---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2010

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to________

Commission File Number 000-50861

AMERICAS WIND ENERGY CORPORATION(Exact name of
registrant as specified in its charter)

|Nevada                                                               | 20-0177856                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|24 Palace Arch Drive,
      Toronto, Ontario, Canada                 | M9A
      2S1                    
|(Address of principal executive offices)                             | (Zip Code)                       

416.233.5670(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] YES   [ ] NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).

[ ] YES   [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|Large accelerated filer | [ ] |                                               | Accelerated filer         | [ ]
|----------------------- | --- | --------------------------------------------- | ------------------------- | ---
|Non-accelerated filer   | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X]

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act

[ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
33,319,279 common shares issued and outstanding as of March 5,
2010

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

---

AMERICAS WIND ENERGY CORPORATIONCONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTSFOR THE SIX-MONTH PERIODS ENDED
JANUARY 31, 2010 AND 2009UNAUDITED(EXPRESSED IN U.S.
DOLLARS)

|CONTENTS                                                                             |                 
|------------------------------------------------------------------------------------ | ----------------
|Condensed
      Consolidated Interim Balance Sheets                                  | F-1             
|Condensed
      Consolidated Interim Statements of Operations and Comprehensive Loss | F-2             
|Condensed
      Consolidated Interim Statements of Cash Flows                        | F-3             
|Notes
      to Condensed Consolidated Interim Financial Statements                   | F-4
       F-14

---

|AMERICAS WIND ENERGY CORPORATION                                                                                                                                                                                                                          |   |             |   |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|Condensed Consolidated Interim Balance Sheets                                                                                                                                                                                                             |   |             |   |   |            |  
|January 31, 2010 and July 31, 2009                                                                                                                                                                                                                        |   |             |   |   |            |  
|(Expressed in U.S. Dollars)                                                                                                                                                                                                                               |   |             |   |   |            |  
|                                                                                                                                                                                                                                                          |   | January 31, |   |   | July 31,   |  
|                                                                                                                                                                                                                                                          |   | 2010        |   |   | 2009       |  
|                                                                                                                                                                                                                                                          |   | (Unaudited) |   |   | (Audited)  |  
|                                                                                                                                                                                                                                                          |   |             |   |   |            |  
|ASSETS                                                                                                                                                                                                                                                    |  
|Current Assets                                                                                                                                                                                                                                            |   |             |   |   |            |  
|Cash                                                                                                                                                                                                                                                      | $ | -           |   | $ | 17,637     |  
|Other
      receivables                                                                                                                                                                                                                                   |   | 3,476       |   |   | 1,451      |  
|Prepaid expenses                                                                                                                                                                                                                                          |   | 4,976       |   |   | 1,351      |  
|Total Current Assets                                                                                                                                                                                                                                      |   | 8,452       |   |   | 20,439     |  
|Equipment, Net(note 5)                                                                                                                                                                                                                                    |   | 657         |   |   | -          |  
|Accounts Receivable - Trade, Noncurrent(note 4)                                                                                                                                                                                                           |   | 46,760      |   |   | 46,405     |  
|Intangible Asset,Net(note 6)                                                                                                                                                                                                                              |   | 1,908,548   |   |   | 1,894,059  |  
|Total Assets                                                                                                                                                                                                                                              | $ | 1,964,417   |   | $ | 1,960,903  |  
|LIABILITIES                                                                                                                                                                                                                                               |  
|Current Liabilities                                                                                                                                                                                                                                       |   |             |   |   |            |  
|Bank indebtedness                                                                                                                                                                                                                                         | $ | 20,661      |   | $ | -          |  
|Accounts payable                                                                                                                                                                                                                                          |   | 155,756     |   |   | 110,184    |  
|Accrued liabilities                                                                                                                                                                                                                                       |   | 239,364     |   |   | 186,280    |  
|Due to
      stockholders (note 7)                                                                                                                                                                                                                        |   | 917,685     |   |   | 743,789    |  
|Convertible loan payable (note
      8)                                                                                                                                                                                                                   |   | 380,070     |   |   | 380,070    |  
|Total Current Liabilities                                                                                                                                                                                                                                 |   | 1,713,536   |   |   | 1,420,323  |  
|Long-Term Loan Payable(note 11(a))                                                                                                                                                                                                                        |   | 2,818,875   |   |   | 2,818,875  |  
|Total Liabilities                                                                                                                                                                                                                                         |   | 4,532,411   |   |   | 4,239,198  |  
|                                                                                                                                                                                                                                                          |   |             |   |   |            |  
|Commitments and Contingencies(note
      11)                                                                                                                                                                                                              |   |             |   |   |            |  
|                                                                                                                                                                                                                                                          |   |             |   |   |            |  
|STOCKHOLDERS'
      DEFICIT                                                                                                                                                                                                                               |  
|Capital Stock                                                                                                                                                                                                                                             |   |             |   |   |            |  
|Class
      "A" special voting shares, no par value;
                  
      30,000,000 shares authorized, 21,184,615 shares
                  
      issued and outstanding, however deemed to be
                   
      cancelled                   |   | -           |   |   | -          |  
|Common stock,
      $0.0001 par value per share;
                   
      100,000,000 shares authorized; 31,319,279 shares
                    
      issued and outstanding; 21,184,615 shares deemed
                    
      issued and outstanding |   | 5,250       |   |   | 5,250      |  
|Additional Paid-In Capital                                                                                                                                                                                                                                |   | 2,461,602   |   |   | 2,461,602  |  
|Accumulated Other Comprehensive Loss                                                                                                                                                                                                                      |   | (182,110    | ) |   | (181,567   | )
|Accumulated Deficit During the
      Development Stage                                                                                                                                                                                                    |   | (4,852,736  | ) |   | (4,563,580 | )
|Total Stockholders' Deficit                                                                                                                                                                                                                               |   | (2,567,994  | ) |   | (2,278,295 | )
|Total Liabilities and Stockholders'
      Deficit                                                                                                                                                                                                         | $ | 1,964,417   |   | $ | 1,960,903  |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-1 -

