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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended January 31, 2008

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

For the transition period from _________ to
__________

Commission file number 000-50861

Americas Wind Energy
Corporation(Name of small business issuer in its charter)

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

Issuers telephone number (416) 233-5670

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Shares of Common Stock, par value
$0.0001(Title of class)

Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date:

31,319,279 outstanding common shares issued and outstanding as
  at March 4, 2008.

Transitional Small Business Disclosure Format (Check one): Yes
  [ ] No [X]

2

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

It is the opinion of management that the consolidated interim
financial statements for the quarter ended January 31, 2008 include all
adjustments necessary in order to ensure that the consolidated interim financial
statements are not misleading.

Our consolidated interim financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting policies.

3

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|AMERICAS WIND ENERGY CORPORATION                         
|---------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)               
|                                                         
|CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS      
|                                                         
|FOR THE SIX MONTH PERIODS ENDED JANUARY 31, 2008 AND 2007
|                                                         
|UNAUDITED                                                
|                                                         
|(EXPRESSED IN U.S. DOLLARS)                              

CONTENTS

|Condensed Consolidated
      Interim Balance Sheet                                  | 5   
|----------------------------------------------------------------------------------- | ----
|                                                                                    |     
|Condensed Consolidated
      Interim Statement of Operations and Comprehensive Loss | 6   
|                                                                                    |     
|Condensed Consolidated
      Interim Statement of Cash Flows                        | 7   
|                                                                                    |     
|Notes to Condensed Consolidated
      Interim Financial Statements                  | 8-18

4

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|AMERICAS WIND ENERGY CORPORATION            
|--------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)  
|Condensed Consolidated Interim Balance Sheet
|January 31, 2008                            
|(Expressed in U.S. Dollars)                 
|Unaudited                                   

|ASSETS                                                                      |  
|--------------------------------------------------------------------------- | -
|Current                                                                     |  
|Cash                                                                        | $
|Cash held in trust                                                          |  
|Accounts
      receivable (note 3)                                          |  
|Other receivables                                                           |  
|Costs on
      uncompleted contract in excess of related billings (note 4)  |  
|Prepaid expenses                                                            |  
|Total Current Assets                                                        |  
|Equipment, Net(note 5)                                                      |  
|Accounts Receivable, Non current(note 3)                                    |  
|Intangible Asset(note 6)                                                    |  
|Total Assets                                                                | $
|                                                                            |  
|LIABILITIES                                                                 |  
|Current                                                                     |  
|Accounts payable                                                            | $
|Accrued liabilities                                                         |  
|Billings on
      uncompleted contracts in excess of related costs (note 4) |  
|Due to stockholders (note 7)                                                |  
|Total Liabilities                                                           |  
|                                                                            |  
|Commitments and Contingencies(note
      10)                                |  
|                                                                            |  
|STOCKHOLDERS'
      EQUITY                                                  |  
|Capital Stock                                                               |  
|Class A special
      voting shares, no par value; 30,000,000               |  
|shares
      authorized, 23,800,000 issued and outstanding,                 |  
|however deemed to be cancelled                                              |  
|Common stock, $0.0001 par value
      per share; 100,000,000                |  
|shares authorized; 28,703,894 shares issued and                             |  
|outstanding; 25,000,000 shares deemed issued and                            |  
|outstanding                                                                 |  
|Additional Paid-In Capital                                                  |  
|Accumulated Other Comprehensive
      Income                                |  
|Deficit Accumulated During the Development Stage                            |  
|Total Stockholders' Equity                                                  |  
|Total Liabilities and Stockholders' Equity                                  | $

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

5

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|AMERICAS WIND ENERGY CORPORATION                                                   
|-----------------------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                                         
|Condensed Consolidated Interim Statement of Operations and
      Comprehensive Loss
|For the Six Month Periods Ended January 31, 2008 and 2007
      and the            
|Period from July 29, 2002 (Date of Inception) through
      January 31, 2008       
|(Expressed in U.S. Dollars)                                                        
|Unaudited                                                                          

|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | Period from   |  
|---------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | ------------- | -
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | July 29,      |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | 2002 (Date of |  
|                                   |   | Three Months |   |   | Three Months |   |   | Six Months  |   |   | Six Months  |   |   | Inception)    |  
|                                   |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | through       |  
|                                   |   | January 31,  |   |   | January 31,  |   |   | January 31, |   |   | January 31, |   |   | January 31,   |  
|                                   |   | 2008         |   |   | 2007         |   |   | 2008        |   |   | 2007        |   |   | 2008          |  
|Revenue                            | $ | -            |   | $ | -            |   | $ | -           |   | $ | -           |   | $ | 1,591,693     |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Cost of Sales                      |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 1,876,634     |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Gross Loss                         |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (284,941      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Expenses                           |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|General and administrative         |   | 166,507      |   |   | 149,700      |   |   | 206,068     |   |   | 417,513     |   |   | 1,497,410     |  
|Royalty fee                        |   | 29,249       |   |   | -            |   |   | 29,249      |   |   | -           |   |   | 55,004        |  
|License fees                       |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 27,711        |  
|Foreign exchange loss
      (gain) |   | -            |   |   | 147,184      |   |   | 7,031       |   |   | 162,615     |   |   | (246,519      | )
|Depreciation                       |   | 6,072        |   |   | 6,553        |   |   | 12,302      |   |   | 13,790      |   |   | 61,372        |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Total Expenses                     |   | 201,828      |   |   | 303,437      |   |   | 254,650     |   |   | 593,918     |   |   | 1,394,978     |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Loss from Operations               |   | (201,828     | ) |   | (303,437     | ) |   | (254,650    | ) |   | (593,918    | ) |   | (1,679,919    | )
|Other (Expenses) Income            |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Gain on sale of investment in      |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Emergya
      Wind Technologies    |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|B.V.
      Inc.                    |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 1,129,247     |  
|Other income                       |   | 99           |   |   | -            |   |   | 1,040       |   |   | 9,689       |   |   | 81,941        |  
|Gain on settlement of debt         |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 311,205       |  
|Interest expense                   |   | (7,762       | ) |   | (51,760      | ) |   | (16,056     | ) |   | (91,852     | ) |   | (536,553      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Total Other (Expenses) Income      |   | (7,663       | ) |   | (51,760      | ) |   | (15,016     | ) |   | (82,163     | ) |   | 985,840       |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Loss Before Income Taxes           |   | (209,491     | ) |   | (355,197     | ) |   | (269,666    | ) |   | (676,081    | ) |   | (694,079      | )
|Provision for income taxes         |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|(note
      9)                     |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 56,703        |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Net Loss                           |   | (209,491     | ) |   | (355,197     | ) |   | (269,666    | ) |   | (676,081    | ) |   | (637,376      | )
|Foreign currency translation       |   | 177,380      |   |   | 71,235       |   |   | 115,673     |   |   | 63,940      |   |   | (5,428        | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Comprehensive Loss                 | $ | (32,111      | ) | $ | (283,962     | ) | $ | (153,993    | ) | $ | (612,141    | ) | $ | (642,804      | )
|Loss per Share - Basic and         |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Diluted                            | $ | (0.00        | ) | $ | (0.01        | ) | $ | (0.01       | ) | $ | (0.01       | ) |   |               |  
|Weighted Average Number of         |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Shares Outstanding During the      |   |              |   |   |              |   |   |             |   |   |             |   |   |               |  
|Periods - Basic and
      Diluted  |   | 52,503,894   |   |   | 52,805,273   |   |   | 52,503,894  |   |   | 52,805,273  |   |   |               |  

