---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2009

or

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

For the transition period from ____________________________ to
____________________________

Commission File Number 000-50861

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

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

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

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

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

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

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


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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
31,319,279 common shares issued and outstanding as of March 23, 2009

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.











2

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AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIODS ENDED JANUARY 31, 2009 AND 2008

UNAUDITED

(EXPRESSED IN U.S. DOLLARS)





CONTENTS

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

---

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)Condensed Consolidated Interim Balance Sheets 
  January 31, 2009 and July 31, 2008 
  (Expressed in U.S. Dollars)

|                                                                            |   | January 31, |   |   | July 31,   |  
|--------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                            |   | 2009        |   |   | 2008       |  
|                                                                            |   | (Unaudited) |   |   | (Audited)  |  
|                                                                            |   |             |   |   |            |  
|ASSETS                                                                      |  
|Current Assets                                                              |   |             |   |   |            |  
|Cash                                                                        | $ | -           |   | $ | 89,186     |  
|Accounts receivable (note 4)                                                |   | 68,705      |   |   | 102,639    |  
|Other
      receivables                                                     |   | 14,500      |   |   | 14,084     |  
|Costs on uncompleted contracts
      in excess of related billings          |   |             |   |   |            |  
|(note 5)                                                                    |   | 846,593     |   |   | 1,407,313  |  
|Prepaid expenses                                                            |   | 12,725      |   |   | 52,707     |  
|Total Current Assets                                                        |   | 942,523     |   |   | 1,665,929  |  
|Equipment, Net(note 6)                                                      |   | 5,503       |   |   | 7,601      |  
|Accounts Receivable, Noncurrent(note 4)                                     |   | 40,765      |   |   | 48,830     |  
|Intangible Asset,Net(note 7)                                                |   | 1,670,284   |   |   | 2,043,303  |  
|Total Assets                                                                | $ | 2,659,075   |   | $ | 3,765,663  |  
|LIABILITIES                                                                 |  
|Current Liabilities                                                         |   |             |   |   |            |  
|Bank indebtedness                                                           | $ | 19,720      |   | $ | -          |  
|Accounts payable                                                            |   | 579,845     |   |   | 639,174    |  
|Accrued liabilities                                                         |   | 84,950      |   |   | 183,333    |  
|Billings on
      uncompleted contracts in excess of related costs (note 5) |   | 940,730     |   |   | 940,730    |  
|Due to stockholders (note 8)                                                |   | 520,952     |   |   | 493,903    |  
|Convertible loan
      payable (note 9)                                     |   | 364,324     |   |   | 312,506    |  
|Provision for contract losses
      (note 10)                               |   | 701,557     |   |   | 1,256,717  |  
|Total Current Liabilities                                                   |   | 3,212,078   |   |   | 3,826,363  |  
|Total Liabilities                                                           |   | 3,212,078   |   |   | 3,826,363  |  
|                                                                            |   |             |   |   |            |  
|STOCKHOLDERS' DEFICIT                                                       |  
|Capital Stock                                                               |   |             |   |   |            |  
|Class "A" special voting shares,
      no par value;                        |   |             |   |   |            |  
|30,000,000 shares authorized, 21,184,615 shares                             |   |             |   |   |            |  
|issued and
      outstanding, however deemed to be                          |   |             |   |   |            |  
|cancelled                                                                   |   | -           |   |   | -          |  
|Common stock, $0.0001 par value
      per share;                            |   |             |   |   |            |  
|100,000,000 shares authorized; 31,319,279 shares                            |   |             |   |   |            |  
|issued and
      outstanding; 21,184,615 shares deemed                      |   |             |   |   |            |  
|issued and outstanding                                                      |   | 5,250       |   |   | 5,250      |  
|Additional Paid-In Capital                                                  |   | 2,461,602   |   |   | 2,461,602  |  
|Accumulated Other Comprehensive Income
      (Loss)                         |   | 352,432     |   |   | (104,355   | )
|Accumulated Deficit During the Development Stage                            |   | (3,372,287  | ) |   | (2,423,197 | )
|Total Stockholders' Deficit                                                 |   | (553,003    | ) |   | (60,700    | )
|Total Liabilities and Stockholders' Deficit                                 | $ | 2,659,075   |   | $ | 3,765,663  |  

