SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-Q




Quarterly
Report Under Section 13 or 15(d)




Of the
Securities Exchange Act of 1934




For the
Quarter Ended March 31, 2009




Commission
File No. 0-9996




WIND
ENERGY AMERICA, INC.




(Exact
Name of Registrant as specified in its charter)




(State
or other jurisdiction of


incorporation
or
organization)                                                                                                 (Federal
IRS Identification No.)


Minnesota                                                                                                                                       
41-1387074









12100
Singletree Lane, Suite 100, Eden Prairie, MN 55344


(Address
of principal executive offices)




(952)
746-1313


(Issuer’s
telephone number)




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  The registrant has not been
phased into the Interactive Data reporting
system.  YES()   NO(X )




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):




Large
accelerated filer
()                                                      Accelerated
filer
()                                           Non-accelerated
filer(X)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule 1
2b-2 of the Exchange Act): YES ( ) NO(X)




Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date.




Class51,695,528Common Shares ( par
value $.05/share) Outstanding  at March 31, 2009







Transitional
Small Business Disclosure Format (check One): YES
()                                                                                                                                          NO
(X)








1




WIND
      ENERGY AMERICA, INC.CONSOLIDATED
      BALANCE SHEETSASSETS
              March
      31, 2009
              
              June
      30, 2008(Unaudited)Current
      Assets:Cash
              $
              8,558
              
              $
              97,459Accounts
      Receivable – affiliated partnerships
              
              255,638
              
              
              27,867Total
      Current Assets
              
              264,196
              
              
              125,326Property,
      Plant and EquipmentBuilding
              
              -
              
              
              1,992,905Land
              
              -
              
              
              320,000Accumulated
      Depreciation
              
              -
              
              
              -Net
      Property, Plant and Equipment
              
              -
              
              
              2,312,905Mortgage
      Receivable
              
              1,589,430
              
              
              -Investments
      in Wind Energy Power Projects
              
              13,117,436
              
              
              12,046,975Investment
      in Grand Sierra Resort Corporation
              
              415,000
              
              
              415,000Total
      Assets
              $
              15,386,062
              
              $
              14,900,206LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      Payable and Related Party Payable
              $
              79,309
              
              $
              11,146Accrued
      Liabilities
              
              37,102
              
              
              31,108Note
      Payable
              
              10,000
              
              
              10,000Convertible
      Notes
              
              89,152
              
              
              94,152Total
      Current Liabilities
              
              215,563
              
              
              146,406Sale
      Leaseback Deferred Income
              
              686,700
              
              
              -Total
      Liabilities
              
              902,263
              
              
              146,406Stockholders'
      Equity:Preferred
      Stock: no par value, authorized 10,000,000 shares, none
    issued
              
              -
              
              
              -Common
      Stock: $.05 par value, authorized 50,000,000 shares, 51,695,528 and
      49,854,862 shares outstanding as of March 31, 2009 and June 30, 2008,
      respectively
              
              2,584,776
              
              
              2,492,743Additional
      Paid-in Capital
              
              28,699,430
              
              
              28,399,763Accumulated
      Deficit
              
              (16,800,407)
              
              
              (16,138,706)Total
      Stockholders' Equity
              
              14,483,799
              
              
              14,753,800Total
      Liabilities and Stockholders' Equity
              $
              15,386,062
              
              $
              14,900,206See
      accompanying notes to the unaudited consolidated financial
      statements.










2









WIND
      ENERGY AMERICA INC.UNAUDITED
      CONSOLIDATED STATEMENTS OF OPERATIONSFor
      the Nine and Three Months Ended March 31, 2009 and 2008Three
      Months Ended March 31,
              
              Nine
      Months Ended March 31,2009
              
              2008
              
              2009
              
              2008Revenue:Rental
      income
              $
              8,764
              
              $
              -
              
              $
              53,086
              
              $
              -Expenses:General
      & administrative
              
              164,074
              
              
              72,807
              
              
              499,227
              
              
              195,183Professional
      fees
              
              38,730
              
              
              116,321
              
              
              209,119
              
              
              170,558Rental
      expenses
              
              14,583
              
              
              -
              
              
              48,742
              
              
              -Total
      Expenses
              
              217,387
              
              
              189,128
              
              
              757,088
              
              
              365,741Net
      Operating Loss
              
              (208,623)
              
              
              (189,128)
              
              
              (704,002)
              
              
              (365,741)Other
      Income and Expenses:Interest
      income
              
              29,804
              
              
              -
              
              
              49,429
              
              
              -Interest
      expense
              
              (2,154)
              
              
              -
              
              
              (7,128)
              
              
              -Total
      Other Income and Expenses:
              
              27,650
              
              
              -
              
              
              42,301
              
              
              -Net
      loss
              $
              (180,973)
              
              $
              (189,128)
              
              $
              (661,701)
              
              $
              (365,741)Per
      Share Data:Net
      Loss per Common Share :
              $
              (0.00)
              
              $
              (0.01)
              
              $
              (0.01)
              
              $
              (0.01)Weighted
      Average Shares Outstanding
              
              51,439,601
              
              
              30,624,060
              
              
              50,677,942
              
              
              27,623,528See
      accompanying notes to the unaudited consolidated financial
      statements.










