UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedOctober 31, 2006 [
        ]
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from_________to__________ Commission file number000-50861  Americas Wind Energy Corporation(Name of small business issuer in its charter)  Nevada
        
        20-0177856(State or other jurisdiction of incorporation or organization)
        
        (I.R.S. Employer Identification No.)  24 Palace Arch Drive, Toronto, Ontario Canada
        
        M9A 2S1(Address of principal executive offices)
        
        (Zip Code) Issuers telephone number(416) 233-5670 Securities registered pursuant to Section 12(b) of the Act: Title of each classNil
        
        Name of each exchange on which registeredNil Securities registered pursuant to Section 12(g) of the Act: Shares of Common Stock, par value $0.0001(Title of class) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      YesxNo [   ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes o     Nox      2   State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 22,503,894 outstanding common shares issued and outstanding as at November 30, 2006. Transitional Small Business Disclosure Format (Check one):
        Yes o
        Nox      3    PART I - FINANCIAL INFORMATION  Item 1.
        Financial Statements  It is the opinion of management that the consolidated interim financial statements for the quarter ended October 31, 2006 include all adjustments necessary in order to ensure that the consolidated interim financial statements are not misleading.  Our consolidated interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting policies.        AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTH PERIODS ENDED OCTOBER 31, 2006 AND 2005 UNAUDITED (EXPRESSED IN U.S. DOLLARS) CONTENTS  Condensed Consolidated Interim Balance Sheet
        F1Condensed Consolidated Interim Statement of Operationsand Comprehensive Loss
        F2Condensed Consolidated Interim Statement of Stockholders' Equity
        F3 - 4Condensed Consolidated Interim Statement of Cash Flows
        F5Notes to Condensed Consolidated Interim Financial Statements
        F6 - 14        AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Condensed Consolidated Interim Balance Sheet October 31, 2006 (Expressed in U.S. Dollars) Unaudited  ASSETSCurrentCash
        $
        260,065Cash held in trust
        
        12,436Other receivables
        
        7,442Costs on uncompleted contract in excess of billings
        
        156,886Total Current Assets
        
        436,829Investment in Emergya Wind Technologies B.V.(note 3)
        
        804,309Equipment, Net(note 4)
        
        125,038Intangible Asset(note 5)
        
        1,940,573Total Assets
        $
        3,306,749LIABILITIESCurrentAccounts payable
        $
        227,920Accrued liabilities
        
        13,356Due to stockholders (note 6)
        
        205,411Due to Emergya Wind Technologies (note 7)
        
        316,257Due to Digital Predictive Systems Inc. (note 8)
        
        1,484,194Total Current Liabilities
        
        2,247,138Total Liabilities
        
        2,247,138Commitments and Contingencies(note 12)STOCKHOLDERS' EQUITYCapital Stock(note 9)Class A preferred stock, voting, no par value;30,000,000 shares authorized, all deemed to be cancelled, all issued and outstanding
        
        -Common stock, $0.0001 par value per share;100,000,000 shares authorized; 52,503,894 shares deemed to be issued and outstanding
        
        5,250Additional Paid-in Capital(note 9)
        
        2,386,602Accumulated Other Comprehensive Income
        
        89,741Deficit Accumulated during the Development Stage
        
        (1,421,982)Total Stockholders' Equity
        
        1,059,611Total Liabilities and Stockholders' Equity
        $
        3,306,749   (The accompanying notes are an integral part of these condensed consolidated interim financial statements.)  F1       AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Condensed Consolidated Interim Statement of Operations and Comprehensive Loss For the Three Month Periods Ended October 31, 2006 and 2005 and the Period from July 29, 2002 (Date of Inception) through October 31, 2006 (Expressed in U.S. Dollars) Unaudited  Three Months Ended October 31, 2006
        
        Three Months Ended October 31, 2005
        
        Period from July 29, 2002 (Date of Inception) through October 31, 2006Revenue
        $
        -
        $
        -
        $
        640,840Cost of Sales
        
        -
        
        -
        
        891,975GrossLoss
        
        -
        
        -
        
        (251,135)ExpensesGeneral and administrative
        
        267,814
        
        21,823
        
        775,392Depreciation
        
        7,236
        
        3,844
        
        30,200Total Expenses
        
        275,050
        
        25,667
        
        805,592Loss from Operations
        
        (275,050)
        
        (25,667)
        
        (1,056,727)Other (Expenses) IncomeRecovery of expenses
        
        -
        
        -
        
        34,598Other income
        
        9,710
        
        -
        
        75,797Foreign exchange loss
        
        (15,431)
        
        -
        
        (35,404)Financing fees
        
        -
        
        -
        
        (16,146)Interest expense
        
        (40,113)
        
        (40,570)
        
        (424,100)Total Other Expenses
        
        (45,834)
        
        (40,570)
        
        (365,255)Loss from Continuing Operations
        
        (320,884)
        
        (66,237)
        
        (1,421,982)Provision for income taxes (note 10)
        
        -
        
        -
        
        -Net Loss
        
        (320,884)
        
        (66,237)
        
        (1,421,982)Foreign currency translation
        
        (7,295)
        
        (12,081)
        
        89,741Comprehensive Loss
        $
        (328,179)
        $
        (78,318)
        $
        (1,332,241)Loss per Share - Basic and Diluted
        $
        0.006
        $
        0.001Weighted average number of shares outstanding during the periods - basic and diluted
        
        53,106,652
        
        57,545,143   (The accompanying notes are an integral part of these condensed consolidated interim financial statements.)  F2       AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Condensed Consolidated Interim Statement of Stockholders' Equity For the Period from July 29, 2002 (Date of Inception) through October 31, 2006 (Expressed in U.S. Dollars) Unaudited   Class A Preferred Stock
        Common Stock
        