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

F-1

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AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)Condensed Consolidated Interim Statements of
  Operations and Comprehensive Loss 
  For the Six-Month Periods Ended January
  31, 2009 and 2008 and the 
  Period from July 29, 2002 (date of inception)
  through January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

Cumulativefrom Inception(July 29,Three Months
      
      
      Three Months
      
      
      Six Months
      
      
      Six Months
      
      
      2002
      )Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      throughJanuary 31,
      
      
      January 31,
      
      
      January 31
      
      
      January 31,
      
      
      January 31,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009Sales
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      1,591,693Cost of Sales
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      3,154,198Gross Loss
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,562,505
      )ExpensesGeneral and administrative
      
      107,375
      
      
      166,507
      
      
      211,485
      
      
      206,068
      
      
      2,370,994License fee
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      27,711Royalty fee
      
      -
      
      
      29,249
      
      
      -
      
      
      29,249
      
      
      25,755Foreign exchange loss
      
      84,600
      
      
      -
      
      
      605,456
      
      
      7,031
      
      
      262,109Depreciation and amortization
      
      25,205
      
      
      6,072
      
      
      45,507
      
      
      12,302
      
      
      199,729Total Expenses
      
      217,180
      
      
      201,828
      
      
      862,448
      
      
      254,650
      
      
      2,886,298Loss from Operations
      
      (217,180
      )
      
      (201,828
      )
      
      (862,448
      )
      
      (254,650
      )
      
      (4,448,803
      )Other Income (Expenses)Gain on sale of
        investment in EmergyaWind
        Technologies B.V. Inc.
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,129,247Gain on settlement of
        debt
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      311,205Gain on sale of equipment
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      199,156Other income
      
      -
      
      
      99
      
      
      -
      
      
      1,040
      
      
      81,951Interest expense and financingcosts
      
      (39,362
      )
      
      (7,762
      )
      
      (86,642
      )
      
      (16,056
      )
      
      (701,746
      )Total Other Income (Expenses)
      
      (39,362
      )
      
      (7,663
      )
      
      (86,642
      )
      
      (15,016
      )
      
      1,019,813Loss Before Income Taxes
      
      (256,542
      )
      
      (209,491
      )
      
      (949,090
      )
      
      (269,666
      )
      
      (3,428,990
      )Benefit from income taxes (note 12)
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      56,703Net Loss
      
      (256,542
      )
      
      (209,491
      )
      
      (949,090
      )
      
      (269,666
      )
      
      (3,372,287
      )Foreign currency
        translationadjustments
      
      46,837
      
      
      177,380
      
      
      456,787
      
      
      115,673
      
      
      352,432Comprehensive Loss
      $
      (209,705
      )
      $
      (32,111
      )
      $
      (492,303
      )
      $
      (153,993
      )
      $
      (3,019,855
      )Loss per Share
         Basic and Diluted $
      
      (0.00
      )
      $
      (0.00
      )
      $
      (0.01
      )
      $
      (0.00
      )Weighted Average Number of SharesOutstanding During the
        Periods Basic and Diluted
      
      52,503,894
      
      
      52,503,894
      
      
      52,503,894
      
      
      52,503,894


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

F-2

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AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)Condensed Consolidated Interim Statements of
  Cash Flows 
  For the Six-Month Periods Ended January 31, 2009 and 2008 and 
  Cumulative from Inception (July 29, 2002) through January 31, 2009
  (Expressed in U.S. Dollars) 
  Unaudited