---

AMERICAS WIND ENERGY CORPORATIONCondensed
Consolidated Interim Statements of Operations and Comprehensive LossFor the
Six-Month Periods Ended January 31, 2010 and 2009 and thePeriod from July
29, 2002 (date of inception) through January 31, 2010(Expressed in U.S.
Dollars)Unaudited

|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   | Cumulative     |  
|-------------------------------------------------------------------------------------------------------------------------------- | ----- | ---------------- | - | - | ------------ | - | ----- | -------------- | - | - | ----------- | - | - | -------------- | -
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   | from Inception |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   | (July 29,      |  
|                                                                                                                                 |       | **Three Months** |   |   | Three Months |   |       | **Six Months** |   |   | Six Months  |   |   | 2002)          |  
|                                                                                                                                 |       | Ended            |   |   | Ended        |   |       | Ended          |   |   | Ended       |   |   | through        |  
|                                                                                                                                 |       | January 31,      |   |   | January 31,  |   |       | **January 31** |   |   | January 31, |   |   | January 31,    |  
|                                                                                                                                 |       | 2010             |   |   | 2009         |   |       | 2010           |   |   | 2009        |   |   | 2010           |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Sales                                                                                                                            | **$** | -                |   | $ | -            |   | $     | -              |   | $ | -           |   | $ | 4,652,412      |  
|Cost of Sales                                                                                                                    |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 6,943,121      |  
|Gross Loss                                                                                                                       |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | (2,290,709     | )
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Expenses                                                                                                                         |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|General and
      administrative                                                                                                 |       | 115,280          |   |   | 107,375      |   |       | 226,315        |   |   | 211,485     |   |   | 2,826,001      |  
|License fee                                                                                                                      |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 111,028        |  
|Royalty fee                                                                                                                      |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 25,755         |  
|Foreign exchange loss (gain)                                                                                                     |       | (6,684           | ) |   | 84,600       |   |       | 20,160         |   |   | 605,456     |   |   | (243,893       | )
|Depreciation and
      amortization                                                                                              |       | 286              |   |   | 25,205       |   |       | 451            |   |   | 45,507      |   |   | 199,510        |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Total Expenses                                                                                                                   |       | 108,882          |   |   | 217,180      |   |       | 246,926        |   |   | 862,448     |   |   | 2,918,401      |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Loss from Operations                                                                                                             |       | (108,882         | ) |   | (217,180     | ) |       | (246,926       | ) |   | (862,448    | ) |   | (5,209,110     | )
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Other Income (Expenses)                                                                                                          |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Gain on sale of investment in
      Emergya                                                                                      |       |                  |   |   |              |   |       |                |   |   |             |   |  
|Wind
      Technologies B.V. Inc.                                                                                                |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 1,129,247      |  
|Gain on settlement of debt                                                                                                       |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 311,205        |  
|Gain on sale of
      equipment                                                                                                  |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 210,596        |  
|Other income                                                                                                                     |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 129,067        |  
|Loss on disposal of
      contracts                                                                                              |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | (682,969       | )
|Interest expense and financing                                                                                                   |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|costs                                                                                                                            |       | (22,393          | ) |   | (39,362      | ) |       | (42,230        | ) |   | (86,642     | ) |   | (797,475       | )
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Total Other Income (Expenses)                                                                                                    |       | (22,393          | ) |   | (39,362      | ) |       | (42,230        | ) |   | (86,642     | ) |   | 299,671        |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Loss Before Income Taxes                                                                                                         |       | (131,275         | ) |   | (256,542     | ) |       | (289,156       | ) |   | (949,090    | ) |   | (4,909,439     | )
|Benefit from income taxes (note 10)                                                                                              |       | -                |   |   | -            |   |       | -              |   |   | -           |   |   | 56,703         |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Net Loss                                                                                                                         |       | (131,275         | ) |   | (256,542     | ) |       | (289,156       | ) |   | (949,090    | ) |   | (4,852,736     | )
|Foreign currency
      translation adjustments                                                                                   |       | (19,995          | ) |   | 46,837       |   |       | (543           | ) |   | 456,787     |   |   | (182,110       | )
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Comprehensive Loss                                                                                                               | **$** | (151,270         | ) | $ | (209,705     | ) | **$** | **(289,699**   | ) | $ | (492,303    | ) | $ | (5,034,846     | )
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Loss per Share  Basic and Diluted                                                                                               | **$** | (0.00            | ) | $ | (0.00        | ) | **$** | (0.01          | ) | $ | (0.01       | ) |   |                |  
|                                                                                                                                 |       |                  |   |   |              |   |       |                |   |   |             |   |   |                |  
|Weighted Average Number of Shares
      
              Outstanding During the
      Periods         **Basic
      and Diluted** |       | 52,503,894       |   |   | 52,503,894   |   |       | **52,503,894** |   |   | 52,503,894  |   |   |                |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-2 -