        Additional Paid-in Capital
        
        Accumulated Other Comprehensive Income
        
        Deficit Accumulated during the Development Stage
        
        Total Stockholders (Deficit) EquityShares
        
        Amount
        Share
        
        AmountBalance - July 29, 2002 (date of inception)
        -
        $
        -
        57,545,143
        $
        5,754
        $
        (5,754)
        $
        -
        $
        -
        $
        -Stock issued at inception for cash
        -
        
        -
        -
        
        -
        
        64
        
        -
        
        -
        
        64Foreign currency translation adjustment
        -
        
        -
        -
        
        -
        
        -
        
        (1,243)
        
        -
        
        (1,243)Net loss for the period
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (19,423)
        
        (19,423)Balance - July 31, 2003
        -
        
        -
        57,545,143
        
        5,754
        
        (5,690)
        
        (1,243)
        
        (19,423)
        
        (20,602)Foreign currency translation adjustment
        -
        
        -
        -
        
        -
        
        -
        
        40,306
        
        -
        
        40,306Net loss for the period
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (431,939)
        
        (431,939)Balance - July 31, 2004
        -
        
        -
        57,545,143
        
        5,754
        
        (5,690)
        
        39,063
        
        (451,362)
        
        (412,235)Stock issued for cash
        -
        
        -
        -
        
        -
        
        1
        
        -
        
        -
        
        1Foreign currency translation adjustment
        -
        
        -
        -
        
        -
        
        -
        
        20,401
        
        -
        
        20,401Net loss for the period
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (243,750)
        
        (243,750)Balance - July 31, 2005
        -
        
        -
        57,545,143
        
        5,754
        
        (5,689)
        
        59,464
        
        (695,112)
        
        (635,583)   (The accompanying notes are an integral part of these condensed consolidated interim financial statements.)  F3       AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Condensed Consolidated Interim Statements of Stockholders' Equity (cont'd) For the Periods from July 29, 2002 (Date of Inception) through October 31, 2006 (Expressed in U.S. Dollars) Unaudited  Class A Preferred Stock
        Common Stock
        
        Additional Paid-in Capital
        
        Accumulated Other Comprehensive Income
        
        Deficit Accumulated during the Development Stage
        
        Total Stockholders (Deficit) EquityShares
        
        Amount
        Share
        
        AmountStock issued for  cash
        -
        
        -
        -
        
        -
        
        25
        
        -
        
        -
        
        25Foreign currency translation adjustment
        -
        
        -
        -
        
        -
        
        -
        
        37,572
        
        -
        
        37,572Net loss for the period
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (405,986)
        
        (405,986)Balance - July 31, 2006
        -
        
        -
        57,545,143
        
        5,754
        
        (5,664)
        
        97,036
        
        (1,101,098)
        
        (1,003,972)Cancellation of shares as part of the share exchange
        -
        
        -
        (37,541,249)
        
        (3,754)
        
        3,754
        
        -
        
        -
        
        -Share exchange transaction on August 11, 2006 - issuance of 30,000,000 Class A preferred shares in exchange for 130,000 shares of Priveco
        30,000,000
        
        90
        -
        
        -
        
        4,172
        
        -
        
        -
        
        4,262Exchangeable shares deemed to have been converted (note 9)
        (30,000,000)
        
        (90)
        30,000,000
        
        3,000
        
        (2,910)
        
        -
        
        -
        
        -Issuance of shares in relation to private placement for cash
        -
        
        -
        2,500,000
        
        250
        
        2,147,106
        
        -
        
        -
        
        2,147,356Issuance of stock purchase warrant
        -
        
        -
        -
        
        -
        
        402,644
        
        -
        
        -
        
        402,644Share issuance costs
        -
        
        -
        -
        
        -
        
        (162,500)
        
        -
        
        -
        
        (162,500Foreign currency translation adjustment
        -
        
        -
        -
        
        -
        
        -
        
        (7,295)
        
        -
        
        (7,295)Net loss for the period
        -
        
        -
        -
        
        -
        
        -
        
        -
        
        (320,884)
        
        (320,884)Balance - October 31, 2006
        -
        $
        -
        52,503,894
        $
        5,250
        $
        2,386,602
        $
        89,741
        $
        (1,421,982)
        $
        1,059,611    (The accompanying notes are an integral part of these condensed consolidated interim financial statements.)  F4       AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURE LTD.) (A DEVELOPMENT STAGE COMPANY) Condensed Consolidated Interim Statement of Cash Flows For the Three Month Periods Ended October 31, 2006 and 2005 and the Period from July 29, 2002 (date of inception) through October 31, 2006 (Expressed in U.S. Dollars) Unaudited 2006
        
        2005
        
        Period from July 29, 2002 (Date of Inception) through October 31, 2006Cash Flows from Operating ActivitiesNet loss
        $
        (320,884)
        $
        (66,237)
        $
        (1,421,982)Adjustments for:Depreciation
        
        7,236
        
        3,844
        
        30,200Equity of acquired subsidiary
        
        4,262
        
        -
        
        4,262(309,386)
        
        (62,393)
        
        (1,387,520)Changes in non-cash working capitalCash held in trust
        
        (12,436)
        
        (268,372)
        
        (12,436)Loan receivable
        
        40,558
        
        (56,271)
        
        -Other receivable
        
        (6,837)
        
        (2,140)
        
        (7,442)Costs on uncompleted contract in excess of billings
        
        (156,886)
        
        -
        
        (156,886)Accounts payable
        
        21,176
        
        107,742
        
        227,920Accrued liabilities
        
        13,356
        
        -
        
        13,356Due to stockholders
        
        (4,508)
        
        (532)
        
        205,411Billings on uncompleted contract in excess of related costs
        
        (291,929)
        
        316,038
        
        -Net Cash (Used in) Provided by Operating Activities
        
        (706,892)
        
        34,072
        
        (1,117,597)Cash Flows from Financing ActivitiesProceeds from issuance of common stock
        
        2,550,000
        
        -
        
        2,550,090Advances from (repayments to) Emergya Wind Technologies B.V.
        