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

6

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|AMERICAS WIND ENERGY CORPORATION                                            
|----------------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURE LTD.)                                   
|Condensed Consolidated Interim Statement of Cash Flows                      
|For the Six Month Periods Ended January 31, 2008 and 2007
      and the     
|Period from July 29, 2002 (Date of Inception) through
      January 31, 2008
|(Expressed in U.S. Dollars)                                                 
|Unaudited                                                                   

|                                                                  |   |          |   |   |            |   |   | Period from   |  
|----------------------------------------------------------------- | - | -------- | - | - | ---------- | - | - | ------------- | -
|                                                                  |   |          |   |   |            |   |   | July 29,      |  
|                                                                  |   |          |   |   |            |   |   | 2002 (Date of |  
|                                                                  |   |          |   |   |            |   |   | Inception)    |  
|                                                                  |   |          |   |   |            |   |   | through       |  
|                                                                  |   |          |   |   |            |   |   | January 31,   |  
|                                                                  |   | 2008     |   |   | 2007       |   |   | 2008          |  
|Cash Flows from Operating Activities                              |   |          |   |   |            |   |   |               |  
|Net loss                                                          | $ | (269,666 | ) | $ | (676,081   | ) | $ | (637,376      | )
|Adjustment for non-cash items:                                    |   |          |   |   |            |   |   |               |  
|Depreciation                                                      |   | 12,302   |   |   | 13,790     |   |   | 61,372        |  
|Gain on settlement
      of debt                                  |   | -        |   |   | -          |   |   | (311,205      | )
|Gain on sale of investment in EWT B.V. Inc.                       |   | -        |   |   | -          |   |   | (1,129,247    | )
|                                                                  |   |          |   |   |            |   |   |               |  
|Changes in
      non-cash working capital, net of effects         |   |          |   |   |            |   |   |               |  
|from acqusition:                                                  |   |          |   |   |            |   |   |               |  
|Cash held in trust                                                |   | 1,771    |   |   | (2,596     | ) |   | (1,351        | )
|Accounts
      receivable                                         |   | 277,451  |   |   | 40,559     |   |   | (238,414      | )
|Other receivables                                                 |   | 9,404    |   |   | (2,147     | ) |   | (24,431       | )
|Costs on
      uncompleted contract in excess of related billings |   | (282,260 | ) |   | (186,359   | ) |   | (440,188      | )
|Prepaid expenses                                                  |   | (59,415  | ) |   | (4,501     | ) |   | (59,415       | )
|Accounts payable                                                  |   | 62,963   |   |   | (67,814    | ) |   | 209,224       |  
|Accrued liabilities                                               |   | (31,774  | ) |   | 43,566     |   |   | 90,319        |  
|Billings on
      uncompleted contract in excess of related costs |   | (15,989  | ) |   | (291,929   | ) |   | 1,039,655     |  
|Deferred revenue                                                  |   | -        |   |   | 300,097    |   |   | -             |  
|                                                                  |   |          |   |   |            |   |   |               |  
|Net Cash Used in Operating
      Activities                       |   | (295,213 | ) |   | (833,415   | ) |   | (1,441,057    | )
|                                                                  |   |          |   |   |            |   |   |               |  
|Cash Flows from Financing Activities                              |   |          |   |   |            |   |   |               |  
|Proceeds from issuance of common
      stock                      |   | -        |   |   | 2,550,000  |   |   | 2,550,090     |  
|Due to
      stockholders                                         |   | 19,888   |   |   | 36,399     |   |   | 336,950       |  
|Repayments to Emergya Wind
      Technologies B.V. Inc.           |   | -        |   |   | 5,111      |   |   | (1,731,802    | )
|Decrease in
      advances from Northwest Passage Ventures Ltd.   |   | -        |   |   | (1,302,853 | ) |   | -             |  
|Advances from Digital Predictive
      Systems Inc.               |   | -        |   |   | 14,684     |   |   | 1,713,046     |  
|Repayment to
      Digital Predictive Systems Inc.                |   | -        |   |   | (267,120   | ) |   | (1,713,046    | )
|Cash from subsidiary acquired                                     |   | -        |   |   | 231        |   |   | 231           |  
|Stock issuance
      costs                                        |   | -        |   |   | (162,500   | ) |   | (162,500      | )
|                                                                  |   |          |   |   |            |   |   |               |  
|Net Cash Provided by Financing
      Activities                   |   | 19,888   |   |   | 873,952    |   |   | 992,969       |  
|                                                                  |   |          |   |   |            |   |   |               |  
|Cash Flows from Investing Activities                              |   |          |   |   |            |   |   |               |  
|Proceeds from sale of investment
      in Emergya Wind            |   |          |   |   |            |   |   |               |  
|Technologies B.V. Inc.                                            |   | -        |   |   | -          |   |   | 1,931,479     |  
|Acquisition of equipment                                          |   | (4,670   | ) |   | -          |   |   | (165,430      | )
|Advances to
      Emergya Wind Technologies B.V. Inc.             |   | -        |   |   | -          |   |   | (798,257      | )
|                                                                  |   |          |   |   |            |   |   |               |  
|Net Cash (Used in) Provided by Investing
      Activities         |   | (4,670   | ) |   | -          |   |   | 967,792       |  
|                                                                  |   |          |   |   |            |   |   |               |  
|Effect of Exchange Rate Change on
      Cash                      |   | (22,230  | ) |   | 185,428    |   |   | (147,373      | )
|                                                                  |   |          |   |   |            |   |   |               |  
|Change in Cash                                                    |   | (302,225 | ) |   | 225,965    |   |   | 372,331       |  
|Cash - Beginning of Period                                        |   | 674,556  |   |   | 126,814    |   |   | -             |  
|                                                                  |   |          |   |   |            |   |   |               |  
|Cash - End of Period                                              | $ | 372,331  |   | $ | 352,779    |   | $ | 372,331       |  

