---

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 October 31, 2007

[ ] 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]

---

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

27,503,894 outstanding common shares issued and outstanding as
at December 12, 2007.

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

2

---

PART I - FINANCIAL INFORMATION

|Item 1. | Financial Statements
|------- | --------------------

It is the opinion of management that the consolidated interim
financial statements for the quarter ended October 31, 2007 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

---

AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST
PASSAGE VENTURES LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED OCTOBER 31, 2007 AND 2006

UNAUDITED

(EXPRESSED IN U.S. DOLLARS)

|CONTENTS                                                                             
|-------------------------------------------------------------------------------------
|Condensed Consolidated Interim Balance Sheet                                         
|Condensed Consolidated Interim Statement of Operations and
      Comprehensive Income
|Condensed Consolidated Interim Statement of Cash Flows                               
|Notes to Condensed Consolidated Interim Financial Statements                         

---

|AMERICAS WIND ENERGY CORPORATION            
|--------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)  
|Condensed Consolidated Interim Balance Sheet
|October 31, 2007                            
|(Expressed in U.S. Dollars)                 
|Unaudited                                   

|ASSETS                                                                      |  
|--------------------------------------------------------------------------- | -
|Current                                                                     |  
|Cash                                                                        | $
|Cash held in trust                                                          |  
|Accounts
      receivable (note 3)                                          |  
|Other receivables                                                           |  
|Costs on
      uncompleted contracts 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 Current Liabilities                                                   |  
|                                                                            |  
|Total Liabilities                                                           |  
|Commitments and Contingencies(note
      10)                                |  
|                                                                            |  
|STOCKHOLDERS'
      EQUITY                                                  |  
|Capital Stock                                                               |  
|Class "A"
      special voting shares, no par value;                        |  
|30,000,000
      shares authorized, 25,000,000 issued and                   |  
|outstanding, however deemed to be cancelled                                 |  
|Common stock, $0.0001 par value
      per share; 100,000,000                |  
|shares authorized; 27,503,894 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.)

- 1 -

---

|AMERICAS WIND ENERGY CORPORATION                                                     
|-------------------------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                                           
|Condensed Consolidated Interim Statement of Operations and
      Comprehensive Income
|For the Three Month Periods Ended October 31, 2007 and 2006
      and the            
|Period from July 29, 2002 (Date of Inception) through to
      October 31, 2007      
|(Expressed in U.S. Dollars)                                                          
|Unaudited                                                                            