|                                                                  |   |          |   |   |          |   |   | Cumulative from         |  
|----------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | ----------------------- | -
|                                                                  |   |          |   |   |          |   |   | Inception July 29, 2002 |  
|                                                                  |   |          |   |   |          |   |   | (Date of Inception)     |  
|                                                                  |   |          |   |   |          |   |   | through                 |  
|                                                                  |   | 2009     |   |   | 2008     |   |   | January 31, 2009        |  
|Cash Flows from Operating
      Activities                        |   |          |   |   |          |   |   |                         |  
|Net loss                                                          | $ | (949,090 | ) | $ | (269,666 | ) | $ | (3,372,287              | )
|Adjustments for:                                                  |   |          |   |   |          |   |   |                         |  
|Accretion on convertible loan payable                             |   | 42,816   |   |   | -        |   |   | 70,725                  |  
|Interest on convertible loan payable                              |   | 11,367   |   |   | -        |   |   | 21,586                  |  
|Depreciation and amortization                                     |   | 45,507   |   |   | 12,302   |   |   | 199,729                 |  
|Provision for contract losses                                     |   | (384,201 | ) |   | -        |   |   | 893,363                 |  
|Gain
      on sale of investment in EWT B.V. Inc.                 |   | -        |   |   | -        |   |   | (1,129,247              | )
|Gain on settlement of debt                                        |   | -        |   |   | -        |   |   | (311,205                | )
|Gain
      on sale of equipment                                   |   | -        |   |   | -        |   |   | (199,156                | )
|Changes in non-cash working capital, net of effects               |   |          |   |   |          |   |   |                         |  
|from acquisition:                                                 |   |          |   |   |          |   |   |                         |  
|Accounts receivable                                               |   | 41,254   |   |   | 277,451  |   |   | (110,215                | )
|Other receivables                                                 |   | (416     | ) |   | 11,175   |   |   | (8,798                  | )
|Costs on uncompleted contract in excess of related billings       |   | 560,720  |   |   | (282,260 | ) |   | (846,593                | )
|Prepaid expenses                                                  |   | 39,982   |   |   | (59,415  | ) |   | (12,725                 | )
|Accounts payable                                                  |   | (59,329  | ) |   | 62,963   |   |   | 578,174                 |  
|Accrued liabilities                                               |   | (98,383  | ) |   | (31,774  | ) |   | 84,950                  |  
|Billings on
      uncompleted contract in excess of related costs |   | -        |   |   | (15,989  | ) |   | 940,730                 |  
|                                                                  |   |          |   |   |          |   |   |                         |  
|Net Cash Used in Operating
      Activities                       |   | (749,773 | ) |   | (295,213 | ) |   | (3,200,969              | )
|                                                                  |   |          |   |   |          |   |   |                         |  
|Cash Flows from Financing
      Activities                        |   |          |   |   |          |   |   |                         |  
|Proceeds from
      issuance of common stock                      |   | -        |   |   | -        |   |   | 2,550,090               |  
|Proceeds from bank overdraft                                      |   | 19,720   |   |   | -        |   |   | 19,720                  |  
|Proceeds from
      convertible loan payable                      |   | -        |   |   | -        |   |   | 275,000                 |  
|Proceeds from issuance of warrants                                |   | -        |   |   | -        |   |   | 75,000                  |  
|Cash of subsidiary
      acquired                                 |   | -        |   |   | -        |   |   | 231                     |  
|Increase in advances from investors                               |   | -        |   |   | -        |   |   | 1,321,677               |  
|Decrease in
      advances from investors                         |   | -        |   |   | -        |   |   | (1,321,677              | )
|Advances from Digital Predictive Systems Inc.                     |   | -        |   |   | -        |   |   | 1,713,046               |  
|Repayment to
      Digital Predictive Systems Inc.                |   | -        |   |   | -        |   |   | (1,713,046              | )
|Due to stockholders                                               |   | 27,049   |   |   | 19,888   |   |   | 520,952                 |  
|Stock issuance
      costs                                        |   | -        |   |   | -        |   |   | (162,500                | )
|                                                                  |   |          |   |   |          |   |   |                         |  
|Net Cash Provided by Financing
      Activities                   |   | 46,769   |   |   | 19,888   |   |   | 3,278,493               |  
|                                                                  |   |          |   |   |          |   |   |                         |  
|Cash Flows from Investing Activities                              |   |          |   |   |          |   |   |                         |  
|Proceeds from sale of investment in Emergya Wind                  |   |          |   |   |          |   |   |                         |  
|Technologies B.V. Inc.                                            |   | -        |   |   | -        |   |   | 1,931,479               |  
|Proceeds from sale of equipment                                   |   | -        |   |   | -        |   |   | 295,755                 |  
|Acquisition of
      equipment                                    |   | -        |   |   | (4,670   | ) |   | (165,322                | )
|Advances to Emergya Wind Technologies B.V. Inc.                   |   | -        |   |   | -        |   |   | (798,257                | )
|Acquisition of
      intangible                                   |   | -        |   |   | -        |   |   | (1,731,802              | )
|                                                                  |   |          |   |   |          |   |   |                         |  
|Net Cash Used in Investing Activities                             |   | -        |   |   | (4,670   | ) |   | (390,623                | )
|                                                                  |   |          |   |   |          |   |   |                         |  
|Effect of Exchange Rate Change on Cash                            |   | 613,818  |   |   | (22,230  | ) |   | 390,623                 |  
|                                                                  |   |          |   |   |          |   |   |                         |  
|Change in Cash                                                    |   | (89,186  | ) |   | (302,225 | ) |   | -                       |  
|Cash - Beginning of
      Period                                  |   | 89,186   |   |   | 674,556  |   |   | -                       |  
|                                                                  |   |          |   |   |          |   |   |                         |  
|Cash - End of Period                                              | $ | -        |   | $ | 372,331  |   | $ | -                       |  

