              For
                  the
                Six
                  Months Ended
                June
                  30,
                2006
                $Revenue
              
              48,861
              33,353
              131,436
              70,881Cost
                  of Sales
              
              (27,237)
              (11,274)
              (50,150)
              (19,620)Gross
                  Profit
              
              21,624
              22,079
              81,286
              51,261Operating
                  ExpensesGeneral
                  and Administrative
              
              1,592,894
              595,087
              2,791,687
              785,630Net
                  Loss from Operations
              
              (1,571,270)
              (573,008)
              (2,710,401)
              (734,369)Other
                  LossLoss
                  on Settlement of Debt (Note 6)
              
              74,550
              94,517
              123,747
              94,517Net
                  Loss for the Period
              
              (1,645,820)
              (667,525)
              (2,834,148)
              (828,886)Net
                  Loss per Common Share – Basic and Diluted
              
              (0.01)
              (0.01)
              (0.02)
              (0.01)Weighted
                  Average Number of Common Shares Outstanding
              141,202,000
              65,486,000
              135,278,000
              57,447,000
 (The
                accompanying notes are an integral part of these consolidated financial
                statements)
 F-
                2
 *Table
              of Contents*
 5
 Welwind
        Energy International Corporation
 Consolidated
        Statements of Cash Flows
 (Expressed
        in Canadian Dollars)
 (Unaudited)
 
 For
                  the
                Six
                  Months Ended
                June
                  30,
                2007
                $
              For
                  the
                Six
                  Months Ended
                June
                  30,
                2006
                $Operating
                  ActivitiesNet
                  loss for the period
              
              (2,834,148)
              (828,886)Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Amortization
              
              7,600
              –Foreign
                  exchange loss
              
              894
              –Loss
                  on settlement of debt
              
              123,747
              94,517Stock-based
                  compensation
              
              2,120,922
              434,995Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              2,606
              495Inventory
              
              9,458
              1,791Prepaid
                  expenses
              
              (13,755)
              (13,170)Accounts
                  payable and accrued liabilities
              
              25,574
              72,818Due
                  to related
                  parties
              
              (102,341)
              –Net
                  Cash Flows Used In Operating Activities
              
              (659,443)
              (237,440)Investing
                  ActivitiesPayment
                  on deposit
              
              –
              (78,550)Purchase
                  and construction of equipment
              
              (287,403)
              –Proceeds
                  from sale of equipment
              
              –
              5,500Net
                  Cash Flows Used In Investing Activities
              
              (287,403)
              (73,050)Financing
                  ActivitiesProceeds
                  from common stock subscriptions
              
              381,295
              –Proceeds
                  from issuance of common shares
              
              –
              112,892Advances
                  from shareholders
              
              49,006
              201,250Net
                  Cash Flows Provided By Financing Activities
              
              430,301
              314,142Increase
                  (Decrease) in Cash
              
              (516,545)
              3,652Cash
                  – Beginning of Period
              
              603,182
              799Cash
                  – End of Period
              
              86,637
              4,451Supplementary
                  DisclosuresInterest
                  paid
              
              –
              –Income
                  taxes paid
              
              –
              –Non-cash
                  Investing and Financing ActivitiesShares
                  issued to settle
                  debt
              
              358,147
              103,109
 
  (The
              accompanying notes are an integral part of these consolidated financial
              statements)
 F-
              3
 *Table
            of Contents*
 6
 Welwind
              Energy International Corporation
 Notes to the Consolidated Financial
            Statements (Expressed
              in Canadian Dollars)
 (Unaudited)
  1.      Nature
        of Operations and Continuance of Business
  The
        Company was incorporated in the State of Delaware on December 18,
        1997.  On October 26, 2006, the Company changed its name to Welwind
        Energy International Corporation.  The Company (formerly Global Golf
        Holdings, Inc.) acquired a business on November 23, 2004 and since that date
        has
        adopted the business plan of the acquired Company which is to sell and
        distribute low carbohydrate and sugar-free foods through retail and wholesale
        outlets in Western British Columbia, Canada, and through the internet. On
        August
        17, 2006, the Company acquired all of the outstanding and issued share capital
        of Welwind Energy International Corporation (“WEIC”), a private Canadian
        company. WEIC was founded in 2005 to build, own and operate wind farms on
        an
        international scale.  Accordingly, the Company is now involved in with
        wind power projects in China. The Company is based in British Columbia, Canada.
        Refer to Note 7.
  The
        Company has incurred significant losses in prior years and has an accumulated
        deficit at June 30, 2007 of $10,908,529. The Company's ability to continue
        as a
        going concern is dependent upon the Company's obtaining additional financing
        and/or achieving a profitable level of operations. These factors raise
        substantial doubt regarding the Company’s ability to continue as a going
        concern.  The consolidated financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
  Management
        of the Company has undertaken steps as part of a plan with the goal of
        sustaining Company operations for the next twelve months and beyond. These
        steps
        include: (a) focusing on promoting and expanding its business plan, (b)
        continuing efforts to raise additional capital and/or other forms of financing;
        and (c) controlling overhead and expenses. There can be no assurance that
        any of
        these efforts will be successful.
 