---

|AMERICAS WIND ENERGY CORPORATION                                                               |       |          |   |   |          |   |   |                       |  
|---------------------------------------------------------------------------------------------- | ----- | -------- | - | - | -------- | - | - | --------------------- | -
|Condensed Consolidated Interim Statements of Cash
      Flows                                  |       |          |   |   |          |   |  
|For the Six-Month Periods Ended January 31, 2010
      and 2009 and                            |       |          |   |  
|Cumulative from Inception (July 29, 2002) through
      January 31, 2010                       |       |          |   |  
|(Expressed in U.S. Dollars)                                                                    |       |          |   |   |          |   |   |                       |  
|Unaudited                                                                                      |       |          |   |   |          |   |   |                       |  
|                                                                                               |       |          |   |   |          |   |   | Cumulative from       |  
|                                                                                               |       |          |   |   |          |   |   | July 29, 2002 (Date   |  
|                                                                                               |       |          |   |   |          |   |   | of Inception) through |  
|                                                                                               |       | 2010     |   |   | 2009     |   |   | January 31, 2010      |  
|Cash Flows from Operating Activities                                                           |       |          |   |   |          |   |   |                       |  
|Net loss                                                                                       | **$** | (289,156 | ) | $ | (949,090 | ) | $ | (4,852,736            | )
|Adjustments for:                                                                               |       |          |   |   |          |   |   |                       |  
|Loss on disposal of contracts                                                                  |       | -        |   |   | -        |   |   | 682,969               |  
|Accretion on
      convertible loan payable                                                    |       | -        |   |   | 42,816   |   |   | 75,442                |  
|Interest on convertible loan payable                                                           |       | -        |   |   | 11,367   |   |   | 30,250                |  
|Depreciation and
      amortization                                                            |       | 451      |   |   | 45,507   |   |   | 199,510               |  
|Provision for contract losses                                                                  |       | -        |   |   | (384,201 | ) |   | 1,277,564             |  
|Gain on sale of
      investment in EWT B.V. Inc.                                              |       | -        |   |   | -        |   |   | (1,129,247            | )
|Gain on settlement of debt                                                                     |       | -        |   |   | -        |   |   | (311,205              | )
|Gain on sale of
      equipment                                                                |       | -        |   |   | -        |   |   | (210,596              | )
|Changes in non-cash working capital, net of effects from
      acquisition:                    |       |          |   |   |          |   |  
|Accounts
      receivable                                                                      |       | -        |   |   | 41,254   |   |   | (48,830               | )
|Other receivables                                                                              |       | (2,025   | ) |   | (416     | ) |   | 2,226                 |  
|Costs on
      uncompleted contract in excess of related billings                              |       | -        |   |   | 560,720  |   |   | -                     |  
|Prepaid expenses                                                                               |       | (3,625   | ) |   | 39,982   |   |   | (4,976                | )
|Accounts payable                                                                               |       | 45,572   |   |   | (59,329  | ) |   | 154,085               |  
|Accrued liabilities                                                                            |       | 53,084   |   |   | (98,383  | ) |   | 239,364               |  
|Billings on
      uncompleted contract in excess of related costs                              |       | -        |   |   | -        |   |   | 940,730               |  
|Provision for contract losses                                                                  |       | -        |   |   | -        |   |   | (1,256,717            | )
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Net Cash Used in Operating
      Activities                                                    |       | (195,699 | ) |   | (749,773 | ) |   | (4,212,167            | )
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Cash Flows from Financing Activities                                                           |       |          |   |   |          |   |   |                       |  
|Proceeds from bank overdraft                                                                   |       | 20,661   |   |   | 19,720   |   |   | 20,661                |  
|Increase in
      long-term loan payable                                                       |       | -        |   |   | -        |   |   | 1,212,192             |  
|Proceeds from issuance of common
      stock                                                   |       | -        |   |   | -        |   |   | 2,550,090             |  
|Proceeds from
      convertible loan payable                                                   |       | -        |   |   | -        |   |   | 275,000               |  
|Proceeds from issuance of
      warrants                                                       |       | -        |   |   | -        |   |   | 75,000                |  
|Cash of
      subsidiary acquired                                                              |       | -        |   |   | -        |   |   | 231                   |  
|Increase in advances from
      investors                                                      |       | -        |   |   | -        |   |   | 1,321,677             |  
|Decrease in
      advances from investors                                                      |       | -        |   |   | -        |   |   | (1,321,677            | )
|Advances from Digital Predictive
      Systems Inc.                                            |       | -        |   |   | -        |   |   | 1,713,046             |  
|Repayment to
      Digital Predictive Systems Inc.                                             |       | -        |   |   | -        |   |   | (1,713,046            | )
|Due to stockholders                                                                            |       | 173,895  |   |   | 27,049   |   |   | 917,685               |  
|Stock issuance
      costs                                                                     |       | -        |   |   | -        |   |   | (162,500              | )
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Net Cash Provided by Financing
      Activities                                                |       | 194,556  |   |   | 46,769   |   |   | 4,888,359             |  
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Cash Flows from Investing Activities                                                           |       |          |   |   |          |   |   |                       |  
|Proceeds from sale of investment
    in Emergya Wind 
                  Technologies B.V. Inc. |       | -        |   |   | -        |   |   | 1,931,479             |  
|Proceeds from sale of equipment                                                                |       | -        |   |   | -        |   |   | 295,755               |  
|Acquisition of
      equipment                                                                 |       | (1,093   | ) |   | -        |   |   | (166,415              | )
|Advances to Emergya Wind
      Technologies B.V. Inc.                                          |       | -        |   |   | -        |   |   | (798,257              | )
|Acquisition of
      intangible                                                                |       | -        |   |   | -        |   |   | (1,731,802            | )
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Net Cash Used in Investing
      Activities                                                    |       | (1,093   | ) |   | -        |   |   | (469,240              | )
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Effect of Exchange Rate Change on
      Cash                                                   |       | (15,401  | ) |   | 613,818  |   |   | (206,952              | )
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Change in Cash                                                                                 |       | (17,637  | ) |   | (89,186  | ) |   | -                     |  
|Cash - Beginning of Period                                                                     |       | 17,637   |   |   | 89,186   |   |   | -                     |  
|                                                                                               |       |          |   |   |          |   |   |                       |  
|Cash - End of Period                                                                           | **$** | -        |   | $ | -        |   | $ | -                     |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-3 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Americas Wind Energy Corporation (the "Company") was
      incorporated under the laws of the State of Nevada on August 22, 2003. The
      Company was acquired in a reverse merger transaction on August 11, 2006.
      The Company changed its ordinary course of business from that of
      establishing a marine adventure tourism business to that of manufacturing
      and distributing wind power turbines to wind farm developers throughout
      the Americas through its operating subsidiary incorporated in Canada,
      Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the
      wind turbines business since July 29, 2002.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On April 23, 2004, the Company entered into a license
      agreement with Emergya Wind Technologies B.V. Inc. ("EWT") to obtain the
      North American intellectual property rights and know-how relating to EWT's
      medium capacity wind turbines, for an indefinite period of time (herein
      the Master License Agreement) (see note 6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On March 5, 2009, the Company entered into an agreement
      with EWT and EWT-Americas Inc. (EWT- Americas) to sublicense its license
      to EWT-Americas, thereby allowing the use of its exclusive intellectual
      property and know-how rights in relation to the manufacturing and sales of
      medium capacity wind turbines in the size range of 600 kilowatt to 1
      megawatt to the Canadian, United States, Mexican and related territory
      markets (herein the Agreement). The Company will receive sublicense
      payments based on a percentage of sales and gross profit of wind turbine
      sales made by EWT-Americas (see note 11(a)).                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As part of the Agreement, the Company has transferred to
      EWT-Americas all of its risks and benefits to its Waverly Light and Power
      (Waverly) and Rural Electric Convenience Cooperative Co. (Rural)
      contracts (see note 11(a)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | EWT-Americas has also assumed the costs incurred on the
      Confederation Power Inc. (previously Vector Wind Energy Inc.)
      (Confederation) and Wind Vision LLC (Windvision) contracts since March
      5, 2009. Total aggregate costs incurred by EWT-Americas on behalf of the
      Company and the deposits received by the Company on the Waverly and Rural
      contracts and owing to EWT-Americas (herein debt) will only be repaid to
      the extent of up to 25% of the sublicense payments that the Company
      receives from EWT-Americas. If no sublicense payments are received, no
      part of the debt will be repaid to EWT-Americas. These contracts have been
      commissioned in the prior year, and the Company does not have any other
      ongoing or future contracts in the wind turbines business.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Going Concern Assumption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company's consolidated financial statements are
      presented on a going concern basis, which contemplates the realization of
      assets and discharge of liabilities in the normal course of business. The
      Company's negative working capital and accumulated deficit raise
      substantial doubt as to its ability to continue as a going concern. As of
      January 31, 2010, the Company had a negative working capital of $1,705,084
      and an accumulated deficit of $4,852,736.                                                                                                                                                                                                                                                                                                                                        

- F-4 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company's continuance as a going concern is dependent
      on its Directors and principal stockholders in providing financial support
      in the short term and receiving sufficient sublicense payments under the
      Agreement (note 11(a)) to discharge the Companys liabilities. In the
      event that these are not achieved, the assets may not be realized or
      liabilities discharged at their carrying amounts, and differences from the
      carrying amounts reported in these consolidated financial statements could
      be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The accompanying consolidated financial statements do not
      include any adjustments to reflect the possible future effects on the
      recoverability and classification of assets or the amounts and
      classification of liabilities that may result from the inability of the
      Company to continue as a going concern.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

- F-5 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | b)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

- F-6 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|3. | Fair Value
Measurements
|-- | -----------------------

Effective August 1, 2007, the Company
adopted SFAS 157, except as it applies to the nonfinancial assets and
nonfinancial liabilities subject to FSP SFAS 157-2. SFAS 157 clarifies that fair
value is an exit price, representing the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between
market participants. As such, fair value is a market-based measurement that
should be determined based on assumptions that market participants would use in
pricing an asset or a liability. As a basis for considering such assumptions,
SFAS 157 establishes a three-tier value hierarchy, which prioritizes the inputs
used in the valuation methodologies in measuring fair value:

| | Level 1 | - | Observable inputs that reflect quoted prices
      (unadjusted) for identical assets or liabilities in active markets.
| | ------- | - | ----------------------------------------------------------------------------------------------------------------------
| |         |   |                                                                                                                       
| | Level 2 | - | Include other inputs that are directly or
      indirectly observable in the marketplace.                             
| |         |   |                                                                                                                       
| | Level 3 | - | Unobservable inputs which are supported by
      little or no market activity.                                        

The fair value hierarchy also requires
an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Cash (Level 1), accounts
receivable, other receivables, accounts payable, accrued liabilities, and
convertible loan payable (Level 2) are reflected in the consolidated balance
sheet at carrying value, which approximates fair value due to the short-term
nature of these instruments.