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

F-3

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**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Americas Wind Energy Corporation (the "Company") was
      incorporated under the laws of the State of Nevada on August 22, 2003. The
      Company was acquired in a reverse merger transaction on August 11, 2006.
      The Company changed its ordinary course of business from that of
      establishing a marine adventure tourism business to that of manufacturing
      and distributing wind power turbines to wind farm developers throughout
      the Americas through its operating subsidiary incorporated in Canada,
      Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the
      wind turbines business since July 29, 2002.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Development Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company's business activity is the manufacturing and
      distribution of wind power turbines to wind farm developers in the
      Americas. The Company has researched and developed wind turbines to be
      efficient in the North American market. The Company has also commenced
      discussions with strategic market partners to seek equity financing
      through a private placement of common stock.                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Going Concern Assumption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company's 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's negative working capital and accumulated deficit
      during the development stage raise substantial doubt as to its ability to
      continue as a going concern. As of January 31, 2009, the Company had a
      negative working capital of $2,269,555 and an accumulated deficit during
      the development stage of $3,372,287.                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company's continuance as a going concern is dependent
      on the success of the efforts of its Directors and principal stockholders
      in providing financial support in the short term; raising additional
      long-term equity or debt financing either from its own resources or from
      third parties; and the commercialization of one or more of the Company's
      research projects and achieving profitable operations. In the event that
      such resources are not secured, the assets may not be realized or
      liabilities discharged at their carrying amounts, and differences from the
      carrying amounts reported in these consolidated financial statements could
      be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The accompanying condensed consolidated interim financial
      statements do not include any adjustments to reflect the possible future
      effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the inability of
      the Company to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                      

F-4

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**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

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

F-5

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

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

F-6

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

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

F-7

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

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

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

|   | The fair value hierarchy also requires an entity to
      maximize the use of observable inputs and minimize the use of unobservable
      inputs when measuring fair value. Cash (Level 1), accounts receivable,
      other receivables, bank indebtedness, accounts payable, accrued
      liabilities, due to stockholders and convertible loan payable (Level 2)
      are reflected in the consolidated interim balance sheet at carrying value,
      which approximates fair value due to the short-term nature of these
      instruments.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Accounts Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                                |   | 2009    |  
| | ------------------------------ | - | ------- | -
| |                                |   |         |  
| | Accounts receivable - trade    | $ | 68,705  |  
| | Accounts receivable - holdback |   | 40,765  |  
| |                                |   |         |  
| |                                |   | 109,470 |  
| | Less: non-current portion      |   | (40,765 | )
| |                                |   |         |  
| | Current portion                | $ | 68,705  |  

Accounts receivable - holdback
  represents an amount specified under certain contracts that the customer is
  contractually entitled to withhold until completion of the project or until
  certain project milestones are achieved.

F-8

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

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

| |                                         |   | 2009       |  
| | --------------------------------------- | - | ---------- | -
| |                                         |   |            |  
| | Costs incurred on uncompleted contracts | $ | 3,456,369  |  
| | Billings to date                        |   | (3,550,506 | )
| |                                         |   |            |  
| |                                         | $ | (94,137    | )

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

| |                                                                    |   | 2009     |  
| | ------------------------------------------------------------------ | - | -------- | -
| |                                                                    |   |          |  
| | Costs on uncompleted contracts in excess of
      related billings | $ | 846,593  |  
| | Billings on uncompleted contracts in excess of related
      costs |   | (940,730 | )
| |                                                                    |   |          |  
| |                                                                    | $ | (94,137  | )

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

| |                         |   |        |  |   | 2009         |  
| | ----------------------- | - | ------ |  | - | ------------ | -
| |                         |   |        |  |   | Accumulated  |  
| |                         |   | Cost   |  |   | Depreciation |  
| |                         |   |        |  |   |              |  
| | Computer equipment      | $ | 12,343 |  | $ | (10,149      | )
| | Computer software       |   | 4,297  |  |   | (4,176       | )
| | Manufacturing equipment |   | 4,010  |  |   | (822         | )
| |                         |   |        |  |   |              |  
| | Total                   | $ | 20,650 |  | $ | (15,147      | )
| |                         |   |        |  |   |              |  
| | Net carrying amount     |   |        |  | $ | 5,503        |  

Depreciation expense charged to
  operations amounted to $893 for the six months ended January 31, 2009.