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

7

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Americas Wind Energy Corporation (formerly Northwest
      Passage Ventures Ltd.) (the "Company") was incorporated under the laws of
      the State of Nevada on August 22, 2003. Following the reverse merger
      transaction mentioned in the succeeding paragraphs, the Company changed
      its ordinary course of business from that of establishing marine adventure
      tourism business to that of manufacturing and distributing wind power
      turbines to wind farm developers throughout the Americas through its
      operating subsidiary, which has been involved in the wind turbines
      business since July 29, 2002.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Development Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company's business activity is the manufacturing and
      distribution of wind power turbines to wind farm developers in the
      Americas. The Company has researched and developed wind turbines to be
      efficient in the North American market. The Company has also commenced
      discussions with strategic market partners to seek equity financing
      through a private placement of common stock.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Reverse Merger Transaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On August 11, 2006, the Company entered into a share
      exchange agreement with 6544797 Canada Ltd. (the "Purchaser"), a Canadian
      corporation and wholly owned subsidiary of the Company, Americas Wind
      Energy Inc., a private Ontario corporation ("Priveco"), and the former
      stockholders of Priveco. The closing of the share exchange agreement and
      the acquisition of all of the issued and outstanding common stock of
      Priveco occurred on August 11, 2006.                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In accordance with the closing of the share exchange
      agreement, the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | in exchange for all of the 130,000 issued and outstanding
      common shares of Priveco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Upon exchange of any of the 30,000,000 class A preferred
      stock of the Purchaser into common shares of the Company, the 30,000,000
      class A special voting shares are to be cancelled and would not be
      reissued by the Company.                                                                                                                                                                                                                                                                                                                                                                                                   

8

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Reverse Merger Transaction (cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Immediately prior to the share exchange, the Company had
      57,545,143 common shares outstanding. As of August 11, 2006, following the
      cancellation of 37,541,249 common shares held by a former stockholder and
      officer of the Company, and the issuance of 2,500,000 common shares, which
      were issued pursuant to a private placement of 2,500,000 units in
      connection with the share exchange agreement, the Company had 22,503,894
      common shares and 30,000,000 class A special voting shares issued and
      outstanding. The cancellation of stock, the issuance of the 2,500,000
      common shares pursuant to the private placement of units and the creation
      and issuance of the class A special voting shares were conditions to
      closing of the share exchange agreement. Accordingly, the tendered
      37,541,249 common shares of the Company for cancellation were without
      consideration. The Company issued 2,500,000 common shares pursuant to a
      private placement of units and the Company amended its Articles of
      Incorporation to create the 30,000,000 class A special voting shares and
      issued said class A special voting shares to the former stockholders of
      Priveco. Each class A special voting share entitles the holder thereof to
      receive notice of, and vote at, all general meetings of the Company's
      stockholders. As of the closing date of the share exchange agreement, the
      former stockholders of Priveco held 30,000,000 class A special voting
      shares, representing approximately 60% of the issued and outstanding
      voting securities of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Effective October 16, 2006, the Company changed its name
      from "Northwest Passage Ventures Ltd." to "Americas Wind Energy
      Corporation," pursuant to the approval of the board of directors and the
      holders of a majority of its voting stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The aforementioned transaction represents a merger of a
      private operating company into a non-operating public shell corporation,
      with nominal net assets, that resulted in the stockholders and management
      of the private company having actual or effective operating control of the
      combined company after the transaction. The stockholders of the former
      public shell are passive investors. The transaction was therefore
      accounted for as a recapitalization. Under this basis of accounting, the
      combined entity will be considered to be a continuation of the
    Priveco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Going Concern Assumption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company's consolidated interim 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 during the
      development stage raise substantial doubt as to its ability to continue as
      a going concern. As of January 31, 2008, the Company had a negative
      working capital of $582,857, operating loss for the six months ended
      January 31, 2007 of $ 269,666 and an accumulated deficit during the
      development stage of $637,376.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

9

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Going Concern Assumption (cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company's continuance as a going concern is dependent
      on the success of the efforts of its directors and principal stockholders
      in providing financial support in the short term; raising additional
      long-term equity or debt financing either from its own resources or from
      third parties; and the commercialization of one or more of the Company's
      research projects and achieving profitable operations. The company is in
      discussion with certain lenders and investors which when finalized will
      provide sufficient cash flows to fund operations and meet it short term
      and long term needs. In the event that such resources are not secured, the
      assets may not be realized or liabilities discharged at their carrying
      amounts, and differences from the carrying amounts reported in these
      consolidated interim financial statements could be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The accompanying consolidated interim 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

10

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

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

11

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

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

12

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | b)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|3. | Accounts Receivable                               

| |                                |   | 2008    |  
| | ------------------------------ | - | ------- | -
| | Accounts receivable - trade    | $ | 191,544 |  
| | Accounts receivable - holdback |   | 49,810  |  
| |                                |   | 241,354 |  
| | Less: non-current portion      |   | (49,810 | )
| | Current portion                | $ | 191,544 |  

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.