|                                               |   |              |   |   |              |   |   | Period from   |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                               |   |              |   |   |              |   |   | July 29,      |  
|                                               |   |              |   |   |              |   |   | 2002 (Date of |  
|                                               |   | Three Months |   |   | Three Months |   |   | Inception)    |  
|                                               |   | Ended        |   |   | Ended        |   |   | through to    |  
|                                               |   | October 31,  |   |   | October 31,  |   |   | October 31,   |  
|                                               |   | 2007         |   |   | 2006         |   |   | 2007          |  
|                                               |   |              |   |   |              |   |   |               |  
|Sales                                          | $ | -            |   | $ | -            |   | $ | 1,591,693     |  
|Cost of Sales                                  |   | -            |   |   | -            |   |   | 1,876,634     |  
|                                               |   |              |   |   |              |   |   |               |  
|Gross Loss                                     |   | -            |   |   | -            |   |   | (284,941      | )
|                                               |   |              |   |   |              |   |   |               |  
|Expenses                                       |   |              |   |   |              |   |   |               |  
|General and
      administrative               |   | 39,561       |   |   | 267,814      |   |   | 1,330,903     |  
|License fee                                    |   | -            |   |   | -            |   |   | 27,711        |  
|Royalty fee                                    |   | -            |   |   | -            |   |   | 25,755        |  
|Foreign exchange loss (gain)                   |   | 7,031        |   |   | 15,431       |   |   | (246,519      | )
|Depreciation                                   |   | 6,230        |   |   | 7,236        |   |   | 55,300        |  
|                                               |   |              |   |   |              |   |   |               |  
|Total Expenses                                 |   | 52,822       |   |   | 290,481      |   |   | 1,193,150     |  
|                                               |   |              |   |   |              |   |   |               |  
|Loss from Operations                           |   | (52,822      | ) |   | (290,481     | ) |   | (1,478,091    | )
|                                               |   |              |   |   |              |   |   |               |  
|Other (Expenses) Income                        |   |              |   |   |              |   |   |               |  
|Gain on sale of investment in Emergya          |   |              |   |   |              |   |   |               |  
|Wind Technologies B.V. Inc.                    |   | -            |   |   | -            |   |   | 1,129,247     |  
|Gain on settlement of debt                     |   | -            |   |   | -            |   |   | 311,205       |  
|Other income                                   |   | 941          |   |   | 9,710        |   |   | 81,842        |  
|Interest expense                               |   | (8,294       | ) |   | (40,113      | ) |   | (528,791      | )
|                                               |   |              |   |   |              |   |   |               |  
|Total Other (Expenses) Income                  |   | (7,353       | ) |   | (30,403      | ) |   | 993,503       |  
|                                               |   |              |   |   |              |   |   |               |  
|Loss Before Income Taxes                       |   | (60,175      | ) |   | (320,884     | ) |   | (484,588      | )
|Provision for income
      taxes (note 9)      |   | -            |   |   | -            |   |   | 56,703        |  
|                                               |   |              |   |   |              |   |   |               |  
|Net Loss                                       |   | (60,175      | ) |   | (320,884     | ) |   | (427,885      | )
|Foreign currency translation
      adjustments |   | 238,295      |   |   | (7,295       | ) |   | 117,127       |  
|                                               |   |              |   |   |              |   |   |               |  
|Comprehensive Income (Loss)                    | $ | 178,120      |   | $ | (328,179     | ) | $ | (310,758      | )
|                                               |   |              |   |   |              |   |   |               |  
|Loss per Share - Basic and Diluted             | $ | 0.001        |   | $ | 0.006        |   |   |               |  
|                                               |   |              |   |   |              |   |   |               |  
|Weighted Average Number of                     |   |              |   |   |              |   |   |               |  
|Shares Outstanding
      During the            |   |              |   |   |              |   |   |               |  
|Periods - Basic and Diluted                    |   | 52,503,894   |   |   | 53,106,652   |   |   |               |  

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

- 2 -

---

|AMERICAS WIND ENERGY CORPORATION                                               
|-------------------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                                     
|Condensed Consolidated Interim Statement of Cash Flows                         
|For the Three Month Periods Ended October 31, 2007 and 2006
      and the      
|Period from July 29, 2002 (date of inception) through to
      October 31, 2007
|(Expressed in U.S. Dollars)                                                    
|Unaudited                                                                      