 
 2.      Summary
        of Significant Accounting Policies
  a)
              Basis
                  of Presentation
  These
        interim consolidated financial statements and related notes are presented
        in
        accordance with accounting principles generally accepted in the United States,
        and are expressed in Canadian dollars. These consolidated financial statements
        include the accounts of the Company and its wholly-owned subsidiary, Welwind
        Energy International Corp., incorporated in the Province of Alberta, Canada.
        All
        significant intercompany balances and transactions have been eliminated.
        The
        Company’s fiscal year-end is December 31.
  b)
              Interim
                  Consolidated Financial Statements
  These
        interim unaudited consolidated financial statements have been prepared on
        the
        same basis as the annual consolidated financial statements and in the opinion
        of
        management, reflect all adjustments, which include only normal recurring
        adjustments, necessary to present fairly the Company’s financial position,
        results of operations and cash flows for the periods shown. The results of
        operations for such periods are not necessarily indicative of the results
        expected for a full year or for any future period.
  c)
              Use
                  of Estimates
  The
        preparation of consolidated financial statements in accordance with United
        States generally accepted accounting principles requires management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities at the date of the consolidated financial statements and the
        reported amounts of revenue and expenses in the reporting period. The Company
        regularly evaluates estimates and assumptions related to allowances for doubtful
        accounts, sales returns and allowances, inventory reserves, stock-based
        compensation expense, deferred income tax asset valuations and loss
        contingencies. The Company bases its estimates and assumptions on current
        facts,
        historical experience and various other factors that it believes to be
        reasonable under the circumstances, the results of which form the basis for
        making judgments about the carrying values of assets and liabilities and
        the
        accrual of costs and expenses that are not readily apparent from other sources.
        The actual results experienced by the Company may differ materially and
        adversely from the Company’s estimates. To the extent there are material
        differences between the estimates and the actual results, future results
        of
        operations will be affected.
  d)
              Cash
                  and Cash Equivalents
  Cash
        consists of checking accounts held at financial institutions in the United
        States, Canada, and China. The Company considers all highly liquid instruments
        with a maturity of three months or less, at the time of issuance, to be cash
        equivalents.
  F-
              4
 *Table
            of Contents*
 7
 Welwind
              Energy International Corporation
 Notes
              to the
              Consolidated Financial Statements
 (Expressed
              in Canadian
              Dollars)
 (Unaudited)
  2.      Summary
        of Significant Accounting Policies (continued)
  e)
              Accounts
                  Receivable
  Accounts
        receivable consists of amounts due from customers from its’ bakery operations,
        located in Western Canada. The Company considers accounts more than 30 days
        old
        to be past due. The Company uses the allowance method for recognizing bad
        debts.
        When an account is deemed uncollectible, it is written off against the
        allowance. The Company generally does not require collateral for its accounts
        receivable. As of June 30, 2007, management believes no allowance for
        uncollectible accounts are necessary.
  f)
              Reclassifications
  Certain
        reclassifications have been made to the prior period’s consolidated financial
        statements to conform to the current period’s presentation.
  g)
              Inventory
                  and Cost of Sales
  Inventory
        consists of health foods and ingredients and is stated at the lower of cost
        (first-in, first-out method) or market. Shipping and handling costs are included
        with cost of sales.
  h)
              Property
                  and Equipment
  Equipment
        is recorded at cost and is depreciated using the declining balance method
        over
        the estimated useful lives of the related asset. Maintenance and repairs
        are
        charged to expense as incurred. Significant renewals and betterments are
        capitalized.  Costs included in wind equipment are under construction
        and will be amortized over their useful life on a straight-line basis once
        they
        are put into use.
  Property
        and equipment on hand consist of:
 Cost
                $
              Accumulated
                  Depreciation
                $
              June
                  30,
                2007
                Net
                  Carrying Value
                $
              December
                  31,
                2006
                Net
                  Carrying Value
                $Wind
                  equipment under construction
              419,027
              –
              419,027
              158,658Automobile
              70,843
              9,859
              60,984
              44,485Computer
                  hardware
              8,900
              2,039
              6,861
              2,780Office
                  furniture and equipment
              12,003
              3,768
              8,235
              9,381510,773
              15,666
              495,107
              215,304
  i)
              Goodwill
  Goodwill
        represents the excess of the purchase price of acquired assets over the fair
        values of the identifiable assets acquired and liabilities
        assumed.  Pursuant to SFAS No. 141, “Business Combinations” the
        Company does not amortize goodwill, but tests for impairment of goodwill
        on an
        annual basis and at any other time if events occur or circumstances indicate
        that the carrying amount of goodwill may not be
        recoverable.  Circumstances that could trigger an impairment test
        include but are not limited to: a significant adverse change in the business
        climate or legal factors; an adverse action or assessment by a regulator;
        unanticipated competition and loss of key personnel.  Goodwill is
        tested for impairment using present value techniques of estimated future
        cash
        flows; or using valuation techniques based on multiples of earnings. If the
        carrying amount of goodwill exceeds the implied fair value of that goodwill,
        an
        impairment loss is charged to operations.
  j)
              Customer
                  Relationships
  Customer
        relationships consist of the relationships the Company has attained with
        the
        various levels of governments in China, which resulted in the entering of
        two
        agreements as noted in Note 7(c) and (d). The Company will amortize the carrying
        value of the customer relationships on a straight-line basis over the remaining
        estimated useful lives of the wind power plants upon commencement of the
        commercial production of electricity.
  F-
              5
 *Table
            of Contents*
 8
 Welwind
              Energy International Corporation
 Notes
              to
              the Consolidated Financial Statements
 (Expressed
              in Canadian Dollars)
 (Unaudited)
  2.      Summary
        of Significant Accounting Policies (continued)
  k)
              Long-Lived
                  Assets
  In
        accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
        Long-Lived Assets”, the Company tests long-lived assets or asset groups for
        recoverability when events or changes in circumstances indicate that their
        carrying amount may not be recoverable. Circumstances which could trigger
        a
        review include, but are not limited to: significant decreases in the market
        price of the asset; significant adverse changes in the business climate or
        legal
        factors; accumulation of costs significantly in excess of the amount originally
        expected for the acquisition or construction of the asset; current period
        cash
        flow or operating losses combined with a history of losses or a forecast
        of
        continuing losses associated with the use of the asset; and current expectation
        that the asset will more likely than not be sold or disposed significantly
        before the end of its estimated useful life.
  Recoverability
        is assessed based on the carrying amount of the asset and its fair value
        which
        is generally determined based on the sum of the undiscounted cash flows expected
        to result from the use and the eventual disposal of the asset, as well as
        specific appraisal in certain instances. An impairment loss is recognized
        when
        the carrying amount is not recoverable and exceeds fair value.
  l)
              Foreign
                  Currency Translation
  The
        Company's functional and reporting currency is the Canadian dollar. Monetary
        assets and liabilities denominated in foreign currencies are translated to
        Canadian dollars in accordance with SFAS No. 52 “Foreign Currency Translation”
using the exchange rate prevailing at the balance sheet date.  Gains
        and losses arising on settlement of foreign currency denominated transactions
        are included in the determination of net income or loss. Foreign currency
        transactions are primarily undertaken in Chinese Renminbi. At June 30, 2007,
        the
        exchange rate for one Chinese Renminbi was $0.1393 CAD.  For the
        period from January 1, 2007 to June 30, 2007, the average exchange rate for
        one
        Chinese Renminbi was $0.1473 CAD. The Company has not, to the date of these
        consolidated financial statements, entered into derivative instruments to
        offset
        the impact of foreign currency fluctuations.
  m)
              Revenue
                  Recognition
  The
        Company recognizes revenue in accordance with Securities and Exchange Commission
        Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
        Statements”. Revenue consists of the sale of products and is recognized only
        when the price is fixed or determinable, persuasive evidence of an arrangement
        exists, the product is shipped, and collectibility is reasonably
        assured.
  n)
              Basic
                  and Diluted Net Income (Loss) Per
                  Share
  The
        Company computes net income (loss) per share in accordance with SFAS No.
        128,
        "Earnings per Share". SFAS No. 128 requires presentation of both basic and
        diluted earnings per share (EPS) on the face of the income statement. Basic
        EPS
        is computed by dividing net income (loss) available to common shareholders
        (numerator) by the weighted average number of shares outstanding (denominator)
        during the period. Diluted EPS gives effect to all dilutive potential common
        shares outstanding during the period using the treasury stock method and
        convertible preferred stock using the if-converted method. In computing diluted
        EPS, the average stock price for the period is used in determining the number
        of
        shares assumed to be purchased from the exercise of stock options or warrants.
        Diluted EPS excludes all dilutive potential shares since their effect is
        anti-dilutive. Shares underlying these securities totalled approximately
        842,000
        as of June 30, 2007.
  o)
              Comprehensive
                  Loss
  SFAS
        No.
        130, “Reporting Comprehensive Income,” establishes standards for the reporting
        and display of comprehensive loss and its components in the consolidated
        financial statements. As at June 30, 2007 and 2006, the Company has no items
        that represent a comprehensive loss and, therefore, has not included a schedule
        of comprehensive loss in the consolidated financial statements.
  F-
              6
 *Table
            of Contents*
 9
 Welwind
              Energy International Corporation
 Notes
              to the
              Consolidated Financial Statements
 (Expressed
              in Canadian
              Dollars)
 (Unaudited)
  2.      Summary
        of Significant Accounting Policies (continued)
  p)
              Stock-based
                  Compensation
  The
        Company records stock-based compensation in accordance with SFAS No. 123R
“Share
        Based Payments”, using the fair value method. All transactions in which goods or
        services are the consideration received for the issuance of equity instruments
        are accounted for based on the fair value of the consideration received or
        the
        fair value of the equity instrument issued, whichever is more reliably
        measurable. Equity instruments issued to employees and the cost of the services
        received as consideration are measured and recognized based on the fair value
        of
        the equity instruments issued.
  q)
              Financial
                  Instruments and Concentrations of
                  Business
  The
        fair
        values of financial instruments including cash, accounts receivable, accounts
        payable, accrued liabilities and amounts due to related parties were estimated
        to approximate their carrying values due to the immediate or short-term maturity
        of these financial instruments. The Company’s operations are in Canada and China
        resulting in exposure to market risks from changes in foreign currency
        rates.  The financial risk is the risk to the Company’s operations
        that arise from fluctuations in foreign exchange rates and the degree of
        volatility of these rates.  Currently, the Company does not use
        derivative instruments to reduce its exposure to foreign currency
        risk.
  The
        Company’s bakery operations are situated in Western Canada.  As at
        June 30, 2007, one customer comprises approximately 56% of sales
        revenue.
  r)
              Income
                  Taxes
  Potential
        benefits of income tax losses are not recognized in the accounts until
        realization is more likely than not. The Company has adopted SFAS No. 109
        “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the
        Company is required to compute tax asset benefits for net operating losses
        carried forward. The potential benefits of net operating losses have not
        been
        recognized in these consolidated financial statements because the Company
        cannot
        be assured it is more likely than not it will utilize the net operating losses
        carried forward in future years.
  o)      Recently
        Issued Accounting Pronouncements
  In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115”.  This statement
        permits entities to choose to measure many financial instruments and certain
        other items at fair value. Most of the provisions of SFAS No. 159 apply only
        to
        entities that elect the fair value option. However, the amendment to SFAS
        No.
        115 “Accounting for Certain Investments in Debt and Equity Securities” applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided the entity also
        elects
        to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption
        of this statement is not expected to have a material effect on the Company's
        financial statements.
  In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
        objective of SFAS No. 157 is to increase consistency and comparability in
        fair
        value measurements and to expand disclosures about fair value
        measurements.  SFAS No. 157 defines fair value, establishes a
        framework for measuring fair value in generally accepted accounting principles,
        and expands disclosures about fair value measurements. SFAS No. 157 applies
        under other accounting pronouncements that require or permit fair value
        measurements and does not require any new fair value measurements. The
        provisions of SFAS No. 157 are effective for fair value measurements made
        in
        fiscal years beginning after November 15, 2007. The adoption of this statement
        did not have a material effect on the Company's future reported financial
        position or results of operations.
  F-
              7
 *Table
            of Contents*
 10
 Welwind
              Energy International Corporation
 Notes
              to the
              Consolidated Financial Statements
 (Expressed
              in Canadian
              Dollars)
 (Unaudited)
  2.           Summary
        of Significant Accounting Principles (continued)
  p)
              Recently
                  Adopted Accounting Pronouncements
  In
        September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
        Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how
        the effects of prior year uncorrected misstatements should be considered
        when
        quantifying misstatements in current year financial statements. SAB No. 108
        requires companies to quantify misstatements using a balance sheet and income
        statement approach and to evaluate whether either approach results in
        quantifying an error that is material in light of relevant quantitative and
        qualitative factors. SAB No. 108 is effective for periods ending after November
        15, 2006. The adoption of SAB No. 108 did not have a material effect on the
        Company’s financial statements.
  In
        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
        No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the
        overfunded or underfunded status of a defined benefit postretirement plan
        (other
        than a multiemployer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets of a not-for-profit
        organization.  This statement also requires an employer to measure the
        funded status of a plan as of the date of its year-end statement of financial
        position, with limited exceptions. The provisions of SFAS No. 158 are effective
        for employers with publicly traded equity securities as of the end of the
        fiscal
        year ending after December 15, 2006. The adoption of this statement did not
        have
        a material effect on the Company's financial statements.
  In
        June
        2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
        No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
        Statements No. 109”. FIN 48 clarifies the accounting for uncertainty in income
        taxes by prescribing a two-step method of first evaluating whether a tax
        position has met a more likely than not recognition threshold and second,
        measuring that tax position to determine the amount of benefit to be recognized
        in the financial statements. FIN 48 provides guidance on the presentation
        of
        such positions within a classified statement of financial position as well
        as on
        derecognition, interest and penalties, accounting in interim periods,
        disclosure, and transition. FIN 48 is effective for fiscal years beginning
        after
        December 15, 2006. The adoption of this statement did not have a material
        effect
        on the Company's financial statements.
  In
        March
        2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
        Assets, an amendment of FASB Statement No. 140, Accounting for Transfers
        and
        Servicing of Financial Assets and Extinguishments of Liabilities". This
        statement requires all separately recognized servicing assets and servicing
        liabilities be initially measured at fair value, if practicable, and permits
        for
        subsequent measurement using either fair value measurement with changes in
        fair
        value reflected in earnings or the amortization and impairment requirements
        of
        Statement No. 140. The subsequent measurement of separately recognized servicing
        assets and servicing liabilities at fair value eliminates the necessity for
        entities that manage the risks inherent in servicing assets and servicing
        liabilities with derivatives to qualify for hedge accounting treatment and
        eliminates the characterization of declines in fair value as impairments
        or
        direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
        year
        beginning after September 15, 2006. The adoption of this statement did not
        have
        a material effect on the Company's financial statements.
  In
        February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
        Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
        simplify and make more consistent the accounting for certain financial
        instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
        Instruments and Hedging Activities", to permit fair value re-measurement
        for any
        hybrid financial instrument with an embedded derivative that otherwise would
        require bifurcation, provided that the whole instrument is accounted for
        on a
        fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
        Impairment or Disposal of Long-Lived Assets", to allow a qualifying
        special-purpose entity to hold a derivative financial instrument that pertains
        to a beneficial interest other than another derivative financial instrument.
        SFAS No. 155 applies to all financial instruments acquired or issued after
        the
        beginning of an entity's first fiscal year that begins after September 15,
        2006,
        with earlier application allowed. The adoption of this statement did not
        have a
        material effect on the Company's future reported financial position or results
        of operations.
  F-
              8
 *Table
            of Contents*
 11
 Welwind
              Energy International Corporation
 Notes
              to the
              Consolidated Financial Statements
 (Expressed
              in Canadian
              Dollars)
 (Unaudited)
  3.           Accrued
        liabilities
  Accrued
        liabilities at June 30, 2007 consist of $19,843 in professional fees (December
        31, 2006 - $47,453).
 