3









WIND
      ENERGY AMERICA, INC.UNAUDITED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFor
      the Nine Months Ended March 31, 2009 and 20082009
              
              2008Cash
      Flows used in Operating Activities:Net
      Loss
              $
              (661,701)
              
              $
              (365,741)Adjustments
      to reconcile Net Loss to net cash used in Operating
    ActivitiesDepreciation
      expense
              
              20,130
              
              
              -Stock
      based compensation
              
              33,000
              
              
              76,500Changes
      in Operating Assets and Liabilities:Increase
      in accounts receivable
              
              (227,771)
              
              
              -Increase
      in prepaid rent
              
              -
              
              
              (5,000)Increase
      in accounts payable and accrued liabilities
              
              74,157
              
              
              20,787Increase
      in accrued expenses
              
              -
              
              
              6,400Net
      Cash used in Operating Activities
              
              (762,185)
              
              
              (267,054)Cash
      Flows used in Investing Activities:Proceeds
      from sale of building
              
              1,380,650
              
              
              -Proceeds
      from mortgage receivable
              
              10,375
              
              
              -Investments
      in Wind Energy Assets
              
              (1,104,441)
              
              
              (851,175)Net
      Cash provided by (used in) Investing Activities
              
              286,584
              
              
              (851,175)Cash
      Flows provided by Financial Activities:Proceeds
      from sale of common stock
              
              391,700
              
              
              945,416Proceeds
      from long-term convertible notes
              
              -
              
              
              100,000Payment
      of convertible debenture
              
              (15,000)
              
              
              -Proceeds
      from convertible debenture
              
              10,000
              
              
              -Net
      Cash provided by Financing Activities
              
              386,700
              
              
              1,045,416Net
      Increase (Decrease) in Cash and Cash Equivalents
              
              (88,901)
              
              
              (72,813)Cash
      and Cash Equivalents at Beginning of Period
              
              97,459
              
              
              114,595Cash
      and Cash Equivalents at End of Period
              $
              8,558
              
              $
              41,782Supplemental
      Non Cash Flow Information:Cash
      Paid During the Period for:Interest
      Expense
              $
              7,128
              
              $
              -Income
      Taxes
              $
              -
              
              $
              -Common
      Stock issued for Wind Projects
              $
              -
              
              $
              2,400,000Sale
      of Building for Mortgage Receivable
              $
              1.589,430
              
              $
              -See
      accompanying notes to the consolidated financial
    statements.










4














WIND
ENERGY AMERICA INC.




NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




Periods
Ended March 31, 2009 and 2008




A.
Nature of Business and Summary of Significant Accounting Policies




Dotronix, Inc.
History




Wind
Energy America, Inc. (formerly Dotronix,Inc) (the” Company”) was founded in 1980
as a Minnesota corporation. As Dotronix, Inc., the Company designed,
manufactured and marketed cathode ray tube (“CRT”) displays. In 2006 the Company
also commenced developing over-the-counter healthcare products under the PuraMed
BioScience brand, but did not realize any revenues from PuraMed products. In
2007 the Company discontinued its CRT and PuraMed businesses and repositioned
itself in the business of generating electricity by wind turbines.




PuraMed
BioScience, Inc.




In April
2006, the Company acquired three over-the-counter consumer healthcare products
and conducted its healthcare operations through PuraMed BioScience Inc.
(“PuraMed”), a wholly owned subsidiary of the Company. On April 12, 2007, the
Company spun-off PuraMed on the basis of 1 share of common stock of PuraMed for
every 5 shares of common stock of Wind Energy America, Inc. The operations of
PuraMed were consolidated through April 12, 2007 as discontinued
operations.




Grand
Sierra Resort Corp.




In 2006,
the Company purchased for $415,000 a total of 1,037,500 shares of common stock
of Grand Sierra Resort Corp., resulting in an ownership interest in Grand Sierra
of slightly less than 1%.  Grand Sierra is a private company
incorporated in the State of Nevada. The Company accounted for its investment in
Grand Sierra using the cost method.




Wind
Energy Business




Averill Wind Farm - In early
2007, the Company entered into its first transaction to engage in the industry
of generating electricity from wind power turbines, which consisted of its
purchase of a $200,000 equity interest in Averill Wind, LLC, a 10-megawatt
(10,000 kilowatts) wind farm under development in Minnesota near
Fargo/Moorhead.




Shaokatan Hills/Lakota Ridge Wind
Farms - In August 2007, the Company completed a wind power asset purchase
through its acquisition of Northern Alternative Energy Shaokatan, LLC, which
owns the developer’s stake in two adjoining wind farms in Lincoln County,
Minnesota. The acquisition price was $2,300,000 in cash.




These two
wind farms, known as Shaokatan Hills LLC and Lakota Ridge LLC, were completed in
1999 and have been generating wind power electricity from their prime location
on Buffalo Ridge for several years. These two wind farms contain 33 modern wind
turbines, having a total rated power capacity of 23 megawatts. (23,000
kilowatts). The Company’s ownership of the developer’s stake in the wind farms
will be only a minimal percentage interest with negligible cash flow until 2010,
when the developer’s stake (the Company’s interest) converts into an 80% equity
ownership of the two wind farms provided certain financial returns to the
current principal owners have been satisfied.  Over the past few
years, these 33 wind turbines have generated electricity at an average annual
rate of approximately 68,000,000 kilowatt hours.