|                                                      |   |          |   |   |            |   |   | Period from         |  
|----------------------------------------------------- | - | -------- | - | - | ---------- | - | - | ------------------- | -
|                                                      |   |          |   |   |            |   |   | July 29, 2002       |  
|                                                      |   |          |   |   |            |   |   | (Date of Inception) |  
|                                                      |   |          |   |   |            |   |   | through to          |  
|                                                      |   | 2007     |   |   | 2006       |   |   | October 31, 2007    |  
|Cash Flows from Operating Activities                  |   |          |   |   |            |   |   |                     |  
|Net loss                                              | $ | (60,175  | ) | $ | (320,884   | ) | $ | (427,885            | )
|Adjustments for:                                      |   |          |   |   |            |   |   |                     |  
|Depreciation                                          |   | 6,230    |   |   | 7,236      |   |   | 55,300              |  
|Equity of acquired subsidiary                         |   | -        |   |   | 4,262      |   |   | -                   |  
|Gain on sale of
      investment in EWT B.V. Inc.     |   | -        |   |   | -          |   |   | (1,129,247          | )
|Gain on settlement of debt                            |   | -        |   |   | -          |   |   | (311,205            | )
|Cash held in trust                                    |   | (228     | ) |   | (12,436    | ) |   | (3,350              | )
|Accounts receivable                                   |   | 379,349  |   |   | 40,558     |   |   | (136,516            | )
|Other receivables                                     |   | 1,300    |   |   | (6,837     | ) |   | (32,535             | )
|Costs on uncompleted contract in excess of related    |   |          |   |   |            |   |   |                     |  
|billings                                              |   | (218,876 | ) |   | (156,886   | ) |   | (376,804            | )
|Prepaid expenses                                      |   | (12,984  | ) |   | -          |   |   | (12,984             | )
|Accounts
      receivable, non current                |   | (6,055   | ) |   | -          |   |   | (6,055              | )
|Accounts payable                                      |   | 20,450   |   |   | 21,176     |   |   | 166,711             |  
|Accrued
      liabilities                             |   | (3,690   | ) |   | 13,356     |   |   | 118,403             |  
|Billings on uncompleted contract in excess of         |   |          |   |   |            |   |   |                     |  
|related costs                                         |   | (57,186  | ) |   | (291,929   | ) |   | 998,458             |  
|Net Cash Used in Operating
      Activities           |   | 48,135   |   |   | (702,384   | ) |   | (1,097,709          | )
|                                                      |   |          |   |   |            |   |   |                     |  
|Cash Flows from Financing Activities                  |   |          |   |   |            |   |   |                     |  
|Proceeds from issuance of common
      stock          |   | -        |   |   | 2,550,000  |   |   | 2,550,090           |  
|Cash from
      subsidiary acquired                   |   | -        |   |   | -          |   |   | 231                 |  
|Repayments to EWT B.V. Inc.                           |   | -        |   |   | (1,382     | ) |   | (1,731,802          | )
|Decrease in
      advances from Northwest Passage     |   |          |   |   |            |   |   |                     |  
|Ventures
      Ltd.                                   |   | -        |   |   | (1,302,853 | ) |   | -                   |  
|Advances from
      Digital Predictive Systems Inc.   |   | -        |   |   | 52,952     |   |   | 1,713,046           |  
|Repayment to Digital Predictive
      Systems Inc.    |   | -        |   |   | (267,120   | ) |   | (1,713,046          | )
|Due to
      stockholders                             |   | -        |   |   | (4,508     | ) |   | 317,062             |  
|Stock issuance costs                                  |   | -        |   |   | (162,500   | ) |   | (162,500            | )
|Net Cash Provided by Financing
      Activities       |   | -        |   |   | 864,589    |   |   | 973,081             |  
|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   | ) |   | (1,006     | ) |   | (165,430            | )
|Advances to Emergya Wind
      Technologies B.V. Inc. |   | -        |   |   | -          |   |   | (798,257            | )
|Net Cash Used in Investing
      Activities           |   | (4,670   | ) |   | (1,006     | ) |   | 967,792             |  
|Effect of Exchange Rate Change on Cash                |   | 1,115    |   |   | (27,948    | ) |   | (124,028            | )
|Change in Cash                                        |   | 44,580   |   |   | 133,251    |   |   | 719,136             |  
|Cash - Beginning of Period                            |   | 674,556  |   |   | 126,814    |   |   | -                   |  
|Cash - End of Period                                  | $ | 719,136  |   | $ | 260,065    |   | $ | 719,136             |  

Supplemental disclosures of cash flow information: See note
11

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

- 3 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                   

- 4 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(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 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 October 31, 2007, the Company had a negative working
capital of $403,109 and an accumulated deficit during the development stage of
$427,885.

- 5 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Operations, Development Stage Activities,
      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. 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 financial statements could be material.