The fair value of the long-term loan
payable approximates carrying value due to the nature of the royalty terms and
the fairly recent placement of the debt.

- F-7 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|4. | Accounts Receivable                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                      
|   | Accounts receivable - holdback represents an amount
      specified under certain contracts that the customer is contractually
      entitled to withhold until completion of the project or until certain
      project milestones are achieved. The holdback amount will be released in
      2011.
|   |                                                                                                                                                                                                                                                                                                      
|5. | Equipment, Net                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                      
|   | Equipment comprises the
following:                                                                                                                                                                                                                                                                   

| |                        |   |       |  |   | 2009         |  
| | ---------------------- | - | ----- |  | - | ------------ | -
| |                        |   |       |  |   | Accumulated  |  
| |                        |   | Cost  |  |   | Depreciation |  
| |                        |   |       |  |   |              |  
| | Computer equipment     | $ | 1,093 |  | $ | (451         | )
| | Translation adjustment |   | 12    |  |   | 3            |  
| |                        |   |       |  |   |              |  
| | Total                  | $ | 1,105 |  | $ | (448         | )
| |                        |   |       |  |   |              |  
| | Net carrying amount    |   |       |  | $ | 657          |  

Depreciation expense charged to
operations amounted to $451 for the six months ended January 31, 2010.

|**6.** | **Intangible Asset, Net** |   |           |   |   |              |  
|------ | ------------------------- | - | --------- | - | - | ------------ | -
|       |                           |   |           |   |   | 2009         |  
|       |                           |   |           |   |   | Accumulated  |  
|       |                           |   | Cost      |   |   | Depreciation |  
|       |                           |   |           |   |   |              |  
|       | License right             | $ | 2,179,440 |   | $ | (108,972     | )
|       | Translation adjustment    |   | (141,228  | ) |   | (20,692      | )
|       |                           |   |           |   |   |              |  
|       |                           | $ | 2,038,212 |   | $ | (129,664     | )
|       |                           |   |           |   |   |              |  
|       | Net carrying amount       |   |           |   | $ | 1,908,548    |  

On April 23, 2004, the Company entered
into a license agreement with Emergya Wind Technologies B.V. Inc. ("EWT") to
obtain the North American intellectual property rights and know-how relating to
EWT's medium capacity wind turbines, for an indefinite period of time. The
license fee was acquired for 1,350,000 Euros (equivalent to $1,809,372).

-F-8 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|6. | Intangible Asset, Net(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During 2008, the Company amortized the license right over
      its estimated useful life of 25 years. Previous to 2008, the Company
      regarded the license right to have an indefinite life and thus did not
      record amortization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In accordance with the Agreement, beginning on March 6,
      2009, the intangible asset is being amortized based on a percentage of
      sublicense payments received compared to $14,000,000, being the minimum
      sublicense payments required without termination of the Agreement (see
      note 11(a)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | Due to Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The amounts due to stockholders bear interest of 10% per
      annum, are unsecured and are due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8. | Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On March 6, 2008, the Company received $350,000 pursuant
      to a convertible loan agreement. The convertible loan bears interest at 2%
      above the Bank of Canada's prime rate per annum (as of January 31, 2010,
      the Bank of Canada's rate was 2.25%), payable quarterly, is unsecured, and
      matured March 6, 2009. As the convertible loan payable was not repaid on
      March 6, 2009, its maturity date, Smart Goal Investment Limited may, by
      written notice, exercise its rights of conversion in respect of either a
      portion of or the total outstanding amount of the loan plus accrued
      interest into shares of the Company at $0.32 per share. As of February 28,
      2010, Smart Goal Investment Limited has not exercised the right of
      conversion.       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | At the date of issuance, the conversion feature of the
      convertible loan was in-the-money. The intrinsic value of this
      beneficial conversion feature was $278,560. In accordance with EITF
      98-5,Accounting for Convertible Securities with Beneficial
      Conversion Features or Contingently Adjustable Conversion Ratios,and
      EITF 00-27, Application of Issue No. 98-5 to Certain Convertible
      Instruments,this amount was measured but was not recognized as of
      January 31, 2010. This amount will be recorded as additional paid-in
  capital only when the contingency is resolved.                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In addition, the Company has issued warrants to purchase
      546,875 common shares of the Company at an exercise price of $0.35. In
      accordance with APB Opinion No. 14, Accounting for Convertible Debt
      and Debt Issued with Stock Purchase Warrants,$275,000 of the cash
      consideration received by the Company has been allocated to the
      convertible loan and $75,000 has been allocated to the warrants based on
      their relative fair values at the date of issuance of convertible loan.
      The convertible loan is being accreted to its face value through a
      periodic charge to interest expense using the effective interest method.
      Accretion included in the interest and financing costs for the six months
      ended January 31, 2010 amounted to nil.

-F-9 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|9. | Related Party Transactions                                            
|-- | ----------------------------------------------------------------------
|   |                                                                       
|   | The Company incurred the following amounts with related
      parties:

| |    |                  |   | 2010   
| | -- | ---------------- | - | -------
| | a) | Consulting fees  |   |        
| |    | Stockholders     | $ | 126,826
| |    |                  |   |        
| | b) | Interest expense |   |        
| |    | Stockholders     | $ | 42,209 

These transactions were in the normal
course of business and recorded at an exchange value established and agreed upon
by the related parties.

|10. | Income Taxes                                        
|--- | ----------------------------------------------------
|    |                                                     
|    | The Company's current income taxes are as
  follows:

| |                                                                   |   | 2010     |  
| | ----------------------------------------------------------------- | - | -------- | -
| |                                                                   |   |          |  
| | Expected income tax recovery at the
      statutory rate of 34.6% | $ | 96,125   |  
| | Other permanent differences                                       |   | (149,793 | )
| | Translation adjustment                                            |   | (288,507 | )
| | Change in valuation allowance                                     |   | 342,175  |  
| |                                                                   |   |          |  
| | Benefit from income taxes                                         | $ | -        |  

- F-10 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|10. | Income Taxes(cont'd)                                                   
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | The components of deferred tax assets (liability) are as
      follows:

| |                                  |   | 2010       |  
| | -------------------------------- | - | ---------- | -
| |                                  |   |            |  
| | Net operating loss carryforwards | $ | 1,846,380  |  
| | Intangible asset                 |   | (11,093    | )
| | Other deferred tax assets        |   | 5,361      |  
| | Accounts receivable - holdback   |   | (15,534    | )
| | Valuation allowance              |   | (1,825,114 | )
| |                                  |   |            |  
| | Net                              | $ | -          |  

The Company has net operating loss
carryforwards available to be applied against future years' income. Due to the
losses from operations and expected future operating results, it is more likely
than not that the deferred tax asset resulting from the tax losses available for
carry forward will not be realized through the reduction of future income tax
payments, accordingly, a 100% valuation allowance has been recorded for deferred
tax assets and current income taxes.

