---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2008

or

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

For the transition period from _______________ to
_______________

Commission File Number 000-50861

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] YES   
[   ] NO

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

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


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

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

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a
court.[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
31,319,279 common shares issued and outstanding as of January 16, 2009

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

F-2

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AMERICAS WIND ENERGY CORPORATION

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED OCTOBER 31, 2008 AND 2007

UNAUDITED

(EXPRESSED IN U.S. DOLLARS)







CONTENTS

|Condensed
      Consolidated Interim Balance Sheets                                                 | F-1             
|--------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                    |                 
|Condensed
      Consolidated Interim Statements of Operations and Comprehensive Income
      (Loss) | **F-2**         
|                                                                                                    |                 
|Condensed
      Consolidated Interim Statements of Cash Flows                                       | F-3             
|                                                                                                    |                 
|Notes
      to Condensed Consolidated Interim Financial Statements                                  | F-4
       F-13

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AMERICAS WIND ENERGY CORPORATIONCondensed
Consolidated Interim Balance Sheets October 31, 2008 and July 31, 2008
(Expressed in U.S. Dollars)

|                                                                            |   | October 31, |   |   | July 31,   |  
|--------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                            |   | 2008        |   |   | 2008       |  
|                                                                            |   | (Unaudited) |   |   | (Audited)  |  
|                                                                            |   |             |   |   |            |  
|ASSETS                                                                      |  
|Current Assets                                                              |   |             |   |   |            |  
|Cash                                                                        | $ | 14,148      |   | $ | 89,186     |  
|Accounts receivable - trade
      (note 4)                                  |   | 69,961      |   |   | 102,639    |  
|Other
      receivables                                                     |   | 11,099      |   |   | 14,084     |  
|Costs on uncompleted contracts
      in excess of related billings          |   |             |   |   |            |  
|(note 5)                                                                    |   | 882,261     |   |   | 1,407,313  |  
|Prepaid expenses                                                            |   | 27,810      |   |   | 52,707     |  
|Total Current Assets                                                        |   | 1,005,279   |   |   | 1,665,929  |  
|Equipment, Net(note 6)                                                      |   | 6,014       |   |   | 7,601      |  
|Accounts Receivable - Trade, Noncurrent(note 4)                             |   | 41,510      |   |   | 48,830     |  
|Intangible Asset,Net(note 7)                                                |   | 1,718,903   |   |   | 2,043,303  |  
|Total Assets                                                                | $ | 2,771,706   |   | $ | 3,765,663  |  
|LIABILITIES                                                                 |  
|Current Liabilities                                                         |   |             |   |   |            |  
|Accounts payable                                                            | $ | 505,450     |   | $ | 639,174    |  
|Accrued
      liabilities                                                   |   | 125,340     |   |   | 183,333    |  
|Billings on uncompleted
      contracts in excess of related costs (note 5) |   | 940,730     |   |   | 940,730    |  
|Due to
      stockholders (note 8)                                          |   | 462,098     |   |   | 493,903    |  
|Convertible loan payable (note
      9)                                     |   | 337,422     |   |   | 312,506    |  
|Provision for
      contract losses (note 10)                               |   | 743,964     |   |   | 1,256,717  |  
|Total Current Liabilities                                                   |   | 3,115,004   |   |   | 3,826,363  |  
|Total Liabilities                                                           |   | 3,115,004   |   |   | 3,826,363  |  
|                                                                            |   |             |   |   |            |  
|Commitments and Contingencies(note
      13)                                |   |             |   |   |            |  
|                                                                            |   |             |   |   |            |  
|STOCKHOLDERS'
      DEFICIT                                                 |  
|Capital Stock                                                               |   |             |   |   |            |  
|Class "A"
      special voting shares, no par value;                        |   |             |   |   |            |  
|30,000,000
      shares authorized, 21,184,615 shares                       |   |             |   |   |            |  
|issued and outstanding, however deemed to be                                |   |             |   |   |            |  
|cancelled                                                                   |   | -           |   |   | -          |  
|Common stock,
      $0.0001 par value per share;                            |   |             |   |   |            |  
|100,000,000
      shares authorized; 31,319,279 shares                      |   |             |   |   |            |  
|issued and outstanding; 21,184,615 shares deemed                            |   |             |   |   |            |  
|issued and
      outstanding                                                |   | 5,250       |   |   | 5,250      |  
|Additional Paid-In Capital                                                  |   | 2,461,602   |   |   | 2,461,602  |  
|Accumulated Other Comprehensive Loss                                        |   | 305,595     |   |   | (104,355   | )
|Accumulated Deficit During the
      Development Stage                      |   | (3,115,745  | ) |   | (2,423,197 | )
|Total Stockholders' Deficit                                                 |   | (343,298    | ) |   | (60,700    | )
|Total Liabilities and Stockholders'
      Deficit                           | $ | 2,771,706   |   | $ | 3,765,663  |  

