UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K   X.ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2009.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from ________  to ______  Commission File Number 000-26673  WELWIND ENERGY INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter)  Delaware98-0207081(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.) 10-20172 113B Avenue, Maple Ridge, British Columbia, Canada V2X 0Y9 (Address of principal executive offices)  (604) 460-8487 (Registrant's telephone number, including area code)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X.  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes .  No X.  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.  Yes X.  No .  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K..  Indicate by checkmark whether the registrant is a shell company (as defined in Rule 126.2 of the Exchange Act). Yes . No X.  The aggregate market value of the voting and non-voting common equity on June 30, 2009 held by non-affiliates of the registrant based on the average bid and asked price of such stock on such date was approximately $2,372,262. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.  Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 .Smaller reporting company  X.(Do not check if a smaller reporting company)  The number of shares of common stock outstanding as of December 31, 2009 was 228,897,692.    WELWIND ENERGY INTERNATIONAL CORPORATION   Table of Contents  PagePART IItem 1Business4Item 1ARisk Factors14Item 1BUnresolved Staff Comments14Item 2Properties15Item 3Legal Proceedings15Item 4Submission of Matters to a Vote of Security Holders15PART IIItem 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16Item 6Selected Financial Data17Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations17Item 7AQuantitative and Qualitative Disclosures about Market Risk20Item 8Financial Statements and Supplementary Data21Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure22Item 9A(T)Controls and Procedures22Item 9BOther Information23PART IIIItem 10Directors and Executive Officers and Corporate Governance24Item 11Executive Compensation26Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters28Item 13Certain Relationships and Related Transactions29Item 14Principal Accountant Fees and Services29PART IVItem 15Exhibits and Financial Statement Schedules30
  2     FORWARD-LOOKING STATEMENTS   This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as anticipate, expect, intend, plan, believe, foresee, estimate and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:  · The availability and adequacy of our cash flow to meet our requirements; · Economic, competitive, demographic, business and other conditions in our local and regional markets; · Changes or developments in laws, regulations or taxes in our industry; · Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; · Competition in our industry; · The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; · Changes in our business strategy, capital improvements or development plans; · The availability of additional capital to support capital improvements and development; and · Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.  You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.  Use of Term  Except as otherwise indicated by the context, references in this report to Company, WEIC, we, us and our are references to Welwind Energy International Corporation.  All references to USD or United States Dollars refer to the legal currency of the United States of America and all other references to $ refer to the legal currency of Canada.    3    PART I  ITEM 1.    BUSINESS  Overview  We see wind power becoming an efficient power source globally. Welwinds current projects focus is in the wind energy sector with future renewable energy applications under consideration. Renewable energy is power that comes from renewable resources such as the sun, wind and organic matter. These resources are constantly replenished by nature and are a cleaner source of energy. Welwinds goal is to add more renewable energy globally, resulting in cleaner air and a more stable energy supply for our future.  Welwind Energy International was founded to build, own and operate wind farms on an international scale. Our current project focus is to bridge the North America-China link by building wind farms in China. The Company will also work on extending its business plan into other markets including Canada and the United States.  Our Corporate History   The Company was incorporated on December 18, 1997, pursuant to the laws of the State of Delaware under the name of Autoeye Inc. On February 25, 2000, as part of an acquisition of The Forest Industry Online Inc., we changed our name to forestindustry.com, Inc. Prior to this acquisition, our Company was inactive. On October 25, 2002, we entered into a share exchange agreement with GolfLogix, Inc., a British Columbia, Canada Corporation (GolfLogix Canada) that was incorporated in February 2000, as West Coast Electric Vehicle Distributors, Inc. Under the terms of the Share Exchange Agreement, we acquired all of the outstanding shares of GolfLogix Canada in exchange for 2,500,000 shares of our common stock. As a result, GolfLogix Canada was a wholly owned subsidiary of our Company.  Prior to the acquisition of Golflogix Canada, our business activities included designing web sites and operating and maintaining a computer internet web site for companies associated with the forest and wood product industries. However, subsequent to the acquisition of this business we failed to generate profitability and incurred negative cash flows from operations. GolfLogix Canada, a distributor of golfing merchandise and has entered into an agreement to purchase a licensing right to market and distribute the GolfLogix System in Canada.  After our acquisition of GolfLogix Canada, on November 30, 2002, we entered into a stock purchase agreement with Cherry Point Consulting, resulting in a divestiture of the assets of Forest Industry Online. Under the agreement, Cherry Point Consulting purchased shares of Forest Industry Online and assumed all of the related assets and liabilities of the same. On January 7, 2003, we changed our name to Global Golf Holdings, Inc.  On April 15, 2004, the Company filed a Form 8-K announcing that due to lack of success in executing the Companys business plan and considerable under funding of the same, that the Board of Directors had determined that it was no longer viable to continue operations under the current business plan.  On November 23, 2004 the Registrant closed on the Agreement with Low Carb Centre and affiliates (hereinafter LCC). LCC is a privately held company organized under the laws of British Columbia, Canada with its primary business being the retail sales and distribution of gourmet low carbohydrate food products through its traditional brick-and-mortar retail stores and the World Wide Web at www.lowcarbcentre.com. The Low Carb Bakery (LCB) is a privately held company organized under the laws of British Columbia, Canada with its primary business being the manufacturing of food products for the LCC retail market. McNabb & Associates (MNA) is a privately held company organized under the laws of British Columbia, Canada with its primary business being the management and supervision of the business operations of both LCC and LCB.  Under the terms of the LCC Transaction, the Registrant acquired substantially all of the assets of LCC, including, but not limited to, LCCs suppliers, customer and vendor lists and records pertaining thereto, the trade names Low Carb Centre, Low Carb Bakery and McNabb and Associates, all registered and unregistered trademarks, service marks, sales marks, colors, names and slogans relating to the business, and all applications for any of the foregoing, together with all of the Sellers rights to use all of the foregoing forever, and all goodwill associated with the foregoing, the existing phone number(s) and websites of the business, all assets referred to or referenced within any audited financial statements of the business in preparation or consideration of the closing of the LCC Transaction and any and all recipes, trade secrets, trade practices, décor, goodwill, clients, equipment, furniture, assets, machinery, trade fixtures, miscellaneous supplies, inventory, existing contracts and tangible personal property.  Consideration for the LCC Transaction was 14,743,199 newly issued shares of the Registrant post-reverse split. The terms and conditions of the Agreement were determined in arms length negotiations between the Registrant and LCC.  4     The terms and conditions of the Asset Purchase Agreement were determined in arms length negotiations between the Company and LCC.  Since the LCC Transaction effectively constituted a reverse purchase with the management and shareholders of LCC essentially assuming the same positions in Vitasti, reverse purchase accounting principles were utilized by the Company in accounting for that transaction.  The Acquisition of Welwind Energy International Corporation (an Alberta, CanadaCcorporation).  On April 11, 2006, the Company and Welwind Energy International Corporation, a Corporation duly incorporated under the laws of the Province of Alberta, Canada, and the shareholders of Welwind Energy International Corporation (the Shareholders), entered into a Share Exchange Agreement (the Agreement). The Agreement was closed on the 17th of August 2006. Per the Agreement, the Company acquired 100% of Welwind Energy International Corporation (WEIC) in exchange for 11,000,000 unregistered shares of Vitasti, which were distributed to the Shareholders as required by the terms of the Agreement. The Shareholders are subject to the resale provisions of Rule 144.  On October 26, 2006, the Company filed in the office of the Secretary of State for the State of Delaware a Certificate of Amendment to the Companys Certificate of Incorporation, causing the name of the Company to be changed from Vitasti, Inc. to Welwind Energy International Corp.  WEIC was founded in 2005 to build, own and operate wind farms on an international scale. Our current project is to bridge the North America-China link by building wind farms in China beginning along the South China Sea.  Our projects in China will be considered, at least initially, small scale wind power wind farms, which the name is given to wind generation systems with the capacity to produce 50 kW or less of electrical power. Isolated communities, that otherwise rely on diesel generators, may use wind turbines to displace diesel fuel consumption. Individuals may purchase these systems to reduce or eliminate their dependence on grid electricity for economic or other reasons, or to reduce their carbon footprint. Wind turbines have been used for household electricity generation in conjunction with battery storage over many decades in remote areas. Increasingly, U.S. consumers are choosing to purchase grid-connected turbines in the 1 to 10 kilowatt range to power their whole homes. Household generator units of more than 1kW are now functioning in several countries, and in every state in the U.S. Grid-connected wind turbines may use grid energy storage, displacing purchased energy with local production when available. Off-grid system users can either adapt to intermittent power or use batteries, photovoltaic or diesel systems to supplement the wind turbine. In urban locations, where it is difficult to obtain predictable or large amounts of wind energy (little is known about the actual wind resource of towns and cities), smaller systems may still be used to run low power equipment. Equipment such as parking meters or wireless Internet gateways may be powered by a wind turbine that charges a small battery, replacing the need for a connection to the power grid, making the potential carbon savings of small wind turbines difficult to determine.  Organizational Structure  Our current organizational structure is summarized by the illustration below:  [welwind10k123109001.jpg]   5    Overview of our Industry  The Company is engaged in the research, development and construction of wind farms, primarily involving small scale wind power. Our ultimate goal is to build small to medium scale wind farms of which our company has operating control. It is our goal to have our wind farm connected to the general utility electric grid to produce clean, environmentally-sound wind power for use by the electric power industry.  Our Management has been involved in the wind power industry for more than 10 years. We have experience in the design, manufacture, maintenance and sale of wind turbines, as well as the full-scale development of wind farms. We hold contract rights, are involved with projects in development and under negotiation, and provide development activities in the wind power industry.  