F-9

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|7. | Intangible Asset, Net
|-- | ---------------------

| |                        |   |           |   |   | 2009         |  
| | ---------------------- | - | --------- | - | - | ------------ | -
| |                        |   |           |   |   | Accumulated  |  
| |                        |   | Cost      |   |   | Depreciation |  
| |                        |   |           |   |   |              |  
| | License right          | $ | 2,179,440 |   | $ | (130,766     | )
| | Translation adjustment |   | (402,542  | ) |   | 24,152       |  
| |                        |   |           |   |   |              |  
| |                        | $ | 1,776,898 |   | $ | (106,614     | )
| |                        |   |           |   |   |              |  
| | Net carrying amount    |   |           |   | $ | 1,670,284    |  

|   | On April 23, 2004, the Company entered into a license
      agreement with Emergya Wind Technologies B.V. Inc. ("EWT") to obtain the
      North American intellectual property rights and know-how relating to EWT's
      medium capacity wind turbines, for an indefinite period of time. The
      license fee was acquired for 1,350,000 euros (equivalent to
      $2,179,440).                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Amortization expense charged to operations amounted to
      $37,580 for the six months ended January 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | Due to Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The amounts due to stockholders are unsecured and have no
      fixed terms of repayment. All amounts bear interest of 10% per
      annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9. | Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 6, 2008, the Company received $350,000 pursuant
      to a convertible loan agreement. The convertible loan bears interest at 2%
      above the Bank of Canada's prime rate per annum (as of January 31, 2009,
      the Bank of Canada's rate was 3%), payable quarterly, is unsecured, and
      matured on March 6, 2009. If the loan is not repaid in full on the date of
      maturity, Smart Goal Investment Limited (herein the holder) may convert
      the outstanding balance into common shares of the Company at $0.32 per
      share (see note 14(b)) for events subsequent to January 31,
      2009.   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At the date of issuance, the conversion feature of the
      convertible loan was in-the-money. The intrinsic value of this
      beneficial conversion feature was $278,560. In accordance with EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion
        Features or Contingently Adjustable Conversion Ratios,and EITF
      00-27, Application of Issue No. 98-5 to Certain Convertible
        Instruments,this amount was measured but was not recognized as of
      January 31, 2009. This amount will be recorded as additional paid-in
      capital only when the contingency is resolved.

F-10

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|9.  | Convertible Loan Payable(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In addition, the Company has issued warrants to purchase
      546,875 common shares of the Company at an exercise price of $0.35. In
      accordance with APB Opinion No. 14, Accounting for Convertible Debt
        and Debt Issued with Stock Purchase Warrants,$275,000 of the cash
      consideration received by the Company has been allocated to the
      convertible loan and $75,000 has been allocated to the warrants based on
      their relative fair values at the date of issuance of convertible loan.
      The convertible loan is being accreted to its face value through a
      periodic charge to interest expense using the effective interest rate
      method. Accretion included in the interest and financing costs for the six
      months ended January 31, 2009 amounted to $42,816.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | Provision for Contract Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Based on its review of the expected profitability on our
      contracts, management's best estimate of contract losses from uncompleted
      contracts amounted to $701,557 as of January 31, 2009 (January 31, 2008 -
      NIL).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company incurred the following amounts with related
      parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                  |   | 2009    | 
| | -------------------------------- | - | ------- | 
| | a)        Consulting
      fees  |   |         | 
| |                                  |   |         | 
| | Stockholders                     | $ | 104,573 | 
| |                                  |   |         | 
| | b)        Interest
      expense |   |         | 
| |                                  |   |         | 
| | Stockholders                     | $ | 24,310  | 

