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 September 30, 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 xNO o

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 o | Accelerated
 filer o | Non-accelerated
 filer x

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act): YES o NO x

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

Class

59,126,881 Common Shares (par value $.05/share)
Outstanding at September 30, 2009

Transitional
Small Business Disclosure Format (check One): YES oNO
x

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WIND ENERGY AMERICA INC.CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------- | ------------- | ----------- | -------- | --------- | ----------- | -
|                                                                                                                                                    |                                            |             | September 30, |             | June 30, |          
|                                                                                                                                                    |                                            | 2009        |               | 2009        |         
|                                                                                                                                                    |                                            | (UNAUDITED) |               |             |          |          
|ASSETS                                                                                                                                              |                                            |             |               |             |          |           |            
|Current Assets:                                                                                                                                     |                                            |             |               |             |          |           |             |  
|Cash                                                                                                                                                |                                            |             | $             | 66,492      |          | $         |            |  
|Advances to Vendor for Construction                                                                                                                 |                                            |             |               | 35,882      |          |           |            |  
|Advances to affiliates                                                                                                                              |                                            |             |               | 214,319     |          |           | 159,764     |  
|                                                                                                                                                    | Total Current Assets                       |             |               | 316,693     |          |           | 159,764     |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|Property, Plant & Equipment                                                                                                                         |                                            |             |               |             |          |           |             |  
|Building                                                                                                                                            |                                            |             |               | 8,272,813   |          |           | 8,260,295   |  
|Accumulated Depreciation                                                                                                                            |                                            |             |               |            |          |           |            |  
|                                                                                                                                                    | Net Equipment                              |             |               | 8,272,813   |          |           | 8,260,295   |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|Investments:                                                                                                                                        |                                            |             |               |             |          |           |             |  
|Mortgage Receivable                                                                                                                                 |                                            |             |               | 1,600,000   |          |           | 1,600,000   |  
|Investments in Wind Energy Power Projects                                                                                                           |                                            |             |               | 5,342,103   |          |           | 5,342,103   |  
|Investment in Grand Sierra Resort Corporation                                                                                                       |                                            |             |               | 15,000      |          |           | 15,000      |  
|                                                                                                                                                    | Total Investments                          |             |               | 6,957,103   |          |           | 6,957,103   |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|                                                                                                                                                    | Total Assets                               |             | $             | 15,546,609  |          | $         | 15,377,162  |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                |                                            |             |               |             |          |           |            
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|Current Liabilities:                                                                                                                                |                                            |             |               |             |          |           |             |  
|Checks Written in Excess of Cash in Bank                                                                                                            |                                            |             | $             |            |          | $         | 5,110       |  
|Accounts Payable                                                                                                                                    |                                            |             |               | 6,098       |          |           | 45,498      |  
|Accrued Liabilities                                                                                                                                 |                                            |             |               | 7,529       |          |           | 5,516       |  
|Note Payable                                                                                                                                        |                                            |             |               | 277,000     |          |           | 267,000     |  
|Convertible Notes                                                                                                                                   |                                            |             |               | 70,000      |          |           | 114,152     |  
|                                                                                                                                                    | Total Current Liabilities                  |             |               | 360,627     |          |           | 437,276     |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|Deferred Compensation                                                                                                                               |                                            |             |               | 45,000      |          |           |            |  
|Sale/Leaseback Rent Accrual                                                                                                                         |                                            |             |               | 179,974     |          |           | 117,333     |  
|Sale/Leaseback Deferred Gain                                                                                                                        |                                            |             |               | 640,040     |          |           | 651,402     |  
|                                                                                                                                                    | Total Liabilities                          |             |               | 1,225,641   |          |           | 1,206,011   |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|Stockholders Equity:                                                                                                                               |                                            |             |               |             |          |           |             |  
|Preferred stock:no par value, authorized 10,000,000 shares,
 none issued                                                                            |                                            |             |               |             |          |           |            
|Common stock:$.05 par value, authorized 100,000,000
 shares 59,126,881 and 54,696,165 shares outstanding as of September 30, 2009 and June 30, 2009 |                                            |             | 2,956,344     |             |          | 2,734,808 |            
|Additional paid -in capital                                                                                                                         |                                            |             |               | 32,481,655  |          |           | 29,464,524  |  
|Accumulated deficit                                                                                                                                 |                                            |             |               | (21,117,031 | )        |           | (18,028,181 | )
|                                                                                                                                                    | Total Stockholders Equity                 |             |               | 14,320,968  |          |           | 14,171,151  |  
|                                                                                                                                                    |                                            |             |               |             |          |           |             |  
|                                                                                                                                                    | Total Liabilities and Stockholders Equity |             | $             | 15,546,609  |          | $         | 15,377,162  |  

See accompanying notes to the consolidated financial
statements.