13

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|4. | Costs and Billings on Uncompleted Contracts                                                                                                            |   |            |  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------- | -
|   |                                                                                                                                                        |   | 2008       |  
|   | Costs incurred on uncompleted contracts                                                                                                                | $ | 3,442,414  |  
|   | Billings to date                                                                                                                                       |   | (4,041,881 | )
|   |                                                                                                                                                        | $ | (599,467   | )
|   |                                                                                                                                                        |   |            |  
|   | Billings on uncompleted contracts
      in excess of costs are presented in the consolidated interim balance sheet
      under the following captions:
|   |                                                                                                                                                       
|   |                                                                                                                                                        |   | 2008       |  
|   | Costs on uncompleted contracts in excess
      of related billings                                                                                     | $ | 440,188    |  
|   | Billings on uncompleted contracts in excess of related costs                                                                                           |   | (1,039,655 | )
|   |                                                                                                                                                        | $ | (599,467   | )

|5. | Equipment, Net                     |   |         |  |   |              |  
|-- | ---------------------------------- | - | ------- |  | - | ------------ | -
|   |                                    |   |         |  |   |              |  
|   | Equipment comprises the following: |   |         |  |   |              |  
|   |                                    |   |         |  |   | 2008         |  
|   |                                    |   | Cost    |  |   | Accumulated  |  
|   |                                    |   |         |  |   | Depreciation |  
|   |                                    |   |         |  |   |              |  
|   | Computer equipment                 | $ | 15,328  |  | $ | (11,330      | )
|   | Computer software                  |   | 5,251   |  |   | (4,783       | )
|   | Manufacturing equipment            |   | 159,064 |  |   | (52,593      | )
|   |                                    |   |         |  |   |              |  
|   | Total                              | $ | 179,643 |  | $ | (68,706      | )
|   |                                    |   |         |  |   |              |  
|   | Net carrying amount                |   |         |  | $ | 110,937      |  

14

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|6. | Intangible Asset                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 amounting to $2,171,158 U.S.
      dollars.
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|7. | Due to Stockholders                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | The amounts due to stockholders are unsecured and have no
      fixed terms of repayment. Of the total amount, $336,951 (inclusive of
      accrued interest) bears interest at 10% per annum and the remainder bears
      no interest.                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|8. | Related Party Transactions and Balances                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company owed or paid the following amounts to related
      parties:                                                                                                                                                                                                                                                                                                                      

| |                     |   | 2008   | 
| | ------------------- | - | ------ | 
| | Consulting Fees     |   |        | 
| | Stockholders        | $ | 57,500 | 
| |                     |   |        | 
| |                     |   |        | 
| | Accrued liabilities | $ | 16,201 | 

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

15

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|9. | Income Taxes                                                              |   |          |  
|-- | ------------------------------------------------------------------------- | - | -------- | -
|   |                                                                           |   |          |  
|   | The Company's current income
        taxes are as follows:                |   |          |  
|   |                                                                           |   | 2008     |  
|   | Expected income tax (recovery)
        at the statutory rate of           |   |          |  
|   | 35%(2007
        - 35%)                                                   | $ | (94,383  | )
|   | Accrued Warranty                                                          |   | 5,969    |  
|   | Valuation allowance                                                       |   | 88,414   |  
|   | Benefit from income taxes                                                 | $ | -        |  
|   |                                                                           |   |          |  
|   | The components of deferred tax
        assets (liability) are as follows: |   |          |  
|   |                                                                           |   | 2008     |  
|   | Net operating loss carryforwards                                          | $ | 436,905  |  
|   | Accounts receivable
        - holdback                                    |   | (16,404  | )
|   | Valuation allowance                                                       |   | (420,501 | )
|   | 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, 2008, the Company had
$ 1,248,301 of Federal, provincial and state net operating loss carryforwards
(including losses of $256,153 in the U.S.) available to offset future taxable
income. Such carryforwards expire in:

2014
    $ 493,0192016
    22,3362024
    14,8482025
    83,8782026
    7,4642027
    357,0902028
    269,666$ 1,248,301


16

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|10. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                      
|    | The Company is committed under a license agreement to pay
      to EWT a royalty of 3% of related sales and 40% of any royalties received
      by the Company from its sub-licensees.                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                      
|    | On May 11, 2005, the Company entered into a license
      agreement with GE Power Technology LLC ("GEPT") to obtain certain licenses
      under GEPT's patents. The Company has agreed under this license agreement
      to pay GEPT a royalty equal to $32,500 per one megawatt of capacity for
      each sale of a wind turbine.
|    |                                                                                                                                                                                                                                                                                                                                      
|11. | Cash Flow Supplemental Information                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                      
|    | During the period, the Company had cash flows arising
      from interest and income taxes paid as
follows:                                                                                                                                                                                                                          

| |              |   |             |  |   |             |  |   | Cumulative from |  
| | ------------ | - | ----------- |  | - | ----------- |  | - | --------------- | -
| |              |   | Six Months  |  |   | Six Months  |  |   | Inception       |  
| |              |   | Ended       |  |   | Ended       |  |   | (July 29, 2002  | )
| |              |   | January 31, |  |   | January 31, |  |   | Through to      |  
| |              |   | 2008        |  |   | 2007        |  |   | Jan. 31, 2008   |  
| |              |   |             |  |   |             |  |   |                 |  
| | Income taxes | $ | -           |  | $ | -           |  | $ | -               |  
| |              |   |             |  |   |             |  |   |                 |  
| |              |   |             |  |   |             |  |   |                 |  
| | Interest     | $ | -           |  | $ | -           |  | $ | 82,849          |  

17

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|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|January 31, 2008                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|12. | Subsequent Events                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                            
|    | On February 22, 2008, the board of directors accepted a
      notice of redemption delivered by Class A Special Voting shareholder of
      the Company. Accordingly, the Company has issued an aggregate of 846,154
      common shares.  
|    |                                                                                                                                                                                                                                            
|    | On February 27, 2008, the board of directors accepted a
      notice of redemption delivered by Class A Special Voting shareholder of
      the Company. Accordingly, the Company has issued an aggregate of 1,769,231
      common shares.
|    |                                                                                                                                                                                                                                            
|13. | Comparative Figures                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                            
|    | Certain figures for the prior year have been reclassified
      to conform with the current period's consolidated financial statement
      presentation.                                                                                  

18

---

Item 2. Management's Discussion And Analysis Or Plan Of
Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for our future
operations. Statements containing terms like "believes", "does not believe",
"plans", "expects", "intends", "estimates", "anticipates", and other phrases of
similar meaning are considered to imply uncertainty and are forward-looking
statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements
throughout this quarterly report and the documents we have incorporated by
reference, including those stated under the heading "Risk Factors". You should
read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in this quarterly report, the
materials referred to in this quarterly report, and the materials incorporated
by reference into this quarterly report.