The accompanying consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the inability of the Company
to continue as a going concern.

|2. | Summary of Significant Accounting
      Policies
|-- | ------------------------------------------------

| | a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The accompanying unaudited financial statements of the
      Company have been prepared in accordance with accounting principles
      generally accepted in the United States of America for financial
      information and the requirements of item 310 (b) of Regulation S B.
      Accordingly, certain information and disclosures normally included in
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been condensed or
      omitted pursuant to the rules and regulations of the Securities and
      Exchange Commission ("SEC"). The unaudited financial statements should be
      read in conjunction with the Company's annual financial statements, notes
      and accounting policies included in the Company's annual report for the
      year ended July 31, 2007 as filed with the SEC on Form 10-KSB dated
      October 18, 2007. The financial statements reflect all adjustments
      (consisting only of normal recurring adjustments), which, in the opinion
      of management, are necessary for a fair presentation of the results for
      the periods presented. There have been no significant changes in the
      company's accounting policies since July 31, 2007. The results from
      operations for the period are not necessarily indicative of the results
      expected for the full fiscal year or any future
period.

- 6 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

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

- 7 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|3. | Accounts Receivable
|-- | -------------------

| |                                |   | 2007    |  
| | ------------------------------ | - | ------- | -
| | Accounts receivable - trade    | $ | 89,646  |  
| | Accounts receivable - holdback |   | 52,925  |  
| |                                |   | 142,571 |  
| | Less: non-current portion      |   | (52,925 | )
| | Current portion                | $ | 89,646  |  

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.

|4. | Costs and Billings on Uncompleted
      Contracts
|-- | -------------------------------------------------

| |                                         |   | 2007       |  
| | --------------------------------------- | - | ---------- | -
| | Costs incurred on uncompleted contracts | $ | 2,557,430  |  
| | Billings to date                        |   | (3,179,084 | )
| |                                         | $ | (621,654   | )

Billings on uncompleted contracts in
excess of costs are presented in the consolidated balance sheet under the
following captions:

| |                                                                    |   | 2007     |  
| | ------------------------------------------------------------------ | - | -------- | -
| | Costs on uncompleted contracts in excess of
      related billings | $ | 376,804  |  
| | Billings on uncompleted contracts in excess of related
      costs |   | (998,458 | )
| |                                                                    | $ | (621,654 | )

- 8 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|5. | Equipment, Net
|-- | --------------

| | Equipment comprises the following: |   |         |  |   |              |  
| | ---------------------------------- | - | ------- |  | - | ------------ | -
| |                                    |   |         |  |   |              |  
| |                                    |   |         |  |   | 2007         |  
| |                                    |   |         |  |   | Accumulated  |  
| |                                    |   | Cost    |  |   | Depreciation |  
| |                                    |   |         |  |   |              |  
| |                                    |   |         |  |   |              |  
| | Computer equipment                 | $ | 16,287  |  | $ | (11,693      | )
| | Computer software                  |   | 5,580   |  |   | (4,917       | )
| | Manufacturing equipment            |   | 169,012 |  |   | (49,928      | )
| |                                    |   |         |  |   |              |  
| |                                    |   |         |  |   |              |  
| | Total                              | $ | 190,879 |  | $ | (66,538      | )
| |                                    |   |         |  |   |              |  
| |                                    |   |         |  |   |              |  
| | Net carrying amount                |   |         |  | $ | 124,341      |  

|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 $2,306,937 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, $358,023 (inclusive of
      accrued interest) bears interest at 10% per annum.                                                                                                                                                                                                

- 9 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|8. | Related Party Transactions and Balances
|-- | ---------------------------------------

The Company owed or paid the following
amounts to related parties:

| |                 |   | **2007** | 
| | --------------- | - | -------- | 
| | Consulting Fees |   |          | 
| | Stockholders    | $ | 19,616   | 

The outstanding balances from the
above-mentioned transactions are as follows:

| | Accounts payable | $ | 6,556 | 
| | ---------------- | - | ----- | 

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

|9. | Income Taxes
|-- | ------------

The Company's current income taxes are
as follows:

| |                                                       |   | 2007    |  
| | ----------------------------------------------------- | - | ------- | -
| |                                                       |   |         |  
| | Expected income tax (recovery) at the
      statutory |   |         |  
| | rate of 35% (2006 -
      35%)                        | $ | (16,754 | )
| | Valuation allowance                                   |   | 16,754  |  
| |                                                       |   |         |  
| | Benefit from income taxes                             | $ | -       |  