A wind farm is a group of wind turbines in the same location used for production of electric power. Individual turbines are interconnected with a medium voltage (usually 34.5 kV) power collection system and communications network. At a substation, this medium-voltage electrical current is increased in voltage with a transformer for connection to the high voltage transmission system. A large wind farm may consist of a few dozen to about 100 individual wind turbines, and cover an extended area of hundreds of square miles (square kilometers), but the land between the turbines may be used for agricultural or other purposes. A wind farm may be located off-shore to take advantage of strong winds blowing over the surface of an ocean or lake.  A new Carbon Trust study into the potential of small-scale wind energy has found that small wind turbines could provide up to 1.5 terawatt hours (TW·h) per year of electricity and 0.6 million tonnes of carbon dioxide (Mt CO2) emission savings. This is based on 10% of households installing turbines at costs competitive with grid electricity, which is currently around 12p per kilowatt-hour.  Distributed generation from renewable resources is increasing as a consequence of the increased awareness of climate change. The electronic interfaces required to connect renewable generation units with the utility system can include additional functions such as active filtering to enhance the power quality.  What is Wind Power?  Wind power is the conversion of wind energy into a useful form, such as electricity, using wind turbines.  Wind energy has historically been used directly to propel sailing ships or converted into mechanical energy for pumping water or grinding grain, but the principal application of wind power today is the generation of electricity. Wind power, along with solar power, is non-dispatchable, meaning that for economic operation all of the available output must be taken when it is available, and other resources, such as hydroelectricity, must be used to match supply with demand.  What is a MET tower?  MET towers(Meteorological towers), are used to gather wind data necessary for site evaluation and development of wind energy projects.  [welwind10k123109002.jpg]  MET tower instrumentation data logs wind direction and speed. In addition the MET tower can be equipped to record temperature, solar radiation and air pressure if necessary.  6     The most reliable wind energy assessments depend on wind data recorded continually, over a 1 year period at 40 and 60 meter heights (or greater). The wind data is sampled periodically (every 10 minutes is typical) and stored locally at the tower base using solid state memory devices. MET towers data loggers can be fitted with web server software and an internet connection for remote downloading of the meteorological information stored at the site.  MET tower installation costs typically range between $45,000 - $100,000 (tubular v. lattis) depending on site conditions and the necessity for site improvement, as well as the instrumentation and data logging strategies employed.  Note: Wind turbine efficiencies are proportional (in part) to the turbine rotor diameter. Since modern rotor diameters can exceed 80 meters it is necessary to gather information on the differing wind conditions that exist along the radius of a rotor blade. Wind differences occur in great part as a result of wind shear, or drag, along hilly contours and heavily wooded or developed surfaces surrounding the turbine. Wind readings at different heights are used to extrapolate wind energy data for all heights along the rotor diameter.  Market Overview  Demand for electricity has dramatically increased as our society has become more technologically driven, demand for Green Energy has also dramatically increased due to consumers desire to become environmentally conscious. Both trends are expected to continue. Significant new capacity for the generation of electricity will be required to meet anticipated demand.  Most of the worlds main energy sources are still based on the consumption of non-renewable resources such as petroleum, coal, natural gas and uranium. However, while still a small segment of the energy supply, renewable sources such as wind power are growing rapidly in market share. Wind power delivers multiple environmental benefits. Wind power operates without emitting any greenhouse gases and has one of the lowest greenhouse gas lifecycle emissions of any power technology. Wind power results in no harmful emissions, no extraction of fuel, no radioactive or hazardous wastes and no use of water to steam or cooling. Wind projects are developed over large areas, but their carbon footprint is light. Farmers, ranchers and most other land owners can continue their usual activities after wind turbines are installed on their property.  According to the U.S. Department of Energy, Energy Information Administrations publication Renewable Resources in the U.S. Electricity Supply, wind power generation is projected to increase eight-fold between 1990 and 2010, a rate of 10.4% per year. Annual growth in the wind power industry for the past ten years has exceeded 28% per year according to the Global Wind Energy Council. Although wind power produces under 1% of electricity worldwide according to the Global Wind Energy Councils Global Wind 2007 Report, it is a leading renewable energy source and accounts for 19% of electricity production in Denmark (according to the U.S. Department of Energys Energy Facts web page), 10% in Spain and 7% in Germany (according to the Global Wind Energy Councils Europe region web page).  Wind power has become a mainstream option for electricity generation, and we believe that it is a critical element to solving climate change and delivering cost-effective power.  According to the Global Wind Energy Councils Global Wind 2007 Report, the United States led the world in wind power installations in 2007 and global wind capacity increased by more than 20,000 megawatts, with 5,244 megawatts installed in the United States alone. Spain and China were the second and third largest wind power growth countries in 2007 with 3,522 megawatts and 3,304 megawatts of wind power capacity added, respectively, according to the report.  Wind power can deliver zero-emissions electricity in large amounts. Wind projects do not use any fuel for their operations, so the price of wind power does not vary when fuel prices increase. When utilities acquire wind power, they lock in electricity at a stable price for, on average, 20 years or more.  Wind, however, is intermittent and electricity generated from wind power can be highly variable. Good site selection and advantageous positioning of turbines on a selected site are critical to the economic production of electricity by wind energy. In our experience, the primary cost of producing wind-powered electricity is the construction cost; wind energy has no fuel costs and relative low maintenance costs.  Though we have largely focused on the development of wind projects in China we intend to identify sites to produce wind energy in the United States and Canada.  Growth in Demand for Wind Power  Growth in wind power is being driven by several environmental, socio-economic and energy policy factors that include:   7     ·ongoing increases in electricity demand due to population growth and growth in energy consuming devices such as computers, televisions and air conditioning systems,·the increasing cost of the predominant fuels required to drive the existing fleet of conventional electric generation such as coal, natural gas, nuclear and oil,·the increasing cost and difficulty faced in the construction of conventional electric generation plants,·existing and growing legislative and regulatory mandates for cleaner forms of electric generation,·ongoing improvements to wind power systems making them more cost effective and improving availability to meet demand, and·worldwide concern over greenhouse gas emissions and calls to reduce global warming due to the carbon dioxide produced by conventional electric generation.  Chinas abundant inland and offshore wind energy resources provide potential for large-capacity, in-grid wind farms. By the end of 2005, China had built 59 wind farms with 1,854 wind turbine generators and a 1,266 megawatt in-grid wind power installed capacity.   CHINAS WIND POWER POTENTIAL[welwind10k123109004.gif]green=great, pink=good, blue=ok, yellow=poor
(offshore & coastal potential not shown)  Today, wind power in China is developing rapidly and receives particularly strong government support. The new Renewable Energy Law and its detailed incentive policies reflect the Chinese governments intention to build up this industry. By 2020, China plans to have 30 gigawatts of wind power.  European companies dominate Chinas wind power equipment market. Among U.S. companies, only GE Wind Power is active in China. In 2005, GE Wind Power occupied 3% of the in-grid wind turbine market in China.  According to the China Academy of Meteorological Sciences, the country possesses a total 235 gigawatts of practical onshore wind power potential that can be utilized at 10 meters above the ground. Annual potential production from wind power could reach 632.5 gigawatts if the annual, full-load operation reaches 2,000-2,500 hours. A detailed survey is needed, however, for economically utilizable wind power resources. The potential for offshore wind power is even greater, estimated at 750 gigawatts. Offshore wind speed is higher and more stable than onshore wind, and offshore wind farm sites are closer to the major electricity load centers in eastern China. Areas rich in wind power resources are mainly concentrated in two areas: northern Chinas grasslands and Gobi desert, stretching from Inner Mongolia, Gansu, and Xinjiang provinces; and in the east coast from Shangdong and Liaoning and the Southeast Coast in Fujian and Guangdong provinces.  In 1986, China built its first wind farm in Rongcheng, Shandong Province. From 1996 to 1999, in-grid wind power developed very quickly, entering a localization stage. By the end of 2004, there were 43 wind farms with 1291 wind turbines in China, with 764 megawatts of installed capacity. Liaoning, Xinjiang, Inner Mongolia, and Guangdong experienced the fastest wind power development, representing 60% of the installed power generating capacity of national wind power. Currently, Xinjiangs Dabancheng is the largest wind farm in China, with 100 megawatts of installed power generating capacity. Most generators range from 500 kilowatts to 1 megawatt, accounting for 84% of Chinas wind turbine generators.   8    Regulations and Economic Incentive Plans Implemented by Chinese Government for Renewable Energy Projects  To support the development of wind power technology and growth of the in-grid wind power market, the Chinese government has recently pushed hard on renewables, and it implemented a series of projects and also stipulated a series of economic incentive policies:  Ride the Wind Program [welwind10k123109006.gif]Windmills, while still subsidized, are
economically viable in high-wind areas
(photo: Nordex 2.5 MW units)  To import technology from foreign companies and to establish a high-quality Chinese wind turbine generator sector, the former State Development and Planning Commission (SDPC) initiated the Ride the Wind Program in 1996. This initiative led to two joint ventures, NORDEX (Germany) and MADE (Spain). These JVs effectively introduced 600kilowatts wind turbine generator manufacturing technology of 600 kilowatts into China.  National Debt Wind Power Program  To encourage the development of domestic wind power equipment manufacturing, the former State Economic & Trade Commission (SETC) implemented the National Debt Wind Power Program. This program required the purchase of qualified, locally-made wind power components for new generation projects. Chinas government provided bank loans with subsidized interest to wind farm owners of as compensation for the risk of using locally-made wind turbine generators. These loans funded construction of demonstration project wind farms with a total installed capacity of 8megawatts. This program has been completed.  Wind Power Concession Project  The National Development and Reform Commission (NDRC) initiated the Wind Power Concession Project in 2004 with a 20-year operational period. This program aims to reduce the in-grid wind power tariff by building large capacity wind farms and achieving economies of scale. Each of the wind farms built in this program must reach a 100 megawatts capacity. By 2006, NDRC had approved 5 wind farms, in Jiangsu, Guangdong, Inner Mongolia, and Jilin Province.  In any typical wind power concession, the power grid company signs a long-term power purchase agreement with the wind power project investor and agrees to purchase electricity generated by the project. The bidding competition determines in-grid tariff and the agreement clearly prescribes the quantity of in-grid wind power to be purchased. The duration of the agreement covers the total operation period of the wind project.  Therefore, the investor minimizes risk in recovering investment costs. The concession agreement between the government and project investor guarantees the power-purchase agreement. All end-users of the grids electricity share the tariff increase due to wind power purchase. As incentives, the government waves import customs tariff and VAT on the equipment and accessories.  