        (1,382)
        
        122,850
        
        (1,624,316)Decrease in advances from Northwest Passage Ventures Ltd.
        
        (1,302,853)
        
        -
        
        -Advances from Digital Predictive Systems Inc.
        
        52,952
        
        89,130
        
        1,751,314Repayment to Digital Predictive Systems Inc.
        
        (267,120)
        
        -
        
        (267,120)Stock issuance costs
        
        (162,500)
        
        -
        
        (162,500)Net Cash Provided by Financing Activities
        
        869,097
        
        211,980
        
        2,247,468Cash Flows from  Investing ActivitiesAcquisition of equipment
        
        (1,006)
        
        (131,477)
        
        (155,238)Advances to Emergya Wind Technologies B.V.
        
        -
        
        -
        
        (804,309)Net Cash Used in Investing Activities
        
        (1,006)
        
        (131,477)
        
        (959,547)Effect of Exchange Rate Change on Cash
        
        (27,948)
        
        (125,592)
        
        89,741Change in Cash
        
        133,251
        
        (11,017)
        
        260,065Cash - beginning of period
        
        126,814
        
        35,179
        
        -Cash - end of period
        $
        260,065
        $
        24,162
        $
        260,065Supplemental disclosures of cash flow information:Income taxes
        $
        -
        $
        -
        $
        -Interest
        $
        -
        $
        -
        $
        -   (The accompanying notes are an integral part of these condensed consolidated interim financial statements.)  F5     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   1.
        Operations, Development Stage Activities, and Going Concern Americas Wind Energy Corporation  (formerly Northwest Passage Ventures Ltd.) (the "Company") was incorporated under the laws of the State of Nevada on August 22, 2003.  Following the reverse takeover transaction mentioned in the succeeding paragraphs, the Company changed its ordinary course of business from that of establishing marine adventure tourism business to that of  distributing wind power turbines to wind farm developers throughout North America. Development Stage Activities The Company's business activity is the distribution of wind power turbines to wind farm developers in North America. The Company has researched and developed wind turbines to be efficient in the North American market. The Company has also commenced discussions with strategic market partners to seek equity financing through a private placement of common stock. Reverse Takeover Transaction On August 11, 2006, the Company entered into a share exchange agreement with 6544797 Canada Ltd., a Canadian corporation and wholly-owned subsidiary of the Company (the "Purchaser"), Americas Wind Energy Inc., a private Ontario corporation ("Priveco"), and the former stockholders of Priveco. The closing of the share exchange agreement and the acquisition of all of the issued and outstanding common stock of Priveco occurred on August 11, 2006. In accordance with the closing of the share exchange agreement, the Company: (i)
        caused the Purchaser to issue 30,000,000 class A preferred shares in the capital of the Purchaser, which includes the right to exchange 30,000,000 common shares in the capital of the Company; and (ii)
        issued 30,000,000 class A special voting shares in the capital of the Company, in exchange for all of the 130,000 issued and outstanding common shares of Priveco. Upon exchange of the 30,000,000 preferred stock into common shares of the Company, the 30,000,000 class A special voting shares shall be cancelled and shall not be issued by the Company.  F6     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   1.
        Operations, Development Stage Activities, and Going Concern(cont'd) Reverse Takeover Transaction (cont'd) The Company has 22,503,894 common shares and 30,000,000 class A special voting shares issued and outstanding as of October 31, 2006 following the cancellation of 37,541,249 common shares held by a former stockholder and officer of the Company, the issuance of 2,500,000 common shares, which were issued pursuant to a private placement of 2,500,000 units in connection with the share exchange agreement, and the issuance of 30,000,000 class A special voting shares. The cancellation of stock, the issuance of the 2,500,000 common shares pursuant to the private placement of units and the creation and issuance of the class A special voting shares were conditions to closing of the shares exchange agreement. Accordingly, the tendered 37,541,249 common shares of the Company for cancellation were without consideration, the Company issued 2,500,000 common shares pursuant to a private placement of units and the
Company amended its Articles of Incorporation to create the 30,000,000 class A special voting shares and issued said class A special voting shares to the former stockholders of Priveco. Each class A special voting share entitles the holder thereof to receive notice of, and vote at, all general meetings of the Company's stockholders. As of the closing date of the share exchange agreement, the former stockholders of Priveco held 30,000,000 class A special voting shares, representing approximately 60% of the issued and outstanding voting securities of the Company. Effective October 16, 2006, the Company changed its name from "Northwest Passage Ventures Ltd." to "Americas Wind Energy Corporation," pursuant to the approval of board of directors and the holders of a majority of its voting stock The aforementioned transaction represents a merger of a private operating company into a non-operating public shell corporation, with nominal net assets, that resulted in the stockholders and management of the private company having actual or effective operating control of the combined company after the transaction. The stockholders of the former public shell corporation are passive investors. The transaction was therefore accounted for as a recapitalization.  Under this basis of accounting, the combined entity will be considered to be a continuation of the Priveco.  Comparative consolidated condensed interim statements of operations and comprehensive loss, cash flows, and stockholders' equity for the three month periods ended October 31, 2006 and 2005, and cumulative balances from April 29, 2002 (date of inception) through October 31, 2006 are those of Priveco. Going Concern Assumption The Company's condensed consolidated interim financial statements are presented on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business.  The Company has experienced recurring losses from operations that raise substantial doubt as to its ability to continue as a going concern.  For the three month period ended October 31, 2006, the Company experienced a net loss of $320,884.  As of October 31, 2006, the Company had an accumulated deficit during the development stage of $1,421,982.  F7     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   1.