5






Zulu Wind LLC - In May 2007,
the Company, in connection with a Memorandum of Understanding, (“MOU”) with
Boreal Energy, Inc., a Minnesota corporation, invested $50,000 in an
Interconnection System Impact Study to connect 300 MW (megawatts) of wind
generated electricity to Excel Energy’s ZULU substation in southeast Lincoln
County, Minnesota.  If undertaken in the future, this proposed wind
farm project will be located east of the Zulu substation, but it cannot be
developed until a planned large power transmission line is completed from
Minneapolis to Buffalo Ridge.




CHI Energy Wind Farms - In
the fall of 2007, the Company acquired the developer’s stake in a group of 16
separate small wind farms which are managed and maintained collectively and
contain 46 modern wind turbines having a total rated power capacity of 30.36
megawatts. Virtually all of these CHI Energy wind farms are located on Buffalo
Ridge in Lincoln County MN, and in the aggregate these 16 wind farms generate
electricity at an average annual rate of approximately 93,000,000 kilowatt hours
(kwh). The Company will receive only minimal revenues from the Chi Energy wind
farms until 2010 when its interest in revenues will convert to 30% and
eventually thereafter to 49%.




Acquisition of Boreal Assets
- In February 2008, the Company acquired a group of wind energy projects from
Boreal Energy, Inc., consisting of certain wind farm projects under development
and a “pipeline’ of proposed projects in various stages of
design.  These Boreal assets were purchased by the Company in
consideration for 28,500,000 shares of unregistered common stock of the
Company.  There was no material relationship between Boreal and the
Company or their respective officers, directors or affiliates prior to this
transaction.




Through
an exchange transaction related to the Boreal Energy asset purchase, the Company
also acquired additional assets including the Midwest Wind Energy Center and
adjoining 160 acres in Lincoln County MN, four GAMESA modern wind turbines
having aggregate rated capacity of 5.7 megawatts, and the Viking Wind Farm
project in Martin County.  For a detailed description of this Boreal
acquisition, the assets acquired and exchanged thereby, and  the
accounting treatment of the transaction, see the annual report of the Company
filed with the SEC on Form 10-K for the fiscal year ended June 30, 2008, which
can be accessed at www.sec.gov.




Carrying Value of Wind Energy
Assets – A detailed breakdown of the carrying value of the various wind
energy assets of the Company is contained in the footnotes to the audited
financial statements of the Company included in its annual report on Form 10-K
for the fiscal year ended June 30, 2008.




Basis
of Presentation




The
financial information included herein for the Company’s third quarter and first
nine months of its fiscal year ended June 30, 2009 is
unaudited.  However, such information includes all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management of the Company, necessary for a fair presentation of financial
position, results of operations and cash flows for these interim
periods.  The results of operations for interim periods are not
necessarily indicative of the results to be expected for an entire
year.  Certain information, accounting policies and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the USA have been condensed or
omitted in this Form 10-Q pursuant to rules and regulations of the SEC. These
financial statements should be considered in conjunction with the audited
financial statements and notes thereto of the Company for the year ended June
30, 2008, which were included in our Annual Report on Form 10-K for the fiscal
year ended June 30, 2008.







6




Accounting
Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the reporting
period.




The
Company’s investments are carried at the lower of cost or fair value in
accordance with  SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”.  The carrying values of the Company’s
investment in Grand Sierra Resort Corp and Shaokatan Hills/Lakota Ridge, Averill
Wind and CHI Energy wind farm interests are carried at cost which may differ
significantly from their economic values. The Company’s common stock issued to
acquire the CHI Energy wind farm interests and the assets of Boreal Energy have
been valued at the estimated fair value of the asset transaction at the time the
transaction was finalized.




Cash
Equivalents




The
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.




Stock-Based
Compensation - Stock Options or Grants




Effective
January 1, 2006, the Company adopted the fair value recognition provision of
Statement of Financial Accounting Standards (SFAS) No.
123(R).   SFAS No. 123(R) requires the Company to recognize in
its financial statements the cost of employee or director or consulting services
received in exchange for awards of equity instruments, based on the grant date
fair value of those awards.  The Company currently uses the
Black-Scholes option valuation model to calculate stock based compensation at
the date of grant.  All outstanding warrants and options of the
Company were fully vested as of their respective grant dates.




Fair
Value of Financial Instruments




Cash,
receivables, accounts payable and accrued liabilities are carried at amounts
that reasonably approximate their fair value due to the short-term nature of
these amounts.




Impairment




The
carrying value of assets is reviewed periodically or when factors indicating
impairment become present.  Any impairment loss is measured as the
amount by which the carrying value of the assets exceeds the fair value of the
assets.




Loss
per Common Share




Basic
loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding. Diluted loss per common share is not shown,
as the exercise of stock options and warrants using the treasury stock method
are dilutive to the computation of loss per share.