As of January 31, 2010, the Company had
$5,541,061 of Federal, provincial and state net operating loss carryforwards
(including losses of $316,853 in the U.S.) available to offset future taxable
income. Such carryforwards expire in:

|2014 | $ | 493,019  
|---- | - | ---------
|2016 |   | 22,336   
|2024 |   | 14,848   
|2025 |   | 83,878   
|2026 |   | 7,464    
|2027 |   | 451,086  
|2028 |   | 678,208  
|2029 |   | 3,501,090
|2030 |   | 289,132  
|     |   |          
|     | $ | 5,541,061

- F-11 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|11. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | a) Entry into the Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | On March 5, 2009, the Company sublicensed its license to
      EWT-Americas under the agreement among EWT, EWT-Americas and the Company,
      thereby allowing the use of its exclusive intellectual property and
      know-how rights in relation to the manufacturing and sales of medium
      capacity wind turbines in the size range of 600 kilowatt to 1 megawatt to
      the Canadian, United States, Mexican and related territory markets
      (Exclusive Rights Territory) to EWT-Americas. The Company will be
      receiving sublicense payments in an amount equal to the sum of (i) 2.5% of
      sales revenues and (ii) 12.5% of gross profit, not exceeding $28,000,000
      in aggregate. The sublicense term is for up to five years, or the
      achievement of the $28,000,000 in aggregate sublicense payments, if this
      milestone is reached before March 5, 2014. At the end of the sublicense
      term, the license right will revert back to EWT on an exclusive basis on
      accepted customers, as defined in the Agreement, and non-exclusive basis
      on other customers.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has the right to terminate the Agreement
      earlier if the aggregate sublicense payments under the Agreement are less
      than $14,000,000 and one of the following events occurs before March 5,
      2012:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

a) If EWT-Americas ceases to conduct
any business in the Exclusive Rights Territory for a period of greater than 12
consecutive months;

b) If EWT-Americas seeks relief under
Title 7 of the U.S. Bankruptcy Code or a similar provision and an order is
entered to liquidate EWT-Americas as opposed to a bankruptcy filing under Title
11 seeking reorganization; or

c) If EWT-Americas fails to make any
undisputed payments to the Company when due and such payment is not made within
45 days of the notice given by the Company.

If the aggregate sublicense payments of
$14,000,000 are not met and one of the above events occurs before March 5, 2012,
the license will revert back to the Company.

As part of the Agreement, the Company
has transferred to EWT-Americas all of its risks and benefits to its Waverly and
Rural contracts. As such, the Company is committed to transfer the deposits made
by Waverly and Rural of $940,730 to EWT-Americas.

EWT-Americas has assumed the costs
incurred on the Confederation and Windvision contracts. At January 31, 2010,
total aggregate costs along with the deposits on the Waverly and Rural contracts
owing to EWT-Americas were $2,818,875 (herein debt), which is presented as
long-term loan payable. This debt will only be repaid to the extent of up to 25%
of the sublicense payments that the Company receives from EWT-Americas. In case
no sublicense payments are received, no part of the debt will be repaid to
EWT-Americas.

- F-12 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|11. | Commitments and Contingencies(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Also, as part of the Agreement, the Company assigned all
      of its rights, interest and obligations under the license agreement with
      GE Power Technology LLC ("GEPT"). Such license agreement required the
      Company to pay GEPT a royalty equal to $32,500 per one megawatt of
      capacity for each sale of a wind turbine.                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | In the prior year, one of AWE Inc.s vendors asserted a
      claim for $235,000 and up to $5,000,000 in punitive damages against AWE
      Inc. claiming AWE Inc. breached an agreement with the vendor for services
      and commissions. No legal action has been commenced by the vendor. In
      managements opinion, the claim has no merit and legal counsel will be
      hired to defend it, if necessary. The outcome of this claim is not
      determinable at this time and as such, no liability has been recorded in
      these consolidated financial statements.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | In the prior year, another of AWE Inc.s vendors
      submitted an invoice to AWE Inc. in the amount of approximately $222,000,
      which management is disputing. No legal claim has been made to date by
      this vendor. Management will defend any action brought to collect the
      amount, if necessary. The outcome of this claim is not determinable at
      this time and as such, no liability has been recorded in these
      consolidated financial statements.                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | In the prior year, a former customer of AWE Inc.
      sustained damages to its wind turbine and tower during construction. No
      legal claim has been made to date by the former customer. Management
      believes that AWE Inc. is not liable for the damages suffered under the
      agreement. The outcome of this claim is not determinable at this time and
      as such, no liability has been recorded in these consolidated financial
      statements.                                                                                                              

- F-13 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial StatementsJanuary 31, 2010(Expressed in
U.S. Dollars)Unaudited

|12. | Cash Flow Supplemental Information                               
|--- | -----------------------------------------------------------------
|    |                                                                  
|    | Non-cash financing and investing activities are as
      follows:

| |                                                                                           |   |      |  |   |      |  |   | Cumulative from | 
| | ----------------------------------------------------------------------------------------- | - | ---- |  | - | ---- |  | - | --------------- | 
| |                                                                                           |   |      |  |   |      |  |   | Inception       | 
| |                                                                                           |   |      |  |   |      |  |   | (July 29, 2002) | 
| |                                                                                           |   |      |  |   |      |  |   | through         | 
| |                                                                                           |   |      |  |   |      |  |   | January 31,     | 
| |                                                                                           |   | 2010 |  |   | 2009 |  |   | 2009            | 
| |                                                                                           |   |      |  |   |      |  |   |                 | 
| | Acquisition of subsidiary, net of cash
           acquired, through share exchange        | $ | -    |  | $ | -    |  | $ | 4,031           | 
| |                                                                                           |   |      |  |   |      |  |   |                 | 
| | Issuance of compensation options
      as      commission for the private
      placement | $ | -    |  | $ | -    |  | $ | 40,275          | 

During the period, the Company had cash
flows arising from interest and income taxes paid as follows:

| |              |   |      |  |   |      |  |   | Cumulative from  | 
| | ------------ | - | ---- |  | - | ---- |  | - | ---------------- | 
| |              |   |      |  |   |      |  |   | Inception        | 
| |              |   |      |  |   |      |  |   | (July 29, 2002)  | 
| |              |   |      |  |   |      |  |   | through          | 
| |              |   | 2010 |  |   | 2009 |  |   | January 31, 2010 | 
| |              |   |      |  |   |      |  |   |                  | 
| | Income taxes | $ | -    |  | $ | -    |  | $ | -                | 
| |              |   |      |  |   |      |  |   |                  | 
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039          | 

- F-14 -

---

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. 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. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms we, us, our,
our company and Americas Wind refer to Americas Wind Energy Corporation,
and, unless otherwise indicated, our subsidiary, 6544797 Canada Ltd., a Canadian
corporation, and our wholly-owned subsidiary Americas Wind Energy Inc., an
Ontario corporation.