 4.      Related
        Party Transactions
  a)
              As
                  at June 30, 2007, the balance due to related parties amounted to
                  $361,225,
                  which includes $88,736 owed to the President of the Company for
                  management
                  fees and working capital purposes and $272,258 owed to the spouse
                  of the
                  President of the Company for working capital purposes.  The
                  remaining amount of $231 is amounts owing to shareholders for advances
                  to
                  the Company.  The amounts are unsecured, non-interest bearing,
                  and payable on demand. Refer to Note
                  6(c).
  b)
              During
                  the six month period ended June 30, 2007, the Company issued 1,263,158
                  shares of common stock to the President of the Company for consulting
                  services valued at $136,153 (US$120,000).  Refer to Note
                  6(a).
 
 5.      Preferred
        Stock
  As
        at
        June 30, 2007, there are 10,000,000 shares of preferred stock issued and
        outstanding.  The preferred stock is convertible into common stock, on
        a one share-for-one share basis, one year after the closing of the acquisition
        of WEIC.
 
 6.      Common
        Stock
  Six
        months Ended June 30, 2007:
  a)
              On
                  June 13, 2007, the Company issued 100,000 shares of common stock
                  for
                  consulting services valued at $12,740
                  (US$12,000).
  b)
              On
                  May 11, 2007, the Company issued 1,500,000 shares of common stock
                  for
                  consulting services valued at $332,250
                  (US$300,000).
  c)
              On
                  May 2, 2007, the Company issued 1,000,000 shares of common stock
                  to a
                  shareholder to settle a shareholder’s loan in the amount of
                  $58,578.  A loss on settlement of debt was recorded totalling
                  $74,550.
  d)
              On
                  April 24, 2007, the Company issued 2,000,000 shares of common stock
                  to a
                  director for consulting services with a fair value of $219,621
                  (US$190,000).
  e)
              On
                  April 4, 2007, the Company issued 2,000,000 shares of common stock
                  to a
                  director for consulting services valued at $254,540
                  (US$220,000).
  f)
              On
                  April 4, 2007, the Company issued 6,000,000 shares of common stock
                  to a
                  consultant at $0.05 per share for proceeds of $347,100 (US$300,000)
                  which
                  has been recorded as stock subscriptions receivable at June 30,
                  2007.
                  Stock-based compensation of $416,520 is included in general and
                  administration expense to reflect the fair value of this
                  transaction.
  g)
              On
                  March 8, 2007, the Company issued 1,263,158 common shares at approximately
                  US$0.12 per common share with a fair value of $176,922 (US$150,316)
                  to the
                  President of the Company in settlement of past services with a
                  fair value
                  of $136,153 (US$120,000), resulting in a loss on settlement of
                  debt of
                  $40,769 (US$30,316).
  h)
              On
                  March 8, 2007, the Company issued 343,399 common shares at approximately
                  US$0.12 per common share with a fair value of $48,098 (US$40,864)
                  to
                  various consultants in settlement of past services with a fair
                  value of
                  $39,670 (US$34,300), resulting in a loss on settlement of debt
                  of $8,428
                  (US$6,564).
  i)
              On
                  January 24, 2007, the Company issued 400,000 common shares at
                  approximately US$0.09 per common share to a consultant for consulting
                  services with a fair value of $40,191, of which $6,699 is included
                  in
                  prepaid expenses.
  j)
              For
                  the six months ended June 30, 2007, the Company received proceeds
                  of
                  $381,295 (US$330,010) relating to the 30,000,000 common shares
                  issued
                  during the year ended December 31,
                  2006.
  k)
              As
                  at June 30, 2007, a total of $559,053 is included in prepaid expenses
                  and
                  represents the value of future services to be received by the Company
                  in
                  exchange for the issuance of the Company’s common
                  shares.
  F-
              9
 *Table
            of Contents*
 12
 Welwind
              Energy International Corporation
 Notes
            to
            the Consolidated Financial
            Statements (Expressed
              in Canadian Dollars)
 (Unaudited)
  