7




Recent
Accounting Pronouncements




In
December 2007, the FASB issued SFAS No 141(R), “Business Combinations.” SFAS
141(R) changes the accounting for and reporting of business combination
transactions as follows:  Recognition with certain exceptions, of 100%
of the fair values of assets acquired,  liabilities assumed, and non
controlling interests of acquired businesses; measurement of all acquirer shares
issued in consideration for a business combination at fair value on the
acquisition date; recognition of contingent consideration arrangements at their
acquisition date fair values, with subsequent changes in fair value generally
reflected in earnings; recognition of pre-acquisition gain and loss
contingencies at their acquisition date fair value; capitalization of in-process
research and development assets acquired at acquisition date fair value;
recognition of acquisition-related transaction costs as expense when incurred;
recognition of acquisition-related restructuring cost accruals in acquisition
accounting only if certain criteria are met as of the acquisition
date;  and recognition of changes in the acquirer’s income tax
valuation allowance resulting from the business  combination
separately from the business combination as adjustments to income tax
expense.  SFAS 141(R) is effective for the first annual reporting
period beginning on or after December 15, 2008 with earlier adoption
prohibited.  The adoption of SFAS 141(R) will affect valuation of any
business acquisitions made by the Company after June 30, 2009.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”), which requires, among other
provisions,  that a noncontrolling or minority interest in a
subsidiary must be classified as equity and any amount of consolidated net
income attributable to the minority interest must be clearly identified in the
consolidated statement of operations.  SFAS 160 will be effective for
the Company’s fiscal year  beginning July 1, 2009, and the Company is
currently evaluating the impact of the adoption of SFAS 160.




In March
2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments
and Hedging Activities” (“SFAS 161”) which is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity’s financial results and position.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008.  The Company does not anticipate that SFAS No. 161
will have a material impact on its business.




The
Company has reviewed certain other recent accounting pronouncements and
determined that they will have no present or future impact on the business of
the Company.




B.
Income Taxes




The
Company accounts for income taxes in accordance with SFAS No. 109, which
provides that deferred income tax assets and liabilities are computed annually
for differences between the financial statement and income tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  The valuation
allowances have been recognized as equal to the income tax benefits in order to
reduce the deferred tax assets to zero.




At March
31, 2009 the Company has federal income tax operating loss carryforwards of
approximately $16,800,000 that expire through 2027 and State of Minnesota
similar loss carryforwards of about $4,410,000 expiring through
2029.  Future utilization of these loss carryforwards by the Company,
however, could be limited under Internal Revenue Code rules for significant
changes of ownership.







8




C.
Common Stock Issued for Services




During
the six months ended December 31, 2008, the Company issued 120,000 unregistered
common shares to its former CEO/CFO incident to an Employment Termination
Agreement and recorded it as a management expense valued at $.275 to
$.30/share.  As of March 31, 2009, 120,000 common shares remain to be
issued under this Agreement.




D.
Stock Sales




During
the nine months ended March 31, 2009, the Company sold a total of 1,620,666
unregistered common shares to certain accredited investors in private placement
transactions for aggregate proceeds of $391,700, resulting in an average price
of $.21 per share.




E.
Convertible Debt




As of
June 30, 2008 the Company had borrowed $94,152 from an individual at 9% per
annum, which loan is still outstanding and is callable by the lender upon 30
days notice to the Company.  As of March 31, 2009, the outstanding
principal balance of this loan was $89,152.  All of such debt can be
converted into common stock of the Company at a conversion price of $l.00 per
share.




F.
Funding Through Sale/Leaseback of MWEC




In
November 2008 the Company obtained significant funding through a sale/leaseback
of its Midwest Wind Energy Center (“MWEC”) with Trident Holding Group
Inc.(“Trident”).  This transaction included the MWEC building along
with the 160 acres in western Lincoln County MN where the MWEC is
located.  Neither Trident nor any of its principals have had any
relationship to, or other dealings with, WNEA prior to this
transaction.




Trident
paid $3.2 Million to purchase this MWEC property, consisting of $1.6 Million in
cash paid at closing and the balance of $1.6 Million through a 15-year term
Promissory Note requiring monthly interest payments from Trident at a rate of
7.5% per annum, with the entire principal due at the end of the 15-year
term.




Concurrent
with this sale, Trident leased the MWEC property back to the Company under a
lease providing that all operating expenses and taxes are the responsibility of
the Company, and the Company is entitled to any operating income from the
property such as lodging and rental income from the wind energy center and farm
lease income from the land.   WNEA is required to make lease
payments to Trident of $23,333 monthly for lease years 1-2 ($280,000 annually),
$30,000 monthly for lease years 3-5 ($360,000 annually), and $43,333 monthly for
lease years 6-15 ($520,000 annually).  The lease grants WNEA the right
to repurchase the MWEC property during lease years 3-6, with the repurchase
prices being $3,250,000 during year 3 (which is $50,000 more than the initial
purchase paid by Trident), $3,300,000 during year 4, $3,350,000 during year 5,
and $3,400,000 during year 6.




Incident
to this sale/leaseback transaction, WNEA also granted Trident a security
interest in the two Gamesa 850-kw wind turbines situated on the property along
with future revenues generated by these two turbines.




Funding
from this sale/leaseback has enabled the Company to order parts and materials to
commence  transformer and turbine upgrading, grid
interconnection,  and commissioning of the two Gamesa turbines on the
MWEC property, as well as to satisfy substantial bank debt and retain an
experienced wind power contractor to complete the wind farm project for the
Company.









9







G.
Stock Purchase Warrants




During
the three-month period ended March 31, 2009, the Company granted warrants to its
three directors and a former Chief Executive Officer to purchase a total of
1,750,000 shares of common stock of the Company at an exercise price of $.30 per
share.




H.
Subsequent Event – Increase in Authorized Common Shares




On April
25, 2009 the shareholders of the Company approved an increase in the authorized
common shares of the Company from 50,000,000 to 100,000,000
shares.  In this quarterly report, the Company has included in its
outstanding common shares all private placement sales of its common stock
occurring prior to March 31, 2009, some of which could not be issued until the
shareholders of the Company approved the increase in authorized
shares.  The Company is currently in the process of issuing
certificates for shares which are in such “outstanding but unissued”
status.