General Overview

We were incorporated pursuant to the laws of the State of
Nevada on August 22, 2003.

On June 4, 2005, we effected a six for one forward stock split
of the issued shares of common stock in the capital of our company.

On October 14, 2005, we effected a 3.195 for one forward stock
split of the issued shares of common stock in the capital of our company.

On April 4, 2006, our board of directors approved an amendment
to our Articles of Incorporation to create 30,000,000 Class A Special Voting
Shares in the capital of our company. Subsequent to our board of directors
approval of the amendment to our Articles of Incorporation, on April 5, 2006,
the holders of a majority of the outstanding common shares of our company
consented in writing to the amendment to our Articles of Incorporation. The
amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on June 19, 2006. As a result, our authorized capital
consists of 100,000,000 shares of common stock with a par value of $0.0001 and
30,000,000 Class A Special Voting Stock without par value.

On August 28, 2006, our board of directors approved an
amendment to our Articles of Incorporation to change our name from Northwest
Passage Ventures, Ltd. to Americas Wind Energy Corporation. Also on August
28, 2006, the holders of a majority of the outstanding common shares of our
company consented in writing to the amendment to our Articles of Incorporation.
The amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on October 16, 2006.

4

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Effective March 5, 2009, we entered into a sublicense agreement
with Americas Wind Energy Inc., our Ontario subsidiary company, Emergya Wind
Technologies B.V. a Netherlands company and EWT-Americas Inc., a Delaware
corporation, wherein we have agreed to grant to EWT-Americas an exclusive
sublicense of all of our rights under a master license agreement dated April 23,
2004.

We had an exclusive license for the North American territory
from EWT B.V., of the Netherlands, for the mid-sized direct drive wind turbines
manufactured by EWT B.V.

We have provided a sub-license of these rights to EWT-Americas
Inc. a wholly owned subsidiary of Emergya Wind Technologies Holdings N.V. and an
affiliate of EWT B.V.

The major terms of the transaction which closed effective March
5, 2009 are:

- We sub-licensed to EWT-Americas our existing rights to market in North
  America
- EWT- Americas will be the exclusive manufacturer and supplier of EWT wind
  turbines in North America.

On March 5, 2009, we completed a sublicense agreement with EWT
Americas. The complete agreement is available on-line as filed with the SEC.

Summary terms of the agreement are:

- The sublicense agreement gives AWE a royalty of 2.5 % of sales revenue and
  12.5% of contribution margin on all sales to companies listed on Exhibit A of
  the agreement over the next 5 years.
- The royalty payments are capped at $28 million.
- EWT Americas has taken over all AWE projects except two and is completing
  these two projects for our company.
- The costs to complete these two projects plus additional monies owed to EWT
  for materials will be taken out of our royalty payments at the rate of 25% of
  each royalty payment until completed.
- We cannot compete with EWT Americas in the windturbine business.

Effective March 5, 2009, Mr. Frank Pickersgill, our secretary
and director, entered into a consulting agreement with EWT-Americas Inc.
Pursuant to the terms of the consulting agreement, Mr. Pickersgill is to provide
business consulting services to EWT-Americas Inc. for a monthly compensation of
US$6,250. The agreement will terminate on the earlier of: (i) two years from the
date of the agreement, or (ii) the termination of the sublicense agreement.

Effective March 5, 2009, Mr. Hal Dickout, our president, chief
executive officer, chairman and director, entered into a consulting agreement
with EWT-Americas Inc. Pursuant to the terms of the consulting agreement, Mr.
Dickout is to provide business consulting services to EWT-Americas Inc. for a
monthly compensation of US$6,250. The agreement will terminate on the earlier
of: (i) two years from the date of the agreement, or (ii) the termination of the
sublicense agreement.

On February 1, 2010, we received a letter from EWT B.V.
claiming that they are (1) terminating the sub license agreement citing alleged
violations of representations and warranties in the agreement; (2) alleging that
large orders and opportunities were cancelled due to AWE failures; and (3)
alleging amounts owing to EWT of US$2.519 million, are due and payable within 30
days.

Our responses to the allegations are as follows:

- There is no breach of warranty or untrue representation in the sub license
  agreement on our part or on the part of Americas Wind Energy Inc.
- The money allegedly owed to EWT is to be paid from future payments and is
  not due.

5

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Management is of the firm view that that the statements and
allegations made by EWT are without merit, have been made for improper and
ulterior purposes and will not be supportable when challenged. We intend to
defend our position vigorously by to enforce the terms of the sub license
agreement.

Subsequent to receipt of the termination letter, EWT
representatives have contacted the company and further discussions are ongoing
at the present time to resolve these issues.

Our Current Business

We are now a company with no operations and a projected revenue
stream of up to $28 million over the next 5 years.

To maximize shareholder value, we plan to explore joint
venture, merger or acquisition opportunities for our company. We intend to focus
on the field of renewable energy.

Cash Requirements

Over the next 12 months we intend to operate as a business
development Company. We anticipate that we will incur the following operating
expenses during this period:

|Estimated Funding Required During the Next 12 Months
|----------------------------------------------------
|Expense                                             
|Professional fees                                   
|Other general administrative expenses               
|Total                                               

We believe that we will require additional funds to implement
our growth strategy. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Trends and Uncertainties

Our revenues are dependent on the success of EWT Americas in
selling windturbines to our customer list. Prospects look good in the current
political environment of support for renewables but results cannot be
assured.

Our ability to develop new business in the current market
environment may take some time.

Employees

As of January 31, 2010, we had two employees consisting of
Harold Dickout, our chief executive officer, president and chairman, Frank
Pickersgill, our secretary. We plan to hire additional employees when
circumstances warrant.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

6

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Results of Operations

Three and six month Summary ending January 31, 2010 and
2009

|Operations         | Three Months Ended Jan 31,
      2010 | Three Months Ended Jan 31,
      2009 | Six Months Ended Jan 31, 2010 | Six Months Ended 
      Jan 31, 2009 | Cumulative 
      from Inception (July 29,
      2002 through Jan 31, 
      2010)
|------------------ | ------------------------------------- | ------------------------------------- | ----------------------------- | ------------------------------------ | ----------------------------------------------------------------------------------
|Sales              | -                                     | -                                     | -                             | -                                    | $4,652,412                                                                        
|Cost of Sales      | -                                     | -                                     | -                             | -                                    | $6,943,122                                                                        
|Operating Expenses | $108,882                              | $217,180                              | $246,926                      | $862,448                             | $2,918,401                                                                        
|Other
    Expenses | $22,393                               | $39,362                               | $42,230                       | $86,442                              | $299,671                                                                          
|Net Loss           | $131,275                              | $256,542                              | $289,156                      | $949,090                             | $4,852,736                                                                        