 6.      Common
        Stock (continued)
  Stock
        Options
  On
        June
        23, 2006, the Company adopted a fixed stock option plan that provides for
        the
        issuance of incentive and non-qualified stock options to officers, directors,
        employees and non-employees to acquire up to 15,000,000 shares of the Company's
        common stock. The Board of Directors determines the terms of the options
        granted, including the number of options granted, the exercise price and
        the
        vesting schedule. The stock option plan will expire December 31,
        2016.
  A
        summary
        of the Company’s stock option activity is as follows:
  Six
                  months ended
                June
                  30, 2007Number
                  of Options
              Weighted
                  Average Exercise Price
              Aggregate
                Intrinsic
                ValueOutstanding,
                  December 31, 2006
              450,000
              US$
                  0.04Granted
              
              Cancelled
                  / Forfeited
              
              Exercised
              
              Outstanding,
                  June 30, 2007
              450,000
              US$
                  0.04
              US$  24,750
 
 Exercisable,
                  June 30, 2007
              450,000
              US$
                  0.04
              US$  24,750
 
  There
        are
        no unvested stock options as at June 30, 2007.
  Warrants
  The
        following table summarizes the continuity of the Company’s
        warrants:
  Number
                  of
                Warrants
              
              Weighted
                Average
                Exercise
                PriceBalance,
                  December 31, 2006
              
              391,863
              
              US$
                  0.15Granted
                  during the period
              
              
              
              Exercised
                  during the period
              
              
              
              Balance,
                  June 30, 2007
              
              391,863
              
              US$
                  0.15
 
 Number
                  of
                Warrants
              
              Expiry
                  DateWarrants
                  outstanding, June 30, 2007
              
              391,863
              
              November
                  30, 2007
 F-
                10
 *Table
              of Contents*
 13
 Welwind
                Energy International Corporation
 Notes
                to the
                Consolidated Financial Statements
 (Expressed
                in Canadian
                Dollars)
 (Unaudited)
 7.      Commitments
  a)
              The
                  Company entered into an agreement dated January 18, 2006, with
                  the
                  Government of Yangxi City (“Yangxi”) for the development of a wind farm
                  producing a total of 400,000 kilowatt (“KW”) per year of electrical power
                  in the next ten years. The Company has 18 months from the date
                  of the
                  agreement to construct the plant.  Yangxi will assist the
                  Company in securing land, sale price for the electricity, financing
                  and
                  preferential tax treatment. Initially, the Company will be required
                  to
                  prepare a community wind assessment and a feasibility study for
                  approval.
                  Yangxi can terminate the agreement if the project is not under
                  construction within 24 months of signing the agreement. As at December
                  31,
                  2006, the Company has commenced construction on the
                  plant.
  b)
              The
                  Company entered into an agreement dated March 21, 2006, with the
                  Zhanjiang
                  Foreign Trade & Economic Bureau (“Zhanjiang”) for the development of a
                  wind power generation project in Zhanjiang City in the Guangdong
                  Province.
                  The project is expected to produce 600,000 KW per year, with Phase
                  1 being
                  100,000 KW per year. The Company had six months from the date of
                  the
                  agreement to begin Phase 1 (commenced) or Zhanjiang had the right
                  to
                  terminate the agreement. The Company granted a 20% interest in
                  this
                  project to an investor.
  c)
              The
                  Company rents, on a month-to-month basis, its industrial and office
                  space
                  for $1,830 per month, office space in China for approximately $1,000
                  per
                  month and warehouse space for $1,920 per
                  month.
 
 
 8.      Segment
        Disclosures
  The
        Company follows the guidance in SFAS No. 131, “*Disclosure About Segments of
        an Enterprise and Related Information*”.  Reporting segments are
        based upon the Company’s internal organization structure, the manner in which
        the Company’s operations are managed, the criteria used by the Company’s chief
        operating decision-maker to evaluate segment performance, the availability
        of
        separate financial information, and overall materiality
        considerations.
  The
        Bakery reporting segment is comprised of the operations of Welwind Energy
        International Corporation (Delaware company).  The wind farm reporting
        segment is comprised of the operations of Welwind Energy International Corp.
        (Alberta company).
  Direct
        contribution consists of revenues less direct costs.  Direct costs
        include specific costs of revenues, sales and marketing expenses, and general
        and administrative expenses over which there is direct discretionary control,
        such as marketing and sales programs, customer support expenses, bank charges
        and bad debt write-offs.  Expenses, over which there is no
        discretionary control, such as site operations costs, product development
        expenses, and general and administrative cost, are monitored by corporate
        management and are not evaluated in the measurement of segment
        performance.
  Six
        months ended June 30, 2007:
  
 Bakery
                $
              Wind
                  Farm
                $
              Corporate
                  and Eliminations
                $
              Consolidated
                $Revenue
              
              131,436
              –
              –
              131,436Cost
                  of sales
              
              (50,150)
              –
              –
              (50,150)Gross
                  profit
              
              81,286
              –
              –
              81,286Operating
                  expensesGeneral
                  and administrative
              
              192,566
              209,096
              2,390,025
              2,791,687Loss
                  from operations
              
              (111,280)
              (209,096)
              (2,390,025)
              (2,710,401)Other
                  expensesLoss
                  on settlement of debt
              
              –
              –
              123,747
              123,747Net
                  loss
              
              (111,280)
              (209,096)
              (2,513,772)
              (2,834,148)
  F-
              11
 *Table
            of Contents*
 14
 Welwind
              Energy International Corporation
 Notes
              to the
              Consolidated Financial Statements
 (Expressed
              in Canadian
              Dollars)
 (Unaudited)
  8.      Segment
        Disclosures (continued)
  The
        Company’s long-lived assets are allocated as follows:
  As
                  at
                June
                  30,2007$Corporate
              
              491Bakery
              
              2,440Wind
                  Farm
              
              2,206,363Total
                  long-lived assets
              
              2,209,294
   All
        the
        Company’s long-lived assets are located in Canada and China.
  The
        Company has two geographic business areas: Canada and China.  Total
        revenues in Canada were $131,436 during the six months period ended June
        30,
        2007.
  Geographic
        Information:
 
 Six
                  Months Ended
                June
                  30,Revenues
              
              2007$Canada
              
              131,436China
              
              -Total
              
              131,436
 
 F-
                12
 *Table
              of Contents*
 15
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
        OPERATION**
 
 *This
        discussion and analysis should be read in conjunction with the accompanying
        Consolidated Financial Statements and related notes. Our discussion and analysis
        of our financial condition and results of operations are based upon our
        consolidated financial statements, which have been prepared in accordance
        with
        accounting principles generally accepted in the United States. The preparation
        of financial statements in conformity with accounting principles generally
        accepted in the United States of America requires us to make estimates and
        assumptions that affect the reported amounts of assets and liabilities,
        disclosure of any contingent liabilities at the financial statement date
        and
        reported amounts of revenue and expenses during the reporting period. On
        an
        on-going basis we review our estimates and assumptions. Our estimates were
        based
        on our historical experience and other assumptions that we believe to be
        reasonable under the circumstances. Actual results are likely to differ from
        those estimates under different assumptions or conditions, but we do not
        believe
        such differences will materially affect our financial position or results
        of
        operations. Our critical accounting policies, the policies we believe are
        most
        important to the presentation of our financial statements and require the
        most
        difficult, subjective and complex judgments, are outlined below in‘‘—Critical
        Accounting Policies,’’ and have not changed significantly.*
 
 *In
        addition, certain statements made in this report may constitute “forward-looking
        statements”. These forward-looking statements involve known or unknown risks,
        uncertainties and other factors that may cause the actual results, performance,
        or achievements of the Company to be materially different from any future
        results, performance or achievements expressed or implied by the forward-looking
        statements. Specifically, 1) our ability to obtain necessary regulatory
        approvals for our products; and 2) our ability to increase revenues and
        operating income, is dependent upon our ability to develop and sell our
        products, general economic conditions, and other factors. You can identify
        forward-looking statements by terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “continues” or the negative of these terms or other
        comparable terminology. Although we believe that the expectations reflected-in
        the forward-looking statements are reasonable, we cannot guarantee future
        results, levels of activity, performance or achievements.*
 
 ***Overview***
  We
        see
        wind power becoming an efficient power source globally. Welwind’s current
        projects focus is in the wind energy sector with future renewable energy
        applications under consideration. Renewable energy is power that comes from
        renewable resources such as the sun, wind and organic matter. These resources
        are constantly replenished by nature and are a cleaner source of energy.
        Welwind’s goal is to add more renewable energy globally, resulting in cleaner
        air and a more stable energy supply for our future.
  Welwind
        Energy International was founded to build, own and operate wind farms on
        an
        international scale. Our current project focus is to bridge the North
        America-China link by building wind farms in China. Concurrently with the
        development of the wind farm projects, the Company intends to continue to
        operate the retail bakery and food store and its manufacturing and distribution
        of specialty health food products.
 