10




ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




Overview




Wind
Energy America, Inc. (the “Company”) was founded and incorporated in Minnesota
in 1980 and for over 20 years was engaged in designing, manufacturing and
marketing a line of cathode ray tube (“CRT”) displays and digital signs. Due to
continuing losses in that business for a number of years, the Company during
2005 discontinued its CRT business. After evaluating various prospects in late
2005 and early 2006, the Company began developing and marketing non-prescription
healthcare products to be marketed and sold under the PuraMed brand. The
PuraMed  healthcare products business was conducted through a
wholly-owned subsidiary Minnesota corporation, PuraMed BioScience,
Inc.




Spinoff
of PuraMed




On April
12, 2007 the Company completed a spin-off of its former PuraMed subsidiary to
all its shareholders on a pro rata dividend basis of one share of PuraMed for
each five shares of the Company’s common stock.  Since this spin-off,
the Company and PuraMed have operated separately, with their respective
managements, businesses, assets and capital structures being completely
independent from each other.




Entry
Into Wind Energy Business




In early
2007, the Company entered the wind power industry as its sole operational
business and incident thereto also changed its name from Dotronix, Inc. to Wind
Energy America, Inc.  In February 2007, we completed our first
transaction in the wind energy business which was our purchase of a $200,000
equity interest in Averill Wind, LLC (Averill), a 10-megawatt wind farm being
developed in Minnesota near Fargo-Moorhead.




The
Company holds various ownership interests in completed wind farms in Minnesota
and Iowa, and intends to acquire or develop additional wind power assets located
in certain Midwestern and upper Great Plains regions of the USA. These regions
are particularly suitable for generation of electricity from wind power since
they feature sparsely populated and extensive flat prairies having high and
consistent wind speeds. Moreover, farmers and ranchers and other rural citizens
in our targeted regions welcome the substantial and profitable additional “crop”
of wind farming along with the related and newly created “green collar”
permanent jobs.




The
primary strategic goal of the Company is to build and manage efficiently a large
and diversified portfolio of profitable wind energy assets. The Company’s
current wind power assets are located primarily in southwestern Minnesota in
Lincoln County, and they consist of the developer’s stake in various wind farms
on Buffalo Ridge, a geologic formation that cuts across much of Lincoln County
and provides a leading wind regime for efficient and renewable energy from wind
power turbines. Buffalo Ridge is well-known in the alternative energy industry
for its high quality wind energy resources.




The
producing wind farms in which the Company owns its interests contain 79 modern
wind turbines having a total rated capacity of 53.5 megawatts (53,500
kilowatts), and they collectively generate approximately 160,000,000 kilowatt
hours (kWh) of electricity annually. Acquisition by the Company of the
developer’s stake in this core holding of premium Buffalo Ridge wind power
assets accomplished a major step toward the Company’s strategic goal of building
a large portfolio of diversified wind power assets.






11




Purchase of Boreal Energy
Assets




In
February 2008, the Company acquired wind power assets owned by Boreal Energy,
Inc. (“Boreal”), a Minnesota corporation based in suburban St. Paul, Minnesota.
These assets were purchased pursuant to an agreement entered into in December
2007, which provided for the purchase of two separate Boreal asset categories.
The first category consisted of development and design “pipeline” projects
located primarily in Midwestern and upper Great Plains states, for which we
issued and delivered 18.5 Million shares of our common stock to Boreal. The
second category of Boreal assets consisted of a 15% equity interest in Navitas
Energy Inc., a Minneapolis-based wind farm developer which is majority-owned by
a leading Spanish wind turbine manufacturer.  At the time of our
Boreal Energy purchase, Boreal Energy was in the process of exchanging this
Navitas equity interest into wind power assets then owned by
Navitas.  A material term of our Boreal Energy asset purchase
agreement provided that we would issue an additional total of 10,000,000 shares
of our common stock to Boreal Energy for these assets being exchanged by Boreal
Energy for its 15% Navitas equity interest.  As of the closing date of
the subject purchase, Boreal was in continuing negotiation with Navitas for the
sale of this stock to Navitas in exchange for wind turbines and other wind farm
assets and projects. Our agreement to pay 10 Million shares of our common stock
for the assets received by Boreal from Navitas was subject to our determination
that these assets have a fair value of at least $11,000,000, which was the
carrying value of the Navitas stock on Boreal’s books.




In
July 2008, Boreal Energy had completed the Navitas stock-for-assets exchange,
after which we determined the exchanged assets from Navitas satisfied our asset
purchase agreement with Boreal Energy.  Accordingly, by September
2008, we completed acquiring title to these assets and delivered 10,000,000
shares of our common stock to Boreal Energy from an escrow account the shares
were held in pending our determination of the value of the exchanged
assets.   After acquiring these wind energy project assets from
Boreal, the Company has continued to be managed by officers and directors who
had no prior affiliation with Boreal.  Following is a specific
description of the assets received by us for the 10,000,000 escrowed
shares:




i)
            two
      850kw rated Gamesa G-52 turbines and two 2,000kw rated Gamesa G-80
      turbines and related wind energy generating and transmission
      infrastructure, which are located on wind farm projects in Minnesota and
      Iowa.





ii)         The
Midwest Center for Wind Energy facility along with the 160 acres of land where
it


is
situated, and comprising a modern building of 11,200 square feet having 8
lodging


rooms,
four offices, a large meeting room, a conference room, a maintenance shop
area


and
spaces for viewing exhibits on wind power generation of
electricity.





iii)        The
Viking Wind Farm project in Martin County, Minnesota, which is projected
to


include
100 megawatts of rated capacity, along with meteorological
equipment,  wind


studies,
permits and capacity forecasts developed for the property by Navitas Energy
as


well
as any other design or development documents or agreements for the
project.