Expenses

Our operating expenses for the three and six month periods
ended January 31, 2010 and 2009 are outlined in the table below:

|Expenses                            | Three Months Ended Jan 31,
      2010 | Three Months Ended Jan 31,
      2009 | Six Months Ended Jan 31, 2010 | Six Months Ended 
      Jan 31, 2009 | Cumulative 
      from Inception (July 29,
      2002 through Jan 31, 
      2010)
|----------------------------------- | ------------------------------------- | ------------------------------------- | ----------------------------- | ------------------------------------ | ----------------------------------------------------------------------------------
|General and Administrative          | $115,280                              | $107,375                              | $226,3156                     | $211,485                             | $2,826,001                                                                        
|License Fee                         | -                                     | -                                     | -                             | -                                    | $111,028                                                                          
|Royalty                             | -                                     | -                                     | -                             | -                                    | $25,755                                                                           
|Foreign
      Exchange Loss         | $(6,684)                              | $84,600                               | $20,160                       | $605,456                             | $(243,893)                                                                        
|Depreciation       and Amortization | $286                                  | $25,205                               | $451                          | $45,507                              | $199,510                                                                          

Operating expenses for the three months ended January 31, 2010,
decreased by 49.9% as compared to the comparative period in 2009 primarily as a result of a decrease
in foreign exchange loss and depreciation and amortization.

Operating expenses for the six months ended January 31, 2010,
decreased by 71.4% as compared to the comparative period in 2009 primarily as a
result of a decrease in foreign exchange loss and depreciation and
amortization.

7

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Equity Compensation

We currently do not have any stock option or equity
compensation plans or arrangements.

Liquidity and Financial Condition

| | Working Capital     |   |             |   |   |               |   |  |                   | 
| | ------------------- | - | ----------- | - | - | ------------- | - |  | ----------------- | 
| |                     |   | At          |   |   | At            |   |  | Percentage        | 
| |                     |   | January 31, |   |   | July 31, 2009 |   |  | Increase/Decrease | 
| |                     |   | 2010        |   |   |               |   |  |                   | 
| | Current Assets      | $ | 8,452       |   | $ | 20,439        |   |  | (58.6)%           | 
| | Current Liabilities | $ | 1,713,436   |   | $ | 1,420,323     |   |  | 20.6%             | 
| | Working Capital     | $ | (1,705,084  | ) | $ | (1,399,884    | ) |  | (21.8)%           | 

| | Cash Flows                                                |   |             |   |   |             |  
| | --------------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                           |   | Three       |   |   | Three       |  
| |                                                           |   | Months      |   |   | Months      |  
| |                                                           |   | Ended       |   |   | Ended       |  
| |                                                           |   | January 31, |   |   | January 31, |  
| |                                                           |   | 2009        |   |   | 2008        |  
| | Net Cash Provided by (Used in) Operating
      Activities | $ | (195,699    | ) | $ | (749,773    | )
| | Net Cash Provided by Financing Activities                 | $ | 194,556     |   | $ | 46,769      |  
| | Net Cash Used in Investing Activities                     | $ | (1,093      | ) | $ | Nil         |  
| | Effect of Exchange Rate Changes                           | $ | (15,401     | ) | $ | 613,818     |  
| | Decrease In Cash during the Period                        | $ | (17,637     | ) | $ | (89,186     | )

As of January 31, 2009, our company had working capital deficit
of $ 1,705,084.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Critical Accounting Policies

Our financial statements and accompanying notes have been
prepared in conformity with accounting principles generally accepted in the
United States of America for financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by managements application of accounting policies.
We believe that understanding the basis and nature of the estimates and
assumptions involved with the following aspects of our financial statements is
critical to an understanding of our financials.

Basis of Presentation

The consolidated financial statements include the accounts of
our company, 6544797 Canada Ltd. and our wholly owned subsidiary, Americas Wind
Energy Inc. All significant intercompany balances and transactions are
eliminated on consolidation.

Recent accounting pronouncements

In August 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”), which clarifies, among other things, that when a quoted price in an active market for the identical liability is not available, an entity must measure fair value using one or more specified techniques. ASU 2009-05 was effective for the first reporting period, including interim periods, beginning after issuance. The Company adopted the update effective August 1, 2009 with no impact on its consolidated financial statements.

In October 2009, the FASB issued ASU 2009-13,
Multiple-Deliverable Revenue Arrangements (ASU 2009-13). ASU 2009-13 applies
to revenue arrangements currently in the scope of FASB ASC Subtopic 605-25,
Multiple Element Arrangements, and provides principles and application
guidance on whether arrangements with multiple deliverables exist, how the
deliverables should be separated, and the consideration allocated to the
deliverables. ASU 2009-13 is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010. Our company is currently reviewing the effect, if any; the proposed
guidance will have on our consolidated financial statements.

8

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In December 2009, the FASB issued ASU 2009-17 which  codifies SFAS No. 167, “*Amendments to  FASB Interpretations No. 46(R)*” issued in June 2009. ASU 2009-17 requires a  qualitative approach to indentifying a controlling financial interest in a  variable interest entity (“VIE”), and requires ongoing assessment of whether an  entity is a VIE and whether an interest in a VIE makes the holder the primary  beneficiary of the VIE. ASU 2009-17 is effective for annual reporting periods beginning  after November 15, 2009. Our company does not expect the adoption of ASU  2009-17 to have a material impact on our consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, “*Improving Disclosures about Fair Value  Measurements*” (“ASU 2010-6”). The standard amends ASC Topic 820, “*Fair Value Measurements and Disclosures*”  to require additional disclosures related to transfers between levels in the  hierarchy of fair value measurements. ASU 2010-6 is effective for interim and  annual fiscal years beginning after December 15, 2009. The standard does not  change how fair values are measured, accordingly the standard will not have an  impact on our company.

In February 2010, the FASB issued ASU 2010-09, “*Subsequent Events (Topic 855): Amendments to  Certain Recognition and Disclosure Requirements*” (“ASU 2010-9”). The  standard amends Subtopic 855-10, “*Subsequent  Events*” to remove the requirement for a SEC filer to disclose the date  through which subsequent events have been evaluated. ASU 2010-9 is effective  upon issuance of the final Update. Our company does not expect the adoption of  ASU 2010-9 to have a material impact on our consolidated financial statements.

The FASB issues ASUs to amend the authoritative  literature in ASC. There have been a number of ASUs to date that amend the  original text of ASC. Except for the ASUs listed above, those issued to date  either (i) provide supplemental guidance, (ii) are technical corrections, (iii)  are not applicable to our company or (iv) are not expected to  have a significant impact on our company.

Item 3. Quantitative Disclosures About Market
Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 4T. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer, principal financial officer and
principle accounting officer) to allow for timely decisions regarding required
disclosure.

As of January 31, 2010, the end of our quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during our quarter ended January 31, 2010 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

9

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Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Risks Related to Our Business

The audited financial statements for the year end July 31,
2009, states that there is a substantial doubt that we will be able to continue
as a going concern and our independent certified public accountant added an
emphasis paragraph to this report.

