UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 _______________________________
 
 FORM
10 – QSB/A
 Amendment
No. 1
 _______________________________
 
 [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
 
 1
 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
  2
 EXPLANATORY
NOTE: This Form 10-QSB/A is being filed to restate the financial statements to
properly reflect certain consulting expenses for shares issued for services,
rather than shares having been issued for cash.  Additional information regarding this
restatement may be found on the Form 8-K filed by the Registrant on April 3,
2008. Only
those items affected by the restatement are being included in this
amendment.
 3
 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
  4
 Welwind
Energy International Corporation
 Consolidated
Balance Sheets
 (Expressed
in Canadian Dollars)
 (Unaudited)
 June
      30,
                2007
                $
              
              
              December
      31,
                2006
                $(Restated
      –
                Note
      9)ASSETSCurrent
      AssetsCash
              
              
              86,637
              
              
              
              603,182Accounts
      receivable
              
              
              11,509
              
              
              
              14,115Inventory
              
              
              5,966
              
              
              
              15,424Prepaid
      expenses (Note 6)
              
              
              957,965
              
              
              
              1,417,630Total
      Current Assets
              
              
              1,062,077
              
              
              
              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
              
              
              3,271,371
              
              
              
              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
              
              
              (781,404
              )
              
              
              (1,151,605
              )Accumulated
      deficit
              
              
              (10,873,819
              )
              
              
              (8,074,381
              )Total
      Stockholders’ Equity
              
              
              2,756,933
              
              
              
              3,204,165Total
      Liabilities and Stockholders’ Equity
              
              
              3,271,371
              
              
              
              3,979,842
 
 (The
accompanying notes are an integral part of these consolidated financial
statements)
 5
 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
                $(Restated
      –
                Note
      9)
              
              
              
              
              
              (Restated
      –
                Note
      9)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
              
              
              1,558,184
              
              
              
              595,087
              
              
              
              2,756,977
              
              
              
              785,630Net
      Loss from Operations
              
              
              (1,536,560
              )
              
              
              (573,008
              )
              
              
              (2,675,691
              )
              
              
              (734,369
              )Other
      LossLoss
      on Settlement of Debt (Note 6)
              
              
              74,550
              
              
              
              94,517
              
              
              
              123,747
              
              
              
              94,517Net
      Loss for the Period
              
              
              (1,611,110
              )
              
              
              (667,525
              )
              
              
              (2,799,438
              )
              
              
              (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
 
 6
 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
                $(Restated
      –
                Note
      9)Operating
      ActivitiesNet
      loss for the period
              
              
              (2,799,438
              )
              
              
              (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
              
              
              2,086,213
              
              
              
              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
              
              
              25,573
              
              
              
              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)
 7
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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 $10,873,819. 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
  8
 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.
 
 9
 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
 10
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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
 11
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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
 12
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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 totaling
      $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 at
      US$0.11 per common share to a consultant for consulting services with a
      fair value of $763,620 of which $381,810 is included in prepaid
      expenses.
  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.
 
  13
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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
      $  0.15Number
      of
                Warrants
              
              
              
              Expiry
      DateWarrants
      outstanding, June 30, 2007
              
              
              391,863
              
              
              
              November
      30, 2007
 
   14
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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
              
              
              
              2,355,315
              
              
              
              2,756,977Loss
      from operations
              
              
              (111,280
              )
              
              
              (209,096
              )
              
              
              (2,355,315
              )
              
              
              (2,675,691
              )Other
      expensesLoss
      on settlement of debt
              
              
              –
              
              
              
              –
              
              
              
              123,747
              
              
              
              123,747Net
      loss
              
              
              (111,280
              )
              
              
              (209,096
              )
              
              
              (2,479,062
              )
              
              
              (2,799,438
              )
    15
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
  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
 