Although Chinas government has, for many years, encouraged the use of wind power, favorable conditions for wide-scale development have yet to develop. Through the wind power concession project, the Chinese government hopes to create further incentives for companies to develop this renewable energy resource. The concession agreement and long-term power purchase agreement protect the interests of wind power investors, encouraging large companies, especially foreign ones, to invest in the Chinese wind power sector. Under this policy, market risk is reduced significantly, which in turn reduces the risk premium of the internal rate of return for wind power projects. Eventually, the wind tariff shared by end-users will be cut due to this decreased risk.   9    The Chinese government has expanded the capacity of wind farms to a 100 megawatt level, and has created new wind power tariffs based on the market mechanism and tendering process. This has attracted a number of Chinese companies into this program. Through successful implementation of the project, the Chinese government hopes to make wind power an economically-viable power choice, effectively competing with conventional power sources in China.  [welwind10k123109007.jpg]  Incentive policies have finally begun to emerge within China. China encourages the development of wind power in its National Middle and Large Term Development Plan. It is estimated that Chinas installed capacity of wind power will reach it will achieve 30 gigawatts by 2020.  In February 2005, Chinas Renewable Energy Law was formulated and was put into effect on January 1, 2006. The law stipulates that the power grid company must sign a grid connection agreement with the wind power generating company and purchase the full amount of the wind power generated by it. The wind power tariff will be determined by the wind farm project tendering. The winners quoted tariff will be the tariff of that wind farm project.  Wind power is a priority National Clean Development Mechanism Project, i.e., wind farm developers can sell Certified Emission Reduction Certificates (CERs) to developed countries under the terms of the Kyoto Protocol.  The Chinese government reduced the Value-added Tax (VAT) for wind power from 17% to 8.5% in 2001 and adjusted the import custom tariff of wind turbine generator sets to 8% and that of its components to 3% in 2004. The import duty of wind power equipment and accessories can be waived if it is for the wind farm developers own use.  Some local governments in Guangdong, Jilin, Xinjiang and Inner Mongolia formulated their own incentive policies to develop wind power. By the end of 2005, Chinas wind power installed capacity was about 1gigawatts. According to NDRCs planning, Chinas wind power installed capacity will reach 5gigawatts by 2010 and 30-40 gigawatts by 2020. According to statistics, the cost of wind power is 33%-60% higher than that of coal, which makes the wind power tariff 68%-94% higher than the coal tariff. Industry expert predicts that the wind power can be commercially viable and compete with clean coal-fired power economically by 2020.   10     [welwind10k123109008.jpg]  On any listing of the very best prospects for China-focused wind sector business development, these would be amongst the top priorities:  -Large capacity wind turbine generators, especially at the 1megawatts level and above. -Design and operation technology of large-scale wind farms.  Development trends for single wind turbine generators favor large capacity sets, especially at the 1 megawatt level. Before 1997, the 1 megawatt-level wind turbine generators occupied less than 10% of the worldwide market share. In 2001 that figure had risen to 52.3% and reached 62.1% in 2002. Although China has the ability to manufacture wind turbine generators below the 750 kilowatt level, production of higher capacity generators remains a challenge.  Although China has made a prototype of a 1.2 megawatt level wind turbine, it has only been used for demonstration projects. International suppliers will find strong demand in China for wind turbine generators at 1 megawatt and above levels. Beyond the manufacturing sector, Chinese companies also lack experience for investment, design, and operation of large wind farms.  With the recent passage of China's new Renewable Energy Law, one of the world's largest economies has now made one of the largest state-sponsored commitments toward renewable energy. China's government imposed a national renewable energy requirement that is expected to boost the use of renewable energy capacity up to 10 percent by the year 2020.  The law requires power grid operators to purchase resources from registered renewable energy producers. The law also offers financial incentives, such as a national fund to foster renewable energy development, and discounted lending and tax preferences for renewable energy projects.  Rapid economic development throughout China has resulted in a significant increase in energy consumption, leading to a rise in harmful emissions and power shortages. The Renewable Energy Law is designed to help protect the environment, prevent energy shortages, and reduce dependence on imported energy.  China's new law sets the stage for the widespread development of renewables, particularly for commercial scale renewable generating facilities. Through this legislation, the State officially encourages the construction of renewable energy power facilities. China's electricity grid is obligated to purchase all the electricity generated by approved renewable energy facilities located in its service area. The grid's buying price for renewables will be set by the National Development and Reform Commission (NDRC), a regulatory department of the State Council. NDRC will adjust the buying price from time to time as necessary. The cost of purchasing this power will be spread across all customers on the grid.  NDRC will also implement a national renewable energy plan, including specific renewable energy targets that will act as the framework for implementation of the law. Provincial planning agencies will then develop their more specific implementation plans. The law includes other details related to the purchase and use of solar photovoltaics (PV) and solar water heating as well as renewable energy fuels. Finally, the law includes specific penalties for non-compliance with the law.     11    Our Wind Farm Portfolio  We have two (2) wind projects in Chinas Guangdong Province. The following provides an overview of the two projects, including current status:  Project NameMegawattsPhaseZhanjiang Project49 - 400Local Approvals Secured, Pending Construction Permit and Possible Site RelocationYangxi Project49 -400Development Agreement with City of Yangxi signed in June 2007, Wind Testing Completed,  Project Proposal & Feasibility Report along with the Grid Connection Report Anticipated by end of Q3 2009 for Submission to City of Yangxi  Our plan is to develop 49Mw per project per year upon the commencement of construction (subject to securing necessary approvals), which is the maximum allowed by the provincial government.  The Zhanjiang Project  The Zhanjiang Windcor Windfarm Ltd. (ZWWL) began operations in 2006.  The ZWWL was acquired by the Company as part of the acquisition of Welwind (the Alberta corporation) in August 2006.  The ZWWL is the through which all operations pertaining to the Zhanjiang Project would be handled.  The ZWWL commenced initial operations in April 2006, with such operations including establishment of an office location.  The ZWWL projects proposed located will be on Donghai Island.  A MET tower was installed and began collecting wind data in June 2006.  The data collected was processed in accordance with strict industry standard procedures and correlating data from the 80 meter meteorological tower on site has ensured accurate compilation of atmospheric conditions during the testing period.  Installation of a 750 KW test turbine was completed in May 2007.  ENGAA, the turbine manufacturer, immediately commenced monitoring the data from this first turbine. By July 2007, ENGAA had completed its commissioning stage of the Zhanjiang Turbine and had begun to assess and analyze the data from that turbine.  A Project Feasibility Study Report and Grid Connection Report were finalized in November 2007 by the Guangdong Electric Power Design Institute, and subsequently submitted to the Guangdong Power Grid Corporation for review in anticipation of finalizing a Power Connection Agreement (PCA).  Competition  Large utility companies dominate the energy production industry and coal continues to dominate as the primary resource for electricity production. Electricity generated from wind energy faces competition from other traditional resources such as nuclear, oil and natural gas. The advantages of conventional production of electricity are that:  · the technology and infrastructure already exist for the use of fossil fuels such as coal, oil and natural gas, · commonly-used fossil fuels in liquid form such as light crude oil, gasoline and liquefied petroleum gas are easy to distribute, and · petroleum energy density (an important element in land and air transportation fuel tanks) in terms of volume (cubic space) and mass (weight) is superior to some alternative energy sources.  However, energy produced by conventional resources also faces a number of challenges including:  · the inefficient atmospheric combustion (burning) of fossil fuels leads to the release of pollution into the atmosphere including carbon dioxide which is largely considered the primary cause of global warming, · dependence on fossil fuels from volatile regions or countries of the world creates energy security risks for dependent countries, · fossil fuels are non-renewable unsustainable resources which will eventually decline in production and become exhausted with potentially dire consequences to societies that remain highly dependent on them, and · extraction of fossil fuels is becoming more expensive and more dangerous as readily-available resources are exhausted and mines get deeper and oil rigs must drill deeper and further out in oceans.  12     In contrast, electricity generated from wind energy:  · produces no water or air pollution that can contaminate the environment because there are no chemical processes involved in wind power generation; therefore, there are no waste by-products such as carbon dioxide, · does not contribute to global warming because it does not generate greenhouse gases, · is a renewable source of energy, and · in the case of community wind power, farming and grazing can still take place on land occupied by wind turbines.  However, wind energy producers also face certain obstacles including:  · the reality that wind is unpredictable and, therefore, wind power is not predictably available, and when the wind speed decreases, less electricity is generated, · residents in communities where wind farms exist may consider them an eyesore, and · wind farms, depending on the location and type of turbine, may negatively affect bird migration patterns and may pose a danger to the birds themselves; however, newer, larger wind turbines have slower moving blades which seem to be visible to most birds.  We expect that primary competition for the wind power industry will continue to come from utility company producers of electricity generated from coal and other non-renewable energy sources.  New entrants in the wind power development market, however, face certain barriers to entry. The capital costs of buying and maintaining turbines are high. Other significant factors include the cost of land acquisition, the availability of transmission lines, land use considerations and the environmental impact of construction and operations. Finally, another critical barrier to entry into the wind power development business is the necessary experience required to bring project to the point where they are able to secure interconnection agreements, power purchase agreements and project financing for construction.  Wind Energy Industry Participants  As wind energy technology gains wider acceptance, competition may increase as large, well-capitalized companies enter the business. As previously stated, wind energy is the fastest growing source of energy worldwide for three consecutive years. Energy companies such as British Petroleum, Shell Oil Companys Wind Energy arm, Siemens and other major companies in the energy sector, see opportunities in wind power development.  Additionally, there are many smaller companies that are seeking out opportunities in the wind energy sector.  In some cases, competitors may have longer operating histories, more customers, greater financial strength, more name recognition, and larger technical staffs. These competitors may be able to more readily identify and acquire suitable locations to exploit the growth in the wind energy sector more easily because of their financial resources and awareness in the market. Our larger competitors can also devote substantially more resources to business development and may adopt more aggressive pricing policies.  