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

F-11

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|12. | Income Taxes                                            
|--- | --------------------------------------------------------
|    |                                                         
|    | The Company's current income taxes are as
      follows:

| | Expected income tax recovery at the
      statutory rate |   |          |  
| | -------------------------------------------------------- | - | -------- | -
| | of 34.6%                                                 | $ | 328,346  |  
| | Other permanent differences                              |   | (758     | )
| | Translation adjustment                                   |   | (63,521  | )
| | Change in valuation allowance                            |   | (264,067 | )
| |                                                          |   |          |  
| | Benefit from income taxes                                | $ | -        |  

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

| |                                  |   | 2009       |  
| | -------------------------------- | - | ---------- | -
| |                                  |   |            |  
| | Net operating loss carryforwards | $ | 1,049,903  |  
| | Provision for contract losses    |   | 242,669    |  
| | Intangible asset                 |   | 36,878     |  
| | Accrued warranty                 |   | 5,133      |  
| | Other deferred tax assets        |   | 6,369      |  
| | Accounts receivable - holdback   |   | (14,101    | )
| | Valuation allowance              |   | (1,326,851 | )
| |                                  |   |            |  
| | Net                              | $ | -          |  

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

F-12

---

**AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)**Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|12. | Income Taxes(contd)                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                           
|    | As of January 31, 2009, the Company had $3,031,563 of
      Federal, provincial and state net operating loss carryforwards (including
      losses of $313,475 in the U.S.) available to offset future taxable income.
      Such carryforwards expire in:

2014
      $
      493,0192016
      
      22,3362024
      
      14,8482025
      
      83,8782026
      
      7,4642027
      
      451,0862028
      
      678,2082029
      
      1,280,724$
      3,031,563


|13. | Cash Flow Supplemental Information                               
|--- | -----------------------------------------------------------------
|    |                                                                  
|    | Non-cash financing and investing activities are as
      follows:

| |                                            |   |      |  |   |      |  |   | Cumulative from |  
| | ------------------------------------------ | - | ---- |  | - | ---- |  | - | --------------- | -
| |                                            |   |      |  |   |      |  |   | Inception       |  
| |                                            |   |      |  |   |      |  |   | (July 29, 2002  | )
| |                                            |   |      |  |   |      |  |   | through         |  
| |                                            |   |      |  |   |      |  |   | January 31,     |  
| |                                            |   | 2009 |  |   | 2008 |  |   | 2009            |  
| |                                            |   |      |  |   |      |  |   |                 |  
| | Acquisition of subsidiary, net of cash     |   |      |  |   |      |  |   |                 |  
| | acquired, through share exchange           | $ | -    |  | $ | -    |  | $ | 4,031           |  
| |                                            |   |      |  |   |      |  |   |                 |  
| | Issuance of compensation options as        |   |      |  |   |      |  |   |                 |  
| | commission for the
      private placement | $ | -    |  | $ | -    |  | $ | 40,275          |  

F-13

---

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARY 
  (A
  DEVELOPMENT STAGE COMPANY)Notes to Condensed Consolidated Interim
  Financial Statements 
  January 31, 2009 
  (Expressed in U.S. Dollars) 
  Unaudited

|13. | Cash Flow Supplemental Information(contd)                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                  
|    | During the period, the Company had cash flows arising
      from interest and income taxes paid as
      follows:

| |              |   |      |  |   |      |  |   | Cumulative from  |  
| | ------------ | - | ---- |  | - | ---- |  | - | ---------------- | -
| |              |   |      |  |   |      |  |   | Inception        |  
| |              |   |      |  |   |      |  |   | (July 29, 2002   | )
| |              |   |      |  |   |      |  |   | through          |  
| |              |   | 2009 |  |   | 2008 |  |   | January 31, 2009 |  
| |              |   |      |  |   |      |  |   |                  |  
| | Income taxes | $ | -    |  | $ | -    |  | $ | -                |  
| |              |   |      |  |   |      |  |   |                  |  
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039          |  

|14. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    | b)               
|    |                  
|    |                  
|    |                  
|    | c)               
|    |                  
|    |                  

F-14

---

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

General Overview

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

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

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

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

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

4

---

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

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

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

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

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

We will receive a fee based on a percentage of EWT-Americas
business with a pre-determined list of present and potential AWE customers in
the territory. The fee, to a maximum amount of $28 million, is payable over the
next 5 years beginning immediately.

Our Current Business

We have been engaged in the business of distributing wind power
turbines to wind farm developers throughout North America. Our business strategy
was to generate revenues through the sale of medium sized wind turbines and the
licensing of Lagerwey wind turbine technology and product lines.