 9.
              Restatement
  The
Company has restated its consolidated financial statements for the period ended
June 30, 2007, to reflect additional consulting expenses related to shares
issued for services.  The Company had previously recorded the
6,000,000 shares described in Note 6(f) as issued for cash at $0.05 per share
for proceeds of $347,100 (US$300,000) which had been recorded as stock
subscriptions receivable, with an additional $416,520 recognized as stock-based
compensation.  The Company is restating its financial statements to
properly record the issuance of common stock for consulting services with a fair
value of $763,620, of which $381,810 is included in prepaid
expenses.
  The
accompanying consolidated financial statements for the period ended June 30,
2007 has been restated to effect the changes described above.  The
impact of the adjustments related to the increase in stock-based compensation as
at June 30, 2007 for the period then ended is summarized below:
  June
      30, 2007
                As
      Reported
                $
              
              
              Adjustment
                $
              
              
              
              June
      30, 2007
                As
      Restated
                $Consolidated
      Balance SheetCurrent
      AssetsPrepaid
      expenses
              
              
              576,155
              
              
              
              381,810
              
              (a)
              
              
              957,965Stockholders’
      EquityStock
      subscriptions receivable
              
              
              (1,128,504
              )
              
              
              347,100
              
              (a)
              
              
              (781,404
              )Accumulated
      deficit
              
              
              (10,908,529
              )
              
              
              34,710
              
              (a)
              
              
              (10,873,819
              )Total
      Stockholders’ Equity
              
              
              2,375,123
              
              
              
              381,810
              
              (a)
              
              
              2,756,933
  (a)
              To
      record shares issued for services.
 
 
 16
 Welwind
Energy International Corporation
 Notes to
the Consolidated Financial Statements
 (Expressed
in Canadian Dollars)
 (Unaudited)
 9.
Restatement (continued)
  For
      the Six
                Months
      Ended
                June
      30, 2007
                As
      Reported
                $
              
              
              
              Adjustment
                $
              
              
              
              For
      the Six
                Months
      Ended
                June
      30, 2007
                As
      Restated
                $Consolidated
      Statement of OperationsGeneral
      and Administrative
              
              
              2,791,687
              
              
              
              (34,710
              )
              (a)
              
              
              2,756,977Net
      loss for the period
              
              
              (2,834,148
              )
              
              
              34,710
              
              (a)
              
              
              (2,799,438
              )Net
      Loss Per Share – Basic and Diluted
              
              
              (0.02
              )
              
              
              
              
              
              
              
              (0.02
              )
  (a)
              To
      record shares issued for services.
  For
      the Three
                Months
      Ended
                June
      30, 2007
                As
      Reported
                $
              
              
              
              Adjustment
                $
              
              
              
              For
      the Three Months Ended
                June
      30, 2007
                As
      Restated
                $Consolidated
      Statement of OperationsGeneral
      and Administrative
              
              
              1,592,894
              
              
              
              (34,710
              )
              (a)
              
              
              1,558,184Net
      loss for the period
              
              
              (1,645,820
              )
              
              
              34,710
              
              (a)
              
              
              (1,611,110
              )Net
      Loss Per Share – Basic and Diluted
              
              
              (0.01
              )
              
              
              
              
              
              
              
              (0.01
              )
  (a)
              To
      record shares issued for services.
 
  17
 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.
 
 18
 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.
  19
 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.
 
 20
 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.
 
 21
 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 were 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 $1,062,077 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.
 
 22
 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 $1,558,184. These expenses were incurred primarily for the following
reasons:
 
 ·
              Accounting,
      audit and legal fees of approximately $17,773;·
              Business
      consulting fees of $1,320,317 (including stock-based compensation of
      $1,266,176); 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 11,600,000 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 $1,611,110
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 $1,266,176 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.
 
 23
 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.
 
 24
 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.
 
 25
 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.
  26
 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.
  27
 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.
 Company NameDate:
      April 4, 2008
                By:
                /s/
      TAMMY LYNN MCNABBTammy-Lynn
      McNabbIts:
                CEO
  28