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WIND ENERGY AMERICA INC.UNAUDITED STATEMENTS OF OPERATIONS

|                                    |                |      |                            |            |               |   |            |  
|----------------------------------- | -------------- | ---- | -------------------------- | ---------- | ------------- | - | ---------- | -
|                                    |                |      | FOR THE THREE MONTHS ENDED |           
|                                    |                |      | September 30,              |            | September 30, |  
|                                    |                | 2009 |                            | 2008       |              
|ASSETS                              |                |      |                            |            |               |   |           
|Revenue:                            |                |      |                            |            |               |   |            |  
|Rental Income                       |                |      | $                          | 20,285     |               | $ | 20,738     |  
|Farm Lease Income                   |                |      |                            | 7,695      |               |   |           |  
|                                    | Total revenues |      |                            | 27,980     |               |   | 20,738     |  
|                                    |                |      |                            |            |               |   |            |  
|Expenses:                           |                |      |                            |            |               |   |            |  
|General & Administrative            |                |      |                            | 171,316    |               |   | 94,313     |  
|Professional Fees                   |                |      |                            | 12,290     |               |   | 35,036     |  
|Management Fees                     |                |      |                            | 2,898,071  |               |   | 108,803    |  
|Impairment and Abondonment Expense  |                |      |                            |           |               |   |           |  
|                                    | Total expenses |      |                            | 3,081,677  |               |   | 238,152    |  
|                                    |                |      |                            |            |               |   |            |  
|Net Operating Loss                  |                |      |                            | (3,053,697 | )             |   | (217,414   | )
|                                    |                |      |                            |            |               |   |            |  
|Other Income and Expenses:          |                |      |                            |            |               |   |            |  
|Interest Income                     |                |      |                            | 30,000     |               |   |           |  
|Amortization of Deferred Gain       |                |      |                            | 11,362     |               |   |           |  
|Warrant & Debt Discount Expense     |                |      |                            | (79,050    | )             |   |           |  
|Interest Expense                    |                |      |                            | (5,902     | )             |   |           |  
|Total Other Income and Expenses     |                |      | (43,590                    | )          |               |  |           
|                                    |                |      |                            |            |               |   |            |  
|                                    | Net Loss       |      | $                          | (3,097,287 | )             | $ | 238,152    |  
|Per Share Data:                     |                |      |                            |            |               |   |            |  
|Net Loss per Common Share:          |                |      | $                          | (0.05      | )             | $ |           |  
|Weighted Average Shares Outstanding |                |      |                            | 56,500,000 |               |   | 50,005,648 |  

See accompanying notes to the consolidated financial statements.

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Wind Energy America Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                             |  |                     |            |                     |   |          |  
|---------------------------------------------------------------------------- |  | ------------------- | ---------- | ------------------- | - | -------- | -
|                                                                             |  | Three Months Ended  |            | Three Months Ended  |  
|                                                                             |  | September 30,
 2009 |            | September 30,
 2008 |  
|Cash Flows used in Continuing Operations:                                    |  |                     |            |                     |   |          |  
|Net Loss                                                                     |  | $                   | (3,088,850 | )                   | $ | (220,976 | )
|Adjustments to Reconcile Net Loss to Net Cash Used
 in Operations Activities |  |                     |            |                     |   |          |  
|Amortization of Deferred Gain                                                |  |                     | 11,362     |                     |   |         |  
|Deferred Compensation                                                        |  |                     | 45,000     |                     |   |          |  
|Depreciation Expense                                                         |  |                     |           |                     |   | 15,098   |  
|Warrants Issued for Debt & Equity Transactions                               |  |                     | 80,815     |                     |   |         |  
|Warrants for Stock Issued for Compensation                                   |  |                     | 2,627,075  |                     |   |          |  
|Stock Based Compensation                                                     |  |                     | 103,750    |                     |   | 18,000   |  
|Changes in Operating Assets and Liabilities:                                 |  |                     |            |                     |   |          |  
|Increase in
 Advances to Affiliates                                          |  |                     | (54,555    | )                   |   | (14,077  | )
|Decrease in
 Acounts Payable and Accrued Liabilities                         |  |                     | (2,580     | )                   |   | (19,714  | )
|Net Cash
 used in Operating Activities                                       |  |                     | (277,983   | )                   |   | (221,669 | )
|Cash Flows used in Investing Activities:                                     |  |                     |            |                     |   |          |  
|Advances to vendors forCnstruction                                           |  |                     | (35,882    | )                   |   |         |  
|Additions to Equipment                                                       |  |                     | (12,518    | )                   |   |         |  
|Investments in Wnd Energy Assets                                             |  |                     |           |                     |   | (15,200  | )
|Net Cash
 used in Investing Activities                                       |  |                     | (48,400    | )                   |   | (15,200  | )
|                                                                             |  |                     |            |                     |   |          |  
|Cash Flows provided by Financial Activities:                                 |  |                     |            |                     |   |          |  
|Common Sock Issued for Cash                                                  |  |                     | 332,875    |                     |   | 148,700  |  
|Loan and convertible note proceeds                                           |  |                     | 60,000     |                     |   |         |  
|Net Cash provided by Financial Activities                                    |  |                     | 392,875    |                     |   | 148,700  |  
|                                                                             |  |                     |            |                     |   |          |  
|Net
 Increase (decrease) in Cash and Cash Equivalents                        |  |                     | 66,492     |                     |   | (88,169  | )
|                                                                             |  |                     |            |                     |   |          |  
|Cash and
 Cash Equivalents at Beginning of Period                            |  |                     |           |                     |   | 97,459   |  
|CASH AND
 CASH EQUIVALENTS AT END OF PERIOD                                  |  | $                   | 66,492     |                     | $ | 9,290    |  
|                                                                             |  |                     |            |                     |   |          |  
|Supplemental Non Cash Flow Information:                                      |  |                     |            |                     |   |          |  
|Cash Paid During the Three Months Ended September 30:                        |  |                     |            |                     |   |          |  
|Interest Expense                                                             |  | $                   | 300        |                     | $ | 3,562    |  
|                                                                             |  |                     |            |                     |   |          |  
|Income Taxes                                                                 |  | $                   |           |                     | $ |         |  
|                                                                             |  |                     |            |                     |   |          |  
|Stock Issued for Debt Payment                                                |  | $                   | 94,152     |                     | $ |         |  