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

- F-1 -

---

AMERICAS WIND ENERGY CORPORATIONCondensed
Consolidated Interim Statements of Operations and Comprehensive Income (Loss)
For the Three-Month Periods Ended October 31, 2008 and 2007 and
Cumulative from Inception (July 29, 2002) through October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|                                               |   |              |   |   |              |   |   | Cumulative     |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                               |   |              |   |   |              |   |   | from Inception |  
|                                               |   |              |   |   |              |   |   | (July 29,      |  
|                                               |   | Three Months |   |   | Three Months |   |   | 2002           | )
|                                               |   | Ended        |   |   | Ended        |   |   | through        |  
|                                               |   | October 31,  |   |   | October 31,  |   |   | October 31,    |  
|                                               |   | 2008         |   |   | 2007         |   |   | 2008           |  
|                                               |   |              |   |   |              |   |   |                |  
|Sales                                          | $ | -            |   | $ | -            |   | $ | 1,591,693      |  
|Cost of Sales                                  |   | -            |   |   | -            |   |   | 3,154,198      |  
|                                               |   |              |   |   |              |   |   |                |  
|Gross Loss                                     |   | -            |   |   | -            |   |   | (1,562,505     | )
|                                               |   |              |   |   |              |   |   |                |  
|Expenses                                       |   |              |   |   |              |   |   |                |  
|General and
      administrative               |   | 104,110      |   |   | 39,561       |   |   | 2,263,619      |  
|License fee                                    |   | -            |   |   | -            |   |   | 27,711         |  
|Royalty fee                                    |   | -            |   |   | -            |   |   | 25,755         |  
|Foreign exchange loss                          |   | 520,856      |   |   | 7,031        |   |   | 177,509        |  
|Depreciation and
      amortization            |   | 20,302       |   |   | 6,230        |   |   | 174,524        |  
|                                               |   |              |   |   |              |   |   |                |  
|Total Expenses                                 |   | 645,268      |   |   | 52,822       |   |   | 2,669,118      |  
|                                               |   |              |   |   |              |   |   |                |  
|Loss from Operations                           |   | (645,268     | ) |   | (52,822      | ) |   | (4,231,623     | )
|                                               |   |              |   |   |              |   |   |                |  
|Other Income (Expenses)                        |   |              |   |   |              |   |   |                |  
|Gain on sale of investment in Emergya          |   |              |   |   |              |   |   |                |  
|Wind Technologies B.V. Inc.                    |   | -            |   |   | -            |   |   | 1,129,247      |  
|Gain on settlement of debt                     |   | -            |   |   | -            |   |   | 311,205        |  
|Gain on sale of
      equipment                |   | -            |   |   | -            |   |   | 199,156        |  
|Other income                                   |   | -            |   |   | 941          |   |   | 81,951         |  
|Interest expense and
      financing           |   |              |   |   |              |   |   |                |  
|costs                                          |   | (47,280      | ) |   | (8,294       | ) |   | (662,384       | )
|                                               |   |              |   |   |              |   |   |                |  
|Total Other Income (Expenses)                  |   | (47,280      | ) |   | (7,353       | ) |   | 1,059,175      |  
|                                               |   |              |   |   |              |   |   |                |  
|Loss Before Income Taxes                       |   | (692,548     | ) |   | (60,175      | ) |   | (3,172,448     | )
|Benefit from income
      taxes (note 12)      |   | -            |   |   | -            |   |   | 56,703         |  
|                                               |   |              |   |   |              |   |   |                |  
|Net Loss                                       |   | (692,548     | ) |   | (60,175      | ) |   | (3,115,745     | )
|Foreign currency translation
      adjustments |   | 409,950      |   |   | 238,295      |   |   | 305,595        |  
|                                               |   |              |   |   |              |   |   |                |  
|Comprehensive Income (Loss)                    | $ | (282,598     | ) | $ | 178,120      |   | $ | (2,810,150     | )
|                                               |   |              |   |   |              |   |   |                |  
|Loss per Share - Basic and Diluted             | $ | 0.013        |   | $ | 0.001        |   |   |                |  
|                                               |   |              |   |   |              |   |   |                |  
|Weighted Average Number of                     |   |              |   |   |              |   |   |                |  
|Shares Outstanding
      During the            |   |              |   |   |              |   |   |                |  
|Periods - Basic and Diluted                    |   | 52,503,894   |   |   | 52,503,894   |   |   |                |  