Recent Business Developments  The Zhanjiang Government and Zhanjiang Development and Reform Commission jointly held a meeting on January 10, 2010, to discuss the relocation of Welwind Energy International's Zhanjiang wind farm project. Welwind was informed that the two government bodies reached a consensus to relocate the Company's project to Nansan Island (Nansandao) in Guangzhou. Nansan Island is located approximately 8 miles from the Zhanjiang Airport with a short ferry ride from the mainland. Nansan Island occupies an area of 123.4 square kilometers, with a coastline of 83 kilometers. Nansan Island is a famous tourist location and has a population of 72,000. It is expected that the power generated from the Company's wind farm will be sent to the mainland utilizing a local bridge connecting Nansan and Potou District of Zhanjiang, which is currently under construction and it is expected to be completed this year.  It is anticipated that approval for the relocation will be finalized during the first or second quarter of 2010.  The Company has decided to focus its efforts on the Zhanjiang project, and will no longer be pursuing the Yangxi project.  Our Competitive Advantages  We believe that our experience in developing wind farm projects in new market areas will enable us to continue to successfully implement our business plan. Further, we believe our managements understanding of deregulated energy markets enables us to maximize the value of our development portfolio. Our team has experience in site selection, market analysis, land acquisition, community relations, permitting, financing, regulation and construction.  13     As a result of our project portfolio and management team, we enjoy strong relationships with key trading partners that are required for successful wind farm development. These relationships include regulators, turbine suppliers, electric component suppliers, equity investors, project lenders, engineering firms, constructors, electric transmission operators and electric utilities.  Distribution  The Company continually analyzes population growth and both national and international economic factor, in determining energy demands in identified areas. Should the Company make the determination and successfully identify suitable property or properties, the Company would test the site to determine whether sufficient wind energy resources are available to effectively and efficiently displace current electricity sources, thus reducing pollution from fossil fuel. Upon completion of the analysis, the Company would attempt, if conditions were favorable, to obtain land right and apply for permits to install and operate a wind power generating plant.  Intellectual Property  We depend on our ability to develop and maintain the proprietary aspects of our technology to distinguish our products from our competitors products. To protect our proprietary technology, we rely primarily on a combination of confidentiality procedures. It is our policy to require employees and consultants to execute confidentiality agreements and invention assignment agreements upon the commencement of their relationship with us. These agreements provide that confidential information developed or made known during the course of a relationship with us must be kept confidential and not disclosed to third parties except in specific circumstances and for the assignment to us of intellectual property rights developed within the scope of the employment relationship.  Governmental Regulation  We do not use, generate or discharge toxic, volatile or otherwise hazardous chemicals and wastes in our research and development and manufacturing activities. However, we are subject to a variety of foreign, federal, state and local governmental regulations. At this time, we believe that we have all permits necessary to conduct our business.  We are not aware of any environmental investigation, proceeding or action by foreign, federal or state agencies involving our current facilities or operations. If we fail to comply with present or future environmental regulations, we could be subject to fines, suspension of production or a cessation of operations. Any failure by us to adequately comply with existing and future regulations could subject us to financial liabilities, operational interruptions and adverse publicity, any of which could materially and adversely affect our business, results of operations and financial condition.   Employees  As of December 31, 2009, we employed five full-time employees and ten part-time employees. None of our employees is subject to a collective bargaining agreement and we believe that relations with our employees are very good. We also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.  Change in Reporting Currency  Effective January 1, 2005, the Company changed its reporting currency from the U.S. dollar to the Canadian dollar. The reason for this change was because a majority of the Companys assets and operations are located in Canada. All amounts set forth in this filing are in Canadian Dollars, unless otherwise indicated.   WHERE YOU CAN GET ADDITIONAL INFORMATION  We file electronically with the Securities and Exchange Commission our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  You may obtain a free copy of our reports and amendments to those reports on the day of filing with the SEC by going to http://www.sec.gov.   ITEM 1A.   RISK FACTORS  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.   ITEM 1B.   UNRESOLVED STAFF COMMENTS  None.  14      ITEM 2.      PROPERTIES  Or principal executive office is located at 203-22561 Dewdney Trunk Road, Maple Ridge, British Columbia Canada V2X 3K1. Our telephone number is (604) 463-8487. We rent, on a yearly basis, approximately 700 square feet of office space for $702.54 per month.  The Company entered into a three year lease for office space on January 1, 2010. The space we lease is utilized for office purposes. It is our belief that the various spaces are adequate for our immediate needs. Additional space may be required as we expand our wind farm activities. We do not foresee any significant difficulties in obtaining any required additional facilities. We do not own any real estate.  Our China office is located near our active project as indicated below:  Zhanjiang Windcor Windfarm Ltd:  Address: Room E12, E13 Flourishing Silver Masion, 12 Lvhua Road,  Zhanjiang Guangdong, China Office Size: 978 square feet Total: $1789.00 (approximate based on actual amount paid in Chinese currency) Lease term: Two years (November 2008 to November 2010)   ITEM 3.      LEGAL PROCEEDINGS  From time to time, we are involved in routine legal matters incidental to our business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.  Consistent with Item 103 of Regulation S-K, we are presently involved in the following material pending legal proceedings not incidental to the business of the Company:  On August 14, 2009, Chong Jian Zhao filed a suit in the Supreme Court of British Columbia naming the Registrant as the sole defendant. Mr. Zhao alleges that he is entitled to certain shares of the Registrant's common stock for services rendered. The Registrant disputes Mr. Zhao's claims. Mr. Zhao is seeking for specific performance as to the shares he claims that he is owed. The First Action is in its initial stages. Due to lack of discovery, an evaluation of the likelihood of an unfavorable outcome or the range of potential loss is not possible at this time. Thus, no liability is recorded at December 31, 2009.  On September 22, 2009, Manning Elliott LLP ("ME") filed a suit in the Supreme Court of British Columbia naming the Registrant as the sole defendant. ME alleges that the Registrant has failed to pay certain monies owed to ME for services rendered. The Registrant disputes the amount owed. ME is seeking payment of all outstanding fees in the amount of $55,249. The outstanding fee are accrued in the accounts payable balance of $164,515 at December 31, 2009.   ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     During the fourth quarter of 2009, there were no matters submitted to a vote of the stockholders.   15    PART II  ITEM 5. MARKET FOR THE COMPANYS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Price Range of Our Common Stock  Our shares of common stock commenced trading on the OTC Bulletin Board (OTCBB) on February 24, 2003.  Prior to November 01, 2006, our trading symbol was VITS. On November 01, 2006, to reflect our new name, our trading symbol was changed to WWEI. The OTCBB is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. An OTCBB equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange. The reported high and low bid and ask prices for the common stock are shown below for the period from January 1, 2008 through December 31, 2009.  BidHighLow2008 Fiscal YearFirst Quarter$0.14$0.05Second Quarter$0.21$0.03Third Quarter$0.15$0.05Fourth Quarter$0.12$0.04BidHighLow2009 Fiscal YearFirst Quarter$0.06$0.02Second Quarter$0.02$0.01Third Quarter$0.02$0.01Fourth Quarter$0.02$0.00  Our common stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in penny stocks. Those disclosure rules applicable to penny stocks require a broker dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission. That disclosure document advises an investor that investment in penny stocks can be very risky and that the investors salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in penny stocks, to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and 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. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.  Holders  As of December 31, 2009, there were 122 holders of record of our common stock.  Dividends  We have not paid any cash dividends on our common stock or preferred stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock or preferred will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock or preferred stock will be paid in the future.   16    Securities Authorized for Issuance Under Equity Compensation Plans  On February 4, 2008, the board of directors adopted the 2008 Equity Incentive Plan. The 2008 Equity Incentive Plan reserves 20,000,000 shares of our common stock for issuance in connection with stock options, stock awards and other equity-based awards.  Recent Sales of Unregistered Securities  None, other than those set forth in the Form 8-Ks filed during the year ended December 31, 2009 or as set forth elsewhere in this Report.  ITEM 6. SELECTED FINANCIAL DATA  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.  The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.  Balance Sheet  As at December 31, 2009, the Company had total assets of $564,131 compared with total assets of $615,862 as at December 31, 2008.  The assets are comprised of $6,741 of cash, $1,090 of accounts receivable, $1,104 of prepaid expenses and $555,196 of property and equipment, of which the majority of these assets are for our wind projects in China.  The Company had total liabilities of $1,731,253 as at December 31, 2009 compared with $1,356,400 as at December 31, 2008.  The increase in total liabilities is attributed to the fact that the Company incurred operating costs during the year but did not issue any equity financing/private placements for cash proceeds and relied on financing of activity through related party financing.  During the year ended December 31, 2009, the Company issued 40,735,855 common shares to settle outstanding debt and consulting and professional services incurred by the Company.  Operating Revenues  We have not generated any revenues since inception.  Operating Expenses  During the year ended December 31, 2009, the Company incurred operating expenses totaling $963,874 compared with $5,067,886 for the year ended December 31, 2008.  The decrease in operating expenses is attributed to the fact that the Company issued stock-based compensation of $3,504,002 in fiscal 2008 compared with $643,640 in fiscal 2009 as well as loss on settlement of debt of $539,028 in fiscal 2008.  Overall, the magnitude of general operations declined in fiscal 2009 in part to the difficulty in raising sufficient financing in the public market with a depleted share price, along with the fact that the worldwide economic downturn resulted in less capital available to the Company.  17    Net Loss  During the year ended December 31, 2009, the Company incurred a net loss of $1,068,793 compared with a net loss of $5,146,378 for the year ended December 31, 2008.  The decrease in net loss was attributed to the decrease in stock-based compensation of approximately $2,900,000 and a decrease in the loss on settlement of debt by approximately $500,000.  Furthermore, the lower net loss is reflective of the fact that the Company had limited cash flows and capital which decreased the amount of activity incurred in its operations during the year.   Liquidity and Capital Resources  As of December 31, 2009, the Company had a cash balance of $6,741 and a working capital deficit of $1,722,318 compared with a cash balance of $28,734 and a working capital deficit of $1,309,577 at December 31, 2008.  