Our company focused on the manufacturing and marketing of
medium sized (500  1,000 megawatt (MW)) wind turbines for the North American
market. Our strategy was to manufacture as much as possible in North America,
providing both cost effectiveness and local content. All of our projects to date
have made use of local tower manufacturers.

Our company held an exclusive license from Emergya Wind
Technologies B.V., for the technology and product lines in the medium sized wind
turbine class developed by Lagerwey Windturbine B.V., for North America. We
replaced the European designed power converter in the Lagerwey product with a
North American designed and manufactured power converter to meet North American
standards and electrical grid requirements. The resulting product combines state
of the art European wind turbine technology and experience with North American
power electronics.

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

Cash Requirements

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

Estimated
        Funding Required During the Next 12 MonthsExpense
      AmountProfessional fees
      $150,000


5

---

Other general administrative expenses
    $600,000License Fees
    NilRoyalty Fees
    NilTotal
    $750,000


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

Purchase of Significant Equipment

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

Trends and Uncertainties

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

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

Employees

As of March 23, 2009, we had two employees consisting of Harold Dickout, our chief executive officer, president and chairman, Frank Pickersgill, our secretary. We plan to hire additional employees when circumstances warrant.

Going Concern

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

Off-Balance Sheet Arrangements

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

Results of Operations

Three month Summary ending January 31, 2009 and 2008

Three Months EndedJanuary 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      217,180
      
      $
      201,828Other Expenses
      $
      39,362
      
      $
      7,663Net Loss
      $
      256,542
      
      $
      209,491


6

---

Expenses

Our operating expenses for the three month periods ended
January 31, 2009 and 2008 are outlined in the table below:

Three Months EndedJanuary 312009
      
      
      2008General and Administrative
      $
      107,375
      
      $
      166,507License Fee
      $
      Nil
      
      $
      NilRoyalty Fee
      $
      Nil
      
      $
      29,249Foreign Exchange Loss
      $
      84,600
      
      $
      NilDepreciation and amortization
      $
      25,205
      
      $
      6,072


Operating expenses for the three months ended January 31, 2009,
increased by 7.61% as compared to the comparative period in 2008 primarily as a
result of an increase in foreign exchange loss and depreciation and
amortization.

Six month Summary ending January 31, 2009 and 2008

Six Months EndedJanuary 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      862,448
      
      $
      254,650Other Expenses
      $
      86,642
      
      $
      15,016Net Loss
      $
      949,090
      
      $
      269,666


Expenses

Our operating expenses for the six month periods ended January
31, 2009 and 2008 are outlined in the table below:

Six Months EndedJanuary 312009
      
      
      2008General and Administrative
      $
      211,485
      
      $
      206,068License Fee
      $
      Nil
      
      $
      NilRoyalty Fee
      $
      Nil
      
      $
      29,249Foreign Exchange Loss
      $
      605,456
      
      $
      7,031Depreciation and amortization
      $
      45,507
      
      $
      12,302


Operating expenses for the six months ended January 31, 2009,
increased by 238.68% as compared to the comparative period in 2008 primarily as
a result of increases in foreign exchange loss and depreciation and
amortization.

Equity Compensation

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

7

---

Liquidity and Financial Condition

Working CapitalAt
    
    
    At
    
    
    PercentageJanuary 31,
    
    
    July 31, 2008
    
    
    Increase/Decrease2009Current Assets
    $
    942,523
    
    $
    1,665,929
    
    
    (43.42%)Current Liabilities
    $
    3,212,078
    
    $
    3,826,363
    
    
    (16.05%)Working Capital
    $
    (2,269,555
    )
    $
    (2,160,434
    )
    
    5.05%


Cash FlowsSix Months
    
    
    Six MonthsEnded
    
    
    EndedJanuary 31,
    
    
    January 31,2009
    
    
    2008Net Cash Used
      in Operating Activities
    $
    (749,773
    )
    $
    (295,213
    )Net Cash Provided by Financing Activities
    $
    46,769
    
    $
    19,888Net Cash Used in Investing
      Activities
    $
    Nil
    
    $
    4,670Effect of Exchange Rate Changes
    $
    613,818
    
    $
    (22,230
    )Decrease In
      Cash during the Period
    $
    (89,186
    )
    $
    (302,225
    )


As of January 31, 2009, our company had working capital deficit
  of $2,269,555.