        Operations, Development Stage Activities, and Going Concern(cont'd) Going Concern Assumption (cont'd) The Company's continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short term, raising additional long-term equity or debt financing either from its own resources or from third parties, 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 difference from the carrying amounts reported in these financial statements could be material. The accompanying consolidated condensed interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern. 2.
        Summary of Significant Accounting Policies a)
        Condensed Consolidated Interim Financial Statements The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for financial information and the  requirements of item 310 (b) of Regulation S B. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with the Company's annual financial statements, notes and accounting policies included in the Company's annual report for the year ended July 31, 2005 as filed with the SEC on Form 8-K dated August 11, 2006. The financial statements reflect all adjustments (consisting only of normal
recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented.  There have been no significant changes in our accounting policies since July 31, 2005. The results from operations for the period are not necessarily indicative of the results expected for the full fiscal year or any future period.  F8     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   2.
        Summary of Significant Accounting Policies(cont'd) b)
        Recent Accounting Pronouncements In February 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (SFAS) No. 155, "Accounting for Certain Hybrid Financial Instrumentsan amendment of FASB Statements No. 133 and 140 (SFAS 155). This Statement permits fair value of remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"; establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk
in the form of subordination are not embedded derivatives; and amended SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after the beginning of an entitys first fiscal year that begins after September 15, 2006. The Company is currently reviewing the effect, if any, the proposed guidance will have on its financial position. In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS 156). In a significant change to current guidance, SFAS No. 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (1) Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is effective as of the beginning of an entitys first fiscal year that begins after September 15, 2006. The Company is currently reviewing the effect, if any, the proposed guidance will have on its financial position. In July 2006 FASB issued Financial Accounting Standards Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently reviewing the effect, if any, FIN48 will have on its financial position.  F9     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   2.
        Summary of Significant Accounting Policies(cont'd) b)
        Recent Accounting Pronouncements (cont'd) In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108 (SAB 108), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 was issued to provide consistency in how registrants quantify financial statement misstatements. The Company is required to and will initially apply SAB 108 in connection with the preparation of its annual financial statements for the year ending December 31, 2006. The Company does not expect the application of SAB 108 to have a material effect on its financial position and results of operations. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which is effective for calendar year companies on January 1, 2008. The Statement defines fair value, establishes a framework for measuring fair value in accordance with Generally Accepted Accounting Principles, and expands disclosures about fair value measurements. The Statement codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The Company is currently assessing the potential impacts of implementing this standard. In September 2006, the FASB issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and 132 (R) ("SFAS 158"). SFAS 158 requires an employer to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status of a benefit plan is defined as the difference between the fair value of the plan assets and the plans benefit obligation. For a pension plan the benefit obligation is the projected benefit obligation and for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. SFAS 158 requires an
employer to recognize as a component of other comprehensive income, net of tax, the gains and losses and prior service costs or credits that arise during the period but that are not recognized as components of net periodic benefit costs pursuant to SFAS 87 Employers Accounting for Pensions. SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end. Additional footnote disclosure is also required about certain effects on net periodic benefit cost for the next year that arise from the delayed recognition of gains or losses, prior service costs or credits, and transition asset or obligation. Except for the year-end measurement requirement, SFAS 158 is effective for the year ending December 31, 2006. The Company does not anticipate that the adoption of this Statement will have a material effect on its financial condition or operations.  F10     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   3.
        Investment in and Advances to Emergya Wind Technologies B.V. In fiscal 2004, the Company entered into a loan agreement with Emergya Wind Technologies B.V. ("EWT").  Pursuant to the agreement, the loan was to be converted into common shares of EWT.  The loan carried an interest rate of 5% per annum, to be paid at time of conversion.  On July 20, 2005, the Company converted the outstanding loan balance of $739,542 into 923 common shares of EWT, representing a 31.2% ownership interest.  Accordingly, the Company recorded an investment in EWT and as of October 31, 2006 had a carrying value of $804,309, representing a 16.72% ownership interest.  The $64,767 difference between the amount on the date of conversion and that on the reporting date is the result of exchange fluctuations. 4.
        Equipment, Net Equipment comprises the following:  Cost
        
        Accumulated DepreciationComputer equipment
        $
        13,700
        $
        8,422Computer software
        
        4,693
        
        2,933Manufacturing equipment
        
        138,012
        
        20,012Total
        $
        156,405
        $
        31,367Net carrying amount
        