 ***Our
        Corporate History***
 
 The
        Company was incorporated on December 18, 1997, pursuant to the laws of the
        State
        of Delaware under the name of Autoeye Inc. On February 25, 2000, as part
        of an
        acquisition of The Forest Industry Online Inc., we changed our name to
        forestindustry.com, Inc. Prior to this acquisition, our Company was inactive.
        On
        October 25, 2002, we entered into a share exchange agreement with GolfLogix,
        Inc., a British Columbia, Canada corporation (“GolfLogix Canada”) that was
        incorporated in February 2000, as West Coast Electric Vehicle Distributors,
        Inc.
        Under the terms of the Share Exchange Agreement, we acquired all of the
        outstanding shares of GolfLogix Canada in exchange for 2,500,000 shares of
        our
        common stock. As a result, GolfLogix Canada was a wholly owned subsidiary
        of our
        Company.
 
 Prior
        to
        the acquisition of Golflogix Canada, our business activities included designing
        web sites and operating and maintaining a computer internet web site for
        companies associated with the forest and wood product industries. However,
        subsequent to the acquisition of this business we failed to generate
        profitability and incurred negative cash flows from operations. GolfLogix
        Canada, a distributor of golfing merchandise and has entered into an agreement
        to purchase a licensing right to market and distribute the GolfLogix System
        in
        Canada.
 
 *Table
            of Contents*
 16
 After
        our
        acquisition of GolfLogix Canada, on November 30, 2002, we entered into a
        stock
        purchase agreement with Cherry Point Consulting, resulting in a divestiture
        of
        the assets of Forest Industry Online. Under the agreement, Cherry Point
        Consulting purchased shares of Forest Industry Online and assumed all of
        the
        related assets and liabilities of the same. On January 7, 2003, we changed
        our
        name to Global Golf Holdings, Inc.
 
 On
        April
        15, 2004, the Company filed a Form 8-K announcing that due to lack of success
        in
        executing the Company’s business plan and considerable under funding of the
        same, that the Board of Directors had determined that it was no longer viable
        to
        continue operations under the current business plan.
  On
        November 23, 2004 the Registrant closed on the Agreement with Low Carb Centre
        and affiliates (hereinafter “LCC”). LCC is a privately held company organized
        under the laws of British Columbia, Canada with its primary business being
        the
        retail sales and distribution of gourmet low carbohydrate food products through
        its traditional brick-and-mortar retail stores and the World Wide Web at
        www.lowcarbcentre.com. The Low Carb Bakery (“LCB”) is a privately held company
        organized under the laws of British Columbia, Canada with its primary business
        being the manufacturing of food products for the LCC retail market. McNabb
&
Associates (“MNA”) is a privately held company organized under the laws of
        British Columbia, Canada with its primary business being the management and
        supervision of the business operations of both LCC and LCB.
 
 Under
        the
        terms of the LCC Transaction, the Registrant acquired substantially all of
        the
        assets of LCC, including, but not limited to, LCC’s suppliers, customer and
        vendor lists and records pertaining thereto, the trade names “Low Carb Centre,”
“Low Carb Bakery” and “McNabb and Associates,” all registered and unregistered
        trademarks, service marks, sales marks, colors, names and slogans relating
        to
        the business, and all applications for any of the foregoing, together with
        all
        of the Sellers’ rights to use all of the foregoing forever, and all goodwill
        associated with the foregoing, the existing phone number(s) and websites
        of the
        business, all assets referred to or referenced within any audited financial
        statements of the business in preparation or consideration of the closing
        of the
        LCC Transaction and any and all recipes, trade secrets, trade practices,
        décor,
        goodwill, clients, equipment, furniture, assets, machinery, trade fixtures,
        miscellaneous supplies, inventory, existing contracts and tangible personal
        property.
 
 Consideration
        for the LCC Transaction was 14,743,199 newly issued shares of the Registrant
        post-reverse split. The terms and conditions of the Agreement were determined
        in
        arm’s length negotiations between the Registrant and LCC.
 
 The
        terms
        and conditions of the Asset Purchase Agreement were determined in arm’s length
        negotiations between the Company and LCC.
 
 Since
        the
        LCC Transaction effectively constituted a reverse purchase with the management
        and shareholders of LCC essentially assuming the same positions in Vitasti,
        reverse purchase accounting principles were utilized by the Company in
        accounting for that transaction.
 
 ***The
        Acquisition of Welwind Energy International
        Corporation.***
 
 On
        April
        11, 2006, the Company and Welwind Energy International Corporation, a
        corporation duly incorporated under the laws of the Province of Alberta,
        Canada,
        and the shareholders of Welwind Energy International Corporation (the
“Shareholders”), entered into a Share Exchange Agreement (the ‘Agreement”). The
        Agreement was closed on the 17th of August
        2006.
        Per the Agreement, the Company acquired 100% of Welwind Energy International
        Corporation in exchange for 11,000,000 unregistered shares of Vitasti, which
        were distributed to the Shareholders as required by the terms of the Agreement.
        The Shareholders are subject to the resale provisions of Rule 144.
 
 On
        October 26, 2006, the Company filed in the office of the Secretary of State
        for
        the State of Delaware a Certificate of Amendment to the Company’s Certificate of
        Incorporation, causing the name of the Company to be changed from Vitasti,
        Inc.
        to Welwind Energy International Corp.
 
 *Table
            of Contents*
 17
 WEIC
        was
        founded in 2005 to build, own and operate wind farms on an international
        scale.
        Their current project is to bridge the North America-China link by building
        wind
        farms in China beginning along the South China Sea. The Company took several
        trips to China where two contracts were signed with the cities of Yangxi
        and
        Zhanjiang in the Province of Guangdong. The signed contracts allow the Company
        to build up to 1000 Megawatts (“MW”) of wind power in Guangdong Province. The
        company has also been in negotiations for a 50 year purchase price agreement
        (“PPA”) as well.  The engineering, procurement and Construction (EPC)
        contractor, China Machine International Building Corp., has agreed to provide
        the engineering, procurement and construction on the projects along with
        performance bonds.
 
 Representatives
        of the Company attended the Renewable Energy Finance Asia Conference in Hong
        Kong. The investment forum brought together International Industry leaders
        and
        presented networking discussions from Carbon markets and alternative energy.
        Investors, Fund managers, Utilities Government, Asian Development Banks,
        The
        World Bank and the United Nations were among those in attendance, providing
        experience and perspective to this growing market. The event clearly solidifies
        the confidence of renewable energy in Asia and provided us with numerous
        networking opportunities.
 
 We
        were
        able to spend one on one time with representatives of the International Finance
        Corporation/World Bank to discuss international developments and economic
        growth
        of the company.
 
 While
        in
        China, the Company formally signed the commitment for a land lease pertaining
        to
        the Zhanjiang wind farm. We plan to build forty-nine (49) MW in the first
        phase
        of a six hundred (600) MW wind farm on this property.
 
 In
        regards to the Yangxi wind farm project, the base is complete and the
        installation of the 100 meter meteorological tower took place in June of
        2006.
        The data collected over the next year will provide the necessary information
        required to build out the wind farm. The Yangxi wind farm will start as a
        49 MW
        project building out to 400 MWs.
 
 ***Product***
 
 The
        Zhanjiang Project
 
 The
        Zhanjiang Project will see the instillation of a six hundred (600) MW wind
        farm
        on the subject property.  We recently announced that through a
        cooperative agreement with Guangzhou Engga Wind Energy Co. Ltd (“Engga”) that
        the first turbine produced by Engga for the Company rolled-off the production
        line in February 2007. This turbine will be the first installed turbine for
        the
        Zhanjiang Project, during this Phase 1, the Company plans to build forty-nine
        (49) MWs.  The Company has constructed the base for the first turbine
        and expects that the first turbine will be installed on the Zhanjiang Project
        sometime in April of 2007 once curing is complete. The first turbine installed
        is expected to generate enough power to supply electricity for up to 1000
        homes
        in the region.
 