The components of deferred tax assets
(liability) are as follows:

| |                                  |   | 2007     |  
| | -------------------------------- | - | -------- | -
| |                                  |   |          |  
| | Net operating loss carryforwards | $ | 364,913  |  
| | Accounts receivable - holdback   |   | (18,524  | )
| | Accrued warranty                 |   | 6,743    |  
| | Valuation allowance              |   | (353,132 | )
| |                                  |   |          |  
| | Net                              | $ | -        |  

- 10 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|9. | Income Taxes(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 October 31, 2007, the Company had $978,635 of
      Federal, provincial and state net operating loss carryforwards (including
      losses of $238,206 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
    
    357,090$
    978,635


|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 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(FORMERLY NORTHWEST PASSAGE VENTURES LTD.)                        
|Notes to Condensed Consolidated Interim Financial
      Statements
|October 31, 2007                                                  
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|11. | Cash Flow Supplemental Information
|--- | ----------------------------------

Non-cash financing and investing
activities are as follows:

| |                                        |   |      |  |   |      |  |   | Cumulative from  |  
| | -------------------------------------- | - | ---- |  | - | ---- |  | - | ---------------- | -
| |                                        |   |      |  |   |      |  |   | Inception        |  
| |                                        |   |      |  |   |      |  |   | (July 29, 2002)  |  
| |                                        |   |      |  |   |      |  |   | Through to       |  
| |                                        |   | 2007 |  |   | 2006 |  |   | October 31, 2007 |  
| |                                        |   |      |  |   |      |  |   |                  |  
| | Investment in EWT                      | $ | -    |  | $ | -    |  | $ | 804,309          |  
| | Advances to EWT                        | $ | -    |  | $ | -    |  | $ | (804,309         | )
| | Purchase of intangible asset           | $ | -    |  | $ | -    |  | $ | 1,940,573        |  
| | Due to EWT                             | $ | -    |  | $ | -    |  | $ | (1,940,573       | )
| | Acquisition of subsidiary, net of cash |   |      |  |   |      |  |   |                  |  
| | acquired, through share exchange       | $ | -    |  | $ | -    |  | $ | 4,031            |  
| | Issuance of compensation options as    |   |      |  |   |      |  |   |                  |  
| | commission for the private placement   | $ | -    |  | $ | -    |  | $ | 40,275           |  

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

| |              |   |      |  |   |      |  |   | Cumulative from  | 
| | ------------ | - | ---- |  | - | ---- |  | - | ---------------- | 
| |              |   |      |  |   |      |  |   | Inception        | 
| |              |   |      |  |   |      |  |   | (July 29, 2002)  | 
| |              |   |      |  |   |      |  |   | Through to       | 
| |              |   | 2007 |  |   | 2006 |  |   | October 31, 2007 | 
| |              |   |      |  |   |      |  |   |                  | 
| | Income taxes | $ | -    |  | $ | -    |  | $ | -                | 
| |              |   |      |  |   |      |  |   |                  | 
| |              |   |      |  |   |      |  |   |                  | 
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039          | 

|12. | Comparative Figures
|--- | -------------------

Certain figures for the prior year have
been reclassified to conform with the current period's consolidated financial
statement presentation.

- 12 -

---

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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. Forward-looking statements deal with our current plans,
intentions, beliefs and expectations and are statements of future economic
performance. 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, unless otherwise indicated and our
wholly owned subsidiaries, 6544797 Canada Ltd., a Canadian corporation, and
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

4

---

common stock with a par value of $0.0001 and 30,000,000 Class A
Special Voting Stock without par value.

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

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. We plan to
distribute our products and licenses to small wind farms, developers of small
wind farms, wind power co-ops, industrial users and governmental organizations.

On August 11, 2006, we completed a share exchange agreement
with Americas Wind Energy Inc. As a result of the share exchange agreement, we
abandoned our previous marine adventure tours business and commenced the
business of manufacturing, marketing and licensing wind turbines. Because we are
the successor business to Americas Wind Energy Inc. and because the operations
and assets of Americas Wind Energy Inc. represents our entire business and
operations from the closing date of the share exchange agreement, our
management's discussion and analysis and plan of operations are based on
Americas Wind Energy Inc.'s financial results for the relevant periods.