        
        $
        125,038 5.
        Intangible Asset On April 23, 2004, the Company entered into a license agreement with 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 EUR 1,350,000 and the license was measured at the fair value at the date the licensing agreement was entered into.  As of October 31, 2006, the license was $1,940,573.  The asset is not amortized due to the indefinite life term of the agreement.  F11     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   6.
        Due to Stockholders The amounts due to stockholders bear interest at 10% annually with no fixed repayments term. 7.
        Due to Emergya Wind Technologies B.V. Inc. In fiscal 2004, the Company entered into a loan agreement relating to the intangible assets described in note 5.  The loan is unsecured, non-interest bearing and is due within the next fiscal year.  As of October 31, 2006, the carrying value of this loan approximates its fair value. 8.
        Due to Digital Predictive Systems Inc. The amount due to Digital Predictive Systems Inc. has a three-year term maturing originally on October 12, 2006 and was extended to January 31, 2007.  In September 2006, the Company repaid $267,120 (or $300,000 Canadian dollars). Interest is charged at 10%, compounded monthly.  Repayment is to be made in full, including interest, at maturity. The loan is secured by a general security agreement over the Company's assets and all license agreement rights. 9.
        Capital Stock On October 14, 2005, the Company completed a forward stock split of 3.195 common shares for each outstanding common share as part of the return and cancellation of 39,138,752 post-split shares. Prior to the share exchange on August 11, 2006, the Company had 57,545,143 shares after giving retroactive effect to the abovementioned forward stock split. As part of the conditions of the closing of the share exchange agreement, on April 4, 2006 the Company created 30,000,000 class A special voting shares pursuant to the amendment to the Articles of Incorporation dated July 19, 2006. On August 11, 2006, the Company completed a private placement of 2,500,000 units (the "Unit").  Each Unit consists of one common share in the capital of the Company and one stock purchase warrant (the Warrant), at a price of $1 per Unit for gross proceeds of $2,550,000 before share issuance costs of $162,500.  Each Warrant will entitle the holder to purchase one common share at an exercise price of $1.50 per share for a period of two years from the closing of the private placement. For financial statement presentation purposes, the 30,000,000 preferred shares of the Purchaser were deemed to have been converted into 30,000,000 common shares of the Company and the 30,000,000 class A special voting shares were deemed to be cancelled to more accurately reflect the substance of the reverse takeover transaction.  F12     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited    10.
        Income Taxes The Company's current income taxes are as follows:  Three Months Ended October 31, 2006
        
        Three Months Ended October 31, 2005Expected income tax recovery at the statutory rate of 18%
        $
        57,759
        $
        11,923Valuation allowance
        
        (57,759)
        
        (11,923)Provision for income taxes
        
        -
        
        -  The Company has deferred income tax asset as follows:  Loss carryforwards
        $
        255,957Valuation allowance
        
        (255,957)Deferred income taxes
        $
        -  The Company has net operating loss carryforwards available to be applied against future years income.  Due to the losses incurred in the current year 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 income tax assets. As of October 31, 2006, the Company had $1,421,982 of federal and state net operating loss carryforwards available to offset future taxable income, such carryovers expire in various years through 2013.  F13     AMERICAS WIND ENERGY CORPORATION (FORMERLY NORTHWEST PASSAGE VENTURES LTD.) (A DEVELOPMENT STAGE COMPANY) Notes to Condensed Consolidated Interim Financial Statements October 31, 2006 (Expressed in U.S. Dollars) Unaudited   11.
        Cash Flow Supplemental Information Non-cash financing and investing activitiesare as follows:  Three Months Ended October 31, 2006
        
        Three Months Ended October 31, 2005
        
        Period from July 29, 2002 (Date of Inception) through October 31, 2006Investment in EWT
        $
        -
        $
        -
        $
        804,309Advances to EWT
        