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 financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles. In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to common
shares refer to the common shares in our capital stock.

As used in this quarterly report, the terms we, us and
our mean 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.

Corporate History

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.

19

---

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.

Plan of Operation

Overview

We are engaged in the business of manufacturing, marketing and
licensing medium sized wind turbines to wind farm developers in North America.
We hold an exclusive license from Emergya Wind Technologies B.V., for the
technology and product lines in the medium sized wind turbine class developed by
Lagerwey Windturbine B.V. of the Netherlands for North America.

Our target market is medium size applications which are small
developers, farms and ranches, industrials, educational institutions and
community wind projects. Management believes this market is growing with strong
government support for wind energy and other renewable sources of energy.

In this market, management expects limited competition. The
major wind turbine suppliers concentrate on major projects.

The market in the United States is reviewed directly by our
personnel and by a range of agents, who not only provide leads in their area but
other support. Through these networks, we have managed to build up a pipeline of
active projects, which include potential near term orders.

In the Canadian market, we have active partners in Quebec that
are working to provide sales to community based projects and also to provide
manufacturing capacity and local content.

In the Mexican market, we engage the assistance of a
knowledgeable group of agents that provide sales contacts and local content
support.

Financial Condition, Liquidity and Capital Resources

Our principal capital resource has been the sale of common
stock, although we have in the past and may in the future use shareholder loans,
advances from related parties, or borrowing to meet future needs.

At January 31, 2008, we had $372,331 in cash and a working
capital deficiency of $582,857, compared to $352,779 in cash and a working
capital deficiency of $1,944,569 at January 31, 2007.

At January 31, 2008, our total current assets were $1,094,962
compared to total current assets of $554,689 at January 31, 2007.

At January 31, 2008, our total current liabilities were
$1,677,819 compared to total current liabilities of $2,499,258 at January 31,
2007.

Cash Requirements

Over the next 12 months we intend to continue to manufacture
and distribute our products to small wind farms, developers of small wind farms,
wind power co-ops, industrial users and governmental organizations. We
anticipate that we will incur the following operating expenses during this
period:

20

---

Estimated Funding Required During the Next
      12 MonthsExpense
    AmountProfessional fees
    $50,000Other general
      administrative expenses
    $850,000License Fees
    $87,750Royalty Fees
    $108,000Total
    $1,095,750


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 ability to generate revenues in the future is dependent on
whether we successfully manufacture and market our products. We will need to
form and maintain relationships with suppliers and secure sales contracts with
wind farm developers and other customers. We cannot predict when or whether this
may happen and this causes uncertainty with respect to the growth of our company
and our ability to generate revenues.

Employees

As of March 4, 2008, we had three employees consisting of
Harold Dickout, our chief executive officer, president and chairman, Frank
Pickersgill, our secretary and John Colmar. We plan to hire additional employees
when circumstances warrant.

Going Concern

Our consolidated financial statements are presented on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. We experienced recurring losses
from operations that raise substantial doubt as to our ability to continue as a
going concern. As of January 31, 2008, we had a working capital deficiency of
$582,857 and an accumulated deficit during the development stage of
$637,376.

Our ability to continue as a going concern is contingent upon
our ability to secure debt and equity financing, and attain profitable
operations.

Our continuance as a going concern is dependent on the success
of the efforts of our directors and principal shareholders in providing
financial support in the short term, the success of our company in raising
additional long-term equity or debt financing either from our own resources or
from third parties, the commercialization of one or more of our research
projects and our company achieving profitable operations. In the event that such
resources are not secured, the assets may not be realized or liabilities

21

---

discharged at their carrying amounts, and difference from the
carrying amounts reported in these financial statements could be material.

We have been actively seeking financing from the capital
markets and have received positive responses. Management believes that we may be
close to finalizing the terms of a financing. However, there is no assurance
that we will be able to obtain any such financing on terms that are acceptable
to us.

Our 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 our company to continue as a going concern.

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial
instruments, off-balance sheet guarantees, interest rate swap transactions or
foreign currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.

Recent Accounting Pronouncements

In November 2007, the Financial Accounting Standards Board
("FASB") ratified the consensus on the Emerging Issues Task Forces ("EITF")
Issue 07 01 Accounting for Collaborative Arrangements (EITF 07 01). EITF 07 01
requires collaborators to present the results of activities for which they act
as the principal on a gross basis and report any payments received from (made
to) other collaborators based on other applicable GAAP or, in the absence of
other applicable GAAP, based on analogy to authoritative accounting literature
or a reasonable, rational, and consistently applied accounting policy election.
Further, EITF 07 01 clarified that the determination of whether transactions
within a collaborative arrangement are part of a vendor customer (or analogous)
relationship subject to Issue 01 9, Accounting for Consideration Given by a
Vendor to a Customer. EITF 07 01 is effective for fiscal years beginning after
December 15, 2008. We have not yet completed an evaluation of EIFT 07 01, on our
results of operations, and financial position.

In December 2007, FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 141 (revised 2007), "Business Combinations" ("SFAS
141(R)"). This statement replaces SFAS No. 141, "Business Combinations" and
requires an acquirer to recognize the assets acquired, the liabilities assumed,
including those arising from contractual contingencies, any contingent
consideration, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions specified in the statement. SFAS 141(R) also requires the acquirer in
a business combination achieved in stages (sometimes referred to as a step
acquisition) to recognize the identifiable assets and liabilities, as well as
the noncontrolling interest in the acquiree, at the full amounts of their fair
values (or other amounts determined in accordance with SFAS 141(R)). In
addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in
the acquiree at fair value will result in recognizing the goodwill attributable
to the noncontrolling interest in addition to that attributable to the acquirer.
SFAS 141(R) amends SFAS No. 109, "Accounting for Income Taxes", to require the
acquirer to recognize changes in the amount of its deferred tax benefits that
are recognizable because of a business combination either in income from
continuing operations in the period of the combination or directly in
contributed capital, depending on the circumstances. It also amends SFAS 142,
"Goodwill and Other Intangible Assets", to, among other things, provide guidance
on the impairment testing of acquired research and development intangible assets
and assets that the acquirer intends not to use. SFAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We are currently assessing

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the potential impact that the adoption of SFAS 141(R) could
have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statementsamendment of Accounting Research
Bulletin No. 51 (SFAS 160) SFAS 160 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim periods within those fiscal years, beginning on or after December
15, 2008. We are currently assessing the potential impact that the adoption of
SFAS 160 could have on our consolidated financial statements.