 ***Supply***
 
 The
        Company and Guangzhou Engga Wind Energy Co. Ltd. (“ENGGA”) announced a
        cooperative relationship where by the Company and ENGGA will work together
        on
        the technology and future supply of all Welwind turbines. The agreement gives
        Welwind priority for all turbines to be manufactured by ENGGA. ENGGA is the
        sino-joint enterprise with the shareholders by Britain ENGGA Power Generator
        Co., Ltd. and Hong Kong ENGGA Investment Co., Ltd. with the registered capital
        reaching RMB30 million and specializing in making, selling and installing
        wind
        power generation equipments, as well as selling parts of wind power generation
        equipments.
 
 ***Our
        Strategy***
 
 During
        2006, we successfully completed several important milestones that we believe
        were fundamental to our being able to achieve growth from our business model
        for
        project developments in the alternative energy market and continued growth
        in
        our health and wellness operations.
 
 *Table
            of Contents*
 18
 These
        milestones include:
 
 ·
              Development
                  of several private label products currently being sold under the
                  brand
                  name “Carb Craver Alternatives”
 ·
              Successfully
                  launched our line of Amazon Acai Berry Granolas currently for sale
                  in
                  various retail chains including Whole Foods Markets and Harry &
                  David
 
 ·
              Completed
                  significant research and development paving the way for future
                  leading
                  edge products including the development of a line of nutrition
                  bars
 ·
              Developed
                  a business model to pursue development of wind energy projects
                  internationally
 ·
              Acquired
                  our first wind energy development company through the acquisition
                  of
                  Welwind Energy International Corporation in August
                  2007
 
 As
        a
        result of the achievements of these milestone and our ongoing marketing and
        business development efforts, we have set the ground work for promising results
        for the organization.  Our current focus in the alternative energy
        market will be our primary focus in our business moving forward for 2007.
        The
        capital currently available to us and future financings will be for the
        development and operation of wind farms in China and continued expansion
        of wind
        projects globally. The company sees additional growth via acquisitions of
        additional wind farm projects.
 
 ***Our
        Industry***
 
 On
        February 2, 2007, the Global Wind Energy Council (“GWEC”) announced that the
        wind energy markets around the world exceeded expectations in 2006. GWEC
        is the
        industry's global trade organization, with a combined membership of over
        1,500
        organizations involved in hardware manufacture, project development, power
        generation, finance and consultancy, as well as researchers, academics and
        associations. More information can be viewed on their web site which is
        www.gwec.org and it contains much information on the industry and its
        markets.
 
 The
        GWEC
        report further states that in terms of economic value, the wind energy sector
        has now become firmly installed as one of the important players in the energy
        markets, with the total value of new generating equipment installed in 2006
        reaching €18 billion, or USD$23 billion.  Outside of Europe, Asia has
        experienced the largest growth in the industry, in 2006 the continent accounted
        for 24% of new instillations of wind power facilities.
 
 Specifically,
        according to the GWEC release, China more than doubled its total installed
        capacity by installing 1,347 MW of wind energy in 2006, a 70% increase from
        last
        year’s figure. This brings China up to 2,604 MW of capacity, making it the sixth
        largest market worldwide. The Chinese market was boosted by the country’s new
        Renewable Energy Law, which entered into force on 1 January 2006.
 
 ***Wind
        Energy Industry Participants***
 
 As
        wind
        energy technology gains wider acceptance, competition may increase as large,
        well-capitalized companies enter the business. As previously stated, wind
        energy
        is the fastest growing source of energy worldwide for three consecutive years.
        Energy companies such as British Petroleum, Shell Oil Company’s Wind Energy arm,
        Siemens and other major companies in the energy sector, see opportunities
        in
        wind power development.  Additionally, there are many smaller
        companies that are seeking out opportunities in the wind energy
        sector.
 
 In
        some
        cases, competitors may have longer operating histories, more customers, greater
        financial strength, more name recognition, and larger technical
        staffs.  These competitors may be able to more readily identify and
        acquire suitable locations to exploit the growth in the wind energy sector
        more
        easily because of their financial resources and awareness in the market.
        Our
        larger competitors can also devote substantially more resources to business
        development and may adopt more aggressive pricing policies.
 
 ***Distribution***
 
 The
        Company continually analyzes population growth and both national and
        international economic factor, in determining energy demands in identified
        areas. Should the Company make the determination and successfully identify
        suitable property or properties, the Company would test the site to determine
        whether sufficient wind energy resources are available to effectively and
        efficiently displace current electricity sources, thus reducing pollution
        from
        fossil fuel. Upon completion of the analysis, the Company would attempt,
        if
        conditions were favorable, to obtain land right and apply for permits to
        install
        and operate a wind power generating plant.
 
 *Table
            of Contents*
 19
 ***Trademarks***
 
 The
        Company currently holds no Trademarks.
 
 ***Governmental
        Regulation***
 
 We
        do not
        use, generate or discharge toxic, volatile or otherwise hazardous chemicals
        and
        wastes in our research and development and manufacturing activities. However,
        we
        are subject to a variety of foreign, federal, state and local governmental
        regulations. At this time, we believe that we have all permits necessary
        to
        conduct our business.
 
 We
        are
        not aware of any environmental investigation, proceeding or action by foreign,
        federal or state agencies involving our current facilities or operations.
        If we
        fail to comply with present or future environmental regulations, we could
        be
        subject to fines, suspension of production or a cessation of operations.
        Any
        failure by us to adequately comply with existing and future regulations could
        subject us to financial liabilities, operational interruptions and adverse
        publicity, any of which could materially and adversely affect our business,
        results of operations and financial condition.
 
 **Quarterly
        Developments**
 
 During
        the quarter ended June 30, 2007, the Company reported the following
        events:
 
 (1)
              Installation
                  of first 750 Kw test turbine in the Zhanjiang Windfarm site on
                  May 14,
                  2007.
  
 **Change
        in Reporting Currency**
 
 Effective
        January 1, 2005, the Company changed its reporting currency from the U.S.
        dollar to the Canadian dollar. The reason for this change was because a majority
        of the Company’s assets and operations are located in Canada. All amounts set
        forth in this filing are in Canadian Dollars, unless otherwise
        indicated.
 
 **Liquidity
        and Capital Resources**.
 
 At
        June
        30, 2007, we had $86,637 in cash and total current assets of $680,267 and
        our
        current liabilities are $514,438.  We may require additional capital
        investments or borrowed funds to meet cash flow projections and carry forward
        our future business objectives.  There can be no assurance that we will be
        able to raise capital from outside sources in sufficient amounts to fund
        our
        business.
 
 The
        failure to secure adequate outside funding would have an adverse affect on
        our
        expansion plan of operation and results therefrom and a corresponding negative
        impact on shareholder liquidity.
  At
        June
        30, 2007, the Company used $659,443 of net cash flows in operating activities
        and $287,403 for the purchase and construction of equipment, the majority
        of
        which relates to the wind farm project. However, the Company was able to
        fund
        operations by receiving subscription proceeds of $381,295 and advances from
        shareholders of $49,006.
 *Table
              of Contents*
 20
 **FINANCIAL
        CONDITION AND CHANGES IN FINANCIAL CONDITION**
 
 The
        following analysis of historical financial condition and results of operations
        are not necessarily reflective of the on-going operations of the
        Company.
 
 ***Overall
        Operating Results - Comparison of Period Ended June 30, 2007 to Period Ended
        June 30, 2006***
 
 We
        had
        $48,861 in sales during the three months ended June 30, 2007, compared to
        $33,353 for the three months ended June 30, 2006.  The increase in sales
        was due to the Company obtaining two new customers during the
        period.  The Company’s gross profit percentage decreased from 66%
        during the three month period ended June 30, 2006 to 44% during the three
        month
        period ended June 30, 2007 due to the strong Canadian dollar against the
        US
        dollar.
 
 We
        anticipate that increased marketing efforts will generate the required revenues
        to sustain our anticipated growth. There can be no assurances that this will
        occur.
 