        -
        
        -
        
        (804,309)Purchase of intangible asset
        
        -
        
        -
        
        1,940,573Due to EWT
        
        -
        
        -
        
        (1,940,573)  12.
        Commitments and Contingencies The Company has 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 megawatt for each sale or shipment or portion thereof of Licensed Products as defined in this license agreement. 13.
        Comparative Figures Certain figures for the prior period have been reclassified to conform with the current period's condensed consolidated interim financial statement presentation.   F14        Item 2.
        Management's Discussion And Analysis Or Plan Of Operation FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.  Forward-looking statements deal with our current plans, intentions, beliefs and expectations and are statements of future economic performance.  Statements containing terms like "believes", "does not believe", "plans", "expects", "intends", "estimates", "anticipates", and other phrases of similar meaning are considered to imply uncertainty and are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from what is currently anticipated.  We make cautionary statements throughout this report and the documents we have incorporated by reference, including those stated under the heading "Risk Factors".  You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this report, the materials referred to in this report, and the materials incorporated by reference into this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to common shares refer to the common shares in our capital stock. As used in this quarterly report, the terms we, us and our mean Americas Wind Energy Corporation, unless otherwise indicated. Corporate History We were incorporated pursuant to the laws of the State of Nevada on August 22, 2003. On June 4, 2005, we effected a six for one forward stock split of the issued shares of common stock in the capital of our company. On October 14, 2005, we effected a 3.195 for one forward stock split of the issued shares of common stock in the capital of our company. On April 4, 2006, our board of directors approved an amendment to our Articles of Incorporation to create 30,000,000 Class A Special Voting Shares in the capital of our company.  Subsequent to our board of directors approval of the amendment to our Articles of Incorporation, on April 5, 2006 the holders of a majority of the outstanding common shares of our company consented in writing to the amendment to our Articles of Incorporation.  The amendment to our Articles of Incorporation was effected with the Nevada Secretary of State on June 19, 2006.  As a result, our authorized capital consists of 100,000,000 shares of common stock with a par value of $0.0001 and 30,000,000 Class A Special Voting Stock without par value.  4       On August 11, 2006, we entered into a share exchange agreement with 6544797 Canada Ltd., a Canadian corporation and wholly-owned subsidiary of our company, Americas Wind Energy Inc., a private Ontario corporation, and the former shareholders of Americas Wind Energy.  The share exchange contemplated our company acquiring all of the issued and outstanding common shares of Americas Wind Energy. The closing of the share exchange agreement occurred on August 11, 2006, which was reported in our current report on Form 8-K filed on September 11, 2006.  The share exchange was deemed to be a reverse acquisition for accounting purposes.  Americas Wind Energy, the acquired entity, is regarded as the predecessor entity as of August 11, 2006.  Our company now files annual and quarterly reports based on the July 31 fiscal year end of Americas Wind Energy. In connection with the closing of the share exchange agreement, and to better reflect the new direction and business of our company, we decided to change our name.  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. As of the closing date of the share exchange agreement on August 11, 2006, our company commenced the business of distributing wind power turbines to wind farm developers throughout North America.  Our business strategy is to generate revenues through the sale of medium sized wind turbines and the licensing of Lagerwey wind turbine technology and product lines. Financial Condition, Liquidity and Capital Resources Results of Operations for the three months ended October 31, 2006 and October 31, 2005 Revenues During the three months ended October 31, 2006 and October 31, 2005, we did not generate any revenue. General and Administrative and Depreciation Expenses During the three months ended October 31, 2006, we incurred general and administrative expenses and depreciation expenses of $275,050, compared to general and administrative expenses and depreciation expenses of $25,667 for the three months ended October 31, 2005.  The increase in these expenses was primarily attributable to additional consulting and professional fees. Interest Expenses During the three months ended October 31, 2006, we incurred interest expenses of $40,113, compared to interest expenses of $40,570 for the three months ended October 31, 2005. Net Loss Our net loss for the three months ended October 31, 2006 was $320,884, compared to $66,237 for the three months ended October 31, 2005.  The most significant contributors to our loss for the three months ended October 31, 2006, were general and administrative expenses, including consulting and professional fees.  5       Liquidity and Capital Resources At October 31, 2006, we had $260,065 in cash and a working capital deficiency of $1,810,309. Presently, our revenues are not sufficient to meet our operating and capital expenses.  We have incurred operating losses during the last several years which are likely to continue for the foreseeable future.  We anticipate that we will have negative cash flows during the year ended July 31, 2007.  Management projects that we will require an additional $3.0 million, after taking into account projected gross revenue, to fund our ongoing operating expenses, working capital requirements and extinguish our debt for the next twelve months, as indicated on the following table.  We intend to raise the required funds through the sale of equity securities. Use of Funds
        AmountRepayment of Loan
        $1,700,000Operating Expenses
        $600,000Working Capital Requirements
        $700,000Total
        $3,000,000 Operating Activities Our operating activities resulted in net cash outflows of $706,892 for the three months ended October 31, 2006.  The operating cash outflows for the three months ended October 31, 2006 were primarily attributable to costs incurred on an uncompleted contract. Investing Activities Investing activities resulted in net cash outflows of $1,006 for the three months ended October 31, 2006.  The investing activities for the three month period ended October 31, 2006 consisted of the acquisition of equipment. Financing Activities Financing activities resulted in net cash flows of $869,097 for the three months ended October 31, 2006, which cash flows were primarily attributable to proceeds from the issuance of common stock. Going Concern Our financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  We experienced recurring losses from operations that raise substantial doubt as to our ability to continue as a going concern.  For the three month period ended October 31, 2006 we incurred a net loss of $320,884.  As of October 31, 2006, we had an accumulated deficit during the development stage of $1,421,982. Our ability to continue as a going concern is contingent upon our ability to secure debt and equity financing, and attain profitable operations. Our continuance as a going concern is dependent on the success of the efforts of our directors and principal shareholders in providing financial support in the short term, the success of our company in  6      raising additional long-term equity or debt financing either from our own resources or from third parties, the commercialization of one or more of our research projects and our company achieving profitable operations.  In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and difference from the carrying amounts reported in these financial statements could be material. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of our company to continue as a going concern. Off-Balance Sheet Arrangements Our company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts.  We do not engage in trading activities involving non-exchange traded contracts. Plan of Operation We will continue to build the project pipeline and intend to take advantage of the shortages of wind turbines in the medium sized market, by being able to supply units for calendar 2007 before the expiration of the PTC in the U.S., which is currently due the end of 2007. We sell direct in Canada, and through agents and directly in the U.S. market.  We plan to work with manufacturers in the Province of Quebec which will meet Quebec content requirements.  We also plan to operate as a manufacturer, outsourcing all major components to qualified suppliers.  The requirements to be a supplier of our company include having the necessary production capacity to meet our demands, and a having a quality assurance program and a quality control program that will ensure the components supplied will meet our standards. 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. Royalties We are committed under a license agreement to pay to Emergya Wind Technologies B.V. a royalty of 3% of related sales and 40% of any royalties received by our company from our sub-licensees.  In addition, we entered into a license agreement with GE Power Technology LLC to obtain certain licenses under GE Power Technology LLCs patents.  We agreed under the terms of the license agreement to pay GE Power Technology LLC a royalty equal to $32,500 per MW for each sale or shipment or portion thereof of a licensed product. Purchase of Significant Equipment We do not anticipate the purchase or sale of any plant or significant equipment during the next twelve-month period.  7       Employees We do not anticipate any significant changes in the number of employees during the next twelve-month period. Recent Accounting Pronouncements In February 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 155, "Accounting for Certain Hybrid Financial Instrumentsan amendment of FASB Statements No. 133 and 140 (SFAS 155).  SFAS 155 permits fair value of remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest only strips and principal only strips are not subject to the requirements of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"; establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not