Contractual Obligations

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

Critical Accounting Policies

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

Basis of Presentation

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

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.

8

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Use of Estimates

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

Item 3. Quantitative Disclosures About Market Risks

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

Item 4. Controls and Procedures.

Managements Report on Disclosure Controls and Procedures

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

As of January 31, 2009, the end of our quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over
financial reporting that occurred during our quarter ended January 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

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

9

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

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

Risks Related to Our Business

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

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

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

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

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

Since inception through January 31, 2009, we have incurred aggregate net losses of $3,019,856 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 have been
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.

10

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

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

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

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

Risks Related To Our Company Stock

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

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

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

The Securities and Exchange Commission has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with

11

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their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document in a form prepared by the
Securities and Exchange Commission, which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

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

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

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

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

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

12

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Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                             
|(2)     | Plan of Purchase, Sale, Reorganization, Arrangement,
      Liquidation or Succession                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                             
|2.1     | Share Exchange Agreement dated August 11, 2006, among
      Northwest Passage Ventures, Ltd., 6544797 Canada Ltd., Americas Wind
      Energy Inc. and the shareholders of Americas Wind Energy Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      September 11, 2006)
|        |                                                                                                                                                                                                                                                                                                             
|(3)     | Articles of Incorporation and By-laws                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                             
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form SB-2 filed on October 29, 2003)                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                             
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form SB-2 Filed on October 29, 2003)                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                             
|3.3     | Certificate of Amendment filed with the Nevada Secretary
      of State on June 19, 2006 (incorporated by reference from our Current
      Report on Form 8-K filed on September 11, 2006)                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                             
|3.4     | Certificate of Amendment filed with the Nevada Secretary
      of State on October 16, 2006 (incorporated by reference from our Current
      Report on Form 8-K filed on October 16, 2006)                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                             
|(10)    | Material Contracts                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                             
|10.1    | License Agreement dated April 23, 2004, among Americas
      Wind Energy Inc. and Emergya Wind Technologies B.V. (incorporated by
      reference from our Current Report on Form 8-K filed on September 11, 2006)                                                                                          
|        |                                                                                                                                                                                                                                                                                                             
|10.2    | Convertible Loan Agreement between our company and Smart
      Goal Investment Limited (incorporated by reference from our Current Report
      on Form 8-K filed on April 11, 2008)                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                             
|10.3    | Sublicense Agreement dated March 5, 2009 (incorporated by
      reference from our Current Report on Form 8-K filed on March 11, 2009)                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                             
|10.4    | GE Assignment Agreement dated March 5, 2009 (incorporated
      by reference from our Current Report on Form 8-K filed on March 11, 2009)                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                             
|10.5    | Rural Assignment Agreement dated March 5, 2009
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 11, 2009)                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                             
|10.6    | Waverly Assignment Agreement dated March 5, 2009
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 11, 2009)                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                             
|(16)    | Letter on Change in Certifying Accountant                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                             
|16.1    | Letter from Madsen and Associates CPAs Inc. regarding
      change in certifying accountant. (incorporated by reference from our
      Current Report on Form 8-K filed on December 12, 2006)                                                                                                              

13

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|Exhibit |                                                
|------- | -----------------------------------------------
|Number  | Description                                    
|        |                                                
|(21)    | Subsidiaries of the Small Business
      Issuer
|        |                                                
|        | 6544797 Canada Ltd.                            
|        |                                                
|        | Americas Wind Energy Inc.                      
|        |                                                
|(31)    | Section 302 Certifications                     
|        |                                                
|31.1*   | Section
      302 Certification                
|        |                                                
|(32)    | Section 906 Certification                      
|        |                                                
|32.1*   | Section
      906 Certification                

* Filed herewith

14

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SIGNATURES

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

|                      | AMERICAS WIND ENERGY CORPORATION                               
|--------------------- | ---------------------------------------------------------------
|                      | (Registrant)                                                   
|                      |                                                                
|                      |                                                                
|Dated: March 23, 2009 | /s/ *Harold C.F. Dickout*                                      
|                      | Harold C.F. Dickout                                            
|                      | President, Chief Executive Officer, Chairman
      and Director
|                      | (Principal Executive Officer, Principal
      Financial Officer
|                      | and Principal Accounting Officer )                             

15

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