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

- F-2 -

---

AMERICAS WIND ENERGY CORPORATIONCondensed
Consolidated Interim Statements of Cash Flows For the Three-Month Periods
Ended October 31, 2008 and 2007 and Cumulative from Inception (July 29,
2002) through October 31, 2008 (Expressed in U.S. Dollars) Unaudited

|                                                            |   |          |   |   |          |   |   | Cumulative       |  
|----------------------------------------------------------- | - | -------- | - | - | -------- | - | - | ---------------- | -
|                                                            |   |          |   |   |          |   |   | from Inception   |  
|                                                            |   |          |   |   |          |   |   | (July 29, 2002)  |  
|                                                            |   |          |   |   |          |   |   | through          |  
|                                                            |   | 2008     |   |   | 2007     |   |   | October 31, 2008 |  
|Cash Flows from Operating
      Activities                  |   |          |   |   |          |   |   |                  |  
|Net loss                                                    | $ | (692,548 | ) | $ | (60,175  | ) | $ | (3,115,745       | )
|Adjustments for:                                            |   |          |   |   |          |   |   |                  |  
|Accretion on convertible loan payable                       |   | 20,761   |   |   | -        |   |   | 48,670           |  
|Interest on convertible loan payable                        |   | 6,520    |   |   | -        |   |   | 16,739           |  
|Depreciation and amortization                               |   | 20,302   |   |   | 6,230    |   |   | 174,524          |  
|Provision for contract losses                               |   | (355,149 | ) |   | -        |   |   | 922,415          |  
|Gain
      on sale of investment in EWT B.V. Inc.           |   | -        |   |   | -        |   |   | (1,129,247       | )
|Gain on settlement of debt                                  |   | -        |   |   | -        |   |   | (311,205         | )
|Gain
      on sale of equipment                             |   | -        |   |   | -        |   |   | (199,156         | )
|Changes in non-cash working capital, net of effects         |   |          |   |   |          |   |   |                  |  
|from acquisition:                                           |   |          |   |   |          |   |   |                  |  
|Accounts receivable                                         |   | 39,998   |   |   | 373,294  |   |   | (111,471         | )
|Other receivables                                           |   | 2,985    |   |   | 1,072    |   |   | (5,397           | )
|Costs on uncompleted                                        |   |          |   |   |          |   |   |                  |  
|contract in excess of related billings                      |   | 525,052  |   |   | (218,876 | ) |   | (882,261         | )
|Prepaid expenses                                            |   | 24,897   |   |   | (12,984  | ) |   | (27,810          | )
|Accounts payable                                            |   | (133,724 | ) |   | 20,450   |   |   | 503,779          |  
|Accrued liabilities                                         |   | (57,993  | ) |   | (3,690   | ) |   | 125,340          |  
|Billings on uncompleted contract in excess of related costs |   | -        |   |   | (57,186  | ) |   | 940,730          |  
|                                                            |   |          |   |   |          |   |   |                  |  
|Net Cash (Used in)/Provided by Operating
      Activities   |   | (598,899 | ) |   | 48,135   |   |   | (3,050,095       | )
|                                                            |   |          |   |   |          |   |   |                  |  
|Cash Flows from Financing Activities                        |   |          |   |   |          |   |   |                  |  
|Proceeds from issuance of common stock                      |   | -        |   |   | -        |   |   | 2,550,090        |  
|Proceeds from
      convertible loan payable                |   | -        |   |   | -        |   |   | 275,000          |  
|Proceeds from issuance of warrants                          |   | -        |   |   | -        |   |   | 75,000           |  
|Cash of subsidiary
      acquired                           |   | -        |   |   | -        |   |   | 231              |  
|Increase in advances from investors                         |   | -        |   |   | -        |   |   | 1,321,677        |  
|Decrease in
      advances from investors                   |   | -        |   |   | -        |   |   | (1,321,677       | )
|Advances from Digital Predictive Systems Inc.               |   | -        |   |   | -        |   |   | 1,713,046        |  
|Repayment to
      Digital Predictive Systems Inc.          |   | -        |   |   | -        |   |   | (1,713,046       | )
|Due to stockholders                                         |   | (31,805  | ) |   | -        |   |   | 462,098          |  
|Stock issuance
      costs                                  |   | -        |   |   | -        |   |   | (162,500         | )
|                                                            |   |          |   |   |          |   |   |                  |  
|Net Cash (Used in)/Provided by Financing
      Activities   |   | (31,805  | ) |   | -        |   |   | 3,199,919        |  
|                                                            |   |          |   |   |          |   |   |                  |  
|Cash Flows from Investing Activities                        |   |          |   |   |          |   |   |                  |  
|Proceeds from sale of investment in Emergya Wind            |   |          |   |   |          |   |   |                  |  
|Technologies B.V. Inc.                                      |   | -        |   |   | -        |   |   | 1,931,479        |  
|Proceeds from sale of equipment                             |   | -        |   |   | -        |   |   | 295,755          |  
|Acquisition of
      equipment                              |   | -        |   |   | (4,670   | ) |   | (165,322         | )
|Advances to Emergya Wind Technologies B.V. Inc.             |   | -        |   |   | -        |   |   | (798,257         | )
|Acquisition of
      intangible                             |   | -        |   |   | -        |   |   | (1,731,802       | )
|                                                            |   |          |   |   |          |   |   |                  |  
|Net Cash Used in Investing Activities                       |   | -        |   |   | (4,670   | ) |   | (468,147         | )
|                                                            |   |          |   |   |          |   |   |                  |  
|Effect of Exchange Rate Change on Cash                      |   | 555,666  |   |   | 1,115    |   |   | 332,471          |  
|                                                            |   |          |   |   |          |   |   |                  |  
|Change in Cash                                              |   | (75,038  | ) |   | 44,580   |   |   | 14,148           |  
|Cash - Beginning of
      Period                            |   | 89,186   |   |   | 674,556  |   |   | -                |  
|                                                            |   |          |   |   |          |   |   |                  |  
|Cash - End of Period                                        | $ | 14,148   |   | $ | 719,136  |   | $ | 14,148           |  

