**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 **FORM
        10-KSB/A**
 
 **o ANNUAL
        REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934**
  **For
        the Fiscal Year Ended December 31, 2006**
  **Commission
        File Number:   000-26673**
  
 **WELWIND
        ENERGY INTERNATIONAL CORPORATION**
 (Name
        of
        Small Business Issuer in Its Charter)
  **Delaware**
              
              **98-0207081**(State
                  or Other Jurisdiction
              
              IRS
                  Employerof
                  Incorporation or Organization)
              
              Identification
                  Number
  **10-20172
        113B Avenue**
 **Maple
        Ridge, British Columbia**
 **Canada
        V2X 0Y9**
 **(604)
        460-8487**
 (Address
        and Telephone Number of Principal Executive Offices)
  Securities
                  registered under Section 12(b) of the Exchange Act:Title
                  of each class registered:
              Name
                  of each exchange on which registered:**None**
              **Over-the-Counter
                  Bulletin Board**Securities
                  registered under Section 12(g) of the Exchange Act:**Common
                  Stock, par value $0.001**
                (Title
                  of class)
  Indicate
        by check mark whether 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 Exchange
          Act.    ̈
 
 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.
 Yesx Noo
  Indicate
        by check mark whether the
        registrant is a shell company as defined in Rule 12b-2 of the Exchange
        Act.  Yeso Nox
  *Table
            of Contents*
 1
 Check
        if there is no disclosure of
        delinquent filers in response to Item 405 of Regulation S-B not contained
        in
        this form, and no disclosure will be contained, to the best of the registrant’s
        knowledge, in definitive proxy or information statements incorporated by
        reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
        Yeso Nox
  Revenues
        for year ended December 31, 2006: $135,339.
  Number
        of
        shares of the registrant’s common stock outstanding as of March 29, 2007 was:
        140,690,140.
  Transitional
        Small Business Disclosure
        Format: Yeso Nox
 
  DOCUMENTS
        INCORPORATED BY REFERENCENone
   *Table
              of Contents*
 2
 **Welwind
        Energy International Corporation**
  **Table
        of Contents**
  PageForward-Looking
                  Statements
              4PART
                  IItem
                  1.
              Description
                  of Business
              5The
                  CompanyOur
                  StrategyCompetitionTrademarksGovernment
                  RegulationEmployeesAvailable
                  InformationItem
                  2.
              Properties
              11Item
                  3.
              Legal
                  Proceedings
              11Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              11PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              12Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              13Item
                  7.
              Financial
                  Statements
              19Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and Financial
                  Disclosure
              37Item
                  8A.
              Controls
                  and Procedures
              37Item
                  8B.
              Other
                  Information
              37PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers and Corporate Governance
              37Item
                  10.
              Executive
                  Compensation
              10Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              43Item
                  12.
              Certain
                  Relationships and Related Transactions
              43Item
                  13.
              Exhibits
              44Item
                  14.
              Principal
                  Accountant Fees and Services
              44  *Table
              of Contents*
 3
 **FORWARD-LOOKING
        STATEMENTS**
  This
        Annual Report on Form 10-KSB 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 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 the pre-acquisition business of
        Vitasti, Inc. and post-acquisition business of 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.
 *Table
              of Contents*
 4
  **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. Concurrently with the
        development of the wind farm projects, the Company intends to continue to
        operate the retail bakery and food store and its manufacturing and distribution
        of specialty health food products.
 
 ***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.
 
 *Table
            of Contents*
 5
 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.
 
 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.***
 
 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 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.
        Their current project is to bridge the North America-China link by building
        wind
        farms in China beginning along the South China Sea. The Company took several
        trips to China where two contracts were signed with the cities of Yangxi
        and
        Zhanjiang in the Province of Guangdong. The signed contracts allow the Company
        to build up to 1000 Megawatts (“MW”) of wind power in Guangdong Province. The
        company has also been in negotiations for a 50 year purchase price agreement
        (“PPA”) as well.  The engineering, procurement and Construction (EPC)
        contractor, China Machine International Building Corp., has agreed to provide
        the engineering, procurement and construction on the projects along with
        performance bonds.
 
 Representatives
        of the Company attended the Renewable Energy Finance Asia Conference in Hong
        Kong. The investment forum brought together International Industry leaders
        and
        presented networking discussions from Carbon markets and alternative energy.
        Investors, Fund managers, Utilities Government, Asian Development Banks,
        The
        World Bank and the United Nations were among those in attendance, providing
        experience and perspective to this growing market. The event clearly solidifies
        the confidence of renewable energy in Asia and provided us with numerous
        networking opportunities.
 
 We
        were
        able to spend one on one time with representatives of the International Finance
        Corporation/World Bank to discuss international developments and economic
        growth
        of the company.
 
 While
        in
        China, the Company formally signed the commitment for a land lease pertaining
        to
        the Zhanjiang wind farm. We plan to build forty-nine (49) MW in the first
        phase
        of a six hundred (600) MW wind farm on this property.
 
 *Table
            of Contents*
 6
 In
        regards to the Yangxi wind farm project, the base is complete and the
        installation of the 100 meter meteorological tower took place in June of
        2006.
        The data collected over the next year will provide the necessary information
        required to build out the wind farm. The Yangxi wind farm will start as a
        49 MW
        project building out to 400 MWs.
 
 ***Product***
 
 The
        Zhanjiang Project
 
 The
        Zhanjiang Project will see the instillation of a six hundred (600) MW wind
        farm
        on the subject property.  We recently announced that through a
        cooperative agreement with Guangzhou Engga Wind Energy Co. Ltd (“Engga”) that
        the first turbine produced by Engga for the Company rolled-off the production
        line in February 2007. This turbine will be the first installed turbine for
        the
        Zhanjiang Project, during this Phase 1, the Company plans to build forty-nine
        (49) MWs.  The Company has constructed the base for the first turbine
        and expects that the first turbine will be installed on the Zhanjiang Project
        sometime in April of 2007 once curing is complete. The first turbine installed
        is expected to generate enough power to supply electricity for up to 1000
        homes
        in the region.
 
 ***Supply***
 
 The
        Company and Guangzhou Engga Wind Energy Co. Ltd. (“ENGGA”) announced a
        cooperative relationship where by the Company and ENGGA will work together
        on
        the technology and future supply of all Welwind turbines. The agreement gives
        Welwind priority for all turbines to be manufactured by ENGGA. ENGGA is the
        sino-joint enterprise with the shareholders by Britain ENGGA Power Generator
        Co., Ltd. and Hong Kong ENGGA Investment Co., Ltd. with the registered capital
        reaching RMB30 million and specializing in making, selling and installing
        wind
        power generation equipments, as well as selling parts of wind power generation
        equipments.
 
 ***Our
        Strategy***
 
 During
        2006, we successfully completed several important milestones that we believe
        were fundamental to our being able to achieve growth from our business model
        for
        project developments in the alternative energy market and continued growth
        in
        our health and wellness operations.
 
 These
        milestones include:
 
 ·
              Development
                  of several private label products currently being sold under the
                  brand
                  name “Carb Craver Alternatives”
 ·
              Successfully
                  launched our line of Amazon Acai Berry Granolas currently for sale
                  in
                  various retail chains including Whole Foods
                  Markets
 
 ·
              Completed
                  significant research and development paving the way for future
                  leading
                  edge products including the development of a line of nutrition
                  bars
 ·
              Developed
                  a business model to pursue development of wind energy projects
                  internationally
 ·
              Acquired
                  our first wind energy development company through the acquisition
                  of
                  Welwind Energy International Corporation in August
                  2007
 
 As
        a
        result of the achievements of these milestone and our ongoing marketing and
        business development efforts, we have set the ground work for promising results
        for the organization.  Our current focus in the alternative energy
        market will be our primary focus in our business moving forward for 2007.
        The
        capital currently available to us and future financings will be for the
        development and operation of wind farms in China and continued expansion
        of wind
        projects globally. The company sees additional growth via acquisitions of
        additional wind farm projects.
 
 ***Our
        Industry***
 
 On
        February 2, 2007, the Global Wind Energy Council (“GWEC”) announced that the
        wind energy markets around the world exceeded expectations in 2006. GWEC
        is the
        industry's global trade organization, with a combined membership of over
        1,500
        organizations involved in hardware manufacture, project development, power
        generation, finance and consultancy, as well as researchers, academics and
        associations. More information can be viewed on their web site which is
        www.gwec.org and it contains much information on the industry and its
        markets.
 
 *Table
            of Contents*
 7
 The
        GWEC
        report further states that in terms of economic value, the wind energy sector
        has now become firmly installed as one of the important players in the energy
        markets, with the total value of new generating equipment installed in 2006
        reaching €18 billion, or USD$23 billion.  Outside of Europe, Asia has
        experienced the largest growth in the industry, in 2006 the continent accounted
        for 24% of new instillations of wind power facilities.
 
 Specifically,
        according to the GWEC release, China more than doubled its total installed
        capacity by installing 1,347 MW of wind energy in 2006, a 70% increase from
        last
        year’s figure. This brings China up to 2,604 MW of capacity, making it the sixth
        largest market worldwide. The Chinese market was boosted by the country’s new
        Renewable Energy Law, which entered into force on 1 January 2006.
 
 ***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.
 
 ***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.
 
 ***Trademarks***
 
 The
        Company currently holds no Trademarks.
 
 ***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
        March 29, 2007, we had 5 full-time and 1 part-time employee.
 
 *Table
            of Contents*
 8
 ***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.
 
 **Risk
        Factors**
 
 ***Cautionary
        Statement on Forward-Looking Statements***
 
 We
        have
        made and will make “forward-looking statements” within the meaning of
        Section 27A of the Securities Act of 1933 and Section 21E of the
        Securities Exchange Act of 1934 in our 2006 Annual Report, in this Annual
        Report
        on Form 10-K and in other contexts relating to future growth and
        profitability targets and strategies designed to increase total shareholder
        value. Forward-looking statements also include, but are not limited to,
        information regarding our future economic and financial condition, the plans
        and
        objectives of our management and our assumptions regarding our performance
        and
        these plans and objectives.
 
 The
        Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
        forward-looking statements to encourage companies to provide prospective
        information, so long as those statements are identified as forward-looking
        and
        are accompanied by meaningful cautionary statements identifying important
        factors that could cause actual results to differ materially from those
        discussed in the forward-looking statements. We desire to take advantage
        of the
“safe harbor” provisions of that Act.
 
 Some
        forward-looking statements that we make in our 2006 Annual Report, in this
        Annual Report on Form 10-K and in other contexts represent challenging
        goals for our company, and the achievement of these goals is subject to a
        variety of risks and assumptions and numerous factors beyond our control.
        Important factors that could cause actual results to differ materially from
        the
        forward-looking statements we make are described below. All forward-looking
        statements attributable to us or persons working on our behalf are expressly
        qualified in their entirety by the following cautionary statements.
 
 **Going
        Concern**
 
 Our
        auditors have expressed substantial doubt about our ability to continue as
        a
        going concern, which may result in the loss of your entire investment. If
        we
        discontinue operations, you will lose your entire investment.
 
 Our
        business is capital intensive and will require additional financing which
        will
        result in dilution to existing shareholders which would in turn reduce the
        share
        price of earlier issued shares. Our operations are capital intensive and
        growth
        will consume a substantial portion of available working capital. We may require
        additional capital in order to fund our operations. We do not have any
        commitments for additional financing and there can be no assurance that such
        additional funding, if required, will be available, or if available, will
        be
        available upon favorable terms. With respect to our ability to obtain financing
        on favorable terms, we do not have significant assets to serve as loan
        collateral. Still further, we presently do not have a sufficient cash flow
        to
        qualify for reasonable debt financing. Insufficient funds may prevent us
        from
        implementing our business strategy. In the event we raise additional funds
        through the issuance of equity securities, dilution to the then existing
        stockholders will result and future investors may be granted rights superior
        to
        those of existing stockholders. Accordingly, such dilution would reduce the
        share price of the earlier issued shares.
 