In February 2008, FASB issued FASB Staff Position (FSP) on
SFAS No. 140 3, Accounting for Transfers of Financial Assets and Repurchase
Financing Transactions (FSP SFAS 140 3). The objective of this FSP is to
provide guidance on accounting for a transfer of a financial asset and a
repurchase financing. This FSP presumes that an initial transfer of a financial
asset and a repurchase financing are considered part of the same arrangement
(linked transaction) under SFAS No. 140, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities ("SFAS 140"). However,
if certain criteria are met, the initial transfer and repurchase financing shall
not be evaluated as a linked transaction and shall be evaluated separately under
SFAS No. 140. FSP SFAS 140 3 is effective for financial statements issued for
fiscal years beginning after November 15, 2008, and interim periods within these
fiscal years. Earlier application is not permitted. We are currently reviewing
the effect, if any; the proposed guidance will have on its consolidated
financial statements.

In February 2008, FASB issued FSP SFAS No. 157 2, Effective
date of FASB Statement No. 157 (FSP SFAS 157 2). FSP SFAS 157 2 delays the
effective date of SFAS No. 157, Fair Value Measurement SFAS 157 to fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years.

In February 2008, FASB issued FSP SFAS No. 157 1, Application
of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
Pronouncements That Address Fair Value Measurements for Purposes of Lease
Classification or Measurement under Statement 13 (FSP SFAS 157 1). FSP SFAS
157 1 amends SFAS 157 to exclude FASB Statement No. 13, "Accounting for Leases",
and other accounting pronouncements that address fair value measurements for
purposes of lease classification or measurement under FASB Statement 13.
However, this scope exception does not apply to assets acquired and liabilities
assumed in a business combination that are required to be measured at fair value
under FASB Statement No. 141, Business Combinations, or FASB Statement No. 141
(revised 2007), "Business Combinations", regardless of whether those assets and
liabilities are related to leases. This FSP shall be effective upon the initial
adoption of SFAS 157.

Application of 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

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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.

Equipment, Net

Equipment is recorded at cost. Depreciation, based on the
estimated useful lives of the assets, is provided as follows:

Computer equipment
    30%
    Declining balanceComputer software
    100%
    Declining balanceManufacturing equipment
    20%
    Declining balance


Investments

For investments in which our company owns less than 20% of the
voting shares and does not have significant influence, the cost method of
accounting is used. Under the cost method of accounting, we do not record our
share in the earnings and losses of our company in which we have
investments.

Intangible Asset

Intangible asset represents an acquired license right. We have
determined that the asset meets the indefinite life criteria outlined in
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". Accordingly, we do not amortize this intangible asset,
but instead we review this asset annually or more frequently if events or
changes in circumstances indicated that the asset might be impaired.
Accordingly, the asset is assessed for impairment by comparing the fair value
determined using a discounted cash flows model to its carrying amount. The
assumptions used are based on our business plan and cash flow forecasts and take
into consideration planned orders. The forecast estimated 148 orders over 3
years and a discount rate of 30%. The forecast presumes that our company is a
going concern and will have sufficient capital funding resources available to
finance the future orders. Accordingly, a relatively high discount rate is
applied to compensate for the going concern issue.

Deferred Offering Costs

Direct incremental costs associated with the offering are
deferred until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital raised.
Should the offering be terminated, deferred offering costs are charged to
operations during the period in which the offering is terminated.

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Impairment of Long lived Assets

In accordance with SFAS No. 144, "Accounting for the Impairment
or Disposal of Long Lived Assets", long lived assets to be held and used are
analyzed for impairment whenever events or changes in circumstances indicate
that the related carrying amounts may not be recoverable. We evaluate at each
balance sheet date whether events and circumstances have occurred that indicate
possible impairment. If there are indications of impairment, We use future
undiscounted cash flows of the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. In the event
such cash flows are not expected to be sufficient to recover the recorded asset
values, the assets are written down to their estimated fair value. Long lived
assets to be disposed of are reported at the lower of carrying amount or fair
value of asset less cost to sell. Management believes that no impairment existed
at January 31, 2008.

Revenue Recognition

We recognize revenues from the sale of wind turbines on a
completed contract basis, which approximates the percentage-of-completion
method. After the delivery of components and spares on customer's sites, it
takes about two months to install and commission the wind turbines under an
average contract. Under the completed contract method, the revenue and costs
related thereto are deferred until such time as the project is completed, the
customer takes ownership and assumes risks of loss, collection is probable,
persuasive evidence of an arrangement exists, and the sales price is fixed or
determinable.

The amount of any excess accumulated costs over related
billings will be described as "Costs of uncompleted contracts in excess of
related billings" and will be a current asset. The amount of any excess
accumulated billings over related costs will be described as "Billings on
uncompleted contracts in excess of related costs" and will be a current
liability.

Research and Development

Research and development costs are expensed as incurred.
Research and development expenses consist primarily of consulting fees and
materials.

Costs incurred in obtaining license rights to technology in the
research and development stage, and that have no alternative future uses are
expensed as incurred.

Certain research and development costs incurred for the year
ended July 31, 2005 were included in the cost of sales category in the
accompanying consolidated statement of operations and comprehensive loss for the
period from July 29, 2002 (date of inception) through to January 31, 2008 since
we were unable to separate the actual cost of sales from the research and
development component.

Income Taxes

We account for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". Deferred tax assets and liabilities are recorded
for differences between the financial statement and tax basis of the assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense is recorded for the amount of income tax payable or
refundable for the period increased or decreased by the change in deferred tax
assets and liabilities during the period.