embedded derivatives; and amended SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  SFAS No. 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after the beginning of an entitys first fiscal year that begins after September 15, 2006.  We are currently reviewing the effect, if any, the proposed guidance will have on our financial position. In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS 156).  In a significant change to current guidance, SFAS 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (1) Amortization Method or (2) Fair Value Measurement Method.  SFAS 156 is effective as of the beginning of an entitys first fiscal year that begins after September 15, 2006.  We are currently reviewing the effect, if any, the proposed guidance will have on our financial position. In July 2006 FASB issued Financial Accounting Standards Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48).  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS 109, Accounting for Income Taxes.  FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  We are currently reviewing the effect, if any, FIN48 will have on our financial position. In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108 (SAB 108), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.  SAB 108 was issued to provide consistency in how registrants quantify financial statement misstatements.  We are required to and will initially apply SAB 108 in connection with the preparation of our annual financial statements for the year ending July 31, 2007.  We do not expect the application of SAB 108 to have a material effect on our financial position and results of operations. In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which is effective for calendar year companies on January 1, 2008.  SFAS 157 defines fair value, establishes a framework for  8      measuring fair value in accordance with Generally Accepted Accounting Principles, and expands disclosures about fair value measurements.  SFAS 157 codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.  We are currently assessing the potential impacts of implementing this standard. In September 2006, the FASB issued SFAS 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and 132 (R) (SFAS 158).  SFAS 158 requires an employer to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.  The funded status of a benefit plan is defined as the difference between the fair value of the plan assets and the plans benefit obligation.  For a pension plan the benefit obligation is the projected benefit obligation and for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation.  SFAS 158 requires an employer to
recognize as a component of other comprehensive income, net of tax, the gains and losses and prior service costs or credits that arise during the period but that are not recognized as components of net periodic benefit costs pursuant to SFAS 87 Employers Accounting for Pensions.  SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year end.  Additional footnote disclosure is also required about certain effects on net periodic benefit cost for the next year that arise from the delayed recognition of gains or losses, prior service costs or credits, and transition asset or obligation.  Except for the year end measurement requirement, SFAS 158 is effective for the year ending July 31, 2007.  We do not anticipate that the adoption of SFAS 158 will have a material effect on our financial condition or operations. Application of Critical Accounting Policies Our financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles 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. 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. Research and development costs have been included in the cost of sales category of the accompanying statements of operations since our company is unable to separate the actual cost of sales from the research and development component.  9       Revenue Recognition We recognize revenues on a completed contract basis.  Under this method, the revenue and costs related thereto are deferred until such time as the project is completed, the customer takes ownership and assumes risks of loss, collection is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.  The amount of any excess accumulated costs over related billings will be described as "Costs of uncompleted contracts in excess of related billings" and will be a current asset.  The amount of any excess accumulated billings over related costs will be described as "Billings on uncompleted Contracts in excess of related costs" and will be a current liability. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  These estimates are based on management's best knowledge of current events and actions our company 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. Income Taxes We account for income taxes pursuant to 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 We account for foreign currency translation pursuant to SFAS No. 52, "Foreign Currency Translation".  Our functional currency is the Canadian dollar.  All assets and liabilities are translated into United States dollars using the rates prevailing at the end of the year.  Revenues and expenses are translated using the average exchange rates prevailing throughout the year. Unrealized foreign exchange amounts resulting from translations at different rates according to their nature are included in accumulated other comprehensive income or loss. Realized foreign currency transaction gains and losses are recognized as income or expense when they arise. 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 in the accompanying statements as comprehensive income (loss).  10       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.  Potentially dilutive securities include stock options and warrants, and shares of common stock issuable upon conversion of our convertible notes. 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 analysed 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 related asset or asset grouping are written down to their estimated fair value.  Long-lived assets to be disposed of are reported at the lower of the carrying amount or the fair value of the asset less cost to sell. Financial Instruments Unless otherwise noted, our management's opinion is that we are not exposed to significant interest, currency or credit risks arising from the financial instruments.  The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximates fair value because of the short-term maturity of these financial instruments. SFAS No. 105, "Disclosure of Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk", requires disclosure of any significant off-balance sheet risk and credit risk concentration.  We do not have significant off-balance sheet risk or credit concentration.  We maintain cash  with major financial institutions.  Our management does not consider this to be a significant credit risk as these banks and financial institutions are well-known. The long-term debt due to Emergya Wind Technologies B.V. was received and is payable in Euros, resulting in a currency risk. RISK FACTORS Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward-looking statements.  Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.  We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements. Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below.  We caution readers of this quarterly report that important factors in some cases have  11      affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.  In evaluating us, our business and any investment in our business, readers should carefully consider the following factors. RISKS RELATED TO OUR BUSINESS We have had 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 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, 2006, we have incurred aggregate net losses of $1,421,982 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  12      the future from our business will be dependent upon the successful commercialization of our wind turbines and the licensing of the technology and product lines developed by Lagerwey Windturbine B.V., which are subject to numerous risk factors as set forth herein. We expect to continue to incur development costs and operating costs.  Consequently, we expect to incur operating losses and negative cash flows until our products and licenses gain market acceptance sufficient to generate a sustainable level of income from the commercialization of our wind turbines and the licensing of the Lagerwey Windturbine B.V. technology and product lines.  Our history of losses and nominal operating results raise substantial doubt about our ability to continue as a going concern. We may lose our competitiveness if we are not able to protect our intellectual property rights against infringement, and any related litigation may be time-consuming and costly. Our success and ability to compete depends to a significant degree on our ability to protect our intellectual property rights.  If any of our competitors copy or otherwise gain access to our intellectual property or develop similar products independently, we may not be able to compete as 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. We did not generate any revenues from operations during our most recent fiscal year and 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  13      customer requirements.  Such competition will potentially affect our chances of achieving profitability, and ultimately affect our ability to continue as a going concern. If we fail to effectively manage the growth of our company and the commercialization or licensing of our products and services, our future business results could be harmed and our managerial and operational resources may be strained. As we proceed with the development of our products and services and the expansion of our commercialization efforts, we expect to experience significant growth in the scope and complexity of our business.  