 ***Possible
        Delisting***
 
 On
        November 16, 2005, the Securities and Exchange Commission (SEC) approved
        the
        proposed rule change to NASD Rule 6530, also known as the Eligibility Rule.
        Under the rule change, OTC Bulletin Board (OTCBB) issuers that are cited
        for
        filing delinquency three times in a 24-month period and those removed for
        failure to file two times in a 24-month period will be ineligible for quotation
        by an NASD member. The new rule will apply to filings for reporting periods
        ending on and after October 1, 2005.
 
 *Table
            of Contents*
 9
 Since
        October 1, 2005, the Company has been cited for a filing delinquency two
        (2)
        times. If the Company is cited for a filing delinquency for a third time
        on or
        before April 20, 2008, then the Company will be ineligible for quotation
        by an
        NASD member, which would cause an investor or an existing shareholder to
        potentially lose all or part of his investment.
 
 ***Lack
        of operations, positive cash flow and profitability may continue which will
        affect our ability to remain in business***
 
 Since
        the
        inception of the Company, we have been unable to generate positive cash flow
        or
        profits in the industries in which we participate. If we do not generate
        positive cash flow and hence become profitable, we may not be able to remain
        in
        business.
 
 ***Uncertainty
        of commercial success may affect our ability to remain in
        business***
 
 With
        respect to our revenue and profitability prospects, we may not be able to
        achieve commercial success with our operations. Furthermore, our industry
        is
        characterized by rapid change and growth. Accordingly, we may not be able
        to
        keep up with the pace of change or fund its growth. If we fail to achieve
        commercial success, we will continue to suffer net losses and we will have
        to go
        out of business.
 
 ***Competition
        may have an adverse effect on our business***
 
 We
        are
        subject to competition from other companies that may try to emulate or compete
        with similar products or services. These competitors have been in the business
        longer than us and may have large executive and operating staffs. Our prospects
        may be adversely affected by competition from these companies. The introduction
        of similar or superior products by current or future competitors could have
        a
        material adverse effect on our business and financial condition.
 
 ***Dependence
        on management will affect our profitability***
 
 Future
        success depends on the continued services of the Company’s Chief Executive
        Officer, President and Chief Operating Officer. The loss of any of their
        services would be detrimental and could have a material adverse effect on
        the
        business, financial condition and results of operations. Future success is
        also
        dependent on our ability to identify, hire, train and retain other qualified
        managerial and other employees. Competition for these individuals is intense
        and
        increasing. We may not be able to attract, assimilate, or retain qualified
        managerial personnel and our failure to do so could have a material adverse
        effect on the business, financial condition and results of
        operations.
 
 ***Risks
        Relating to Our Common Stock***
 
 Due
        to
        the fact that our common stock is listed on the NASD OTC Bulletin Board,
        there
        can be no assurance that a regular trading market for our common stock will
        ever
        be developed. As such, the investors must be able to bear the financial risk
        of
        losing their entire investment. Our common stock is listed on the NASD OTC
        Bulletin Board under the trading symbol “WWEI.” From time to time, the Company’s
        trading activity is volatile and subject to rapid changes in both trading
        volume
        and trading price. Therefore, investors should realize that they may be unable
        to sell our common stock if they purchase it. Accordingly, investors must
        be
        able to bear the financial risk of losing their entire investment in our
        common
        stock.
 
 ***Lack
        of dividends may affect the value of your investment when compared to comparable
        stock, which does pay a dividend***
 
 *Table
            of Contents*
 10
 We
        have
        never paid a cash dividend on our common stock. We are not obligated to pay
        a
        dividend on our common stock and do not anticipate payment of any dividends
        for
        the foreseeable future.. The value of your stock may be reduced in that
        prospective buyers may prefer a stock which does pay a dividend.
 
 ***Potential
        volatility of stock price will affect the value of our common
        stock***
 
 There
        can
        be no assurance that an active public trading market can be established or
        sustained. Furthermore, if a regular trading market for the common stock
        is
        established, the shares could be subject to significant fluctuations in response
        to operating results and other factors, many of which are not within our
        control. Accordingly, you may not be able to obtain a satisfactory price
        for
        your shares if you need to sell some or all of your shares at a time when
        the
        shares may be depressed.
 
 ***Available
        Information***
  We
        file
        electronically with the Securities and Exchange Commission our annual reports
        on
        Form 10-KSB, quarterly reports on Form 10-QSB, 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
        2.   Properties**
  We
        are
        located at 10-20172 113B Avenue Maple Ridge, British Columbia Canada V2X
        0Y9.
        Our telephone number is (604) 460-8487. We rent, on a monthly basis,
        approximately 1915 square feet of industrial/office space for $1,830 per
        month,
        approximately 600 square feet of office space in China for approximately
        $1000
        per month and manufacturing space of approximately 1500 square feet for $1,920
        per month. Collectively, all of the space we lease is utilized for retail
        sales
        as offices and for production purposes. It is our belief that the various
        spaces
        are adequate for our immediate needs. Additional space may be required as
        we
        expand our windfarm activities. We do not foresee any significant difficulties
        in obtaining any required additional facilities.
 
 **Item
        3.  Legal Proceedings**
 
 We
        are
        not currently involved in any legal proceedings
 
 **Item
        4. Submission of Matters to a Vote of
        Security Holders**
  None.  *Table
              of Contents*
 11
 **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 February 1, 2004 through December 31, 2006.
  **Bid****High**
              
              **Low**2004
                  Fiscal YearFeb
                  - Mar 2004
              
              $
              10.20
              
              $
              4.08Apr
                  - June 2004
              
              $
              5.10
              
              $
              0.68July
                  - Sept 2004
              
              $
              1.36
              
              $
              0.34Sept
                  - Dec 2004
              
              $
              0.59
              
              $
              0.202005
                  Fiscal YearJan
                  - March 2005
              
              $
              0.71
              
              $
              0.16Apr
                  - June 2005
              
              $
              0.19
              
              $
              0.07July
                  - Sept 2005
              
              $
              0.12
              
              $
              0.045Oct
                  – Dec 2005
              
              $
              0.078
              
              $
              0.0172006
                  Fiscal YearJan
                  - Mar 2006
              
              $
              0.20
              
              $
              0.01Apr
                  - June 2006
              
              $
              0.19
              
              $
              0.09July
                  - Sept 2006
              
              $
              0.11
              
              $
              0.05Oct
                  – Dec 2006
              
              $
              0.13
              
              $
              0.06
   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
        March 28, 2007, there were approximately 124 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.
  *Table
            of Contents*
 12
 ***Securities
        Authorized for Issuance Under Equity Compensation
        Plans***
  On
        June
        23, 2006, the board of directors adopted the 2006 Stock Incentive Plan or
        the
        2006 Plan. The 2006 Plan reserves 20,000,000 shares of our common stock for
        issuance in connection with stock options, stock awards and other equity-based
        awards to be granted under the 2006 Plan.
  ***Recent
        Sales of Unregistered Securities***
  None,
        other than those set forth in the Form 8-Ks filed during the year ended December
        31, 2006.
 
 **Item
        6. 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.*
 
 **Historical
        Background and Overview**
 
 ***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.
  The
        worldwide demand for electricity is ever growing. At Welwind Energy
        International Corp. we are committed to providing the best resource option
        available for renewable energy, protecting our environment, empowering
        communities, bolstering local economies and respecting the rights of future
        generations.
 
 Welwind
        Energy International was founded to build, own and operate wind farms on
        an
        international scale. Our goal is to become a leading provider of clean energy
        products for the residential, business and governmental
        consumer.
 
 Our
        commitment to our investors is to provide an ethical investment
        opportunity.
 
 *Table
            of Contents*
 13
 ***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.
 
 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.
 
 *Table
            of Contents*
 14
 ***The
        Acquisition of Welwind Energy International
        Corporation.***
 
 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 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.
        Their current project is to bridge the North America-China link by building
        wind
        farms in China beginning along the South China Sea. The Company took several
        trips to China where two contracts were signed with the cities of Yangxi
        and
        Zhanjiang in the Province of Guangdong. The signed contracts allow the Company
        to build up to 1000 Megawatts (“MW”) of wind power in Guangdong Province. The
        company has also be in negotiations for a 50 year purchase price agreement
        (“PPA”) as well.  The engineering, procurement and Construction (EPC)
        contractor, China Machine International Building Corp., has agreed to provide
        the engineering, procurement and construction on the projects along with
        performance bonds.
 
 Representatives
        of the Company attended the Renewable Energy Finance Asia Conference in Hong
        Kong. The investment forum brought together International Industry leaders
        and
        presented networking discussions from Carbon markets and alternative energy.
        Investors, Fund managers, Utilities Government, Asian Development Banks,
        The
        World Bank and the United Nations were among those in attendance, providing
        experience and perspective to this growing market. The event clearly solidifies
        the confidence of renewable energy in Asia and provided us with numerous
        networking opportunities.
 
 We
        were
        able to spend one on one time with representatives of the International Finance
        Corporation/World Bank to discuss international developments and economic
        growth
        of the company.
 
 While
        in
        China, the Company formally signed the commitment for a land lease pertaining
        to
        the Zhanjiang wind farm. We plan to build forty-nine (49) MW in the first
        phase
        of a six hundred (600) MW wind farm on this property.
 
 In
        regards to the Yangxi wind farm project, the base is complete and the
        installation of the 100 meter meteorological tower took place in June of
        2006.
        The data collected over the next year will provide the necessary information
        required to build out the wind farm. The Yangxi wind farm will start as a
        49 MW
        project building out to 400 MWs.
 
 ***Product***
 
 The
        Zhanjiang Project
 
 The
        Zhanjiang Project will see the instillation of a six hundred (600) MW wind
        farm
        on the subject property.  We recently announced that through a
        cooperative agreement with Guangzhou Engga Wind Energy Co. Ltd (“Engga”) that
        the first turbine produced by Engga for the Company rolled-off the production
        line in February 2007. This turbine will be the first installed turbine for
        the
        Zhanjiang Project, during this Phase 1, the Company plans to build forty-nine
        (49) MWs.  The Company has constructed the base for the first turbine
        and expects that the first turbine will be installed on the Zhanjiang Project
        sometime in April of 2007 once curing is complete. The first turbine installed
        is expected to generate enough power to supply electricity for up to 1000
        homes
        in the region.
 
 ***Supply***
 
 The
        Company and Guangzhou Engga Wind Energy Co. Ltd. (“ENGGA”) announced a
        cooperative relationship where by the Company and ENGGA will work together
        on
        the technology and future supply of all Welwind turbines. The agreement gives
        Welwind priority for all turbines to be manufactured by ENGGA. ENGGA is the
        sino-joint enterprise with the shareholders by Britain ENGGA Power Generator
        Co., Ltd. and Hong Kong ENGGA Investment Co., Ltd. with the registered capital
        reaching RMB30 million and specializing in making, selling and installing
        wind
        power generation equipments, as well as selling parts of wind power generation
        equipments.
 
 *Table
            of Contents*
 15
 ***Our
        Strategy***
 
 During
        2006, we successfully completed several important milestones that we believe
        were fundamental to our being able to achieve growth from our business model
        for
        project developments in the alternative energy market and continued growth
        in
        our health and wellness operations.
 
 These
        milestones include:
 
 ·
              Development
                  of several private label products currently being sold under the
                  brand
                  name “Carb Craver Alternatives”
 ·
              Successfully
                  launched our line of Amazon Acai Berry Granolas currently for sale
                  in
                  various retail chains including Whole Foods
                  Markets
 
 ·
              Completed
                  significant research and development paving the way for future
                  leading
                  edge products including the development of a line of nutrition
                  bars
 ·
              Developed
                  a business model to pursue development of wind energy projects
                  internationally
 ·
              Acquired
                  our first wind energy development company through the acquisition
                  of
                  Welwind Energy International Corporation in August
                  2007
 
 As
        a
        result of the achievements of these milestone and our ongoing marketing and
        business development efforts, we have set the ground work for promising results
        for the organization.  Our current focus in the alternative energy
        market will be our primary focus in our business moving forward for 2007.
        The
        capital currently available to us and future financings will be for the
        development and operation of wind farms in China and continued expansion
        of wind
        projects globally. The company sees additional growth via acquisitions of
        additional wind farm projects.
 