The
Company‘s Reasons for Purchasing Boreal Assets




In
reaching its determination to acquire wind energy assets from Boreal, the
Company’s Board of Directors considered a number of factors, including the
following:






12




* Certain
Boreal ongoing development assets provided the Company with immediate access to
specific projects already being developed.




* Boreal’
s  proprietary  pipeline of wind farm projects in various
design and early development stages provided the Company with potential future
development projects in leading wind regimes.




* The
Company believes it will be able to attract and obtain substantial future
capital from debt and/or equity financing due to the nature and quality of wind
energy prospects in the Boreal pipeline.




* Future
development of the Boreal pipeline projects will provide the Company with the
opportunity to become a growing and recognized participant in the wind energy
industry, thus improving the visibility and status of the Company as a publicly
traded company.




Valuation
of Boreal Assets




Our
valuation of Boreal assets was based on a number of tangible and intangible
factors including the book value of certain assets on Boreal’s audited balance
sheet, the development status of certain wind farms now underway, the Boreal
pipeline of future prospects under various design stages,  recent
industry transactions reflecting value creation payments for completed wind
farms and early stage pipeline prospects, anticipated price/earnings ratios from
comparisons to peer group public companies, and other considerations of the
Board of Directors of the Company.  In anticipation of this
transaction, Boreal Energy performed an impairment assessment and wrote down its
assets to the readily identifiable market value of its turbines and real estate,
which we considered in our evaluation of Boreal assets.  Although many
of these valuation factors are very subjective in nature, the Company’s Board
believes that its evaluation process has been sound and considered the standard
factors used in our industry to evaluate wind energy assets.




The
Company did not seek or obtain any independent appraisal of the Boreal assets
being purchased in this transaction.




Recent
Funding Development – Sale/Leaseback of Wind Energy Center




As part
of the Navitas stock-for-assets exchange included in the Boreal assets purchase
(See “Purchase of Boreal Energy Assets” herein), the Company acquired the
Midwest Center for Wind Energy (MCWE) and the 160 acres of land in Lincoln
County, Minnesota on which it is situated.  In November 2008 the
Company closed a sale/leaseback transaction for the MCWE and its land which
resulted in the Company realizing the substantial funding necessary to finance
the commissioning of certain Gamesa wind turbines which also had been acquired
in the Navitas stock-for-assets exchange.  A detailed description of
the sale and lease terms of this transaction is contained in Footnote F to the
financial statements included in this Form 10-Q quarterly report.




Funding
from this sale/leaseback transaction has been utilized by the Company to satisfy
substantial bank debt secured by the MCWE property, purchase parts and materials
to upgrade the Gamesa wind turbines and their grid interconnection, and to
satisfy certain other expenses related to commissioning these Gamesa wind
turbines.  The Company also retained a leading wind turbine
maintenance company to commission and break-in the turbines, which is undergoing
and expected to be completed by the summer of 2009.  When
commissioning and break-in of these Gamesa wind turbines is completed, the
Company will begin receiving its first material revenues from generating
utility-scale electricity from wind power, which will represent a landmark
achievement for the Company.






13




Wind
Energy Assets Acquired in 2007




Prior to
entering into the Boreal Energy asset purchase,  the Company had
acquired  a substantial core holding of wind energy
assets,  consisting of the developer’s stake in various wind farms
located on Buffalo Ridge in southwestern Minnesota. The geologic formation of
Buffalo Ridge is well known in the wind power industry for its consistently high
wind speeds, and accordingly is one of the best locations in the USA for
generation of electricity through wind power. The Company believes its Buffalo
Ridge wind farm interests provide it with key opportunities for future
development and profitability.




These
Buffalo Ridge wind power interests were acquired by the Company from their
developer, which had developed them and retained a developer’s stake upon their
completion.  These purchases by the Company of various wind farm
interests included the developer’s stake in Shaokatan Hills LLC, Lakota Ridge
LLC, and 16 small wind farms collectively known as CHI Energy wind farms. These
Buffalo Ridge wind farm interests are located in Lincoln County, Minnesota,
which adjoins South Dakota.




Shaokatan Hills/Lakota Ridge
—The Shaokatan Hills wind farm has 18 modern wind turbines (Vestas 660 kw) on
1,000 acres having a total rated capacity of 11.88 megawatts, and the Lakota
Ridge wind farm has 15 modern wind turbines (Micon 750 kw) on 640 acres having a
total rated capacity of 11.25 megawatts. During a recent four-year period, the
33 wind turbines on Shaokatan Hills/Lakota Ridge generated electricity at an
average annual rate of 68,300,000 kilowatt hours (kWh). Lakota Ridge is north of
and adjoins Shaokatan Hills.