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 October 31, 2007, we had $719,136 in cash and a working
capital deficiency of $403,109, compared to $260,065 in cash and a working
capital deficiency of $1,810,309 at October 31, 2006.

At October 31, 2007, our total current assets were $3,724,360
compared to total current assets of $436,829 at October 31, 2006.

At October 31, 2007, our total current liabilities were
$1,643,266 compared to total current liabilities of $2,247,138 at October 31,
2006.

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:

5

---

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.

As of the closing date of the share exchange agreement on
August 11, 2006, our company commenced the business of distributing wind power
turbines to wind farm developers throughout North America. Our business strategy
is to generate revenues through the sale of medium sized wind turbines.

Results of Operations for the three months ended October 31,
2007 and October 31, 2006

Revenues

During the three months ended October 31, 2007 and October 31,
2006, we did not generate any revenue.

General and Administrative and Depreciation Expenses

During the three months ended October 31, 2007, we incurred
general and administrative expenses and depreciation expenses of $45,791,
compared to general and administrative expenses and depreciation expenses of
$275,050 for the three months ended October 31, 2006. The decrease in these
expenses was primarily attributable to additional consulting and professional
fees required in 2006.

Interest Expenses

During the three months ended October 31, 2007, we incurred
interest expenses of $8,294, compared to interest expenses of $40,113 for the
three months ended October 31, 2006.

Net Income/Loss

Our net loss for the three months ended October 31, 2007 was
$60,175, compared to net loss of $320,884 for the three months ended October 31,
2006.

Purchase of Significant Equipment

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

6

---

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 December 14, 2007, 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 October 31, 2007, we had a working capital deficiency of
$403,109 and an accumulated deficit during the development stage of
$427,885.

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

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 December 2007, the Financial Accounting Standards Board
("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

7

---

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

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements" ("SFAS 160"). SFAS 160 amends
Accounting Research Bulletin 51, "Consolidated Financial Statements", to
establish 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 141(R) could have on
its financial statements.

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 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
Americas Wind Energy Corporation, and 6544797 Canada Ltd. and its wholly owned
subsidiary, Americas Wind Energy Inc. All significant intercompany balances and
transactions are eliminated on consolidation.

8

---

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 balance
| | ----------------------- | ---- | -----------------
| | Computer software       | 100% | Declining balance
| | Manufacturing 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 the 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 at least annually for impairment. If the
carrying amount of this intangible asset exceeds the fair value, an impairment
loss would be recorded in an amount equal to that excess. Additionally, each
reporting period, we assess whether events or circumstances have occurred which
indicate that the indefinite life criteria are no longer met. If the indefinite
life criteria are no longer met, we will amortize the intangible asset over its
remaining useful life.

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.

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 October 31, 2007.

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

9

---

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 October 31, 2007 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.

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

10

---

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
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.

11

---

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 October 31, 2007, we have incurred
aggregate net losses of $1,478,091 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.

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.

12

---

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 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

13

---

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.

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.

14

---

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.

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

15

---

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 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
|----------- | -----------------------

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Securities
Exchange Act of 1934 reports is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is

16

---

accumulated and communicated to our management, including our
president and chief executive officer, as appropriate, to allow timely decisions
regarding required disclosure.

Our management carried out an evaluation, under the supervision
and with the participation of our president and chief executive officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e). Based upon the foregoing,
our president and chief executive officer concluded that our disclosure controls
and procedures are effective in connection with the filing of this quarterly
report on Form 10-QSB for the quarter ended October 31, 2007.

There were no changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any significant deficiencies or material weaknesses
of internal controls that would require corrective action.

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.
|------- | ------------------------------------------------------------------

None.

|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 | Description                                                                                                                                                                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                     
|(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)

17

---

|(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                                
|      |                                                                                                                                                                                                                               
|(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

18

---

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: December 17, 2007

19

---