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Foreign Currency Translation

Our functional currency is the Canadian dollar. In accordance
with the provision of SFAS No. 52, "Foreign Currency Translation", we translate
our balance sheet into U.S. dollars at the prevailing rate at the balance sheet
date and translate our revenues, costs and expenses at the average rates
prevailing during each reporting period. Net gains or losses resulting from the
translation of financial statements are accumulated and charged directly to
accumulated comprehensive income or loss, a component of stockholders' equity or
deficit. Gains or losses resulting from foreign currency transactions are
included in earnings.

Comprehensive Income or Loss

We apply the provisions of SFAS No. 130 Reporting
Comprehensive Income. Unrealized gains and losses from foreign exchange
translation are reported as comprehensive income (loss).

Earnings or Loss Per Share

We account for earnings or loss per share pursuant to SFAS No.
128, "Earnings per Share", which requires disclosure on the financial statements
of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per
share is computed by dividing net income (loss) by the weighted average number
of common shares outstanding for the year. Diluted earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding plus potentially dilutive securities outstanding for each
year.

Financial Instruments

Unless otherwise noted, it is management's opinion that we are
not exposed to significant interest, currency or credit risk arising from the
financial instruments. The fair value of the financial instruments approximates
their carrying value, unless otherwise noted.

Foreign Currency Risk

We are exposed for foreign currency risk because we purchase
certain components and spares used in the wind turbines in euros, while the
contract revenues are denominated either in U.S. dollars or Canadian
dollars.

Use of Estimates

The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. These estimates are based on
management's best knowledge of current events and actions we may undertake in
the future. Actual results may ultimately differ from those estimates. These
estimates are reviewed on an ongoing basis and as adjustments become necessary,
they are reported in earnings in the period in which they become known.

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

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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. We undertake no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of such statements.

Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution readers of this quarterly report 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. In evaluating us,
our business and any investment in our business, readers should carefully
consider the following factors.

Risks Related To Our Business

We have had accumulated negative cash flows from operations
since inception. We will require additional financing, the availability of which
cannot be assured, and if our company is unable to obtain such financing, our
business may fail.

To date, we have had accumulated negative cash flows from
operations and have depended on sales of our equity securities and debt
financing to meet our cash requirements. Our ability to develop our business
will be dependent upon our ability to raise additional financing. If we are
unable to obtain such financing, we will not be able to fully develop our
business. Specifically, we will need to raise additional funds to:

- support our planned growth and carry out our business plan;
- continue in our research and development programs;
- address competing technological and market developments;
- establish additional collaborative relationships; and
- market and develop our products and licenses.

We may not be able to obtain additional equity or debt
financing on acceptable terms as required. Even if financing is available, it
may not be available on terms that are favorable to us or in sufficient amounts
to satisfy our requirements. If we require, but are unable to obtain, additional
financing in the future, we may be unable to implement our business plan and our
growth strategies, respond to changing business or economic conditions,
withstand adverse operating results and compete effectively. More importantly,
if we are unable to raise further financing when required, we may be forced to
scale down our operations and our ability to generate revenues may be negatively
affected.

We have a history of losses and nominal operating results,
which raise substantial doubt about our ability to continue as a going
concern.

Since inception through January 31, 2008, we have incurred
aggregate net losses of $637,376 from operations. We can offer no assurance that
we will operate profitably or that we will generate positive cash flow in the
future. In addition, our operating results in the future may be subject to
significant fluctuations due to many factors not within our control, such as the
level of competition and general economic conditions.

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Our company's operations will be subject to all the risks
inherent in the establishment of a developing enterprise and the uncertainties
arising from the absence of a significant operating history. No assurance can be
given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our
development, our securities must be considered highly speculative. We are
engaged in the business of distributing wind power turbines to wind farm
developers in North America. We have not realized a profit from our operations
to date and there is little likelihood that we will realize any profits in the
short or medium term. Any profitability in the future from our business will be
dependent upon the successful commercialization of our wind turbines and the
licensing of the technology and product lines developed by Lagerwey Windturbine
B.V., which are subject to numerous risk factors as set forth herein.

We expect to continue to incur development costs and operating
costs. Consequently, we expect to incur operating losses and negative cash flows
until our products and licenses gain market acceptance sufficient to generate a
sustainable level of income from the commercialization of our wind turbines and
the licensing of the Lagerwey Windturbine B.V. technology and product lines. Our
history of losses and nominal operating results raise substantial doubt about
our ability to continue as a going concern.

We may lose our competitiveness if we are not able to
protect our intellectual property rights against infringement, and any related
litigation may be time-consuming and costly.

Our success and ability to compete depends to a significant
degree on our ability to protect our intellectual property rights. If any of our
competitors copy or otherwise gain access to our intellectual property or
develop similar products independently, we may not be able to compete
effectively. We currently rely on internal and external intellectual property
rights for our existing product lines and turbine solutions, which include
contractual provisions to establish and protect our proprietary rights. This,
however, may not be adequate to prevent the unauthorized use of the proprietary
technology used in our products and our other intellectual property rights.
Further, the laws of foreign countries may provide inadequate protection of such
intellectual property rights. We may need to bring legal claims to enforce or
protect such intellectual property rights. Any litigation, whether successful or
unsuccessful, may result in substantial costs and a diversion of our company's
resources. In addition, notwithstanding our rights to our intellectual property,
other persons may bring claims against us alleging that we have infringed on
their intellectual property rights or claims that our intellectual property
rights are not valid. Any claims against us, with or without merit, could be
time consuming and costly to defend or litigate, divert our attention and
resources, result in the loss of goodwill associated with our business or
require us to make changes to our products.

If we are unable to develop market share and generate
significant revenues from the commercialization or licensing of our product
lines, then our business may fail.