Chi Energy Wind Farms - This
group of small wind farms consists of 16 separate wind farms which are managed
and maintained collectively, and they contain a total of 46 modern wind turbines
(Vestas 660kw) having a total rated capacity of 30.36 megawatts. During a recent
four-year period, these Chi Energy wind farms generated electricity at an
average annual rate of 93,000,000 kilowatt hours (kWh). Chi Energy wind farms
are located both in the north end of Lincoln County near Shaokatan Hills/Lakota
Ridge and in the south end of Lincoln County near Lake Benton.




Our
ownership interests of the developer’s stake in these Buffalo Ridge wind farms
only amounts to a tiny interest with minimal revenues until 2010, when the
Company’s ownership will convert into interests from 30% to 80% depending on the
specific wind farms.  After the developer’s stakes in these Buffalo
Ridge wind farms convert into these substantial equity ownership interests, they
will provide the Company with substantial net cash flows for many
years.




Averill  Wind LLC-
Besides its Buffalo Ridge wind farm interests, the Company in 2007 also acquired
a $200,000 equity interest in Averill Wind LLC, which is a 10 megawatt wind
farm  being developed in Minnesota near Fargo, North Dakota. Like
Buffalo Ridge, the Averill site is located in a particularly favorable region of
the country for wind power resources.




The
Company intends to continue acquiring additional wind farm assets, both on
Buffalo Ridge and in other favorable wind regimes in the country. The Company
believes that improved wind turbine technology, increasing worldwide energy
demands, mandated renewable energy requirements of utilities, global warming
concerns, and other factors offer the Company an outstanding opportunity to
participate both responsibly and profitably in this fast-growing sector of the
“green energy” marketplace.







14




WIND
POWER OPPORTUNITY IN THE USA




Electric
generating capacity of the USA wind power industry has increased significantly
over the past few years. In 2006 alone, for example, generating electricity from
wind power turbines increased almost 30%, and 2007 experienced a much larger
increase of over 45% in new wind farm developments. The Company believes that
these impressive growth levels of wind farm installations have continued in 2008
and will continue for many future years. There is currently at least 25,000
megawatts of installed wind power capacity in the USA, yet the percentage of
electricity generated by wind power in the country is still only approximately
1% of total electricity demands. One megawatt of rated wind power capacity
produces enough annual electricity during a typical year to satisfy the
electricity needs of 250-300 residences.




The USA
has enormous wind power resources, far exceeding the established leading
European wind regimes. In particular, the huge and sparsely populated flat and
consistently windy plains areas in upper midwestern and all Great Plains states
provide virtually unlimited wind power resources. Accordingly, the Company has
directed its strategic business plan toward wind power asset acquisition and
development in these plains regions, which the Company believes have the best
and most accessible wind regimes in the USA.  Moreover, these targeted
regions of the Company are located relatively near to the Company’s base of
operations in the MinneapoIis/St. Paul metropolitan area.




Factors
contributing to and driving the rapid growth of wind farm installations in the
USA include:




* The
huge wind power potential in the USA has been only slightly exploited,
especially in our targeted Great Plains region. Despite recent strong growth of
wind farm development in the USA, actual penetration of the ample wind power
potential is very small notwithstanding the vast areas of excellent and untapped
wind regimes;




* The
federal Production Tax Credit (PTC) provides significant credits for wind
generated electricity of $.021 per kilowatt hour (kWh) for ten
years.




* Since
the air driving wind turbines is virtually a free fuel source, wind power
provides utilities with a natural hedge to contend with the variable and
volatile nature of fossil fuel costs.




* There
exists a large and growing demand from utility companies to obtain power from
renewable energy sources in order to satisfy their mandated requirements to add
alternative renewable energy production to their overall electricity production
(Renewable Portfolio Standards), which wind energy is uniquely able to
satisfy.




* Strong
and growing public pressures are being exerted on legislative and executive
politicians to promote and develop green renewable energy sources to combat
global warming and other adverse environmental effects now caused by burning
fossil fuels to generate electricity.




* Wind
power constitutes an important element of our national policy to promote energy
independence by reducing the amount of imported fossil fuels by our
nation.






15




Grand
Realty Group Inc




In July
2006, the Company formed Grand Realty Group Inc., a Minnesota corporation
wholly-owned by the Company and related to the Grand Sierra Resort Corp. (“Grand
Sierra”) complex in Reno, Nevada.  In May 2006 we obtained from Grand
Sierra a warrant to purchase up to 5,000,000 common shares of Grand Sierra at
$.40 per share, and through this warrant we purchased a total of 1,037,500
shares of common stock of Grand Sierra resulting in a less than 1% ownership
interest.  Grand Sierra is a private company incorporated in the State
of Nevada, and the Company continues to hold its common stock investment in
Grand Sierra.




Comparison
of Three-Month Periods Ended March 31, 2009 and 2008




Revenues— Operating revenues
for the three-month period ended March 31, 2009 were $8,764 compared to no
revenues for the comparable 2008 period.  The 2009 operating revenues
were from occupants renting lodging rooms at our Midwest Center.




We also
received interest income of approximately $30,000 for the three months ended
March 31, 2009 related to the sale/leaseback of the Midwest Center with Trident
Holdings LLC.




Selling, general and
administrative – These expenses include administrative, consulting,
management and professional services and fees, which increased slightly from
$189,128 for the three months ended March 31, 2008 to $202,804 for the
comparable three-month period of 2009.  These increased expenses in
the three-month period ended March 31, 2009 were due to increased costs of
managing growing wind energy assets.