 ***Results
        of Operations***
  **Year
        Ended December 31, 2006 Compared to Year Ended December 31,
        2005**
   The
        following table summarizes the Company’s results of operations. The table and
        the discussion below should be read in conjunction with the audited financial
        statements and the notes thereto appearing elsewhere in this
        report.
  ***Results
                  of Operations*****Year
                  Ended December 31,**
              
              **2006**Increase
                  (Decrease)
                from
                  Prior Year
              
              **2005**              Increase
                  (Decrease)from
                  Prior Year**$**
              
              
              
              **%**
              
              **$**
              
              **%**Sales
              
              135,339
              
              
              
              (55.34)
              %
              
              303,073
              
              (68.24)
              %Gross
                  Profit
              
              98,482
              
              
              
              (30.30)
              %
              
              141,289
              
              (72.55)
              %Operating
                  Expense
              
              2,500,102
              
              
              
              (5.78)
              %
              
              2,653,403
              
              (14.05)
              %Income
                  From Operations
              
              (2,401,620)
              
              
              
              (4.40)
              %
              
              (2,512,114)
              
              (2.35)
              %Other
                  Income (Expenses)
              
              (91,732)
              
              
              
              (65.67)
              %
              
              (267,195)
              
              43.64
              %Net
                  Income
              
              (2,493,352)
              
              
              
              (10.54)
              %
              
              (2,787,062)
              
              1.03
              %
 
 
 ***Revenues***
  Revenues
        for the year ended December 31, 2006 were $135,339, a decrease of 55.34%
        from
        $303,073 for 2005. Our decrease in revenues was primarily attributable to
        the
        closing of two of our retail outlets in March 2005 and November
        2005.  These two retail outlets accounted for $156,560 (52%) of
        revenue during the 2005 fiscal year.  Our gross profit percentage
        increased from 47% for the year ended December 31, 2005 to 73% for the year
        ended December 31, 2006.  This increase was due the cessation of
        purchasing more expensive, prepackaged products sold by the two retail outlets
        closed in fiscal 2005.
  16
  ***General
        and Administrative Expenses***
   General
        and Administrative expenses in 2006 decreased by 5.78% to $2,500,102 from
        $2,653,403 in 2005. The decrease of general and administrative expenses was
        mainly attributable to the closing of a retail store located in North Vancouver,
        BC, Canada, midway through 2006, which resulted in lower overhead
        costs.  Also, the Company’s head office has moved to Maple Ridge, BC,
        which has also resulted in lower overhead costs.
  ***Net
                  Income***
  Net
        loss
        in 2006 was $2,493,352, a decrease of $293,710 or 10.54% from $2,787,062.
        The
        decrease in net costs is largely due to lower general and administrative
        expenses and also the Company incurred a loss on debt settlement of $201,038
        in
        the prior year
   **LIQUIDITY
        AND CAPITAL RESOURCES**
  At
        December 31, 2006, we had $603,182 in cash and total current assets of
        $2,050,351 and our current liabilities are $775,677. We may require additional
        capital investments or borrowed funds to meet cash flow projections and carry
        forward our future business objectives.  There can be no assurance that we
        will be able to raise capital from outside sources in sufficient amounts
        to fund
        our business. On November 28, 2006, we closed a private placement for
        USD$1,500,000.
 
 The
        failure to secure adequate outside funding would have an adverse affect on
        our
        expansion plan of operation and results therefrom and a corresponding negative
        impact on shareholder liquidity.
  At
        December 31, 2006, the Company used $560,055 of net cash flows in operating
        activities. However, the Company was able to fund operations by receiving
        cash
        proceeds of $804,875 from the issuance of common stock and $556,855 from
        the
        issuance of preferred stock.
 
 ***Uses
                  of Liquidity***
  The
        Company's cash requirements through the end of fiscal 2007 are primarily
        to fund
        operations and to complete the wind farm projects in China.
  ***Sources
                  of Liquidity***
  The
        Company’s primary source of liquidity for its short-term cash needs is expected
        to be cash flow generated from operations, and cash and cash equivalents
        currently on hand. The Company believes that will be able to borrow additional
        funds if needed.
   The
        Company believes its cash flow from operations together with its cash and
        cash
        equivalents currently on hand will be sufficient to meet its working capital,
        capital expenditure and other commitments through December 2006. For its
        long-term cash needs, the Company is currently considering a number of different
        financing opportunities including debt and equity financing. Adequate funds
        may
        not be available on terms acceptable to it. If additional funds are raised
        through the issuance of equity securities, dilution to existing stockholders
        may
        result. If funding is insufficient at any time in the future, the Company
        will
        develop or enhance its products or services and expand its business funded
        by
        its own operation cash flows.
  *Table
            of Contents*
 17
 ***Off-Balance
        Sheet Arrangements***
  We
        do not
        have any 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 our
        investors.
  ***Critical
        Accounting Policies***
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make a wide variety of estimates
        and assumptions that affect (i) the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities as of the date of the
        financial statements, and (ii) the reported amounts of revenues and expenses
        during the reporting periods covered by the financial statements. Our management
        routinely makes judgments and estimates about the effect of matters that
        are
        inherently uncertain. As the number of variables and assumptions affecting
        the
        future resolution of the uncertainties increases, these judgments become
        even
        more subjective and complex. The most significant accounting policies that
        are
        most important to the portrayal of our current financial condition and results
        of operations are as follows:
  Revenue
        Recognition
  The
        Company recognizes revenue in accordance with Securities and Exchange Commission
        Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
        Statements”. Revenue consists of the sale of products and is recognized only
        when the price is fixed or determinable, persuasive evidence of an arrangement
        exists, the product is shipped, and collectability is reasonably
        assured.
  Acquired
        Goodwill
  Goodwill
        represents the excess of the purchase price of acquired assets over the fair
        values of the identifiable assets acquired and liabilities assumed. Pursuant
        to
        SFAS No. 141, “Business Combinations” the Company does not amortize goodwill,
        but tests for impairment of goodwill on an annual basis and at any other
        time if
        events occur or circumstances indicate that the carrying amount of goodwill
        may
        not be recoverable. Circumstances that could trigger an impairment test include
        but are not limited to: a significant adverse change in the business climate
        or
        legal factors; an adverse action or assessment by a regulator; unanticipated
        competition and loss of key personnel. Goodwill is tested for impairment
        using
        present value techniques of estimated future cash flows; or using valuation
        techniques based on multiples of earnings. If the carrying amount of goodwill
        exceeds the implied fair value of that goodwill, an impairment loss is charged
        to operations.
  Customer
        Relationships
  Customer
        relationships consist of the relationships the Company has attained with
        the
        various levels of governments in China, which resulted in the entering of
        two
        agreements. The Company used the replacement cost approach for accounting
        for
        customer relationships. This approach uses an estimate of what a notional
        purchaser would likely pay for the intangible asset in order to be in the
        same
        position of the Company at the date of the closing of the Asset Purchase
        Agreement. The Company will amortize the carrying value of the customer
        relationships on a straight-line basis over the remaining estimated useful
        lives
        of the wind power plants upon commencement of the commercial production of
        electricity.
 
 ***RECENT
        ACCOUNTING PRONOUNCEMENTS***
 
 ***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 only facilities located 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.
 *Table
              of Contents*
 18
  **Item
        7.    Financial
        Statements**
 
 Welwind
        Energy International Corporation
 (formerly
        Vitasti, Inc.)
 
 December
        31, 2006
 
 
 
 IndexReport
                of Independent Registered Public Accounting Firm
              F–1Consolidated
                Balance Sheets
              F–2Consolidated
                Statements of Operations
              F–3Consolidated
                Statements of Cash Flows
              F–4Consolidated
                Statement of Stockholders’ Equity (Deficit)
              F–5Notes
                to the Consolidated Financial Statements
              F–6
 *Table
              of Contents*
 19
 
   **Report
        of Independent Registered Public Accounting Firm**
  
 
 To
        the
        Directors and Stockholders
 Welwind
        Energy International Corporation
 (formerly
        Vitasti Inc.)
 
 We
        have
        audited the accompanying consolidated balance sheets of Welwind Energy
        International Corporation (formerly Vitasti Inc.) as of December 31, 2006
        and
        2005 and the related consolidated statements of operations, cash flows and
        stockholders' deficit for the years then ended. These consolidated financial
        statements are the responsibility of the Company's management. Our
        responsibility is to express an opinion on these consolidated 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 financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Welwind Energy International
        Corporation (formerly Vitasti Inc.) as of December 31, 2006 and 2005, and
        the
        results of its operations and its cash flows for the years then ended, in
        conformity with accounting principles generally accepted in the United
        States.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        the
        Company will continue as a going concern. As discussed in Note 1 to the
        consolidated financial statements, the Company has incurred significant
        operating losses. The Company will need additional equity/debt financing
        to
        sustain operations. These factors raise substantial doubt about the Company’s
        ability to continue as a going concern. Management’s plans in regard to these
        matters are also discussed in Note 1. The consolidated financial statements
        do
        not include any adjustments that might result from the outcome of this
        uncertainty.
 
 
 
 CHARTERED
        ACCOUNTANTS
  Vancouver,
        Canada
  March
        16,
        2007  F-
                1
 *Table
              of Contents*
 20
 Welwind
        Energy International Corporation
 (formerly
        Vitasti, Inc.)
  **Consolidated
        Balance Sheets**
  (Expressed
        in Canadian Dollars)
 
 
 December
                  31,
                2006
                $
              December
                  31,
                2005
                $**ASSETS****Current
                  Assets**Cash
              
              603,182
              799Accounts
                  receivable
              
              14,115
              9,473Inventory
              
              15,424
              2,721Prepaid
                  expenses  (Note 6)
              
              1,417,630
              1,404Total
                  Current Assets
              
              2,050,351
              14,397Property
                  and equipment, net (Note 2 (g))
              
              215,304
              10,600Customer
                  relationships (Note 8)
              
              245,016
              –Goodwill
                  (Note 8)
              
              1,469,171
              –**Total
                  Assets**
              
              3,979,842
              24,997**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)****Liabilities**Accounts
                  payable
              
              130,026
              85,483Accrued
                  liabilities (Note 3)
              
              47,453
              –Due
                  to related parties (Note 4)
              
              598,198
              185,626Total
                  Liabilities
              
              775,677
              271,109Commitments
                  and Contingencies (Notes 1 and 7)**Stockholders’
                  Equity (Deficit)**Preferred
                  Stock:Authorized:
                  10,000,000 shares, US$0.001 par value
                Issued
                  and outstanding: 10,000,000 shares
                (2005
                  – None issued and outstanding)
              
              11,137
              –Common
                  Stock:Authorized:
                  290,000,000 shares, US$0.001 par value
                Issued
                  and outstanding: 128,583,583 shares
                (2005
                  – 45,436,494 issued and outstanding)
              
              144,875
              49,893Additional
                  paid-in capital
              
              12,275,033
              5,285,024Stock
                  subscriptions receivable (Notes 6(d) and (m))
              
              (1,151,605)
              –Accumulated
                  other comprehensive loss
              
              (894)
              –Accumulated
                  deficit
              
              (8,074,381)
              (5,581,029)Total
                  Stockholders’ Equity (Deficit)
              
              3,204,165
              (246,112)**Total
                  Liabilities and Stockholders’ Equity (Deficit)**
              
              3,979,842
              24,997
 
 
  F-2
 *Table
            of Contents*
 21
  Welwind
        Energy International Corporation
 (formerly
        Vitasti, Inc.)
 Consolidated
        Statements of Operations
 (Expressed
        in Canadian Dollars)
 
 
 
 For
                  the
                Year
                  Ended
                December
                  31,
                2006
                $
              For
                  the
                Year
                  Ended
                December
                  31,
                2005
                $Revenue
              
              
              
              135,339
              303,073Cost
                  of sales
              
              
              