The increase in working capital deficit is due to the fact that the Company incurred operating expenditures during the year, but had limited cashflows to repay the obligation, hence a general increase in accounts payable relative to the level of current assets in the Company.  Furthermore, the majority of the operating expenditures incurred during the year was funded by related parties.  Cashflow from Operating Activities  During the year ended December 31, 2009, the Company used $408,578 of cash flow for operating activities compared with $710,192 for the year ended December 31, 2008.  The decrease in the use of cash flows for operating activities is reflective of the decrease in the level of activity incurred by the Company during the year due to the economic downturn and the lack of sufficient capital funding.  Cashflow from Investing Activity  During the year ended December 31, 2009, the Company incurred no transactions relating to investing activities compared with use of $74,676 in additional purchases and construction of wind equipment.  Due to the Companys limited cashflows during the year, the Company did not incur any additional costs to purchases or construction of its wind farms.  Cashflow from Financing Activities  During the year ended December 31, 2009, the Company was provided $386,585 of cash flow from financing sources compared with proceeds of $809,429 from financing activities during the year ended December 31, 2008.   The cash flows from financing activities in fiscal 2009 were from related party sources whereas in fiscal 2008, the Company received $501,052 of equity financing from private placements and $308,377 from related parties.  Given the economic downturn in the markets and the general difficulty of obtaining third party capital funding, the Company did not issue any new private placements of its equity.  Off-Balance Sheet Arrangements  The Company has no material transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have or are reasonably likely to have a material current or future impact on its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.   Cash Requirements  Our cash on hand as of December 31, 2009 is $6,741. We do not have sufficient cash on hand to pay the costs of our operations as projected to twelve (12) months or less or to fund our operations for that same period of time. We will require additional financing in order to proceed with some or all of our goals as projected over the next twelve (12) months. We presently do not have any arrangements for additional financing, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with any of our goals projected over the next twelve (12) months and beyond.  Any additional growth of the Company will require additional cash infusions. We may face expenses or other circumstances such that we will have additional financing requirements. In such event, the amount of additional capital we may need to raise will depend on a number of factors. These factors primarily include the extent to which we can achieve revenue growth, the profitability of such revenues, operating expenses, research and development expenses, and capital expenditures. Given the number of programs that we have ongoing and not complete, it is not possible to predict the extent or cost of these additional financing requirements.  Notwithstanding the numerous factors that our cash requirements depend on, and the uncertainties associated with each of the major revenue opportunities that we have, we believe that our plan of operation can build long-term value if we are able to demonstrate clear progress toward our objectives.  18     Progress in the development of our business plan will likely lend credibility to our plan to achieve profitability.  The Company does not anticipate any contingency upon which it would voluntarily cease filing reports with the SEC. It is in the compelling interest of this Registrant to report its affairs quarterly, annually and currently, as the case may be, generally to provide accessible public information to interested parties, and also specifically to maintain its eligibility for the OTCBB.  The failure to secure any necessary outside funding could have an adverse affect on our development and results therefrom and a corresponding negative impact on shareholder liquidity.  Going Concern  We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.  Future Financings  We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.  Off-Balance Sheet Arrangements  We have no significant 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 are material to stockholders.   Recent Accounting Pronouncements  In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Companys consolidated financial statements.  In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the products essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.  In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.  19     In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Companys consolidated financial statements.  In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Companys consolidated financial statements, but did eliminate all references to pre-codification standards.  Reporting Currency  Effective January 1, 2005, the Company changed its reporting currency from the U.S. dollar to the Canadian dollar. All amounts set forth in this filing are in Canadian Dollars, unless otherwise indicated.  The Department of Corporation Finance in its advisory letter titled International Financial Reporting and Disclosure Issues, dated May 1, 2001 has stated, Regulation S-X presumes that a US-incorporated registrant will present its financial statements in US dollars. In rare instances, the staff has not objected to the use of a different reporting currency. Those instances have been limited to situations where the US-incorporated registrant had little or no assets and operations in the US, substantially all the operations were conducted in a single functional currency other than the US dollar, and the reporting currency selected was the same as the functional currency. In these circumstances, reporting in the foreign currency would produce little or no foreign currency translation effects under FASB Statement No. 52.  First, the Company has its corporate headquarters located in Canada, and therefore has no assets or operations in the US. Second, all operations of the Company are conducted only in Canadian currency. Third, the reporting currency is in Canadian dollars which is the same currency that all operations were conducted in. Therefore, reporting in Canadian dollars would produce little or no foreign currency translation effects under FASB Statement No. 52.  ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  20    ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   Welwind Energy International Corporation (A Development Stage Company)  December 31, 2009 and 2008  IndexReport of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Cash FlowsF-4Consolidated Statement of Stockholders Equity (Deficit)F-5Notes to the Consolidated Financial StatementsF-6      21    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors Welwind International, Inc.  We have audited the accompanying consolidated balance sheets of Welwind International, Inc. (a development stage company) as of December 31, 2009 and 2008, and the related statements of operations, stockholders deficit and of cash flows for the years then ended. These financial statements are the responsibility of the management of Welwind International, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Welwind International, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows the years then ended in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that Welwind International will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, Welwind International suffered recurring losses from operations and has a net stockholders deficit. These factors and others raise substantial doubt about Welwind Internationals ability to continue as a going concern. Managements plans in regard to these matters are described in Note 2 to the consolidated financial statements. The financial statements do not include any adjustments that might reflect these uncertainties.  /s/ M&K CPAS, PLLC  Houston, Texas  April 15, 2010  F-1     Welwind Energy International Corporation (A Development Stage Company) Consolidated Balance Sheets (expressed in Canadian dollars)    December 31,
2009
$December 31,
2008
$ASSETSCurrent AssetsCash6,74128,734Accounts receivable1,09016,985Prepaid expenses1,1041,104Total Current Assets8,93546,823Property and Equipment, net (Note 4)555,196569,039Total Assets564,131615,862LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable164,515107,507Accrued liabilities175,090Due to related parties1,566,7381,073,803Total Liabilities1,731,2531,356,400Stockholders Equity (Deficit)Preferred Stock
Authorized: 10,000,000 preferred shares, with par value US$0.001 per share
Issued and outstanding: 10,000,000 shares as of December 31, 2009 and 200811,13711,137Common Stock
Authorized: 290,000,000 common shares, with par value US$0.001 per share
Issued and outstanding: 228,800,692 and 198,064,837 shares, as of December 31, 2009 and 2008 respectively252,131218,321Additional Paid-In Capital (Notes 6 and 7)20,050,56919,442,170Deficit accumulated during development stage(21,480,959)(20,412,166)Total Stockholders Equity (Deficit)(1,167,122)(740,538)Total Liabilities and Stockholders Equity (Deficit)564,131615,862  Going Concern (Note 2) Commitments and Contingencies (Note 8) Subsequent Events (Note 11)    (The accompanying notes are an integral part of these consolidated financial statements)  F-2     Welwind Energy International Corporation ( A Development Stage Company) Consolidated Statements of Operations (expressed in Canadian dollars)    For the Year Ended December 31,
2009For the Year Ended December 31,
2008Accumulated from August 17, 2006 (Date of Inception) to December 31,
2009$$$(unaudited)RevenueOperating ExpensesGeneral and Administrative926,2735,067,88619,152,517Total Operating Expenses926,2735,067,88619,152,517Loss from Operations(926,273)(5,067,886)(19,152,517)Other Income (Expenses)Interest Expense(105,621)(73,569)(232,630)Impairment of goodwill(1,714,187)Loss on settlement of debt(36,899)(36,899)Loss on disposal of property and equipment(1,000)Total Other Income (Expenses)(142,520)(73,569)(1,984,716)Net Loss from continuing operations(1,068,793)(5,141,455)(21,137,233)Discontinued operations(4,923)(343,726)Net loss and comprehensive loss(1,068,793)(5,146,378)(21,480,959)Net Loss Per Share  Basic and Diluted
Net Loss Per Share  Basic and DilutedContinuing operations(0.01)(0.03)Discontinued operationsWeighted Average Shares Outstanding208,281,665170,633,971   (The accompanying notes are an integral part of these consolidated financial statements)  F-3     Welwind Energy International Corporation ( A Development Stage Company) Consolidated Statements of Cash Flows (expressed in Canadian dollars)    For the Year Ended December 31,
2009For the Year Ended December 31,
2008Accumulated from August 17, 2006 (Date of Inception) to December 31,
2009$$$(unaudited)Operating ActivitiesNet Loss(1,068,793)(5,146,378)(21,480,959)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Amortization8,066Depreciation13,84320,03452,192Foreign exchange loss and other15,410Gain on cancellation of shares(572,901)Impairment loss1,714,187Imputed interest on shareholder loans105,62173,569232,630Issuance of shares to settle debt36,899539,028625,123Issuance of shares for compensation and services289,6893,504,00215,020,756Write-off of subscription receivable770,310Changes in operating assets and liabilities:Accounts receivable15,89591316,808Accounts receivable(16,985)Prepaid expenses and other4,950(1,104)Accounts payable and accrued liabilities(43,082)293,690361,975Net Cash Used In Operating Activities(649,928)(710,192)(3,254,492)Investing ActivitiesNet cash acquired from acquisition2,194Purchase and construction of equipment(74,676)(614,223)Net Cash Used In Investing Activities(74,676)(612,029)Financing ActivitiesProceeds from issuance of common shares501,0522,165,810Proceeds from related parties, net627,935308,3772,165,787Repayment of debt(464,049)Net Cash Provided By (Used In) Financing Activities627,935809,4293,867,548Net cash used in discontinued operations(14,038)5,714Increase (Decrease) in Cash(21,993)10,5236,741Cash  Beginning of Year28,73418,211Cash  End of Year6,74128,7346,741Supplemental DisclosuresInterest paidIncome tax paidNon-Cash DisclosuresShares issued for Debt and AP210,000    (The accompanying notes are an integral part of these consolidated financial statements)  F-4