Net (loss) - Net losses for
the three month periods ended March 31, 2009 and March 31, 2008 were basically
similar,  being $(180,973) for the three months ended March 31, 2009
compared to $(189,128) for the three-month period ended March
31,2008.




Comparison
of Nine-Month Periods Ended March 31, 2009 and 2008




Revenues –Operatingrevenues for the
nine-month period ended March 31, 2009 were $53,086 compared to no revenues for
the comparable nine-month period of 2009.  The operating revenues were
from occupants renting lodging rooms at our Midwest Center for Wind
Energy.




We also
received interest income of approximately $50,000 for the nine months ended
March 31, 2009 related to the sale/leaseback of the Midwest Center for Wind
Energy.




Selling, general and
administrative – These expenses include administrative, management
consulting and professional services and fees, which increased to $708,346 for
the nine months ended March 31, 2009 from $365,741 for the nine months ended
March 31, 2008.  This increase was due primarily to increased expenses
and fees related to the costs of acquiring and maintaining the wind power assets
acquired in the Boreal Energy asset purchase.




Net (loss) - Net loss for the
nine months ended March 31, 2009 was $(661,701) compared to a net loss of
$(365,741) for the nine-month period ended March 31, 2008.  The larger
net loss for the nine-month period ended March 31, 2009 was due primarily to the
increased expenses and fees referred to in the preceding paragraph.






16




Cash Flow
Information




Operating activities - Net
cash consumed by operations during the nine-month period ended March 31, 2009
was $762,185 and consisted of a net loss of $661,701 along with an increase in
accounts receivable of $227,771 to affiliated wind energy partnerships which was
offset by depreciation of $20,130 and stock-based compensation of $33,000 along
with an increase in accounts payable of
$74,157.




Investing activities- Net
cash provided by investing activities during the nine-month period ended March
31, 2009 was $286,584 and consisted of net proceeds of our sale/leaseback of the
Midwest Center for Wind Energy of $1,380,650 plus mortgage receivable proceeds
of $10,375 offset by investments in wind power projects totaling
$1,104,441.




Financing activities - Net
cash provided by financing activities during the nine-month period ended March
31, 2009 was $386,700 and consisted of a stockholder loan of $10,000 along with
$391,700 in proceeds from the sale of common stock offset by $15,000 paid
against debt
principal.




Plan
of Operation and Liquidity




As a
result of the preceding described cash flows for the nine-month period ended
March 31, 2009, our cash position decreased by $88,901 during this nine-month
period from $97,459 at July l, 2008 to $8,558 at March 31, 2009.




We intend
to concentrate our acquisition and development of wind energy assets primarily
toward the upper Great Plains and certain Midwestern regions of the USA,
including Minnesota, Iowa, and the Dakotas. This region is particularly suitable
for wind farms because it features large areas of flat and sparsely populated
prairies having high and consistent wind speeds. Farmers, ranchers and citizens
of rural towns in the Great Plains strongly welcome the additional profitable
“crop” of farming wind from annual turbine rental payments, as well as the
substantial construction and maintenance employment for local residents with
some of these “green collar” jobs being permanent. Also significant, there is no
NIMBY (not-in-my-back-yard) factor to contend with in our targeted region such
as is frequently encountered in more populated areas of the
country.




Our
primary focus for at least the next twelve months is to obtain additional
substantial financing in order to complete development of wind farm projects in
Minnesota and Iowa. We intend to obtain the needed funding through private or
public placements of equity or debt securities or sale of interests in our wind
energy projects.  There is no assurance, however, that we can obtain
any anticipated material funding through any source. If we cannot raise such
planned funding, we will be unable to implement our business plan effectively to
develop the undeveloped wind energy assets we now own.  For the past
couple years, the Company has relied substantially upon sale of its common stock
in private placements to provide funding for both operational and asset purchase
purposes.




Forward-Looking
Statements




The
federal Private Securities Litigation Reform Act provides a safe harbor for
forward- looking statements made by the Company. All statements, other than
statements of historical fact, which address activities, actions, goals,
prospects, or new developments that we expect or anticipate will or may occur in
the future, including such things as prospects for obtaining additional capital
and our goal of participating in new wind energy business ventures and other
such matters are forward-looking statements. Any one or a combination of factors
and uncertainties could materially affect our financial condition and ability to
achieve our goal. These risk factors and uncertainties include our ability to
raise substantial funding for wind farm development, competition for business
opportunities, unexpected costs or expenses, regulatory matters, and prevailing
conditions in the capital markets. Because of these risk factors and other
unknown factors beyond our control, actual results may differ  from
those in our forward-looking statements.






17




ITEM
3. CONTROLS AND PROCEDURES




Evaluation
of disclosure controls and procedures




As of the
end of the period covered by this report, the Company conducted an evaluation,
under the supervision and with the participation of its Principal Executive
Officer/Principal Financial Officer, of the Company’s disclosure controls and
procedures as defined in Rules 13a- 15(e) and 15(d)-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the
Principal Executive Officer/Principal Financial Officer concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.




Changes in internal
controls.




There
were no changes in the Company’s internal controls over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.









PART
II-OTHER INFORMATION




ITEM 6.
EXHIBITS




EXHIBIT
INDEX




31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002




32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002






SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.









Dated:
May 19,
2009                                            Wind Energy America
Inc.









By: /s/ Robert O.
Knutson


Robert
O. Knutson, Managing Director