              (36,857)
              (161,784)Gross
                  profit
              
              
              
              98,482
              141,289Operating
                  expensesGeneral
                  and administrative
              
              
              
              2,500,102
              2,653,403Loss
                  from continuing operations
              
              
              
              (2,401,620)
              (2,512,114)Other
                  expensesLoss
                  on settlement of debt
              
              
              
              (90,732)
              (201,038)Loss
                  on disposal of property and equipment
              
              
              
              (1,000)
              (66,157)Loss
                  before discontinued operations
              
              
              
              (2,493,352)
              (2,779,309)Discontinued
                  operationsLoss
                  on disposal of assets from discontinued operations (Note
                  11)
              
              
              –
              (7,753)Net
                  loss
              
              
              
              (2,493,352)
              (2,787,062)Other
                  comprehensive loss:Foreign
                  currency translation
                  adjustment
              
              
              
              (894)
              –Comprehensive
                  loss
              
              
              
              (2,494,246)
              (2,787,062)Net
                  loss per common share – basic and dilutedContinuing
                  operations
              
              
              
              (0.03)
              (0.08)Discontinued
                  operations
              
              
              
              –
              –Net
                  loss per common share
              
              
              
              (0.03)
              (0.08)Weighted
                  average number of common shares outstanding
              
              
              
              71,309,000
              29,648,000
 F-3
 *Table
              of Contents*
 22
  Welwind
        Energy International Corporation
 (formerly
        Vitasti, Inc.)
  **Consolidated
        Statements of Cash Flows**
  (Expressed
        in Canadian Dollars)
 
 Year
                Ended
                December
                  31,
                2006
                $
              Year
                Ended
                December
                  31,
                2005
                $Operating
                  activitiesNet
                  loss for the year
              
              (2,493,352)
              (2,787,062)Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Amortization
              
              7,212
              19,931Loss
                  on settlement of debt
              
              90,732
              201,038Loss
                  on disposal of property and equipment
              
              1,000
              66,157Loss
                  on sale of discontinued operations
              
              –
              7,753Stock-based
                  compensation
              
              1,443,987
              2,324,262Changes
                  in operating assets and liabilities:Bank
                  overdraft
              
              –
              (6,486)Accounts
                  receivable
              
              (4,643)
              (6,687)Inventory
              
              (12,703)
              26,938Prepaid
                  expenses
              
              (5,440)
              12,265Accounts
                  payable and accrued liabilities
              
              93,503
              (28,093)Due
                  to related
                  parties
              
              319,649
              –Net
                  cash flows used in operating activities
              
              (560,055)
              (169,984)Investing
                  activitiesProceeds
                  from sale of discontinued operations
              
              –
              20,000Proceeds
                  from sale (purchase) of equipment
              
              (200,592)
              2,000Cash
                  received upon acquisition of Welwind Energy International
                  Corp.
              
              2,194
              –Net
                  cash flows (used in) provided by investing activities
              
              (198,398)
              22,000Financing
                  activitiesSettlement
                  of demand loan payable
              
              –
              (31,904)Proceeds
                  from issuance of preferred shares
              
              556,855
              –Proceeds
                  from issuance of common shares
              
              804,875
              5,840Proceeds
                  from loans from shareholders
              
              –
              160,077Net
                  cash flows provided by financing activities
              
              1,361,730
              134,013Effect
                  of foreign exchange rate on cash
              
              (894)
              –Increase
                  (decrease) in cash
              
              602,383
              (13,971)Cash
                  – beginning of year
              
              799
              14,770Cash
                  – end of year
              
              603,182
              799Non-cash
                  investing and financing activitiesIssuance
                  of common stock for finders’ fees
              
              1,188,001
              –Issuance
                  of common stock for settlement of debt
              
              103,109
              170,000Issuance
                  of common stock to settle convertible promissory note
              
              –
              265,837Supplementary
                  disclosuresInterest
                  paid
              
              –
              23,156Income
                  taxes paid
              
              –
              –
  F-4
 *Table
            of Contents*
 23
  Welwind
        Energy International Corporation
 (formerly
        Vitasti, Inc.)
 CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 For
        the
        year ended December 31, 2006
 (Expressed
        in Canadian Dollars)
 
 AccumulatedPreferred
                  Stock
              Common
                  Stock
              Common
                  Stock Subscribed
              Additional
                Paid-in
                Capital
              Stock
                  subscriptions receivable
              Accumulated
                Deficit
              Other
                Comprehensive
                  Income
              Total#
                  of
                shares
              Amount
              #
                  of
                shares
              Amount
              #
                  of
                shares
              AmountBalance,
                  December 31, 2004
              –
              –
              8,116,801
              $    8,915
              14,743,199
              $
                  16,188
              $
                  2,543,875
              $      –
              $
                  (2,793,967)
              $         –
              $  (224,989)Issuance
                  of common stock subscribed
              
              –
              14,743,199
              16,188
              (14,743,199)
              (16,188)
              –
              –
              –
              –
              –Common
                  stock issued for conversion of debt
              –
              –
              1,695,452
              1,862
              –
              –
              263,975
              –
              –
              –
              265,837Adjustment
                  for fractional shares resulting from stock split
              –
              –
              156
              –
              –
              –
              –
              –
              –
              –
              –Common
                  stock issued for settlement of debt
              –
              –
              250,000
              275
              –
              –
              169,725
              –
              –
              –
              170,000Common
                  stock issued on exercise of warrants
              –
              –
              32,000
              35
              –
              –
              5,805
              –
              –
              –
              5,840Common
                  stock issued for services
              –
              –
              20,598,886
              22,618
              –
              –
              2,301,644
              –
              –
              –
              2,324,262Net
                  loss for the year
              –
              –
              –
              –
              –
              –
              –
              –
              (2,787,062)
              –
              (2,787,062)Balance
                  December 31, 2005
              –
              –
              45,436,494
              49,893
              –
              –
              5,285,024
              –
              (5,581,029)
              –
              (246,112)Common
                  stock issued for cash
              –
              –
              34,050,000
              38,883
              –
              –
              1,917,597
              (1,151,605)
              –
              –
              804,875Common
                  stock issued for services
              –
              –
              27,326,795
              31,181
              –
              –
              2,605,736
              –
              –
              –
              2,636,917Common
                  stock issued for finders’ fees
              –
              –
              10,000,000
              11,429
              –
              –
              1,176,572
              –
              –
              –
              1,188,001Common
                  stock issued for settlement of debt
              –
              –
              770,000
              859
              –
              –
              102,250
              –
              –
              –
              103,109Stock
                  split adjustment
              –
              –
              294
              1
              –
              –
              24
              –
              –
              –
              25Common
                  stock issued for purchase of Welwind Energy International
                  Corp.
              –
              –
              11,000,000
              12,629
              –
              –
              1,619,456
              
              
              
              1,632,085Preferred
                  stock issued for cash
              10,000,000
              11,137
              –
              –
              –
              –
              545,718
              –
              –
              –
              556,855Share
                  issuance costs
              –
              –
              –
              –
              –
              –
              (1,188,001)
              –
              –
              –
              (1,188,001)Stock-based
                  compensation
              –
              –
              –
              –
              –
              –
              210,657
              –
              –
              –
              210,657Foreign
                  currency translation adjustment
              –
              –
              –
              –
              –
              –
              –
              –
              –
              (894)
              (894)Net
                  loss for the year
              –
              –
              –
              –
              –
              –
              –
              –
              (2,493,352)
              –
              (2,493,352)Balance
                  December 31, 2006
              10,000,000
              $
                  11,137
              128,583,583
              $   144,875
              –
              $       –
              $12,275,033
              $  (1,151,605)
              $(8,074,381)
              $      (894)
              $  3,204,165
  F-5
 *Table
            of Contents*
 24
  1.      Nature
        of Operations and Continuance of Business
  The
        Company was incorporated in the state of Delaware on December 18,
        1997.  On October 26, 2006, the Company changed its name to Welwind
        Energy International Corporation.  The Company (formerly Global Golf
        Holdings, Inc.) acquired a business on November 23, 2004 and since that date
        has
        adopted the business plan of the acquired Company which is to sell and
        distribute low carbohydrate and sugar-free foods through retail and wholesale
        outlets in Western British Columbia, Canada, and through the internet. The
        Company is based in Vancouver, Canada.The
        Company had also been in the business of marketing, rental, and distribution
        of
        golf merchandise until December 31, 2004, when management decided to
        discontinue the golf line of business. Accordingly, for all periods presented,
        the golf operations are presented as discontinued operations.  Refer
        to Note 11.
  On
        August
        17, 2006, the Company closed a Share Exchange Agreement (the “Agreement”) with
        Welwind Energy International Corporation (“WEIC”), a private Canadian company,
        to acquire 100% of the outstanding and issued share capital of WEIC in exchange
        for 11,000,000 restricted shares of the Company. WEIC was founded in 2005
        to
        build, own and operate wind farms on an international scale. During the year
        ended December 31, 2006, the Company advanced $655,910 to WEIC as a non-interest
        bearing loan towards the development of its business. On June 22, 2006, the
        Company issued 11,000,000 shares of common stock.  Refer to Note
        8.
  The
        Company has incurred significant losses in prior years and has an accumulated
        deficit at December 31, 2006 of $8,074,381. The Company's ability to continue
        as
        a going concern is dependent upon the Company's obtaining 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 steps as part of a plan with the goal of
        sustaining Company operations for the next twelve months and beyond. These
        steps
        include: (a) focusing on promoting and expanding its business plan, (b)
        continuing efforts to raise additional capital and/or other forms of financing;
        and (c) controlling overhead and expenses. There can be no assurance that
        any of
        these efforts will be successful.
 