Welwind Energy International Corporation ( A Development Stage Company) Consolidated Statements of Stockholders Equity (Deficit) From January 1, 2007 to December 31, 2009 (expressed in Canadian dollars)   Preferred StockCommon StockAdditionalStock SubscriptionAccumulatedSharesPar ValueSharesPar ValuePaid-In CapitalReceivableDeficitTotal#$#$$$$$Balance  December 31, 200610,000,00011,137128,583,583144,87512,274,139(1,151,605)(8,074,381)3,204,165Issuance of shares to settle debt2,006,5572,366265,044267,410Issuance of shares for services26,982,25528,8762,461.1732,490,048Stock subscriptions received381,295381,295Cancellation of shares(10,000,000)(11,459)(561,442)(572,901)Write-off of subscriptions receivable770,310770,310Imputed interest on shareholder loan53,44053,440Net loss for the year(7,191,407)(7,191,407)Balance  December 31, 200710,000,00011,137147,572,395164,65814,492,354(15,265,788)(597,639)Issuance of shares for cash10,000,00010,098490,954501,052Issuance of shares for services30,992,44231,7113,472,2913,504,002Issuance of shares to settle debt9,500,00011,854913,002925,856Imputed interest on shareholder loan73,56973,569Net loss for the year(5,146,378)(5,146,378)Balance  December 31, 200810,000,00011,137198,064,837218,32119,442,170(20,412,166)(740,538)Issuance of shares for services15,650,00017,210272,479289,689Issuance of shares to settle debt15,082,85516,600246,899246,899Imputed interest on shareholder loan105,621105,621Net loss for the year(1,068,793)(1,068,793)Balance  December 31, 200910,000,00011,13722,800,692252,13120,050,569(21,480,959)(1,167,122)   (The accompanying notes are an integral part of these consolidated financial statements)  F-5


Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)    1. Nature of Operations and Continuance of Business  Welwind Energy International Corporation (the Company) was incorporated in the State of Delaware on December 18, 1997 as Global Golf Holdings Inc.  The Company acquired a business on November 23, 2004 to sell and distribute low carbohydrate and sugar-free foods through retail and wholesale outlets in Western British Columbia, Canada, and through the Internet. On August 17, 2006, the Company acquired all of the outstanding and issued share capital of Welwind Energy International Corporation (WEIC), a private Canadian company. WEIC was founded in 2005 to build, own and operate wind farms on an international scale.  Accordingly, the Company is now involved with wind power projects in China. The Company is based in British Columbia, Canada.  On November 24, 2007, the Company discontinued operations of the retail and wholesale foods division to focus specifically on the wind power projects in China.  2. Going Concern  The Company has not realized revenues on its wind power projects, has a working capital deficiency of $1,722,318 and $1,309,577 as of December 31, 2009 and 2008, respectively, and has an accumulated deficit of $21,480,959 and $20,412,166 as of December 31, 2009 and 2008, respectively.  The Company's ability to continue as a going concern is dependent upon the Company's ability to obtain additional financing and/or achieving a profitable level of operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Management of the Company has undertaken a plan with the goal of sustaining the Companys operations for the next twelve months and beyond.   These steps include: (a) becoming cash flow positive via the Companys Zhanjiang turbine and a Power Purchase Agreement from the local power authority, (b) continue efforts to raise significant additional capital and/or other forms of financing with Acterra Group and Adventis Capital; and (c) controlling overhead expenses.  There can be no assurance that any of these efforts will be successful.  3. Summary of Significant Accounting Policies  a) Basis of Presentation  These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in Canadian dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, WEIC, incorporated in the Province of Alberta, Canada. All significant intercompany balances and transactions have been eliminated. The Companys fiscal year-end is December 31.  b) Use of Estimates  The preparation of these consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to goodwill and purchased intangible asset valuations, stock-based compensation expense, deferred income tax asset valuation allowance and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.  c) Cash and Cash Equivalents  Cash consists of bank accounts held at financial institutions in the United States, Canada, and China. The Company considers all highly liquid instruments with a maturity of three months or less, at the time of issuance, to be cash equivalents.  d) Property and Equipment  Property and equipment are recorded at cost and is depreciated using the declining balance method over the estimated useful lives of the related asset. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.  Costs included in wind equipment are under construction and will be amortized over their useful life on a straight-line basis once they are put into use.  F-6    Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)     3. Summary of Significant Accounting Policies (continued)  e) Long-Lived Assets  In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.  f) Foreign Currency Translation  The Company's functional and reporting currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated to Canadian dollars in accordance with SFAS No. 52 Foreign Currency Translation using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on settlement of foreign currency denominated transactions are included in the determination of net income or loss. Foreign currency transactions are primarily undertaken in Chinese Renminbi. At December 31, 2009, the exchange rate for one Chinese Renminbi was $0.1533 CAD (2008 - $0.1548CAD).  For the period from January 1, 2009 to December 31, 2009, the average exchange rate for one Chinese Renminbi was $0.1671 CAD (2008 - $0.1459 CAD). The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.  g) Comprehensive Loss  ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at December 31, 2009 and 2008, the Company had no items representing comprehensive income/loss.  h) Stock-based Compensation  The Company records stock-based compensation in accordance with ASC 718, Compensation  Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. As of December 31, 2009 and 2008, the Company did not recognize any stock based compensation expense.  i) Financial Instruments and Concentrations of Business  The fair values of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities and amounts due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Companys operations are in Canada and China resulting in exposure to market risks from changes in foreign currency rates.  The financial risk is the risk to the Companys operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.  F-7    Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)    3. Summary of Significant Accounting Policies (continued)  j) Discontinued Operations  Certain amounts have been reclassified to present the Companys discontinuance of its retail and wholesale foods division, as discontinued operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Companys continuing operations. Information relating to discontinued operations is included in Note 10.  k) Income Taxes  The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.  The Company files federal income tax returns in Canada.  The Company may be subject to a reassessment of federal taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. In certain circumstances, the federal statute of limitations can reach beyond the standard three year period. Tax authorities have not audited any of the Companys income tax returns.  The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended December 31, 2009 and 2008, there were no charges for interest or penalties.  l) Recently Issued Accounting Pronouncements  In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Companys consolidated financial statements.  In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.  In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the products essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.  F-8    Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)    3. Summary of Significant Accounting Policies (continued)  m) Recently Issued Accounting Pronouncements (continued)  In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Companys consolidated financial statements.  In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.  n) Reclassifications  Certain reclassifications have been made to the prior periods consolidated financial statements to conform to the current periods presentation.  4. Property and Equipment  Cost
$Accumulated Depreciation
$December 31,
2009
Net Carrying
Value
$December 31,
2008
Net Carrying Value
$Wind equipment under construction521,037521,037521,037Automobile70,84345,85324,99035,700Computer hardware11,6519,2732,3784,755Office furniture and equipment11,7985,0076,7917,547615,32960,132555,196569,039  The wind equipment under construction relates to the Companys wind farm projects. The Company incurred $13,843 and $0 in depreciation expense for the year ended December 31, 2009 and 2008, respectively.  5. Related Party Transactions/Balances  a) As at December 31, 2009, the balance due to related parties amounted to $1,405,527 (December 31, 2008 - $912,601), which includes $352,613 (December 31, 2008 - $233,438) owed to the former President of the Company for management fees and working capital purposes and $1,052,914 (December 31, 2008 - $679,163) owed to the newly appointed President and spouse of the President of the Company for working capital purposes.  The amounts are unsecured, non-interest bearing, and due on demand.  b) As at December 31, 2009, the Company owes $161,202 (December 31, 2008 - $161,202) to shareholders for advances to the Company and expenses paid on behalf of the Company. Of this amount, $112,798 (December 31, 2008 - $112,798) is unsecured, bears interest at 10% per annum, and is due on demand. The remaining balance of $48,404 (December 31, 2008 - $48,404) is unsecured, non-interest bearing, and payable on demand.    F-9    Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)    6. Common Stock  Year Ended December 31, 2009  a) On November 19, 2009, the Company issued 14,150,000 common shares of the Company with a total value of $150,485 based on the closing price of the Companys common stock on the date of issuance in relation to $100,000 of amounts owing to related parties and the remaining amount for services rendered.  A loss on debt settlement of $6,350 was recognized.  b) On October 26, 2009, the Company issued 2,000,000 common shares of the Company with a total value of $25,608 based on the closing price of the Companys common stock on the date of issuance in relation to settlement of $20,000 of amounts owing to related parties.  A loss on debt settlement of $5,608 was recognized  c) On August 26, 2009, the Company issued 5,000,000 common shares of the Company with a total value of $99,401 based on the closing price of the Companys common stock on the date of issuance in relation to services rendered.  d) On June 16, 2009, the Company issued 5,000,000 common shares of the Company with a total value of $113,270 based on the closing price of the Companys common stock on the date of issuance in relation to services rendered.  e) On May 29, 2009, the Company issued 11,500,000 common shares of the Company with a total value of $32,883 based on the closing price of the Companys common stock on the date of issuance in relation to services rendered.  f) On February 4, 2009, the Company issued 1,582,855 common shares of the Company with a total value of $59,015 based on the closing price of the Companys common stock on the date of issuance in relation to settlement of debt in the amount of $15,000.  The Company recorded a loss on settlement of $44,015.  g) On February 4, 2009, the Company issued 1,500,000 common shares of the Company with a total value of $55,926 based on the closing price of the Companys common stock on the date of issuance in relation to settlement of debt in the amount of $75,000.  The Company recorded a gain on settlement of $19,074.  Year Ended December 31, 2008  h) On December 8, 2008, the Company issued 2,000,000 common shares of the Company with a total value of $188,123 based on the closing price of the Companys common stock on the date of issuance. On December 3, 2008, the Company issued 5,000,000 common shares of the Company in relation to settlement of amounts due from the Company.  The Company also issued 200,000 common shares for consulting services provided.  The total value of shares issued was $621,953 based on the closing price of the Companys common stock on the date of issuance.  i) On November 18, 2008, the Company issued 2,500,000 common shares of the Company with a total value of $138,701 based on the closing price of the Companys common stock on the date of issuance in relation to services previously rendered.  j) On September 11, 2008, the Company issued 3,000,000 common shares of the Company with a value of $301,655 based on the closing price of the Companys common stock on the date of issuance.  k) On September 4, 2008, the Company issued 3,000,000 common shares of the Company with a value of $294,989 based on the closing price of the Companys common stock on the date of issuance.  