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

- F-3 -

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**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Americas Wind Energy Corporation (the "Company") was
      incorporated under the laws of the State of Nevada on August 22, 2003. The
      Company was acquired in a reverse merger transaction on August 11, 2006.
      The Company changed its ordinary course of business from that of
      establishing a marine adventure tourism business to that of manufacturing
      and distributing wind power turbines to wind farm developers throughout
      the Americas through its operating subsidiary incorporated in Canada,
      Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the
      wind turbines business since July 29, 2002.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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.                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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, 2008, the Company had a negative
      working capital of $2,109,725 and an accumulated deficit during the
      development stage of $3,115,745.                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 condensed consolidated interim financial
      statements do not include any adjustments to reflect the possible future
      effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the inability of
      the Company to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                      

- F-4 -

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**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|2. | Summary of Significant Accounting
  Policies
|-- | --------------------------------------------
|   |                                             
|   | a)                                          
|   |                                             
|   |                                             
|   |                                             
|   | b)                                          
|   |                                             
|   |                                             
|   |                                             
|   | c)                                          
|   |                                             
|   |                                             

- F-5 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

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

- F-6 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|2. | Summary of Significant Accounting Policies(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Effective August 1, 2007, the Company adopted SFAS 157,
      except as it applies to the nonfinancial assets and nonfinancial
      liabilities subject to FSP SFAS 157-2. SFAS 157 clarifies that fair value
      is an exit price, representing the amount that would be received to sell
      an asset or paid to transfer a liability in an orderly transaction between
      market participants. As such, fair value is a market-based measurement
      that should be determined based on assumptions that market participants
      would use in pricing an asset or a liability. As a basis for considering
      such assumptions, SFAS 157 establishes a three-tier value hierarchy, which
      prioritizes the inputs used in the valuation methodologies in measuring
      fair value:

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

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

- F-7 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|4. | Accounts Receivable
|-- | -------------------

| |                                |   | 2008    |  
| | ------------------------------ | - | ------- | -
| |                                |   |         |  
| | Accounts receivable - trade    | $ | 69,961  |  
| | Accounts receivable - holdback |   | 41,510  |  
| |                                |   |         |  
| |                                |   | 111,471 |  
| | Less: non-current portion      |   | (41,510 | )
| |                                |   |         |  
| | Current portion                | $ | 69,961  |  

|   | 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.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                  
|5. | Costs and Billings on Uncompleted
  Contracts                                                                                                                                                                                                    

| |                                         |   | 2008       |  
| | --------------------------------------- | - | ---------- | -
| |                                         |   |            |  
| | Costs incurred on uncompleted contracts | $ | 3,909,955  |  
| | Billings to date                        |   | (3,968,424 | )
| |                                         |   |            |  
| |                                         | $ | (58,469    | )

Such amounts are presented in the
consolidated balance sheet under the following captions:

| |                                                                    |   | 2008     |  
| | ------------------------------------------------------------------ | - | -------- | -
| |                                                                    |   |          |  
| | Costs on uncompleted contracts in excess of
      related billings | $ | 882,261  |  
| | Billings on uncompleted contracts in excess of related
      costs |   | (940,730 | )
| |                                                                    | $ | (58,469  | )

- F-8 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|6. | Equipment, Net                    
|-- | ----------------------------------
|   |                                   
|   | Equipment comprises the
following:

| |                         |   |        |  |   | 2008         |  
| | ----------------------- | - | ------ |  | - | ------------ | -
| |                         |   |        |  |   | Accumulated  |  
| |                         |   | Cost   |  |   | Depreciation |  
| | Computer equipment      | $ | 12,774 |  | $ | (10,137      | )
| | Computer software       |   | 4,376  |  |   | (4,211       | )
| | Manufacturing equipment |   | 3,878  |  |   | (666         | )
| | Total                   | $ | 21,028 |  | $ | (15,014      | )
| | Net carrying amount     |   |        |  | $ | 6,014        |  

|   | Depreciation expense charged to operations amounted to
      $491 for the three months ended October 31, 2008.
|-- | --------------------------------------------------------------------------------------------------------------
|   |                                                                                                               
|7. | Intangible Asset, Net                                                                                         

| |                        |   |           |   |   | 2008         |  
| | ---------------------- | - | --------- | - | - | ------------ | -
| |                        |   |           |   |   | Accumulated  |  
| |                        |   | Cost      |   |   | Amortization |  
| |                        |   |           |   |   |              |  
| | License right          | $ | 2,179,440 |   | $ | (108,972     | )
| | Translation adjustment |   | (370,068  | ) |   | 18,503       |  
| |                        |   |           |   |   |              |  
| |                        | $ | 1,809,372 |   | $ | (90,469      | )
| |                        |   |           |   |   |              |  
| | Net carrying amount    |   |           |   | $ | 1,718,903    |  

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

Amortization expense charged to
operations amounted to $19,811 for the three months ended October 31, 2008.

- F-9 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|8.  | Due to Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The amounts due to stockholders are unsecured and have no
      fixed terms of repayment. All amounts bear interest of 10% per
    annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.  | Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On March 6, 2008, the Company received $350,000 pursuant
      to a convertible loan agreement. The convertible loan bears interest at 2%
      above the Bank of Canada's prime rate per annum (as of October 31, 2008,
      the Bank of Canada's rate was 4%), payable quarterly, is unsecured, and
      matures March 6, 2009. If the loan is not repaid in full on the date of
      maturity, the holder may convert the outstanding balance into common
      shares of the Company at $0.32 per share.                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | At the date of issuance, the conversion feature of the
      convertible loan was in-the-money. The intrinsic value of this
      beneficial conversion feature was $278,560. In accordance with EITF 98-5,
      Accounting for Convertible Securities with Beneficial Conversion
      Features or Contingently Adjustable Conversion Ratios,and EITF
      00-27, Application of Issue No. 98-5 to Certain Convertible
      Instruments,this amount was measured but was not recognized as of
      October 31, 2008. This amount will be recorded as additional paid-in
      capital only when the contingency is resolved.                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | In addition, the Company has issued warrants to purchase
      546,875 common shares of the Company at an exercise price of $0.35. In
      accordance with APB Opinion No. 14, Accounting for Convertible Debt
      and Debt Issued with Stock Purchase Warrants,$275,000 of the cash
      consideration received by the Company has been allocated to the
      convertible loan and $75,000 has been allocated to the warrants based on
      their relative fair values at the date of issuance of convertible loan.
      The convertible loan is being accreted to its face value through a
      periodic charge to interest expense using the effective interest method.
      Accretion included in the interest and financing costs for the three
      months ended October 31, 2008 amounted to $20,761.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10. | Provision for Contract Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Based on its review of the expected profitability on our
      contracts, management's best estimate of contract losses from uncompleted
      contracts amounted to $743,964 as of October 31, 2008 (October 31, 2007 -
      $nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- F-10 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|11. | Related Party Transactions                                            
|--- | ----------------------------------------------------------------------
|    |                                                                       
|    | The Company incurred the following amounts with related
      parties:

| |    |                  |   | 2008   | 
| | -- | ---------------- | - | ------ | 
| | a) | Consulting fees  |   |        | 
| |    | Stockholders     | $ | 49,541 | 
| |    |                  |   |        | 
| | b) | Interest expense |   |        | 
| |    | Stockholders     | $ | 12,157 | 

|    | These transactions were in the normal course of business
      and recorded at an exchange value established and agreed upon by the
      related parties.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                           
|12. | Income Taxes                                                                                                                                              
|    |                                                                                                                                                           
|    | The Company's current income taxes are as
  follows:                                                                                                      

| |                                                          |   | 2008     |  
| | -------------------------------------------------------- | - | -------- | -
| |                                                          |   |          |  
| | Expected income tax recovery at the
      statutory rate |   |          |  
| | of 34.6%                                                 | $ | 362,426  |  
| | Other permanent differences                              |   | (758     | )
| | Translation adjustment                                   |   | (58,498  | )
| | Change in valuation allowance                            |   | (303,170 | )
| |                                                          |   |          |  
| | Benefit from income taxes                                | $ | -        |  

- F-11 -

---

**AMERICAS WIND ENERGY CORPORATION**Notes to
Condensed Consolidated Interim Financial Statements October 31, 2008
(Expressed in U.S. Dollars) Unaudited

|12. | Income Taxes(cont'd)                                                   
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | The components of deferred tax assets (liability) are as
      follows:

| |                                  |   | 2008       |  
| | -------------------------------- | - | ---------- | -
| |                                  |   |            |  
| | Net operating loss carryforwards | $ | 1,082,336  |  
| | Provision for contract losses    |   | 257,337    |  
| | Intangible asset                 |   | 31,293     |  
| | Accrued warranty                 |   | 5,226      |  
| | Other deferred tax assets        |   | 4,137      |  
| | Accounts receivable - holdback   |   | (14,358    | )
| | Valuation allowance              |   | (1,365,971 | )
| |                                  |   |            |  
| | Net                              | $ | -          |  

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

As of October 31, 2008, the Company had
$3,125,406 of Federal, provincial and state net operating loss carryforwards
(including losses of $306,787 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
    
    451,0862028
    
    678,2082029
    
    1,374,567$
    3,125,406


- F-12 -

---

AMERICAS WIND ENERGY CORPORATIONNotes to Condensed
Consolidated Interim Financial Statements October 31, 2008 (Expressed in
U.S. Dollars) Unaudited

|13. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                           
|    | On May 13, 2008, the Company entered into a letter of
      intent with Emergya Wind Technologies Holdings B.V. ("EWT Holdings") for
      EWT Holdings to acquire all of the Company's outstanding shares for cash.
      As of October 31, 2008, the letter of intent had expired. The parties to
      the letter of intent are currently working on a more suitable
      arrangement.
|    |                                                                                                                                                                                                                                                                                                                                                                                           
|    | 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.                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                           
|14. | Cash Flow Supplemental Information                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                           
|    | Non-cash financing and investing activities are as
      follows:                                                                                                                                                                                                                                                                                                                         

| |                                            |   |      |  |   |      |  |   | Cumulative from | 
| | ------------------------------------------ | - | ---- |  | - | ---- |  | - | --------------- | 
| |                                            |   |      |  |   |      |  |   | Inception       | 
| |                                            |   |      |  |   |      |  |   | (July 29, 2002) | 
| |                                            |   |      |  |   |      |  |   | through         | 
| |                                            |   |      |  |   |      |  |   | October 31,     | 
| |                                            |   | 2008 |  |   | 2007 |  |   | 2008            | 
| |                                            |   |      |  |   |      |  |   |                 | 
| | 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          |  
| |              |   | 2008 |  |   | 2007 |  |   | October 31, 2008 |  
| |              |   |      |  |   |      |  |   |                  |  
| | Income taxes | $ | -    |  | $ | -    |  | $ | -                |  
| |              |   |      |  |   |      |  |   |                  |  
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039          |  