We operate in a highly competitive industry and our failure to
compete effectively and generate income through the commercialization or
licensing of our product lines may adversely affect our ability to generate
revenue. Our company's future success will depend on our ability to enhance
current products, develop new products and services that meet changing
customers needs, advertise and market our products, and respond to emerging
industry standards and other technological changes on a timely and cost
effective basis. There can be no assurance that our new or existing products
will gain market acceptance. Management is aware of similar products and
services which our products and services will compete directly against. Many of
our competitors have greater financial, technical, sales and marketing
resources, better name recognition and a larger customer base than ours. In
addition, many of our large competitors may offer customers a broader or
superior range of products and services. Some of our competitors may conduct
more extensive promotional activities and offer lower commercialization costs

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to customers than we do, which could allow them to gain greater
market share or prevent us from establishing and increasing our market share.
Increased competition in the alternative energy industry may result in
significant price competition, reduced profit margins or loss of market share,
any of which may have a material adverse effect on our ability to generate
revenues and successfully operate our business. Our competitors may develop
technologies superior to those that our company is currently developing. In the
future, we may need to decrease our prices if our competitors lower their
prices. Our competitors may be able to respond more quickly to new or changing
opportunities, technologies and customer requirements. Such competition will
potentially affect our chances of achieving profitability, and ultimately affect
our ability to continue as a going concern.

If we fail to effectively manage the growth of our company
and the commercialization or licensing of our products and services, our future
business results could be harmed and our managerial and operational resources
may be strained.

As we proceed with the development of our products and services
and the expansion of our commercialization efforts, we expect to experience
significant growth in the scope and complexity of our business. We will need to
add staff to market our services, manage operations, handle sales and marketing
efforts and perform finance and accounting functions. We anticipate that we will
be required to hire a broad range of additional personnel in order to
successfully advance our operations. This growth is likely to place a strain on
our management and operational resources. The failure to develop and implement
effective systems, or to hire and retain sufficient personnel for the
performance of all of the functions necessary to effectively service and manage
our potential business, or the failure to manage growth effectively, could have
a material adverse effect on our business and financial condition.

Uncertainty in market conditions and other unforeseen
factors may negatively affect our operations and financial condition.

We participate in a relatively new marketplace, wind turbine
development, which is susceptible to the risks of market change, new competition
and other currently unforeseen factors. Any event that negatively affects the
sale of our products or services, or a change in competitors' strategies,
significant quality problems, negative publicity or evaluation, reduced market
acceptance or obsolescence of, our product offerings, a change in our operating
environment, could have a material adverse effect on our business, financial
condition or results of operations.

If we do not keep pace with our competitors, technological
advancements and market changes, our products may become obsolete and our
business may suffer.

The market for our products is very competitive, is subject to
technological changes and varies for different individual customers. Our growth
and future financial performance depend in part on our ability to enhance
existing wind turbines and to develop and introduce new turbine and renewable
energy solutions to incorporate technological advances that satisfy local
regulatory requirements or expectations.

Many of our competitors have significantly greater resources
and have developed products and processes that directly compete with our
products. Our competitors may develop new wind turbines that directly compete
with our wind turbines or even render our wind turbines obsolete. If we are
unable to bring our new product lines or renewable energy solutions to market on
a timely or cost effective basis, or our competitors are able to develop
products that achieve greater market acceptance than ours, our business and
financial performance will suffer.

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Our ability to hire and retain key personnel will be an
important factor in the success of our business and a failure to hire and retain
key personnel may result in our inability to manage and implement our business
plan.

We are highly dependent upon our management personnel such as
Harold Dickout and Frank Pickersgill because of their experience in the
development and ongoing operations of our company. The loss of the services of
one or more of these individuals may impair management's ability to operate our
company. We have not purchased key man insurance on any of these individuals,
which insurance would provide us with insurance proceeds in the event of their
death. Without key man insurance, we may not have the financial resources to
develop or maintain our business until we could replace the individual or to
replace any business lost by the death of that person. The competition for
qualified personnel in the markets in which we operate is intense. In addition,
in order to manage growth effectively, we must implement management systems and
recruit and train new employees. We may not be able to attract and retain the
necessary qualified personnel. If we are unable to retain or to hire qualified
personnel as required, we may not be able to adequately manage and implement our
business.

Our company is dependent on various third parties to support
our business, such as suppliers, licensors and manufacturers.

We utilize a variety of third parties to support our business,
such as suppliers and licensors and manufacturers. Our ability to secure and
maintain these relationships will be critical to the success of our business
objectives, and conversely the inability to secure these future relationships on
reasonable commercial terms represents a risk and could have a material adverse
effect on our operations or financial condition.

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.

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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. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our

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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.

Item 3A(T). Controls And Procedures

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at January 31, 2008, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and principal financial officer. Based on this evaluation, our
principal executive officer and principal financial officer has concluded that
the design and operation of our disclosure controls and procedures are effective
as at the end of the period covered by this report. We have made no change in
our internal control over financial reporting during the last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active 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 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

On February 22, 2008, our board of directors accepted a notice
of redemption delivered by Class A Special Voting shareholder of our company.
Accordingly, we have issued an aggregate of 846,154 common shares in the capital
of our company. We issued the common shares in an offshore transaction

32

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relying on Regulation S and/or Section 4(2) of the Securities
Act of 1933 to one non-U.S. Person (as that term is defined in Regulation S
under the Securities Act of 1933).

On February 27, 2008, our board of directors accepted a notice
of redemption delivered by Class A Special Voting shareholder of our company.
Accordingly, we have issued an aggregate of 1,769,231 common shares in the
capital of our company. We issued the common shares in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 to one
non-U.S. Person (as that term is defined in Regulation S under the Securities
Act of 1933).

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits Required by Item 601 of Regulation S-B.

|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)                                                                                                             

33

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|(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)
|      |                                                                                                                                                                                                                         
|16.   | Letter on Change in Certifying
      Accountant                                                                                                                                                                         
|      |                                                                                                                                                                                                                         
|16.1  | Letter from Madsen and Associates
      CPAs Inc. regarding change in certifying accountant. (incorporated
      by reference from our Current Repot on Form 8-K filed on December 12, 2006)                           
|      |                                                                                                                                                                                                                         
|(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

34

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this quarterly report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|AMERICAS WIND ENERGY CORPORATION |                                                                
|-------------------------------- | ---------------------------------------------------------------
|                                 |                                                                
|                                 |                                                                
|By:                              | */s/
      Harold C.F. Dickout*                                
|                                 | Harold C.F. Dickout                                            
|                                 | President, Chief Executive Officer,
      Chairman and Director
|                                 | (Principal Executive Officer, Acting Principal
      Financial 
|                                 | Officer and Acting Principal Accounting Officer)               
|                                 |                                                                
|Date:                            | March 14, 2008                                                 

35

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