Our revenues are from the sublicense agreement are a percentage
of sales and margins achieved by EWT-Americas from sales to a selected customer
list.

These revenues are dependent on EWT-Americas achieving sales to
these customers. To the extent that sales are not achieved or are less than
anticipated, revenues will be impacted and our company may have difficulty in
meeting our payment obligations.

There may be some doubt about our ability to continue as a
going concern.

Our company's continuance as a going concern is dependent on
our directors and principal stockholders in providing financial support in the
short term and receiving sufficient sublicense payments to discharge our
companys liabilities. In the event that these are not achieved, the assets may
not be realized or liabilities discharged at their carrying amounts, and
differences from the carrying amounts reported in these consolidated financial
statements could be material.

Most of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

Although we are organized under the laws of the State of
Nevada, United States, our principal business office is located in Toronto,
Ontario, Canada. Outside the United States, it may be difficult for investors to
enforce judgments against us that are obtained in the United States in any
action, including actions predicated upon civil liability provisions of federal
securities laws. In addition, all of our directors and officers reside outside
the United States, and nearly all of the assets of these persons and our assets
are located outside of the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such
persons or to enforce against us or such persons judgments predicated upon the
liability provisions of United States securities laws. There is substantial
doubt as to the enforceability against us or any of our directors and officers
located outside the United States in original actions or in actions of
enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtor's property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy court's jurisdiction. Accordingly,
you may have trouble administering a United States bankruptcy case involving a
Nevada company as debtor with most of its property located outside the United
States. Any orders or judgments of a bankruptcy court obtained by you in the
United States may not be enforceable.

10

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Risks Related To Our Company Stock

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our Articles authorize the issuance of up to 100,000,000 shares
of common stock and 30,000,000 class A special voting shares. Our board of
directors may choose to issue some or all of such shares to acquire one or more
businesses or to provide additional financing in the future. The issuance of any
such shares will result in a reduction of the book value and market price of the
outstanding shares of our common stock. If we issue any such additional shares,
such issuance will cause a reduction in the proportionate ownership and voting
power of all current shareholders. Further, such issuance may result in a change
of control of our corporation.

Trading of our stock may be restricted by the Securities
Exchange Commission's penny stock regulations, which may limit a stockholder's
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the
Financial Industry Regulatory Authority (FINRA), formerly the National
Association of Securities Dealers or NASD, has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit your ability to buy and sell our stock and
have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in the stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

11

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Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common shares.

Item 2. Unregistered Sales of Equity Securities and Use of
ProceedsNone.Item 3. Defaults Upon Senior
Securities.None.Item 4. Submission of Matters to a Vote
of Security Holders.None.Item 5. Other
InformationNone.Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                             
|(2)     | Plan of Purchase, Sale,
      Reorganization, Arrangement, Liquidation or Succession                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                             
|2.1     | Share Exchange Agreement dated
      August 11, 2006, among Northwest Passage Ventures, Ltd., 6544797 Canada
      Ltd., Americas Wind Energy Inc. and the shareholders of Americas Wind
      Energy Inc. (incorporated by reference from our Current Report on Form 8-K
      filed on September 11, 2006)
|        |                                                                                                                                                                                                                                                                                                             
|(3)     | Articles of Incorporation
      and By-laws                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                             
|3.1     | Articles of Incorporation
      (incorporated by reference from our Registration Statement on Form SB-2
      filed on October 29, 2003)                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                             
|3.2     | Bylaws (incorporated by
      reference from our Registration Statement on Form SB-2 Filed on October
      29, 2003)                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                             
|3.3     | Certificate of Amendment filed
      with the Nevada Secretary of State on June 19, 2006 (incorporated by
      reference from our Current Report on Form 8-K filed on September 11, 2006)                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                             
|3.4     | Certificate of Amendment filed
      with the Nevada Secretary of State on October 16, 2006 (incorporated by
      reference from our Current Report on Form 8-K filed on October 16, 2006)                                                                                                                 

12

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|Exhibit |                                                                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                         
|(10)    | Material Contracts                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                         
|10.1    | License Agreement dated April
      23, 2004, among Americas Wind Energy Inc. and Emergya Wind Technologies
      B.V. (incorporated by reference from our Current Report on Form 8-K filed
      on September 11, 2006)
|        |                                                                                                                                                                                                                         
|10.2    | Convertible Loan Agreement
      between our company and Smart Goal Investment Limited (incorporated by
  reference from our Current Report on Form 8-K filed on April 11, 2008)                                        
|        |                                                                                                                                                                                                                         
|10.3    | Sublicense Agreement dated
      March 5, 2009 (incorporated by reference from our Current Report on Form
      8-K filed on March 11, 2009)                                                                            
|        |                                                                                                                                                                                                                         
|10.4    | GE Assignment Agreement dated
      March 5, 2009 (incorporated by reference from our Current Report on Form
      8-K filed on March 11, 2009)                                                                         
|        |                                                                                                                                                                                                                         
|10.5    | Rural Assignment Agreement
      dated March 5, 2009 (incorporated by reference from our Current Report on
      Form 8-K filed on March 11, 2009)                                                                      
|        |                                                                                                                                                                                                                         
|10.6    | Waverly Assignment Agreement
      dated March 5, 2009 (incorporated by reference from our Current Report on
      Form 8-K filed on March 11, 2009)                                                                    
|        |                                                                                                                                                                                                                         
|10.7    | Consulting Agreement between
      Mr. Hal Dickout and EWT-Americas Inc. (incorporated by reference from our
      Quarterly Report on Form 10-Q filed on June 15, 2009)                                                
|        |                                                                                                                                                                                                                         
|10.8    | Consulting Agreement between
      Mr. Frank Pickersgill and EWT-Americas Inc. (incorporated by reference
      from our Quarterly Report on Form 10-Q filed on June 15, 2009)                                          
|        |                                                                                                                                                                                                                         
|(21)    | Subsidiaries of the Small
      Business Issuer                                                                                                                                                                         
|        |                                                                                                                                                                                                                         
|        | 6544797 Canada Ltd.                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                         
|        | Americas Wind Energy Inc.                                                                                                                                                                                               
|        |                                                                                                                                                                                                                         
|(31)    | Section 302
      Certifications                                                                                                                                                                                        
|        |                                                                                                                                                                                                                         
|31.1*   | Section 302 Certification                                                                                                                                                                                               
|        |                                                                                                                                                                                                                         
|(32)    | Section 906
      Certification                                                                                                                                                                                         
|        |                                                                                                                                                                                                                         
|32.1*   | Section 906 Certification                                                                                                                                                                                               

* Filed herewith

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SIGNATURES

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

|                      | AMERICAS WIND ENERGY CORPORATION                               
|--------------------- | ---------------------------------------------------------------
|                      | (Registrant)                                                   
|                      |                                                                
|                      |                                                                
|Dated: March 16, 2010 | /s/
      Harold C.F. Dickout                                  
|                      | Harold C.F. Dickout                                            
|                      | President, Chief Executive Officer, Chairman
      and Director
|                      | (Principal Executive Officer, Principal
      Financial Officer
|                      | and Principal Accounting Officer )                             

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