- F-13 -

---

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

General Overview

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

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

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

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

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

2

---

On May 14, 2008, we announced that we have entered into a
letter of intent with Emergya Wind Technologies Holdings B.V. for Emergya to
acquire all of our shares in a cash merger transaction. The merger is subject to
completion of Emergyas due diligence and a definitive agreement, approval of
our stockholders and customary third party and regulatory approvals. The letter
of intent has expired although the parties continue to discuss terms for an
alternative transaction structure.

Our Current Business

We are engaged in 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 and the
licensing of Lagerwey wind turbine technology and product lines.

Our company focuses on the manufacturing and marketing of
medium sized (500  1,000 megawatt (MW)) wind turbines for the North American
market.

Our strategy is to manufacture as much as possible in North
America, providing both cost effectiveness and local content. All of our
projects to date have made use of local tower manufacturers.

We are and intend to remain a virtual manufacturer. We will
subcontract the components of our wind turbines to qualified manufacturers and
manufacturing partners to achieve the best in quality at the lowest cost. As a
key part of the strategy of a virtual manufacturer, we will maintain strict
quality assurance programs and quality control procedures for our subcontractors
and partners.

Suitable applications for our wind turbines include:

| | - | Wind farms;                                                             
| | - | ------------------------------------------------------------------------
| |   |                                                                         
| | - | Municipal wind power systems;                                           
| |   |                                                                         
| | - | Large agricultural wind power
      systems;                            
| |   |                                                                         
| | - | Imbedded system for industry and
      mining; and                      
| |   |                                                                         
| | - | Wind systems integrated with
      other technologies, e.g. wind diesel.

Our company holds 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., for North America. We
replaced the European designed power converter in the Lagerwey product with a
North American designed and manufactured power converter to meet North American
standards and electrical grid requirements. The resulting product combines state
of the art European wind turbine technology and experience with North American
power electronics.

We intend to supply the Lagerwey Direct Drive technology to the
North, South and Central American markets. The Lagerwey Direct Drive technology
eliminates the main drive gear, the most problematic component of a wind
turbine, and is intended to increase reliability and performance of our wind
turbines. The Lagerway Direct Drive technology was purchased by Emergya Wind
Technologies B.V., of which our company was one of the initial investors. Our
company also provided the funds used by Emergya Wind Technologies B.V. to
purchase the Lagerwey technology. We have a license agreement with Emergya Wind
Technologies B.V. in respect of the Lagerwey technology for North, South and
Central America.

Our license agreement with Emergya Wind Technologies B.V. is
exclusive for North America, i.e. the United States, Canada and Mexico, but
non-exclusive for South and Central America. We have completed payment of a
license fee and pay a 3% royalty for ongoing development.

3

---

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:

Estimated Funding Required During the Next 12 MonthsExpense
    AmountProfessional fees
    $150,000Other general administrative expenses
    $1,000,000License Fees
    $146,000Royalty Fees
    $200,000Total
    $1,496,000


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

Purchase of Significant Equipment

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

Trends and Uncertainties

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

Employees

As of January 16, 2009, 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

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

Off-Balance Sheet Arrangements

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

4

---

Results of Operations

Three month Summary ending October 31, 2008 and 2007

Three Months EndedOctober 312008
      
      
      2007Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      645,268
      
      $
      52,822Other Expenses
      $
      47,280
      
      
      7,353Net Loss
      $
      692,548
      
      $
      60,175


Expenses

Our operating expenses for the three month periods ended
October 31, 2008 and 2007 are outlined in the table below:

Three Months EndedOctober 312008
      
      
      2007General and Administrative
      $
      104,110
      
      $
      39,561License Fee
      $
      Nil
      
      $
      NilRoyalty Fee
      $
      Nil
      
      $
      NilForeign Exchange Loss
      $
      520,856
      
      $
      7,031Depreciation and amortization
      $
      20,302
      
      $
      6,230


Operating expenses for the three months ended October 31, 2008,
increased by 1,121% as compared to the comparative period in 2007 primarily as a
result of increases in general and administrative expenses, foreign exchange
loss and depreciation and amortization.