l) On July 17, 2008, the Company issued 10,000,000 common shares of the Company in relation to settlement of debt in the amount of $100,000. The remaining value of $1,302,243 was expensed to General and Administrative. The total value was $1,402,660 based on the closing price of the Companys common stock on the date of issuance.  m) On July 8, 2008, the Company issued 200,000 common shares of the Company for consulting services previously rendered with a value of $22,436 based on the closing price of the Companys common stock on the date of issuance.  F-10    Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)     6. Common Stock(continued)  Year Ended December 31, 2008  n) On July 3, 2008, the Company issued 6,000,0000  common shares of the Company to related parties and 200,000 common shares of the Company to consultants for consulting services previously rendered  with a value of $612,827 based on the closing price of the Companys common stock on the date of issuance.  o) On June 17, 2008, the Company issued 2,500,000 common shares of the Company in relation to services previously rendered with a value of $436,475 based on the Companys common stock on the date of issuance.  p) On May 7, 2008, the Company issued 10,000,000 common shares of the Company at US$0.05 per common share for proceeds of $501,052.  q) On March 26, 2008, the Company issued 3,000,000 common shares of the Company for settlement of past services with a fair value of $213,549 the Companys common stock on the date of issuance.  r) On March 26, 2008, the Company issued 500,000 common shares of the Company for consulting services with a fair value of $35,592 the Companys common stock on the date of issuance.  s) On March 6, 2008, the Company issued 2,050,000 common shares of the Company for consulting services with a fair value of $122,102 the Companys common stock on the date of issuance.  t) On January 7, 2008, the Company issued 342,442 common shares of the Company with a fair value of $37,797 the Companys common stock on the date of issuance.  6. Stock Options  On June 23, 2006, the Company adopted a fixed stock option plan that provides for the issuance of incentive and non-qualified stock options to officers, directors, employees and consultants to acquire up to 15,000,000 shares of the Company's common stock. The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and the vesting schedule. The stock option plan will expire December 31, 2016.  Effective February 4, 2008, the Company filed a Form S-8 Registration Statement in connection with its 2008 Equity Incentive Plan allowing for the direct award of stock or granting of stock options to directors, officers, employees and consultants to acquire up to a total of 20,000,000 shares of common stock. The Plan Administrator determines the terms of the options granted, including the number of options granted, the exercise price and the vesting schedule. At December 31, 2009 and 2008, there are no stock options outstanding.    8. Commitments  a) The Company entered into an agreement dated January 18, 2006, with the Government of Yangxi City (Yangxi) for the development of a wind farm producing a total of 400,000 kilowatt (KW) per year of electrical power in the next ten years.  Yangxi will assist the Company in securing land, sale price for the electricity, financing of the project, and preferential tax treatment. Initially, the Company will be required to prepare a community wind assessment and a feasibility study for approval. Yangxi can terminate the agreement if the project is not under construction within 24 months of signing the agreement. As at June 30, 2009, the Company has commenced construction on the plant and the agreement is in good standing.  b) The Company entered into an agreement dated March 21, 2006, with the Zhanjiang Foreign Trade & Economic Bureau (Zhanjiang) for the development of a wind power generation project in Zhanjiang City in the Guangdong Province. The project is expected to produce up to 600,000 KW of electrical power per year, with Phase 1 being 100,000 KW per year. The Company had six months from the date of the agreement to begin Phase 1 (commenced) or Zhanjiang had the right to terminate the agreement. The Company granted a 20% interest in this project to an investor.  c) The Company rents, on a month-to-month basis, its industrial and office space for $1,726 per month, office space in China for approximately $1,000 per month and warehouse space for $1,791 per month.    F-11    Welwind Energy International Corporation Notes to the Consolidated Financial Statements (expressed in Canadian dollars)     9. Income Taxes  The components of the net deferred tax asset at December 31, 2009 and 2008, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:  December 31,
2009
$December 31,
2008
$Deferred tax asset- Cumulative net operating losses1,271,504980,275- Less valuation allowance(1,271,504)(980,275)Net deferred tax asset  The Company has incurred operating losses of $3,739,719 which, if unutilized, will expire through to 2029. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance.  The Company is in arrears on filing its statutory income tax returns and it therefore has estimated the expected amount of loss carryforwards available once the outstanding returns are filed. The Company expects to have net operating loss carryforwards for income tax purposes available to offset future taxable income. There are no potential uncertain tax consequences that would require disclosure.  10. Discontinued Operations  On November 24, 2007, the Company discontinued all operations related to the former business of selling and distributing low carbohydrate and sugar-free foods.  The results of discontinued operations are summarized as follows:  Year Ended
December 31,
2009Year Ended
December 31,
2008$$Revenue6,098Cost of sales(2,131)Gross Profit3,967Operating Expenses:General and administrative(8,890)Net Loss(4,923)  As at December 31, 2009 and December 31, 2008, there were no remaining assets and liabilities of the discontinued retail and wholesale foods division.  11. Subsequent Events  In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through April 15, 2010, the date the financial statements were issued. During this period, the Company did not have any material recognizable subsequent events.  F-12        ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  We have previously reported on Changes in and Disagreements with Accountants on Accounting and Financial Disclosure in our Current Report on Form 8-K dated February 26, 2009.  Item 9A(T).  Controls and Procedures  Evaluation of Disclosure Controls and Procedures.  As required by Rule 13a-15 under the Exchange Act, our management, including Tammy-Lynn McNabb, our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009.  Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.  Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, Ms. McNabb concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2009.  Managements Annual Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 using the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2009, the Company determined that there were control deficiencies that constituted material weaknesses, as described below:  1.We do not have an Audit Committee While not being legally obligated to have an audit committee, it is the managements view that such a committee, including a financial expert member, is an utmost important entity level control over the Companys financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, consisting of seven members, of whom only one is independent of management, but lacks sufficient financial expertise for overseeing financial reporting responsibilities.2.We did not maintain appropriate financial reporting controls As of December 31, 2009, the Company has not maintained sufficient internal controls over financial reporting for the financial reporting process.  The Company holds meetings of the Board of Directors throughout the year; however, there was no indication that the Companys financial statements have not been discussed or approved prior to issuance nor have there been any indications of discussions regarding internal controls over financial reporting. Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companys internal controls.  22        As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2009 based on criteria established in Internal ControlIntegrated Framework issued by COSO.  M&K CPAS, PLLC, an independent registered public accounting firm, was not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of December 31, 2009, pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.  Changes in Internal Controls.  During the period ended December 31, 2009, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  The Company has retained an outside consulting firm which specializes in Sarbanes Oxley compliance.  This consulting firm has assisted the Company in developing a system that should assist in rectifying the material weaknesses described herein.  ITEM 9B.   OTHER INFORMATION  None.   23      PART III  ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.  Identify of directors and executive officers  Our current directors and executive officers are as follows:  NameAgePosition with the CompanySinceTammy-Lynn McNabb41Chief Executive Officer, Chief Financial Officer, Secretary, and Chairwoman2004Larry McNabb40President2008Patrick Higgins41Director2005PanHuifang40Director2006Feng Junyi48Director2007Zeng Zhigao38Director2008Simon Wong59Director2010 The board of directors has no nominating, audit or compensation committee at this time.  All directors serve until their successors have been duly elected and qualified, unless they earlier resign.  Background and Business Experience  The business experience during the past five years of each of the persons presently listed above as an Officer or Director of the Company is as follows:  Tammy-Lynn McNabb -Mrs. McNabb attended the British Columbia Institute of Technology from 1987-1990, where she studied Marketing Sales Management.  She presently serves as CEO of the Company, and has over 15 years of experience in Marketing and Sales.  As part of her experience, she was involved with Marketing for a large English Publication company for 4 years in Tokyo, Japan.  While in Japan, she capitalized on her stay by studying Japanese and earning a Level 4 Proficiency Certification. Mrs. McNabb has specialized in various start-up companies, including high-tech and public relations firms.  During the tech boom in the 1990s, Mrs. McNabb worked in management for a very successful start-up Internet Service Provider and used this experience to begin her journey into entrepreneurship. In June 1999, Mrs. McNabb began a public and investor relations firm tailored to serving publicly traded companies. Mrs. McNabbs keen sense of the public market has allowed tremendous success in both capital raising for underfunded companies and overall media exposure.  Larry McNabb -In early 2000, Mr. Larry McNabb started McNabb & Associates, a business consulting firm concentrating on assisting small private and public companies.  In late 2004, Mr. McNabb assisted the Company in completing its business combination with the Low Carb Companies, resulting in the Company being renamed Vitasti, Inc. at the time.  Since then, Mr. McNabb has acted as a special consultant to the Company. Prior to 2003, Mr. McNabb worked as an independent consultant for numerous private and public companies since the early 1990s and assisted such companies with corporate development, structuring financings, and mergers and acquisitions.  Patrick Higgins - Mr. Higgins was appointed as a Director of the Company on August 1, 2005.  Patrick Higgins is the senior partner in the management firm of Higgins Cohn Brand Management (HCBM), a leading consumer products organization that provides strategic operations and sales execution services to consumer brands. HCBM assists businesses more effectively through brand development and market penetration. Additionally, Mr. Higgins extensive experience in brand management within the health and wellness industry will be useful in his new role as Director of the Company. HCBM specializes in complete management of the market for natural and specialty product manufacturers. They offer clients valuable capabilities including: customer service, logistics, warehousing, market research, media services, design services and sales coverage. The core strength of their team, combined with full-range capabilities, provides clients with the strong infrastructure necessary to compete in the natural and specialty product market.  HCBMs team, led by Patrick Higgins, consists of some of the most experienced people in the natural and specialty products industry.  Feng Junyi - For 10 years Mr. Feng was a finance officer for the GuangZhao Port Authority before he became a Director for the Economic Development Department of Guangdong Provincial Government. His focus in the wind energy sector will assist Welwind in its future development projects.   