 General
        and administrative expenses incurred during the three months ended June 30,
        2007
        totaled $1,592,894. These expenses were incurred primarily for the following
        reasons:
 
 ·
              Accounting,
                  audit and legal fees of approximately $17,773;·
              Business
                  consulting fees of $1,355,027 (including stock-based compensation
                  of
                  $1,300,886); and·
              Other
                  expenses of $220,094.
  Similar
        expenses incurred for the quarter ended June 30, 2006 were $595,087. These
        expenses were incurred primarily for the following reasons:
 
 ·
              Accounting,
                  audit and legal fees of approximately $12,091;·
              Business
                  consulting fees of $257,173 (including stock-based compensation
                  of
                  $104,575); and·
              Other
                  expense of $325,823.
  Also,
        there were 5,600,000 newly issued shares for the payment of services during
        the
        three months ended June 30, 2007, compared to 4,126,795 shares for the same
        period in the prior year.
 
 We
        incurred a net loss for the three month period ended June 30, 2007 of $1,645,820
        as compared to a net loss of $667,525 for the comparable prior year period.
        These losses were attributable to the aforementioned operating expenses.
        The
        increase in net loss was a result of the increase in stock based compensation
        from $104,575 for the three month period ended June 30, 2006 to $1,300,886
        for
        the three month period ended June 30, 2007.  In addition, there was a
        general increase in travel expenses and other general and administrative
        expenses due to the operations in China that occurred during the three month
        period ended June 30, 2007. The China operations did not exist during the
        three
        month period ended June 30, 2006.
 
 **Plan
        of Operation for The Next Twelve Months**.
 
 Our
        current focus in the alternative energy market will be a primary focus in
        our
        business moving in 2007. A significant portion of the capital currently
        available to us and future financings will be for the development and operation
        of wind farms in China. The company sees additional growth via acquisitions
        of
        additional wind farm projects.
  Our
        cash
        requirements depend on numerous factors, including research and development
        activities. We will examine growth opportunities, including strategic alliances,
        and we expect any such activities will be funded from issuance of additional
        equity or additional borrowings, subject to market and other
        conditions.
 
 As
        a
        direct result of the recent financings, we have sufficient cash resources
        to
        complete the build out of the first demonstration turbine which will give
        us
        access to a local powerline and a power purchase agreement (PPA) for the
        Zhanjiang project.  With the interconnect we then have the ability to
        build out further turbines for the 49 MGW phase one project.  A
        portion of the current funds raised will be designated to the Yangxi project
        to
        begin development.
 
 *Table
            of Contents*
 21
 Any
        additional growth of the company will require additional cash infusions.
        We may
        face expenses or other circumstances such that we will have additional financing
        requirements. In such event, the amount of additional capital we may need
        to
        raise will depend on a number of factors. These factors primarily include
        the
        extent to which we can achieve revenue growth, the profitability of such
        revenues, operating expenses, research and development expenses, and capital
        expenditures. Given the number of programs that we have ongoing and not
        complete, it is not possible to predict the extent or cost of these additional
        financing requirements.
  Notwithstanding
        the numerous factors that our cash requirements depend on, and the uncertainties
        associated with each of the major revenue opportunities that we have, we
        believe
        that our plan of operation can build long-term value if we are able to
        demonstrate clear progress toward our objectives.
  This
        Company does not anticipate any contingency upon which it would voluntarily
        cease filing reports with the SEC, even though it may cease to be required
        to do
        so. It is in the compelling interest of this Registrant to report its affairs
        quarterly, annually and currently, as the case may be, generally to provide
        accessible public information to interested parties, and also specifically
        to
        maintain its qualification for the OTCBB.
 
 The
        failure to secure adequate outside funding would have an adverse affect on
        our
        expansion plan of operation and results therefrom and a corresponding negative
        impact on shareholder liquidity.
 
 **Risk
        Factors**
 
 ***Cautionary
        Statement on Forward-Looking Statements***
 
 We
        have
        made and will make “forward-looking statements” within the meaning of
        Section 27A of the Securities Act of 1933 and Section 21E of the
        Securities Exchange Act of 1934 in this Quarterly Report on Form 10-QSB and
        in other contexts relating to future growth and profitability targets and
        strategies designed to increase total shareholder value. Forward-looking
        statements also include, but are not limited to, information regarding our
        future economic and financial condition, the plans and objectives of our
        management and our assumptions regarding our performance and these plans
        and
        objectives.
 
 The
        Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
        forward-looking statements to encourage companies to provide prospective
        information, so long as those statements are identified as forward-looking
        and
        are accompanied by meaningful cautionary statements identifying important
        factors that could cause actual results to differ materially from those
        discussed in the forward-looking statements. We desire to take advantage
        of the
“safe harbor” provisions of that Act.
 
 Some
        forward-looking statements that we make in this Quarterly Report on
        Form 10-QSB and in other contexts represent challenging goals for our
        company, and the achievement of these goals is subject to a variety of risks
        and
        assumptions and numerous factors beyond our control. Important factors that
        could cause actual results to differ materially from the forward-looking
        statements we make are described below. All forward-looking statements
        attributable to us or persons working on our behalf are expressly qualified
        in
        their entirety by the following cautionary statements.
 
 **Going
        Concern**
 
 Our
        auditors have expressed substantial doubt about our ability to continue as
        a
        going concern, which may result in the loss of your entire investment. If
        we
        discontinue operations, you will lose your entire investment.
 
 Our
        business is capital intensive and will require additional financing which
        will
        result in dilution to existing shareholders which would in turn reduce the
        share
        price of earlier issued shares. Our operations are capital intensive and
        growth
        will consume a substantial portion of available working capital. We may require
        additional capital in order to fund our operations. We do not have any
        commitments for additional financing and there can be no assurance that such
        additional funding, if required, will be available, or if available, will
        be
        available upon favorable terms. With respect to our ability to obtain financing
        on favorable terms, we do not have significant assets to serve as loan
        collateral. Still further, we presently do not have a sufficient cash flow
        to
        qualify for reasonable debt financing. Insufficient funds may prevent us
        from
        implementing our business strategy. In the event we raise additional funds
        through the issuance of equity securities, dilution to the then existing
        stockholders will result and future investors may be granted rights superior
        to
        those of existing stockholders. Accordingly, such dilution would reduce the
        share price of the earlier issued shares.
 
 *Table
            of Contents*
 22
 ***Possible
        Delisting***
 
 On
        November 16, 2005, the Securities and Exchange Commission (SEC) approved
        the
        proposed rule change to NASD Rule 6530, also known as the Eligibility Rule.
        Under the rule change, OTC Bulletin Board (OTCBB) issuers that are cited
        for
        filing delinquency three times in a 24-month period and those removed for
        failure to file two times in a 24-month period will be ineligible for quotation
        by an NASD member. The new rule will apply to filings for reporting periods
        ending on and after October 1, 2005.
 
 Since
        October 1, 2005, the Company has been cited for a filing delinquency two
        (2)
        times. If the Company is cited for a filing delinquency for a third time
        on or
        before April 20, 2008, then the Company will be ineligible for quotation
        by an
        NASD member, which would cause an investor or an existing shareholder to
        potentially lose all or part of his investment.
 
 ***Lack
        of operations, positive cash flow and profitability may continue which will
        affect our ability to remain in business***
 
 Since
        the
        inception of the Company, we have been unable to generate positive cash flow
        or
        profits in the industries in which we participate. If we do not generate
        positive cash flow and hence become profitable, we may not be able to remain
        in
        business.
 
 ***Uncertainty
        of commercial success may affect our ability to remain in
        business***
 
 With
        respect to our revenue and profitability prospects, we may not be able to
        achieve commercial success with our operations. Furthermore, our industry
        is
        characterized by rapid change and growth. Accordingly, we may not be able
        to
        keep up with the pace of change or fund its growth. If we fail to achieve
        commercial success, we will continue to suffer net losses and we will have
        to go
        out of business.
 
 ***Competition
        may have an adverse effect on our business***
 
 We
        are
        subject to competition from other companies that may try to emulate or compete
        with similar products or services. These competitors have been in the business
        longer than us and may have large executive and operating staffs. Our prospects
        may be adversely affected by competition from these companies. The introduction
        of similar or superior products by current or future competitors could have
        a
        material adverse effect on our business and financial condition.
 