 
 2.      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, Welwind Energy
        International Corp., 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. The Company had another wholly-owned
        subsidiary, GolfLogix, Inc. which ceased to exist in 2005.
  b)
              Use
                  of Estimates
  The
        preparation of 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 financial statements and the reported amounts
        of
        revenue and expenses in the reporting period. The Company regularly evaluates
        estimates and assumptions related to allowances for doubtful accounts, sales
        returns and allowances, inventory reserves, stock-based compensation expense,
        share-based payments, deferred income tax asset valuations 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 and
        the
        accrual of costs and expenses that are not readily apparent from other sources.
        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 checking 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.
  F-6
 *Table
            of Contents*
 25
  2.      Summary
        of Significant Accounting Policies (continued)
  d)
              Accounts
                  Receivable
  Accounts
        receivable consists of amounts due from customers located in Western Canada.
        The
        Company considers accounts more than 30 days old to be past due. The Company
        uses the allowance method for recognizing bad debts. When an account is deemed
        uncollectible, it is written off against the allowance. The Company generally
        does not require collateral for its accounts receivable. As of December 31,
        2006, management believes no allowance for uncollectible accounts are
        necessary.
  e)
              Reclassifications
  Certain
        reclassifications have been made to the prior period’s financial statements to
        conform to the current period’s presentation.
  f)
              Inventory
                  and Cost of Sales
  Inventory
        consists of health foods and ingredients and is stated at the lower of cost
        (first-in, first-out method) or market. Shipping and handling costs are included
        with cost of sales.
  g)
              Property
                  and Equipment
  Equipment
        is 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.
  Property
        and equipment on hand consist of:
  Cost
                $
              Accumulated
                  depreciation
                $
              December
                  31,
                2006
                Net
                  carrying value
                $
              December
                  31,
                2005
                Net
                  carrying value
                $Wind
                  equipment under construction
              158,658
              –
              158,658
              –Automobile
              48,762
              4,277
              44,485
              –Computer
                  hardware
              3,947
              1,167
              2,780
              2,500Office
                  furniture and equipment
              12,003
              2,622
              9,381
              8,100223,370
              8,066
              215,304
              10,600
  h)
              Goodwill
  Goodwill
        represents the excess of the purchase price of acquired assets over the fair
        values of the identifiable assets acquired and liabilities
        assumed.  Pursuant to SFAS No. 141, “*Business Combinations*”
the Company does not amortize goodwill, but tests for impairment
        of goodwill on
        an annual basis and at any other time if events occur or circumstances indicate
        that the carrying amount of goodwill may not be
        recoverable.  Circumstances that could trigger an impairment test
        include but are not limited to: a significant adverse change in the business
        climate or legal factors; an adverse action or assessment by a regulator;
        unanticipated competition and loss of key personnel.  Goodwill is
        tested for impairment using present value techniques of estimated future
        cash
        flows; or using valuation techniques based on multiples of earnings. If the
        carrying amount of goodwill exceeds the implied fair value of that goodwill,
        an
        impairment loss is charged to operations.
  i)
              Customer
                  Relationships
  Customer
        relationships consist of the relationships the Company has attained with
        the
        various levels of governments in China, which resulted in the entering of
        two
        agreements as noted in Note 7(d) and (e). The Company used the replacement
        cost
        approach for accounting for customer relationships.  This approach
        uses an estimate of what a notional purchaser would likely pay for the
        intangible asset in order to be in the same position of the Company at the
        date
        of the closing of the Asset Purchase Agreement described in Note
        8.  The Company will amortize the carrying value of the customer
        relationships on a straight-line basis over the remaining estimated useful
        lives
        of the wind power plants upon commencement of the commercial production of
        electricity.
  F-7
 *Table
            of Contents*
 26
  2.      Summary
        of Significant Accounting Policies (continued)
  j)
              Long-Lived
                  Assets
  In
        accordance with SFAS No. 144, *“Accounting for the Impairment or Disposal of
        Long-Lived Assets”,* 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.
  k)
              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, 2006, the exchange rate for one Chinese Renminbi
        was
        $0.1496 CAD.  For the period from January 1, 2006 to December 31,
        2006, the average exchange rate for one Chinese Renminbi was $0.1425 CAD.
        The
        Company has not, to the date of these financial statements, entered into
        derivative instruments to offset the impact of foreign currency
        fluctuations.
  l)
              Revenue
                  Recognition
  The
        Company recognizes revenue in accordance with Securities and Exchange Commission
        Staff Accounting Bulletin No. 104 (“SAB 104”), *“Revenue Recognition in
        Financial Statements”*. Revenue consists of the sale of products and is
        recognized only when the price is fixed or determinable, persuasive evidence
        of
        an arrangement exists, the product is shipped, and collectibility is reasonably
        assured.
  m)
              Basic
                  and Diluted Net Income (Loss) Per
                  Share
  The
        Company computes net income (loss) per share in accordance with SFAS No.
        128,
*"Earnings per Share"*. SFAS No. 128 requires presentation of both basic
        and diluted earnings per share (EPS) on the face of the income statement.
        Basic
        EPS is computed by dividing net income (loss) available to common shareholders
        (numerator) by the weighted average number of shares outstanding (denominator)
        during the period. Diluted EPS gives effect to all dilutive potential common
        shares outstanding during the period using the treasury stock method and
        convertible preferred stock using the if-converted method. In computing diluted
        EPS, the average stock price for the period is used in determining the number
        of
        shares assumed to be purchased from the exercise of stock options or warrants.
        Diluted EPS excludes all dilutive potential shares since their effect is
        anti-dilutive. Shares underlying these securities totaled approximately 392,000
        as of December 31, 2006.
  n)
              Comprehensive
                  Loss
 
 SFAS
        No.
        130, *“Reporting Comprehensive Income,”* establishes standards for the
        reporting and display of comprehensive loss and its components in the financial
        statements. For the year ended December 31, 2006, the Company’s only component
        of comprehensive loss was foreign currency translation adjustments.
  o)
              Stock-based
                  Compensation
  Prior
        to
        January 1, 2006, the Company accounted for stock-based awards under the
        recognition and measurement provisions of Accounting Principles Board Opinion
        No. 25 *“Accounting for Stock Issued to Employees”* using the intrinsic
        value method of accounting. Effective January 1, 2006, the Company adopted
        the
        fair value recognition provisions of SFAS No. 123R *“Share Based
        Payments”*, using the modified retrospective transition method. The Company
        did not have any unvested stock options or share based payments as of January
        1,
        2006. Accordingly, there was no effect on the Company’s reported loss from
        operations, cash flows or loss per share as a result of adopting SFAS No
        123R.
  F-8
 *Table
            of Contents*
 27
  2.      Summary
        of Significant Accounting Policies (continued)
  p)
              Financial
                  Instruments
  The
        fair
        values of financial instruments including cash, accounts receivable, accounts
        payable, accrued liabilities and 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.
  q)
              Income
                  Taxes
  Potential
        benefits of income tax losses are not recognized in the accounts until
        realization is more likely than not. The Company has adopted SFAS No. 109
        *“Accounting for Income Taxes”* as of its inception. Pursuant to SFAS No.
        109 the Company is required to compute tax asset benefits for net operating
        losses carried forward. The potential benefits of net operating losses have
        not
        been recognized in these financial statements because the Company cannot
        be
        assured it is more likely than not it will utilize the net operating losses
        carried forward in future years.
  r)
              Recent
                  Accounting Pronouncements
  In
        September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
*“Considering the Effects of Prior Year Misstatements when Quantifying
        Misstatements in Current Year Financial Statements.”* SAB No. 108 addresses
        how the effects of prior year uncorrected misstatements should be considered
        when quantifying misstatements in current year financial statements. SAB
        No. 108
        requires companies to quantify misstatements using a balance sheet and income
        statement approach and to evaluate whether either approach results in
        quantifying an error that is material in light of relevant quantitative an
        qualitative factors. SAB No. 108 is effective for period ending after November
        15, 2006. The Company is currently evaluating the impact of adopting SAB
        No. 108
        but does not expect that it will have a material effect on its financial
        statements
  In
        September 2006, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        158, *“Employers’ Accounting for Defined Benefit Pension and Other
        Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
        132(R)”*. This statement requires employers to recognize the overfunded or
        underfunded status of a defined benefit postretirement plan (other than a
        multiemployer plan) as an asset or liability in its statement of financial
        position and to recognize changes in that funded status in the year in which
        the
        changes occur through comprehensive income of a business entity or changes
        in
        unrestricted net assets of a not-for-profit organization.  This
        statement also requires an employer to measure the funded status of a plan
        as of
        the date of its year-end statement of financial position, with limited
        exceptions. The provisions of SFAS No. 158 are effective for employers with
        publicly traded equity securities as of the end of the fiscal year ending
        after
        December 15, 2006. The adoption of this statement did not have a material
        effect
        on the Company's reported financial position or results of
        operations.
  In
        September 2006, the FASB issued SFAS No. 157, *“Fair Value
        Measurements”*. The objective of SFAS No. 157 is to increase consistency and
        comparability in fair value measurements and to expand disclosures about
        fair
        value measurements.  SFAS No. 157 defines fair value, establishes a
        framework for measuring fair value in generally accepted accounting principles,
        and expands disclosures about fair value measurements. SFAS No. 157 applies
        under other accounting pronouncements that require or permit fair value
        measurements and does not require any new fair value measurements. The
        provisions of SFAS No. 157 are effective for fair value measurements made
        in
        fiscal years beginning after November 15, 2007. The adoption of this statement
        is not expected to have a material effect on the Company's future reported
        financial position or results of operations.
  In
        June
        2006, the FASB issued FASB Interpretation No. 48, *“Accounting for
        Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109”*.
        FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing
        a
        two-step method of first evaluating whether a tax position has met a more
        likely
        than not recognition threshold and second, measuring that tax position to
        determine the amount of benefit to be recognized in the financial statements.
        FIN 48 provides guidance on the presentation of such positions within a
        classified statement of financial position as well as on derecognition, interest
        and penalties, accounting in interim periods, disclosure, and transition.
        FIN 48
        is effective for fiscal years beginning after December 15, 2006. The adoption
        of
        this statement is not expected to have a material effect on the Company's
        future
        reported financial position or results of operations.
  F-9
 *Table
            of Contents*
 28
  2.      Summary
        of Significant Accounting Policies (continued)
  s)
              Recent
                  Accounting Pronouncements
                  (continued)
  In
        March
        2006, the FASB issued SFAS No. 156, *"Accounting for Servicing of Financial
        Assets, an amendment of FASB Statement No. 140, Accounting for Transfers
        and
        Servicing of Financial Assets and Extinguishments of Liabilities"*. This
        statement requires all separately recognized servicing assets and servicing
        liabilities be initially measured at fair value, if practicable, and permits
        for
        subsequent measurement using either fair value measurement with changes in
        fair
        value reflected in earnings or the amortization and impairment requirements
        of
        Statement No. 140. The subsequent measurement of separately recognized servicing
        assets and servicing liabilities at fair value eliminates the necessity for
        entities that manage the risks inherent in servicing assets and servicing
        liabilities with derivatives to qualify for hedge accounting treatment and
        eliminates the characterization of declines in fair value as impairments
        or
        direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
        year
        beginning after September 15, 2006. The adoption of this statement is not
        expected to have a material effect on the Company's future reported financial
        position or results of operations.
  In
        February 2006, the FASB issued SFAS No. 155, *"Accounting for Certain Hybrid
        Financial Instruments-an amendment of FASB Statements No. 133 and 140"*, to
        simplify and make more consistent the accounting for certain financial
        instruments. SFAS No. 155 amends SFAS No. 133, *"Accounting for Derivative
        Instruments and Hedging Activities"*, to permit fair value re-measurement
        for any hybrid financial instrument with an embedded derivative that otherwise
        would require bifurcation, provided that the whole instrument is accounted
        for
        on a fair value basis. SFAS No. 155 amends SFAS No. 140, *"Accounting for the
        Impairment or Disposal of Long-Lived Assets"*, to allow a qualifying
        special-purpose entity to hold a derivative financial instrument that pertains
        to a beneficial interest other than another derivative financial instrument.
        SFAS No. 155 applies to all financial instruments acquired or issued after
        the
        beginning of an entity's first fiscal year that begins after September 15,
        2006,
        with earlier application allowed. The adoption of this statement is not expected
        to have a material effect on the Company's future reported financial position
        or
        results of operations.
 
 
 3.      Accrued
        liabilities
  Accrued
        liabilities at December 31, 2006 consist of $29,500 in consulting fees (2005
        -
        $nil) and $17,954 in professional fees (2005 - $nil).
 
 
 4.      Related
        Party Transactions
  a)
              As
                  at December 31, 2006, the balance due to related parties amounted
                  to
                  $598,196, which includes $136,153 for management fees owed to the
                  President of the Company.  The amount is unsecured, non-interest
                  bearing, and payable on demand.
  b)
              During
                  the year ended December 31, 2006, the Company issued 10,000,000
                  shares of
                  common stock to the spouse of the President of the Company at a
                  price of
                  US$0.17 per share for 500,000 shares, US$0.06 per share for 3,500,000
                  shares, and US$0.11 per share for 6,000,000 shares, for consulting
                  services valued at $1,080,219 (US$948,000). At December 31, 2006,
                  $630,190
                  is included in prepaid expenses. Refer to Note 6(e), (k) and
                  (l).
  These
        related party transactions are recorded at the exchange amount, being the
        amount
        established and agreed to by the related parties.
  