Equity Compensation

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

Liquidity and Financial Condition

Working CapitalAt October
    
    
    At July 31,
    
    
    Percentage31, 2008
    
    
    2008
    
    
    Increase/DecreaseCurrent Assets
    $
    1,005,279
    
    $
    1,665,929
    
    
    (40%
    )Current Liabilities
    $
    3,115,004
    
    $
    3,826,363
    
    
    (19%
    )Working Capital
    $
    (2,109,725
    )
    $
    (2,160,434
    )
    
    (2%
    )


Cash FlowsThree
    
    
      ThreeMonths
    
    
      MonthsEnded
    
    
      EndedOctober 31,
    
    
      October 31,2008
    
    
      2007Net Cash Provided by (Used in) Operating
      Activities
    $
      (598,899
    )
    $
      48,135Net Cash Used in Financing Activities
    $
      (31,805
    )
    $
      NilNet Cash Used in Investing Activities
    $
      Nil
    
    $
      (4,760
    )Effect of Exchange Rate Changes
    $
      555,666
    
    $
      1,115(Decrease) Increase In Cash during the
      Period
    $
      (75,038
    )
    $
      44,580


5

---

As of October 31, 2008, our company had working capital deficit
  of $2,109,725.

Contractual Obligations

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

Critical Accounting Policies

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

Basis of Presentation

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

Equipment, Net

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

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


Intangible Asset

Intangible asset represents an acquired license right.
Previously, we determined that the asset met the indefinite life criteria
outlined in Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets." Accordingly, we did not amortize this
intangible asset, but instead reviewed this asset at least annually for
impairment.

Effective August 1, 2007, we determined that the license right
no longer met the indefinite life criteria and amortization of the intangible
asset began in the fiscal year 2008 over the estimated useful life of 25
years.

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
as of October 31, 2008.

6

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Revenue Recognition

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

The amount of any excess accumulated costs over related
billings are described as "costs of uncompleted contracts in excess of related
billings" and are presented as a current asset. The amount of any excess
accumulated billings over related costs are as "billings on uncompleted
contracts in excess of related costs" and are presented as a current
liability.

We assess the expectations of profitability of our contracts
periodically. When there is reasonable certainty of an overall loss on a given
contract, that estimated loss is recognized in full in the accounts. In
estimating the loss on contract, all related disbursements are considered
including those related to penalties and direct overhead. Provisions for
contract losses are shown separately as a liability on the consolidated balance
sheet. Any subsequent adjustments to the contract loss are recognized when
reasonably estimable.

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 October 31, 2008 since we
were unable to separate the actual cost of sales from the research and
development component.

Income Taxes

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

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).

7

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Earnings or Loss Per Share

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

Use of Estimates

The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America 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.

Item 3. Quantitative Disclosures About Market Risks

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

Item 4T. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

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

As of October 31, 2008, the end of our quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president and chief executive officer (who is acting as our
principal executive officer, principal financial officer and principal
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief executive officer (who is acting as our principal executive officer,
principal financial officer and principal accounting officer) concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this quarterly report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of October 31, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
October 31, 2008, our internal control over financial reporting is effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial

8

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statements for external purposes in accordance with US
generally accepted accounting principles. Our management reviewed the results of
their assessment with our Board of Directors.

Inherent limitations on effectiveness of
controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended October 31, 2008
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

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

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

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

9

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Risks Related to Our Business

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

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

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

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

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

Since inception through October 31, 2008, we have incurred
aggregate net losses of $2,810,150 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.

10

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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 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.

11

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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.

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

12

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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 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

13

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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 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-K

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

14

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|Exhibit |                                                                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                               
|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)
|        |                                                                                                                                                                                                                               
|10.2    | Convertible Loan
        Agreement between our company and Smart Goal Investment Limited (incorporated
        by reference from our Current Report on Form 8-K filed on April 11, 2008)                                      
|        |                                                                                                                                                                                                                               
|(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 Report 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

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SIGNATURES

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

AMERICAS WIND ENERGY CORPORATION

|By: | /s/ Harold C.F. Dickout                                            | 
|--- | ------------------------------------------------------------------ | 
|    | Harold C.F. Dickout                                                | 
|    | President, Chief Executive
      Officer, Chairman and Director    | 
|    | Principal Executive Officer,
      Principal Financial Officer and | 
|    | Principal Accounting Officer                                       | 
|    | Date: January 20, 2009.                                            | 

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