24      Pan Huifang  Mrs. Pan is the Executive Vice General Manager of Dongxing Plastic Corporation (DPC). DPC is a large-scale, privately operated, blow molding and injection molding factory spanning over 50,000 square meters. The companys business is in the area of injection molding, blow molding, printing, and has four production lines serving customers within the petroleum, chemical, food, medical, building and tobacco industries. There are currently 380 employees, including a specialized technical team, structure designers and 25 mechanical engineers composed of 18 mold engineers.  The company currently has clients in over 20 Provinces in mainland China, Europe, America, Southeast Asia, Japan, Hong Kong, Macao and Taiwan. Mrs. Pan was voted One of Chinas Best Women Developers in 2005  Zeng Zhigao - Since March, 2008, Mr. Zhigao has served as a director and Executive Vice General Manager of Zhanjiang Windcor Windfarm Ltd. and Yangjiang Welwind Windfarm Ltd. Prior to this from 2006 through early 2008, Mr. Zhigao served as a director and Deputy General Manager of Guangdong Luzhoushiji Pro-Environment Technology Co. Ltd. From 2001 to 2006, he served as the General Manager assistant and Engineer in Guangdong Overseas Construction Supervision Co. Ltd., where he was in charge of the management of engineering construction. Mr. Zhigao has a bachelors degree in management.  Simon Wong Wai Hung - Mr. Simon Wong Wai Hung has had 30 years of experience in the South East Asian Market.  He is fully capable of being Director of an international energy company, and assisting with the needs throughout South East Asia and particular China.  He started his first international company in 1982 whereby he expanded his professional photographic lab from Hong Kong to multiple countries. From 2005-2008, he served Convey Advertising Company Ltd. as International Development Manager.  Since 2008, he has been working for Panpacific Business Ltd. as their Marketing Director.  Term of Office  Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors. Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.  Identify Significant Employees  We have no significant employees other than those listed above.  Family Relationships  Mr. Larry McNabb and Mrs. Tammy-Lynn McNabb are married. Other that the foregoing there are no family relationships among our officers, directors or persons nominated for such positions.  Audit Committee and Audit Committee Financial Expert  The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committees duties would be to recommend to the Companys board of directors the engagement of an independent registered public accounting firm to audit the Companys financial statements and to review the Companys accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Companys board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.  25      Code of Ethics  We have adopted a Code of Ethics (the Code) that applies to our directors, officers and employees, including our principal executive officer and principal financial and accounting officer, respectively.  A written copy of the Code is available on written request to the Company.  Compliance with Section 16(a) of the Exchange Act  Section 16 of the Securities Exchange Act of 1934 requires the Companys directors and certain executive officers and certain other beneficial owners of the Companys common stock to periodically file notices of changes in beneficial ownership of common stock with the Securities and Exchange Commission.  To the best of the Companys knowledge, based solely on copies of such reports received by it, and the written representations of its officers and directors, the Company believes that for 2009 all required filings were timely filed by each of its directors and executive officers.  ITEM 11.       EXECUTIVE COMPENSATION  Summary Compensation Table The following table sets forth the overall compensation earned over each of the past two fiscal years ending December 31, 2009 by (1) each person who served as the principal executive officer of the Company during fiscal year 2009; (2) the Companys most highly compensated executive officers as of December 31, 2009 with compensation during fiscal year 2009 of $100,000 or more; and (3) those individuals, if any, who would have otherwise been in included in section (2) above but for the fact that they were not serving as an executive of the Company as of December 31, 2009.  Salary CompensationName and
Principal
PositionFiscal
YearSalary ($)Bonus
($)Stock
AwardsOptions
Awards
($)(1)Non-Equity
Incentive Plan
Compensation
($)Nonqualified
Deferred
Compensation
Earnings
($)All Other
Compensation
Compensation
($) (2)(3)Total
($)2009120,000$120,000Tammy-Lynn McNabb2008$120,000$$120,000Chief Executive Officer2007$120,000$$120,0002009120,000$120,000Larry McNabb      President2008$120,000$$120,000  There were no stock options granted or exercised by the named executive directors in 2009 or 2008.  Employment Agreements  The Registrant has no written employment agreements.  Grants of Plan Based Awards Estimated Future Payouts Under
Non-Equity Incentive Plan AwardsEstimated Payouts Under
Equity Incentive Plan AwardsNameGrant DateThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)All Other Stock Awards; Number of Shares of Stock or Units
(#)All Other Option Awards; Number of Securities Underlying Options
(#)Exercise or Base Price of Option Awards
($/Sh)Grant Date Fair Value of Stock and Option Awards------------  There were no stock based awards under the Equity Incentive Plan in 2009 to the Named Executive Officers.   26      Executive Officer Outstanding Equity Awards at Fiscal Year-End  The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2009.  Option AwardsStock AwardsNameNumber of
Securities
Underlying
Unexercised
Options(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options(#)
UnexercisableEquity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)Option
Exercise
Price ($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested (#)Market
Value of
Shares or
Units of
Stock That
Have Not
VestedEquity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
VestedEquity
Incentive Plan
Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
VestedTammy-Lynn McNabb$Larry McNabb$ DIRECTOR COMPENSATION  Cash Compensation  Directors receive no cash compensation for services rendered.  Director Compensation  The following table shows the overall compensation earned for the 2009 fiscal year with respect to each person who was a director as of December 31, 2009.  DIRECTOR COMPENSATIONName and
Principal
PositionFees
Earned
or Paid
in Cash
($)Stock
Awards ($)Option
Awards ($)
(1)Non-Equity
Incentive Plan
Compensation
($) (2)Nonqualified
Deferred
Compensation
Earnings ($)All Other
Compensation ($)
(3)Total ($)Tammy-Lynn McNabb Director$$$Shannon de Delley$$$DirectorPatrick Higgins$$$DirectorPan Huifang$$$Zeng Zhigao
Director$$$Feng Junyi
Director$$$Baldwin Cheng$$$  (1) Reflects dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to FAS 123R.  FAS 123R requires the Company to determine the overall value of the options as of the date of grant based upon the Black-Scholes method of valuation, and to then expense that value over the service period over which the options become exercisable (vest).  As a general rule, for time-in-service-based options, the Company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option.  For a description FAS 123 R and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the notes to the consolidated financial statements included with this Report.  27      (2) Excludes awards or earnings reported in preceding columns.  (3) Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any gross-ups or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the director; (vii) any consulting fees earned, or paid or payable; (viii) any annual costs of payments and promises of payments pursuant to a director legacy program and similar charitable awards program; and (ix) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.  ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  The following table sets forth certain information regarding beneficial ownership of common stock as of December 31, 2009, by:  · each person known to us to own beneficially more than 5%, in the aggregate, of the outstanding shares of our common stock; · each director; · each of our chief executive officer and our other two most highly compensated executive officers; and, · all executive officers and directors as a group.  The number of shares beneficially owned and the percent of shares outstanding are based on 251,897,692 common shares outstanding as of April 14, 2010. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise noted below, the address of each of the shareholders in the table is c/o Welwind Energy International Corporation, 10-20172 113B Avenue, Maple Ridge, British Columbia, Canada V2X 0Y9.  Name and Address of Beneficial OwnerTitle of ClassAmount and Nature of Beneficial
Ownership (1)
(#)Percent of Class (2)
(%)Tammy-Lynn McNabbCommon7,890,7133.13%Larry McNabbCommon6,386,0002.54%Patrick HigginsCommon500,0000.20%Feng JunyiCommon9,000,0003.57%Zeng ZhigaoCommon6,000,0002.38%Pan HuifangCommon2,000,0000.79%Simon Wong Wai HungCommon00.00%All Officers and Directors as a GroupCommon29,776,71311.82%  (1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.  (2) Based on 251,897,692 issued and outstanding shares of common stock as of March 18, 2010 plus shares issuable upon exercise of options and warrants.  Changes in Control  We know of no plans or arrangements that will result in a change of control at our company.   28      ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  As at December 31, 2009, the balance due to related parties amounted to $1,132,068 (December 31, 2008 - $912,601), which includes $330,538 (December 31, 2008 - $233,438) owed to the former President of the Company for management fees and working capital purposes and $801,530 (December 31, 2008 - $679,163) owed to the newly appointed President and spouse of the President of the Company for working capital purposes.  The amounts are unsecured, non-interest bearing, and due on demand.  As at December 31, 2009, the Company owes $434,670 (December 31, 2008 - $161,202) to shareholders for advances to the Company and expenses paid on behalf of the Company. Of this amount, $112,798 (December 31, 2008 - $112,798) is unsecured, bears interest at 10% per annum, and is due on demand. The remaining balance of $321,872 (December 31, 2008 - $48,404) is unsecured, non-interest bearing, and payable on demand.  ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit and Non-Audit Fees  Year Ended
December 31, 2009Year Ended
December 31, 2008Audit fees$38,500$25,000Audit-related fees--Tax fees--All other fees--Total$38,500$25,000  Audit Fees  During the year ended December 31, 2009, the aggregate fees billed or estimated to be billed to us for professional services rendered by M & K CPAS PLLC for the audit of our annual financial statements, review of financial statements included in our quarterly reports or services normally provided by our accountants in connection with statutory and regulatory filings or engagements were $25,000.  Audit-Related Fees  During fiscal 2009, there were no fees billed to us for any other products or services provided by M & K CPAS PLLC other than the services reported above.  Tax Fees  During fiscal 2009, there were no fees billed to us for any other products or services provided by  M & K CPAS PLLC other than the services reported above.  All Other Fees  During fiscal 2009, there were no fees billed to us for any other products or services provided by M & K CPAS PLLC other than the services reported above.   29      ITEM 15.   EXHIBITS  NUMBER DESCRIPTION 3.1Articles of Incorporation of Welwind Energy International Corp. (1)3.2Bylaws, of Welwind Energy International Corp. (1)10.1Share Exchange Agreement between Vitasti, Inc. and Welwind Energy International Corporation.(3)14.1Code of Ethics21.1Subsidiaries of Company at December 31, 2009(4)31.1Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (4)31.2Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (4)32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)  (1) Incorporated by reference as an Exhibit to the Form 8-K filed on December 12, 2004 as amended on February 3, 2005. (2) Incorporated by reference as an Exhibit to the Form 8-K filed on December 12, 2004 as amended on February 3, 2005. (3) Incorporated by reference as an Exhibit to the Form 8-K filed on August 17, 2006 as amended on December 20, 2006. (4) Filed herewith.         30      SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the15th day OF April, 2010.  Welwind Energy International Corporationa Delaware CorporationBy:/s/Tammy-Lynn McNabbTammy-Lynn McNabbChief Executive Officer, Chief Financial Officer
and Chairwoman of the Board  In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Welwind Energy International Corporation and in the capacities and on the dates indicated.  SignaturePositionDate/s/Tammy-Lynn McNabbChief Executive Officer and Chairwoman of the BoardApril 15,  2010Tammy-Lynn McNabb/s/Patrick HigginsDirectorApril 15,  2010Patrick Higgins/s/Feng JunyiDirectorApril 15,  2010Feng Junyi  /s/Simon Wong Wai HungDirectorApril 15,  2010Simon Wong Wai Hung  /s/Zeng ZhigaoDirectorApril 15,  2010Zeng Zhigao   31