 
 5.      Preferred
        Stock
  The
        Company entered into a Stock Purchase Agreement dated September 29, 2006,
        for a
        private placement consisting of 10,000,000 shares of preferred stock for
        cash
        proceeds of $556,855 (US$500,000) and 2,000,000 shares of common stock for
        cash
        proceeds of $$111,371 (US$100,000). The Company also granted a 20% interest
        in
        its Zhanjiang wind farm project described in Note 7(e). The preferred stock
        is
        convertible into common stock on a one share for one share basis one year
        after
        the closing of the transaction.
  F-10
 *Table
            of Contents*
 29
  6.      Common
        Stock
 
 Year
        Ended December 31,
        2006:
  a)
              On
                  August 3, 2006, the Company’s shareholders approved an amendment to the
                  Company’s Articles of Incorporation to increase the number of authorized
                  shares of common stock from 90,000,000 shares with a par value
                  of
                  $0.0000029 per share to 290,000,000 shares with a par value of
                  $0.001 per
                  share, and a change in the par value of preferred stock from $0.0001
                  per
                  share to $0.001 per share.
  b)
              On
                  April 11, 2006, the Company issued 11,000,000 shares of common
                  stock at a
                  price of US$0.126 per share valued at $1,632,085 pursuant to a
                  Share
                  Exchange Agreement, as described in Note
                  8.
  c)
              On
                  April 24, 2006, the Company issued 1,500,000 shares of common stock
                  upon
                  the exercise of 1,500,000 stock purchase warrants at a price of
                  US$0.05
                  per share for proceeds of $83,192
                  (US$75,000).
  d)
              On
                  May 25, 2006, the Company issued 550,000 shares of common stock
                  upon the
                  exercise of 550,000 stock options at a price of US$0.07 per share
                  for
                  proceeds of $43,216 (US$38,500), of which $13,516 is receivable
                  at
                  December 31, 2006.
  e)
              On
                  May 25, 2006, the Company issued 500,000 shares of common stock
                  to the
                  spouse of the President of the Company at a price of US$0.17 per
                  share for
                  consulting services valued at $95,413
                  (US$85,000).
  f)
              On
                  June 12, 2006, the Company issued 770,000 shares of common stock
                  at a
                  price of US$0.12 per share in settlement of debt of $8,592 (US$7,700)
                  resulting in a loss on settlement of debt of
                  $94,517.
  g)
              On
                  August 22, 2006, the Company issued 2,000,000 shares of common
                  stock at a
                  price of US$0.056 per share for director’s compensation valued at $124,736
                  (US$112,000). At December 31, 2006, $111,743 is included in prepaid
                  expenses.  Refer to Note
                  12(d)
  h)
              On
                  August 16, 2006, the Company returned to treasury 2,000,000 shares
                  of
                  common stock previously issued in the period, as described in Note
                  6(o).
  i)
              On
                  September 12, 2006, the Company issued 294 shares of common stock
                  at a
                  price of US$0.075 as a correction relating to the reverse stock
                  split in a
                  prior fiscal year.
  j)
              On
                  September 28, 2006, the Company issued 2,000,000 shares of common
                  stock
                  for cash proceeds of $111,371 (US$100,000). Refer to Note
                  5.
  k)
              On
                  October 23, 2006, the Company issued 3,500,000 shares of common
                  stock to
                  the spouse of the President of the company at a price of US$0.06
                  per share
                  for consulting services valued at $228,578
                  (US$203,000).
  l)
              On
                  November 21, 2006, the Company issued 6,000,000 shares of common
                  stock to
                  the spouse of the President of the company at a price of US$0.11
                  per share
                  for consulting services valued at $756,228 (US$660,000).  As at
                  December 31, 2006, $630,190 is included in prepaid
                  expenses.
  m)
              On
                  November 28, 2006, the Company closed a private placement of 30,000,000
                  shares of common stock for proceeds of $1,718,700
                  (US$1,500,000).  The proceeds of the private placement are for
                  the development of the Zhanjiang Wind Farm and the Yangxi
                  Project.  As at December 31, 2006, $1,138,089 (US$994,580) is
                  receivable (refer to Note 12(c)).
  n)
              During
                  the year ended December 31, 2006, the Company issued 2,963,333
                  shares of
                  common stock for legal services valued at $398,770 (US$347,550).
                  At
                  December 31, 2006, $93,532 is included in prepaid expenses relating
                  to
                  future services.
  o)
              During
                  the year ended December 31, 2006, the Company issued 14,363,462
                  shares of
                  common stock for consulting services valued at $1,033,193 (US$905,580).
                  On
                  August 16, 2006, 2,000,000 shares of common stock valued at $64,725
                  (US$56,000) were returned to treasury for cancellation.  At
                  December 31, 2006, $568,649 is included in prepaid expenses relating
                  to
                  future consulting services.
  p)
              During
                  the year ended December 31, 2006, the Company issued a total of
                  10,000,000
                  shares of common stock for finders’ fees valued at $1,188,001
                  (US$1,038,000).
  F-11
 *Table
            of Contents*
 30
  6.      Common
        Stock (continued)
 
 Year
        Ended December 31,
        2005:
  a)  The
        Company issued 1,695,452 common shares with a fair value of $0.12 per share
        for
        the conversion of $265,837 of convertible promissory notes resulting in a
        loss
        on share issuance of $54,358.
  b)  The
        Company issued 250,000 common shares with a fair value of $0.68 in settlement
        of
        $23,220 of debt, resulting in a loss on issuance of shares of
        $146,680.
  c)  The
        Company issued 20,598,886 common shares to consultants for services provided
        to
        the Company with a fair value of $2,324,262.
  d)  The
        Company issued 32,000 common shares for the exercise of warrants for proceeds
        of
        $5,840.
  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 non-employees 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.
 
 December
                  31, 2006
              
              December
                  31, 2005Number
                  of
                Options
              
              Weighted
                Average
                Exercise
                Price
              
              Number
                  of options
              Weighted
                Average
                Exercise
                PriceBalance,
                  beginning of year
              
              450,000
              
              US$
                  0.04
              
              450,000
              US$
                  0.04Granted
              
              550,000
              
              US$
                  0.07
              
              -
              -Exercised
              
              (550,000)
              
              US$
                  0.07
              
              -
              -Balance,
                  end of year
              
              450,000
              
              US$
                  0.04
              
              450,000
              US$
                  0.04
  On
        May
        25, 2006, the Company granted stock options to acquire 550,000 common shares
        at
        an exercise price of US$0.07 per share exercisable on or before May 25,
        2016.  The stock options vested immediately and were exercised on May
        25, 2006. Refer to Note 6(d). The fair value for options granted was estimated
        at the date of grant using the Black-Scholes option pricing model with the
        following weighted average assumptions: expected life of option– 0.05 years;
        expected volatility – 143%; rate of dividends – 0%; and risk-free rate – 4.80%.
        The weighted average fair value of stock options granted was $0.08 per share.
        During the year ended December 31, 2006, the Company recorded stock-based
        compensation related to this grant of options of $43,025.
  On
        March
        5, 2004, the Company granted options to purchase 450,000 shares of the Company's
        common stock at a price of US$0.04 per share to a consultant of the Company.
        The
        options vested immediately with no expiration date.
  There
        are
        no unvested stock options as at December 31, 2006.
  Warrants
  On
        April
        24, 2006, the Company granted stock purchase warrants to five investors to
        acquire 1,500,000 common shares at an exercise price of US$0.05 per share
        exercisable on or before May 2, 2011.  The fair value for warrants
        granted was estimated at the date of grant using the Black-Scholes option
        pricing model and the following weighted average assumptions: expected life
–
0.05 years; expected volatility – 143%; rate of dividends – 0%; and risk-free
        rate – 5.00%.The weighted average fair value of stock warrants granted was $0.11
        per share. During the year ended December 31, 2006, the Company recorded
        stock-based compensation of $167,632. On April 24, 2006, the warrants were
        exercised into 1,500,000 shares of common stock for proceeds of $83,192
        (US$75,000).
   F-12
 *Table
            of Contents*
 31
  6.      Common
        Stock (continued)
  The
        following table summarizes the continuity of the Company’s
        warrants:
  Number
                  of
                Warrants
              
              Weighted
                Average
                Exercise
                PriceBalance,
                  December 31, 2005
              
              391,863
              
              US$
                  0.15Granted
                  during the period
              
              1,500,000
              
              US$
                  0.05Exercised
                  during the period
              
              (1,500,000)
              
              US$
                  0.05Balance,
                  December 31, 2006
              
              391,863
              
              US$
                  0.15
 
 Number
                  of
                Warrants
              
              Expiry
                  DateWarrants
                  outstanding, December 31, 2006
              
              391,863
              
              November
                  30, 2007
  
 7.      Commitments
  a)
              During
                  the year ended December 31, 2006, the Company entered into various
                  consulting agreements, ranging from three to twelve month terms,
                  for the
                  provision of consulting services. Monthly fees range from US$3,500
                  per
                  month to US$20,000 per month.  The Company agreed to the
                  issuance of US$2,000 in equivalent shares of common stock every
                  quarter.
                  During the year ended December 31, 2006, the Company issued 38,462
                  shares
                  of common stock with a fair value of $8,555
                  (US$7,000).
  b)
              On
                  March 16, 2006, the Company entered into a consulting agreement
                  for the
                  provision of legal services for a twelve month term at US$60,000
                  per year.
                  During the year ended December 31, 2006, the Company issued 263,333
                  shares
                  of common stock under this agreement, valued at $28,631
                  (US$25,550).
  c)
              On
                  July 17, 2006, the Company entered into a Business Development
                  Agreement
                  with the spouse of the President of the Company to provide consulting
                  services related to future acquisitions and developments over an
                  eighteen
                  month term, for consideration of $756,228 (US$600,000) per successful
                  transaction. The fee was paid on November 21, 2006 by the issue
                  of
                  6,000,000 restricted shares of common stock at a price of $0.11
                  (US$0.10)
                  per share.  As at December 31, 2006, $630,190 is included in
                  prepaid expenses.
  d)
              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. The Company has 18 months from the date
                  of the
                  agreement to construct the plant.  Yangxi will assist the
                  Company in securing land, sale price for the electricity, financing
                  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 December
                  31,
                  2006, the Company has commenced construction on the
                  plant.
  e)
              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 600,000 KW 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.
 
 8.      Acquisition
        of subsidiary
  On
        April
        11, 2006, the Company entered into an Asset Purchase Agreement, subsequently
        replaced by a Share Exchange Agreement (the “Agreement”) with Welwind Energy
        International Corporation (“WEIC”), a private Canadian company, to acquire 100%
        of the outstanding and issued share capital of WEIC in exchange for 11,000,000
        restricted shares of the Company. WEIC was founded in 2005 to build, own
        and
        operate wind farms on an international scale. This acquisition has been
        accounted for using the purchase method and the consolidated financial
        statements include the results of operations for this business from the date
        of
        acquisition.  In accordance with SFAS No. 141 *“Business
        Combinations”*, the Company allocated the purchase price to the tangible and
        intangible assets acquired and liabilities assumed based on their fair values
        at
        the acquisition date.  The excess purchase price over those fair
        values is recorded as goodwill.  The fair values assigned to tangible
        and intangible assets acquired and liabilities assumed are based on an
        independent valuation analysis using estimates and assumptions provided by
        management, and other information complied by management.  In
        accordance with SFAS No. 142 *“Goodwill and Other Intangible Assets”*,
        goodwill and purchased intangibles with indefinite lives are not amortized
        but
        will be reviewed at least annually for impairment.
  F-13
 *Table
            of Contents*
 32
  8.      Acquisition
        of subsidiary (continued)
  On
        June
        22, 2006, the Company issued 11,000,000 shares of common stock, which were
        being
        held in the trust account of WEIC’s legal counsel, pending the closing of the
        transaction.  On August 17, 2006, the transaction closed.
  The
        purchase price was allocated to the following assets and
        liabilities:
 
 Cash
              $
              2,194Prepaid
                  expenses and
                  deposits
              
              7,172Property
                  and
                  equipment
              
              12,324Customer
                  relationships
              
              245,016Goodwill
              
              1,469,171Accounts
                  payable, and accrued
                  liabilities
              
              (2,277)Due
                  to related
                  parties
              
              (101,515)Paid
                  by issuance of 11,000,000 shares of common stock
              $
              1,632,085
 
 
 Condensed
        Balance Sheet:
 
 August
                  17,
                2006
                $Current
                  Assets
              9,366Property
                  and equipment
              12,324Total
                  Assets
              21,690Current
                  Liabilities
              103,791Stockholders’
                  Deficit
              (82,101)Total
                  Liabilities and Stockholders’ Deficit
              21,690
 
 
 Pro
        Forma Results (unaudited):
 
 The
        pro
        forma data of the Company set forth below gives effect to the purchase
        transactions completed in fiscal 2006 as if they had occurred at the beginning
        of fiscal 2006.  The unaudited pro forma financial information is not
        intended to represent or be indicative of the consolidated results of operations
        of the Company that would have been reported had the acquisition been completed
        as of the dates presented, and should not be taken as representative of the
        future consolidated results of operations of the Company.
 