 ***Dependence
        on management will affect our profitability***
 
 Future
        success depends on the continued services of the Company’s Chief Executive
        Officer, President and Chief Operating Officer. The loss of any of their
        services would be detrimental and could have a material adverse effect on
        the
        business, financial condition and results of operations. Future success is
        also
        dependent on our ability to identify, hire, train and retain other qualified
        managerial and other employees. Competition for these individuals is intense
        and
        increasing. We may not be able to attract, assimilate, or retain qualified
        managerial personnel and our failure to do so could have a material adverse
        effect on the business, financial condition and results of
        operations.
 
 ***Risks
        Relating to Our Common Stock***
 
 Due
        to
        the fact that our common stock is listed on the NASD OTC Bulletin Board,
        there
        can be no assurance that a regular trading market for our common stock will
        ever
        be developed. As such, the investors must be able to bear the financial risk
        of
        losing their entire investment. Our common stock is listed on the NASD OTC
        Bulletin Board under the trading symbol “WWEI.” From time to time, the Company’s
        trading activity is volatile and subject to rapid changes in both trading
        volume
        and trading price. Therefore, investors should realize that they may be unable
        to sell our common stock if they purchase it. Accordingly, investors must
        be
        able to bear the financial risk of losing their entire investment in our
        common
        stock.
 
 *Table
            of Contents*
 23
 ***Lack
        of dividends may affect the value of your investment when compared to comparable
        stock, which does pay a dividend***
 
 We
        have
        never paid a cash dividend on our common stock. We are not obligated to pay
        a
        dividend on our common stock and do not anticipate payment of any dividends
        for
        the foreseeable future.. The value of your stock may be reduced in that
        prospective buyers may prefer a stock which does pay a dividend.
 
 ***Potential
        volatility of stock price will affect the value of our common
        stock***
 
 There
        can
        be no assurance that an active public trading market can be established or
        sustained. Furthermore, if a regular trading market for the common stock
        is
        established, the shares could be subject to significant fluctuations in response
        to operating results and other factors, many of which are not within our
        control. Accordingly, you may not be able to obtain a satisfactory price
        for
        your shares if you need to sell some or all of your shares at a time when
        the
        shares may be depressed.
 
 **Critical
        Accounting Policies**.
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make a wide variety of estimates
        and assumptions that affect (i) the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities as of the date of the
        financial statements, and (ii) the reported amounts of revenues and expenses
        during the reporting periods covered by the financial statements. Our management
        routinely makes judgments and estimates about the effect of matters that
        are
        inherently uncertain. As the number of variables and assumptions affecting
        the
        future resolution of the uncertainties increases, these judgments become
        even
        more subjective and complex. The most significant accounting policies that
        are
        most important to the portrayal of our current financial condition and results
        of operations are as follows:
  **Revenue
        Recognition**
  The
        Company recognizes revenue in accordance with Securities and Exchange Commission
        Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
        Statements”. Revenue consists of the sale of products and is recognized only
        when the price is fixed or determinable, persuasive evidence of an arrangement
        exists, the product is shipped, and collectibility is reasonably
        assured.
  **Acquired
        Goodwill**
  Goodwill
        represents the excess of the purchase price of acquired assets over the fair
        values of the identifiable assets acquired and liabilities
        assumed.  Pursuant to SFAS No. 141, “Business Combinations” the
        Company does not amortize goodwill, but tests for impairment of goodwill
        on an
        annual basis and at any other time if events occur or circumstances indicate
        that the carrying amount of goodwill may not be
        recoverable.  Circumstances that could trigger an impairment test
        include but are not limited to: a significant adverse change in the business
        climate or legal factors; an adverse action or assessment by a regulator;
        unanticipated competition and loss of key personnel.  Goodwill is
        tested for impairment using present value techniques of estimated future
        cash
        flows; or using valuation techniques based on multiples of earnings. If the
        carrying amount of goodwill exceeds the implied fair value of that goodwill,
        an
        impairment loss is charged to operations.
  **Customer
        Relationships**
  Customer
        relationships consist of the relationships the Company has attained with
        the
        various levels of governments in China, which resulted in the entering of
        two
        agreements as noted in Note 7(h) and (i). The Company used the replacement
        cost
        approach for accounting for customer relationships.  This approach
        uses an estimate of what a notional purchaser would likely pay for the
        intangible asset in order to be in the same position of the Company at the
        date
        of the closing of the Asset Purchase Agreement.  The Company will
        amortize the carrying value of the customer relationships on a straight-line
        basis over the remaining estimated useful lives of the wind power plants
        upon
        commencement of the commercial production of electricity.
 
 *Table
            of Contents*
 24
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 ***Evaluation
        of Disclosure Controls and Procedures***
 
 As
        required by Rule 13a-15 under the Exchange Act, we have carried out an
        evaluation of the effectiveness of the design and operation of our disclosure
        controls and procedures as of the end of the period covered by this annual
        report. This evaluation was carried out under the supervision and with the
        participation of our management, including our principal executive officer
        and
        principal financial officer. Based upon that evaluation, our principal executive
        officer and principal financial officer concluded that our disclosure controls
        and procedures are effective as at the end of the period covered by this
        annual
        report to ensure that information required to be disclosed by us in the reports
        that we file or submit under the Exchange Act is recorded, processed, summarized
        and reported within the time periods specified by the rules and forms of
        the
        SEC.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act is recorded, processed, summarized and
        reported, within time periods specified in the Securities and Exchange
        Commission'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 principal executive
        officer and principal financial officer, as appropriate, to allow timely
        decisions regarding required disclosure.
 
 ***Changes
        In Internal Controls Over Financial Reporting***
 
 During
        the year, the Company used an outside consulting firm to assist in the
        preparation of quarterly and annual consolidated financial statements in
        accordance with US Generally Accepted Accounting Principles.  This
        outside consulting firm also reviews account reconciliations and all equity
        transactions.  Other than the described changes, no other Changes in
        internal controls over financial reporting occurred during the current fiscal
        year that have materially affected, or are reasonably likely to materially
        affect, our internal controls over financial reporting.
 
 **PART
        II.**
 
 **ITEM
        1. LEGAL PROCEEDINGS**
 
 On
        August
        8, 2007, the Company filed a notice of claim against Yung Soon Lee for $13,516,
        the balance owed to the Company for stock options exercised during 2006. 
In addition, the Company is seeking to have Mr. Lee pay interest since the
        date
        that the debt is owed pursuant to the Court Order Interest Act.
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 N/A
 
 **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
 
 N/A
 
 **ITEM
        4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS**
 
 N/A
 
 *Table
            of Contents*
 25
 **ITEM
        5.OTHER INFORMATION**
 
 On
        July
        10, 2007, the Company disseminated a Press Release captioned “**Welwind
        Energy Announces Turbine Commissioning Complete -- Adventis Capital
        Retained.”**
 
 The
        Company received a letter from the Securities & Exchange Commission (“SEC”)
        dated July 24, 2007 commenting on the Company Form 10-KSB for the year ended
        December 31, 2006.  The SEC has requested that the Company provide
        additional disclosure related to its Results of Operations on page 16 of
        the
        subject Form 10-KSB. The SEC letter also requests that the Company amend
        any
        Forms 10-QSB as applicable.  The Company is working diligently to
        promptly respond to this letter.
 
 **ITEM
        6. EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a)
        Exhibits.
 
 EXHIBIT
                  NUMBER
              DESCRIPTION
              LOCATION3.1
                  - 3.2
              Articles
                  of Incorporation and Bylaws
              Incorporated
                  by reference as Exhibits to the Form 8-K filed on December 12,
                  2004 as
                  amended on February 3, 2005.31.1
              Rule
                  13a-14(a)/15d-14(a) Certification (CEO)
              Filed
                  herewith31.2
              Rule
                  13a-14(a)/15d-14(a) Certification (CFO)
              Filed
                  herewith32.1
              Section
                  1350 Certification (CEO)
              Filed
                  herewith32.2
              Section
                  1350 Certification (CFO)
              Filed
                  herewith
 
 (b) Reports
        on Form 8-K.
 
 The
        following reports on Form 8-K are incorporated by reference herein:
 
 (a)
              Form
                  8-K filed on April 4, 2007;(b)
              Form
                  8-K filed on May 8, 2007.
   *Table
            of Contents*
 26
  **Welwind
        Energy International Corp.**
 
 **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.
 Date: August
                  14, 2007
                /s/
                  TAMMY LYNN MCNABBBy:
                  Tammy-Lynn McNabb
                  Its:
                    *CEO*
   
 
  *Table
            of Contents*
 27