We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions.  We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations.  This growth is likely to place a strain on our management and operational resources.  The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition. Uncertainty in market conditions and other unforeseen factors may negatively affect our operations and financial condition. We participate in a relatively new marketplace, wind turbine development, which is susceptible to the risks of market change, new competition and other currently unforeseen factors.  Any event that negatively affects the sale of our products or services, or a change in competitors' strategies, significant quality problems, negative publicity or evaluation, reduced market acceptance or obsolescence of, our product offerings, a change in our operating environment, could have a material adverse effect on our business, financial condition or results of operations. If we do not keep pace with our competitors, technological advancements and market changes, our products may become obsolete and our business may suffer. The market for our products is very competitive, is subject to technological changes and varies for different individual customers.  Our growth and future financial performance depend in part on our ability to enhance existing wind turbines and to develop and introduce new turbine and renewable energy solutions to incorporate technological advances that satisfy local regulatory requirements or expectations. Many of our competitors have significantly greater resources and have developed products and processes that directly compete with our products. Our competitors may develop new wind turbines that directly compete with our wind turbines or even render our wind turbines obsolete.  If we are unable to bring our new product lines or renewable energy solutions to market on a timely or cost effective basis, or our competitors are able to develop products that achieve greater market acceptance than ours, our business and financial performance will suffer. 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  14      financial resources to develop or maintain our business until we could replace the individual or to replace any business lost by the death of that person.  The competition for qualified personnel in the markets in which we operate is intense.  In addition, in order to manage growth effectively, we must implement management systems and recruit and train new employees.  We may not be able to attract and retain the necessary qualified personnel.  If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business. Our company is dependent on various third parties to support our business, such as suppliers, licensors and manufacturers. We utilize a variety of third parties to support our business, such as suppliers and licensors and manufacturers.  Our ability to secure and maintain these relationships will be critical to the success of our business objectives, and conversely the inability to secure these future relationships on reasonable commercial terms represents a risk and could have a material adverse effect on our operations or financial condition. Most of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers. Although we are organized under the laws of the State of Nevada, United States, our principal business office is located in Toronto, Ontario, Canada.  Outside the United States, it may be difficult for investors to enforce judgments against us that are obtained in the United States in any action, including actions predicated upon civil liability provisions of federal securities laws.  In addition, all of our directors and officers reside outside the United States, and nearly all of the assets of these persons and our assets are located outside of the United States.  As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against us or such persons judgments predicated upon the liability provisions of United States securities laws.  There is substantial doubt as to the enforceability against us or any of our directors and officers
located outside the United States in original actions or in actions of enforcement of judgments of United States courts or liabilities predicated on the civil liability provisions of United States federal securities laws.  In addition, as the majority of our assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings against us.  Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever it is located, including property situated in other countries.  Courts outside of the United States may not recognize the United States bankruptcy court's jurisdiction.  Accordingly, you may have trouble administering a United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the United States.  Any orders or judgments of a bankruptcy court obtained by you in the United States may not be enforceable. 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.  15       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. NASD 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 National Association of Securities Dealers (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 NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The NASD 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  16      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 3.
        Controls And Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer, as appropriate, to allow timely decisions regarding required disclosure. Our management carried out an evaluation, under the supervision and with the participation of management, including our president and chief executive officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon the foregoing, our president and chief executive officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended October 31, 2006. There were no changes in the our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action. Part II.  OTHER INFORMATION Item 1.
        Legal Proceedings. We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. Item 2.
        Unregistered Sales of Equity Securities and Use of Proceeds. In connection with the share exchange agreement, on August 11, 2006 we completed a private placement offering of 2,500,000 units, at a price of $1.00 per unit, with Roche Capital Group S.A., with each unit consisting of one common share in the capital of our company and one common share purchase warrant.  Each common share purchase warrant is non-transferable and entitles the holder thereof to purchase one common share in the capital of the company, at a price of $1.50 per share, for a period of two years from the closing of the private placement.  We issued the common shares and the common share purchase warrants in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 to non-U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933). In connection with the closing of the share exchange agreement on August 11, 2006, our company issued 30,000,000 class A special voting shares to the four former shareholders of Priveco.  We issued the common shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 to non-U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933). Item 3.
        Defaults Upon Senior Securities. None.  17       Item 4.
        Submission of Matters to a Vote of Security Holders. 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. Item 5.
        Other Information. On November 29, 2006, our board of directors approved the dismissal of Madsen and Associates CPAs Inc. as our independent accountants and the appointment of SF Partnership LLP, an independent registered firm of Certified Public Accountants, as our independent accountants to audit our financial statements, which was reported in our current report on Form 8-K filed on December 12, 2006. During our two most recent fiscal years, and any subsequent interim periods preceding the change in accountants, there were no disagreements with Madsen and Associates CPAs Inc. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.  The report on the financial statements prepared by Madsen and Associates CPAs Inc., for the last two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principals.  The decision to change accountants was based on the determination by the board of directors that such a step was necessary in order that our auditors be familiar with our current business and that our auditors be located closer to our head offices and as such be more accessible to our company. Item 6.
        Exhibits. Exhibits Required by Item 601 of Regulation S-B.  ExhibitNumber
        Description(2)
        Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession2.1
        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-laws3.1
        Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 29, 2003).3.2
        Bylaws (incorporated by reference from our Registration Statement on Form SB-2 Filed on October 29, 2003).3.3
        Certificate of Amendment filed with the Nevada Secretary of State on June 19, 2006  (incorporated by reference from our Current Report on Form 8-K filed on September 11, 2006).   18        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 Contracts10.1
        Participation and Shareholders Agreement dated July 20, 2005, among Americas Wind Energy Inc., Wind en Water Technologies B.V., DOEN Participaties B.V., Meltech Holding B.V. and Emergya Wind Technologies B.V. (incorporated by reference from our Current Report on Form 8-K filed on September 11, 2006).10.2
        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).(21)
        Subsidiaries of the Small Business Issuer6544797 Canada Ltd.
Americas Wind Energy Inc.(31)
        Section 302 Certifications31.1*
        Section 302 Certification.(32)
        Section 906 Certification32.1*
        Section 906 Certification. * filed herewith  19        20      SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant 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, Acting Principal Financial Officer and Acting Principal Accounting Officer) Date:  December 15, 2006