 January
                  1, 2006 to
                December
                  31,2006$Pro
                  Forma Revenue
              
              135,339Pro
                  Forma Net Loss
              
              (2,575,664)Pro
                  Forma Net Loss Per Share – Basic and Diluted
              
              (0.04)
 
  F-14
 *Table
            of Contents*
 33
  9.      Segment
        Disclosures
 
 The
        Company follows the guidance in SFAS No. 131, *“Disclosure About Segments of
        an Enterprise and Related Information”*.  Reporting segments are
        based upon the Company’s internal organization structure, the manner in which
        the Company’s operations are managed, the criteria used by the Company’s chief
        operating decision-maker to evaluate segment performance, the availability
        of
        separate financial information, and overall materiality
        considerations.
  The
        Bakery reporting segment is comprised of the operations of Welwind Energy
        International Corp. (formerly Vitasti, Inc.).  The wind farm reporting
        segment is comprised of the operations of Welwind Energy International Corp.
        (Alberta company).
  Direct
        contribution consists of revenues less direct costs.  Direct costs
        include specific costs of revenues, sales and marketing expenses, and general
        and administrative expenses over which there is direct discretionary control,
        such as marketing and sales programs, customer support expenses, bank charges
        and bad debt write-offs.  Expenses over which there is no
        discretionary control, such as site operations costs, product development
        expenses, and general and administrative cost, are monitored by corporate
        management and are not evaluated in the measurement of segment
        performance.
  Year
        ended December 31, 2006:
  Bakery
                $
              Wind
                  Farm
                $
              Corporate
                  and Eliminations
                $
              Consolidated
                $Revenue
              
              135,339
              –
              –
              135,339Cost
                  of sales
              
              (36,857)
              –
              –
              (36,857)Gross
                  profit
              
              98,482
              –
              –
              98,482Operating
                  expensesGeneral
                  and administrative
              
              311,248
              298,533
              1,890,321
              2,500,102Loss
                  from continuing operations
              
              (212,766)
              (298,533)
              (1,890,321)
              (2,401,620)Other
                  expensesLoss
                  on disposal of equipment
              
              –
              –
              1,000
              1,000(Gain)
                  loss on settlement of debt
              
              (3,785)
              –
              94,517
              90,732Net
                  loss
              
              (208,981)
              (298,533)
              (1,985,838)
              (2,493,352)Other
                  comprehensive income:Foreign
                  currency translation
                  adjustment
              
              –
              (894)
              –
              (894)Comprehensive
                  loss
              
              (208,981)
              (299,427)
              (1,985,838)
              (2,494,246)
 
  The
        Company’s long-lived assets are allocated as follows:
 
 As
                  at
                December
                  31,2006$Corporate
              
              577Bakery
              
              2,870Wind
                  Farm
              
              1,926,044Total
                  long-lived assets
              
              1,929,491
  
  All
        the
        Company’s long-lived assets are located in Canada and China.
  F-15
 *Table
            of Contents*
 34
  9.      Segment
        Disclosures (continued)
  The
        Company has two geographic business areas: Canada and China.  Total
        revenues in Canada were $135,339 during the year ended December 31,
        2006.
  Geographic
        Information:
 
 January
                  1, 2006 to
                December
                  31,Revenues
              
              2006$Canada
              
              135,339China
              
              -Total
              
              135,339
 
 
 10.           Income
        Taxes
  The
        difference between the statutory federal tax rate and the tax provision recorded
        by the Company is primarily due to the Company's full valuation allowance
        against its deferred tax assets.
  Deferred
        income taxes arise from the temporary differences between financial statement
        and income tax recognition of net operating losses and asset impairment.
        Net
        operating loss carryovers may be limited under the Internal Revenue Code
        should
        a significant change in ownership occur.
  As
        at
        December 31, 2006, the Company had approximately $9,334,481 of unused Canadian
        net operating losses available for carry forward for Canadian income tax
        purposes which begin to expire in the year 2008. However, due to the reverse
        merger transaction, these losses are restricted and may only be applied toward
        future profits derived from activities which are all or substantially all
        the
        same as the activities which created the losses.
  Current
        year net operating losses for Canadian income tax purposes are approximately
        $2,234,481 and will expire in 2026.
  A
        deferred tax asset has been offset by a full valuation allowance. The components
        of the Company's deferred tax assets are as follows:
 December
                  31,
                2006
                $
              December
                  31,
                2005
                $Deferred
                  tax asset-
                  Non-capital losses
              
              3,267,000
              2,509,000-
                  Less valuation allowance
              
              (3,267,000)
              (2,509,000)Net
                  deferred tax asset
              
              –
              –
 
  The
        provision for income tax differs from the amount computed by applying statutory
        rates to earnings before income taxes.  The difference results from
        the following:
 December
                  31,
                2006
                $
              December
                  31,
                2005
                $Earnings
                  (loss) before taxes
              
              (2,493,352)
              (2,787,062)Statutory
                  rate
              
              35.0%
              35.34%Computed
                  expected tax (recovery)
              
              (872,673)
              (984,948)Non-deductible
                  expenses
              
              115,358
              920,243Temporary
                  differences
              
              2,305
              7,044Effect
                  of change in statutory rates
              
              –
              –Change
                  in valuation allowance
              
              758,068
              57,661Other
              
              (3,058)
              –Reported
                  income taxes
              
              –
              –
 
 F-16
 *Table
              of Contents*
 35
  11.          
        Discontinued Operations
  Discontinued
        operations represent the Company’s former operations relating to marketing,
        rental and distribution of golf merchandise.  Assets of the
        discontinued operation held for sale at December 31, 2004, consisted of
        golf equipment leased to a golf course through May 2006. The assets of the
        discontinued operation were sold for $20,000 in April 2005 resulting in a
        loss
        on sale of assets of discontinued operations of $7,753.
 
 
 12.           Subsequent
        Events
 
  a)
              Subsequent
                  to December 31, 2006, the Company issued 1,263,158 shares of common
                  stock
                  to the President of the Company in settlement of management fees
                  accrued
                  during 2006, valued at $136,153
                  (US$120,000).
  b)
              Subsequent
                  to December 31, 2006, the Company issued a total of 343,399 shares
                  of
                  common stock for consulting services accrued during 2006, valued
                  at
                  $38,500.
  c)
              The
                  Company received partial proceeds of US$520,000 relating to the
                  30,000,000
                  shares of common stock issued during the year ended December 31,
                  2006.  Refer to Note
                  6(m).
 F-17
 *Table
              of Contents*
 36
  **Item
        8.  Changes in and Disagreements with
        Accountants on Accounting and Financial Disclosure**
  We
        have
        had no disagreements with our independent public accountants on accounting
        and
        financial disclosure.
   **Item
        8A. Controls and Procedures**
  ***Evaluation
        of Disclosure Controls and Procedures***
 
 As
        required by Rule 13a-15 under the Exchange Act, we have carried out an
        evaluation of the effectiveness of the design and operation of our disclosure
        controls and procedures as of the end of the period covered by this annual
        report. This evaluation was carried out under the supervision and with the
        participation of our management, including our principal executive officer
        and
        principal financial officer. Based upon that evaluation, our principal executive
        officer and principal financial officer concluded that our disclosure controls
        and procedures are effective as at the end of the period covered by this
        annual
        report to ensure that information required to be disclosed by us in the reports
        that we file or submit under the Exchange Act is recorded, processed, summarized
        and reported within the time periods specified by the rules and forms of
        the
        SEC.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act is recorded, processed, summarized and
        reported, within time periods specified in the Securities and Exchange
        Commission's rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed in our reports filed under the Exchange Act is
        accumulated and communicated to management, including our principal executive
        officer and principal financial officer, as appropriate, to allow timely
        decisions regarding required disclosure.
 
 ***Changes
        In Internal Controls Over Financial Reporting***
 
 During
        the year, the Company used an outside consulting firm to assist in the
        preparation of quarterly and annual consolidated financial statements in
        accordance with US Generally Accepted Accounting Principles.  This
        outside outside consulting firm also reviews account reconciliations and
        all
        equity transactions.  Other than the described changes, no other
        Changes in internal controls over financial reporting occurred during the
        current fiscal year that have materially affected, or are reasonably likely
        to
        materially affect, our internal controls over financial reporting.
  **Item
        8B.   Other Information**
  None.
 
 **PART
        III**
 
 **Item 9.Directors,
        Executive Officers, Promoters, Control
        Persons and Corporate Governance; Compliance With Section 16(a) of the
        Exchange Act**
 
 The
        name,
        age, and position with our company of each director and executive officer
        are as
        follows:
  **Name**
              
              **Age**
              
              **Position**
              
              **Director/Officer
                  Since**Tammy-Lynn
                  McNabb
              
              38
              
              Chief
                  Executive Officer, Chief Financial Officer, Secretary, Chairwoman
                  and
                  Director
              
              2004Shannon
                  de Delley
              
              39
              
              Director
              
              2006Patrick
                  Higgins
              
              38
              
              Director
              
              2005David
                  Wing Yiu Cho
              
              54
              
              Director
              
              2006Chong-Jian
                  Zhao
              
              48
              
              Director
              
              2006Feng
                  Junyi
              
              45
              
              Director
              
              2006
  All
        directors serve until their successors have been duly elected and qualified,
        unless they earlier resign.
  *Table
            of Contents*
 37
 **Tammy-Lynn
        McNabb, CEO,**
 
 By
        way of
        educational background, Mrs. McNabb attended the British Columbia Institute
        of
        Technology from 1987-1990.  While there, Mrs. McNabb was enrolled in the
        Marketing Sales Management Program.
 
 Presently,
        Mrs. McNabb 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. Moreover, 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
        under
        funded companies and overall media exposure.
 
 Ultimately,
        Mrs. McNabb began another venture of her own, the Low-Carb Centre Inc. 
Low-Carb Centre was Canada’s first low carbohydrate retail wellness
        centre.  Additional retail locations and a bakery specializing in this
        market soon followed.  Mrs. McNabb is currently pursuing expansion on a
        global level of various health and wellness products for the ever-booming
        Health
        Industry.  Recently, Mrs. McNabb was recognized for her efforts as an
        Entrepreneur in the Culinary Industry by the Forum for Women
        Entrepreneurs.
 
 **Shannon
        de Delley**
 
 Mr.
        de
        Delley founded Windcor Power Systems, (“Windcor”) located in Calgary, Alberta in
        2002. Since that time, he has served as Windcor’s President, and is directly
        responsible for making Windcor a top wind project developer.
 
 Mr.
        de
        Delley has negotiated over two thousand megawatts for Windcor projects, bringing
        projects to the early stages of development. Presently, Windcor has ongoing
        projects in four Canadian provinces, the Hawaiian Islands and
        China.
 
 Mr.
        de
        Delley assembled Windcor’s team that includes developers, legal and financial
        professionals, investors and other key administrative personnel necessary
        to
        successfully execute projects.
 
 Prior
        to
        founding Windcor Power Systems in 2002, Mr. deDelley draws on seventeen years
        of
        industrial / electrical construction experience having worked as an electrical
        /
        industrial supervisor at Shell and Syncrude oil refining systems in the Alberta
        Tar Sands. During this time, Mr. deDelley was responsible for building and
        overhauling electrical substations, co-generation facilities, and underground
        and overhead transmission supplies.
 
 In
        2002,
        Mr. de Delley left the oil industry to form Windcor Power Systems.
 
 **Patrick
        Higgins**
 
 At
        a
        Board of Directors meeting held on August 1, 2005, Patrick Higgins was appointed
        as a Director of the Company.
 
 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.
 
 *Table
            of Contents*
 38
 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.
 
 **David
        Wing Yiu Cho**
 
 David
        Wing Yiu Cho, a resident of Hong Kong, earned his degree in Building
        Administration from the South Bank Polytechnic School in London, England
        in
        1977.
 
 Since
        2005, Mr. Cho has served as Marketing Director for Asia-Pac Securities Ltd.
        at
        their offices in Hong Kong.
 
 From
        2001
        to 2005, Mr. Cho held the position of Responsible Officer at Hooray Securities
        Ltd. in their Hong Kong offices. Prior to that, between 1977 and 2001, Mr.
        Cho
        was the Dealing Director at On Wah United Securities Company Ltd., also located
        in Hong Kong.
 
 Mr.
        CHO
        is a Professional Member of the Securities Association of China, and has
        served
        in this capacity since 2004.
 
 Additionally,
        Mr. Cho is a member of the Hong Kong Stock Brokers Association, Hong Kong
        Securities Institute and Hong Kong Securities, memberships which he has all
        held
        for over 8 years.
 
 **Chong-Jian
        Zhao**
  Mr.
        Zhao
        was employed for 15 years as a Logistics and Economic Development Director
        for
        Yanjaing Bureau of Import Export before co-founding Welwind Energy International
        in Calgary, Alberta. He currently acts as Managing Director for Welwind --
        China.
 
 **Junyi
        Feng**
  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.
 
 **INVOLVEMENT
        IN CERTAIN LEGAL PROCEEDINGS**
 
 We
        are
        not currently involved in any legal proceedings.
 
 During
        the last five (5) years none of our directors or officers has:
  (1)had any bankruptcy petition filed by or against any business of which
        such person was a general partner or executive officer either at the time
        of the
        bankruptcy or within two years prior to that time;
  (2)been convicted in a criminal proceeding or subject to a pending criminal
        proceeding;
  *Table
            of Contents*
 39
 (3)been subject to any order, judgment, or decree, not subsequently
        reversed, suspended or vacated, of any court of competent jurisdiction,
        permanently or temporarily enjoining, barring, suspending or otherwise limiting
        his involvement in any type of business, securities or banking activities;
        or
  (4)been found by a court of competent jurisdiction in a civil action,
        the
        Commission or the Commodity Futures Trading Commission to have violated a
        federal or state securities or commodities law, and the judgment has not
        been
        reversed, suspended, or vacated.
  ***Section
        16(a) Beneficial Ownership Reporting Compliance***
  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 2006 all required filings were timely filed by each of
        its
        directors and executive officers.
  ***Code
        of Ethics***
  We
        have
        adopted a Code of Ethics and Business Conduct for Officers, Directors and
        Employees that applies to all of our officers, directors and
        employees.
 
 ***Audit
        Committee***
  The
        Company currently does not have an audit committee and has not made a
        determination of whether there is a financial expert. The Company does not
        presently plan to establish an audit committee. However, if an audit committee
        is established, the Registrant will make the proper disclosures on Form
        8-K.
 
 **Item
        10.  
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, 2006 by (1) each person who served as
        the
        principal executive officer of the Company during fiscal year 2006; (2) the
        Company’s most highly compensated executive officers as of December 31, 2006
        with compensation during fiscal year 2006 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, 2006.
  **Salary
                  Compensation****Name and**
                **Principal**
                **Position**
              
              **Fiscal**
                **Year**
              
              **Salary ($)**
              
              **Bonus**
                **($)**
              
              **Stock**
                **Awards**
              
              **Options**
                **Awards**
                **($)(1)**
              
              **Non-Equity**
                **Incentive Plan**
                **Compensation**
                **($)**
              
              **Nonqualified**
                **Deferred**
                **Compensation**
                **Earnings ($)**
              
              **All Other**
                **Compensation**
                **Compensation**
                **($) (2)(3)**
              
              **Total ($)**Tammy-Lynn
                  McNabb
              
              2006
              
              $
              120,000
              
              $
              —
              
              —
              
              
              —
              
              —
              
              —
              
              —
              
              $
              120,000Chief
                  Executive Officer
              
              2005
              
              $
              120,000
              
              $
              —
              
              —
              
              —
              
              —
              
              —
              
              —
              
              $
              120,000
  
 There
        were no stock options granted or exercised by the named executive directors
        in
        2006.
 
 *Table
            of Contents*
 40
 ***Employment
        Agreements***
 
 The
        Registrant has no written employment agreements.
 
 **GRANTS
        OF PLAN BASED AWARDS**
 
 Estimated Future Payouts Under
                Non-Equity
                  Incentive Plan Awards
              
              Estimated
                  Payouts Under
                Equity
                  Incentive Plan AwardsName
              
              Grant
                  Date
              
              Threshold
                ($)
              
              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 Stock Incentive Plan in 2006 to the
        Named
        Executive Officers.
  ***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,
        2006.
 
 **Option Awards**
              
              **Stock Awards****Name**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options(#)**
                **Exercisable**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options(#)**
                **Unexercisable**
              
              **Equity**
                **Incentive Plan**
                **Awards:**
                **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Unearned**
                **Options (#)**
              
              **Option**
                **Exercise**
                **Price ($)**
              
              **Option**
                **Expiration**
                **Date**
              
              **Number of**
                **Shares or**
                **Units of**
                **Stock That**
                **Have Not**
                **Vested (#)**
              
              **Market**
                **Value of**
                **Shares or**
                **Units of**
                **Stock That**
                **Have Not**
                **Vested**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Number**
                **of**
                **Unearned**
                **Shares,**
                **Units or**
                **Other**
                **Rights**
                **That Have**
                **Not**
                **Vested**
              
              **Equity**
                **Incentive Plan**
                **Awards:**
                **Market or**
                **Payout Value of**
                **Unearned**
                **Shares, Units or**
                **Other Rights**
                **That Have Not**
                **Vested**Tammy-Lynn
                  McNabb
              
              
              —
              
              
              —
              
              
              —
              
              $
              —
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
  **DIRECTOR
        COMPENSATION**
 
 ***Cash
        Compensation***
  Directors
        receive no cash compensation for services rendered.
  *Table
            of Contents*
 41
 ***Director
        Compensation***
  The
        following table shows the overall compensation earned for the 2006 fiscal
        year
        with respect to each person who was a director as of December 31,
        2006.
  **DIRECTOR COMPENSATION****Name and**
                **Principal**
                **Position**
              
              **Fees**
                **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
              
              $
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              $
              —DirectorDavid
                  Wing Yiu Cho
                Director
                  (4)
              
              $
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              100,000
              
              $
              100,000David
                  Wing Yiu Cho
                Director
              
              $
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              $
              —Chong-Jian
                  Zhao
                Director
              
              $
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              $
              —Feng
                  Junyi
                Director
              
              $
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              $
              —
  
 (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.
  (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.
  (4)
        Mr.
        Cho received $100,000 converted into 2,000,000 restricted shares of Company
        common stock.  The shares were issued in August 2006.
  *Table
            of Contents*
 42
 **Item
        11. 
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, 2006, 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 140,690,140 shares outstanding as of December 31, 2006. 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.
 
 **Beneficial
                    Owner**
              
              **Shares of Common Stock Number**
              
              
              **Beneficially Owned Percent**Tammy-Lynn
                  McNabb
              
              11,513,260
              
              
              8.18%Shannon
                  de Delley
              
              5,000,000
              
              
              3.55%Patrick
                  Higgins
              
              0
              
              
              0David
                  Wing Yiu Cho
              
              2,000,000
              
              
              1.42%Chong-Jian
                  Zhao
              
              4,000,000
              
              
              2.8%Feng
                  Junyi
              
              30,000,000
              
              
              21.32%Larry
                  McNabb
              
              9,886,000
              
              
              7.0%Luo
                  Yizi
              
              12,000,000
              
              
              8.52%
 
 
 ***Changes
        in Control***
 
 We
        know
        of no plans or arrangements that will result in a change of control at our
        company.
 
 **Item
        12.  Certain Relationships and Related
        Transactions**
 
 On
        July
        17, 2006, the Company entered into a Business Development Agreement (the
“BDA”)
        with Larry D. McNabb, the spouse of our President and Chief Executive Officer,
        Tammy Lynn McNabb. The terms of the BDA are more fully set forth on Form
        8-K as
        filed with the SEC on July 17, 2006, and which is incorporated herein by
        reference.
 
 On
        November 28, 2006, the Company, closed a $1,500,000 financing transaction
        pursuant to a stock purchase agreement (the “Stock Purchase Agreement”), dated
        November 12, 2006, by and between the Company and Feng Junyi. In exchange
        for
        Mr. Junyi’s $1,500,000 investment, he received from the Company, as
        consideration for that investment, thirty million (30,000,000) shares of
        the
        Company’s $.001 par value common stock.
 
 Subsequent
        to the closing of the Stock Purchase Agreement, Mr. Junyi was appointed as
        a
        member of the Board of Directors of the Company.
 
 *Table
            of Contents*
 43
 **Item
        13.   Exhibits**
  EXHIBIT
                  NUMBER
              DESCRIPTION
              LOCATION3.1
                  - 3.2
              Articles
                  of Incorporation and Bylaws
              Incorporated
                  by reference as Exhibits to the Form 8-K filed on December 12,
                  2004 as
                  amended on February 3, 2005.10.1
              Share
                  Exchange Agreement between Vitasti, Inc. and Welwind Energy International
                  Corporation.
              Incorporated
                  by reference as an Exhibit to the Form 8-K filed on August 17,
                  2006 as
                  amended on December 20, 2006.10.2
              Stock
                  Purchase Agreement between the Company and Feng Junyi.
              Incorporated
                  by reference as an Exhibit to the Form 8-K filed on December 4,
                  2006.31.1
              Rule
                  13a-14(a)/15d-14(a) Certification (CEO)
              Filed
                  herewith31.2
              Rule
                  13a-14(a)/15d-14(a) Certification (CFO)
              Filed
                  herewith32.1
              Section
                  1350 Certification (CEO)
              Filed
                  herewith32.2
              Section
                  1350 Certification (CFO)
              Filed
                  herewith
 
  **Item
        14.  Principal Accounting Fees and
        Services**
   During
        the year ended December 31, 2006, we engaged Manning Elliott LLP as our
        independent auditor.  For the year ended December 31, 2006, we were billed
        by Manning Elliott LLP, aggregate fees as discussed below.
   ·*Audit Fees:*Fees for audit services totaled $60,000
                  and zero in 2006 and 2005, respectively, including fees associated
                  with
                  the annual audit and the reviews of our quarterly reports on Form
                  10-QSB.
   ·*Audit-Related Fees:*  Fees for audit-related services
                  totaled approximately $10,000 and zero in 2006 and 2005,
                  respectively.  Audit-related services principally included accounting
                  consultations.
   ·*Tax Fees:*  We did not engage Manning Elliott LLP for
                  any tax related services during 2006 or
                  2005.
   ·*All Other Fees:*Fees for other services not included
                  in the above were $0 in both 2006 and
                  2005.
  **Audit
        Fees**
 
 During
        the year ended December 31, 2005, the aggregate fees billed or estimated
        to be
        billed to us for professional services rendered by our former auditors Peterson
        Sullivan, 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 $39,907.00. No fees were billed during the year ended
        December 31, 2005 by our principle auditing firm of Manning Elliott,
        LLP.
 
 **Audit-Related
        Fees**
 
 During
        fiscal 2005, there were no fees billed to us for any other products or services
        provided by Peterson Sullivan, PLLC, other than the services reported
        above.
  *Table
            of Contents*
 44
 **Tax
        Fees**.
 
 During
        fiscal 2005, there were no fees billed to us for any other products or services
        provided by Peterson Sullivan, PLLC, other than the services reported
        above.
 
 **All
        Other Fees**.
 
 During
        fiscal 2005, there were no fees billed to us for any other products or services
        provided by Peterson Sullivan, PLLC, other than the services reported
        above.
 *Table
              of Contents*
 45
 **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 the 26th day of September, 2007.
  **Welwind
                  Energy International Corporation**
                a
                  Delaware CorporationBy:/s/
                  Tammy-Lynn McNabbTammy-Lynn
                  McNabb*Chief
                  Executive Officer and Chairman of the Board*
 *Table
              of Contents*
 46