See
accompanying notes to the consolidated financial statements.

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WIND ENERGY AMERICA INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

Periods Ended September 30, 2009 and 2008

A. Nature of Business and Summary of
Significant Accounting Policies

The primary
strategy of the Company is to create and manage effectively a large and diversified
portfolio of profitable wind energy assets, both through acquisition of
existing wind farm assets and through development of new wind farms. Since
early 2007, the Company has acquired substantial wind farm assets including
interests in completed wind farms and a pipeline of wind farm projects in
various stages of design and development. The Companys wind energy assets are
located primarily along Buffalo Ridge, a geological formation which extends
southeasterly from eastern South Dakota across southwestern Minnesota and into
northwestern Iowa. Buffalo Ridge is well-known in the alternative energy
industry for its high quality wind energy resources.

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
2006 the Company discontinued its CRT business and in 2007 spun-off its PuraMed
business 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. In April 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. During the past fiscal year ended June 30, 2009, the Company
recorded an impairment expense of $400,000 regarding its Grand Sierra
investment, which is no longer a material asset of the Company.

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 and CHI Energy
Wind Farms  During the second half of calendar 2007,
the Company purchased from Northern Alternative Energy Inc. its subsidiary
Northern Alternative Energy Shaokatan LLC (NAE Shaokatan), for which the
Company paid a total of

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$2,500,000 in
cash and 4,000,000 shares of its common stock valued at $.60 per share. From
this purchase, the Company obtained the developers stake in two groups of
wind farms in Minnesota on Buffalo Ridge, the first group being two adjoining
wind farms known as Shaokatan Hills and Lakota Ridge and the second group
consisting of 16 small wind farms collectively known and managed as CHI Energy.
Further detailed information on these wind farms and a description of the
developers stakes in them is contained in Item 2 (Managements Discussion and
Analysis of Financial Condition and Results of Operations) following in this
quarterly report.

Acquisition of Boreal Assets
- In February 2008, the Company acquired assets from Boreal Energy, Inc.
(Boreal) consisting primarily of a pipeline of proposed projects in various
stages of design, and other assets exchanged by Boreal with a third party prior
to the final closing of this acquisition in September 2008. 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 conducted by Boreal prior to the final closing of the
Boreal asset purchase, the Company acquired the Midwest Wind Energy Center
(MWEC) and adjoining 160 acres in Lincoln County MN, four GAMESA modern wind
turbines having aggregate rated capacity of approximately 5.5MW (megawatts),
and the Viking Wind Farm project in Martin County, Minnesota. For a more
detailed description of this Boreal asset purchase, the assets acquired and
exchanged thereby, and the accounting treatment of the transaction, see the
following Item 2 of this quarterly report as well as the annual report of the
Company filed with the SEC on Form 10-K for the fiscal year ended June 30,
2009, 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, 2009.

Basis of Presentation

The
financial information included herein for the Companys first quarter of its
fiscal year ended June 30, 2010 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 the Companys financial position, results of operations and
cash flows for this interim period. 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, 2009, which were included in our Annual Report on Form 10-K for our 2009
fiscal year.

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

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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 cash investments in
its wind farm interests and assets are carried at cost which may differ
significantly from their economic values. The Companys common stock issued to
acquire a portion of its purchase of Northern Alternative Energy Shaokatan LLC
and to purchase 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/Warrants or Common Stock Grants

In
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 equity
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.

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

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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 June 30,
2009 the Company has federal income tax operating loss carryforwards of
approximately $13,050,000 Million that expire through 2027 and State of
Minnesota similar loss carryforwards of about $4,050,000 expiring through 2021.
Future utilization of these loss carryforwards by the Company, however, could
be limited under Internal Revenue Code rules for significant changes of
ownership.

C. Common Stock Issued for Services

During the
three months ended September 30, 2009, the Company issued 475,000 unregistered
common shares for services, of which 400,000 shares were issued to independent
directors for serving on the Board of Directors of the Company, and 75,000
shares were issued to an

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independent
consultant for financial services. These transactions were recorded as
management or administrative expenses valued at $.21 to $.25 per share.

D. Common Stock Sales

During the
three months ended September 30, 2009, the Company sold a total of 3,202,500
unregistered common shares to various accredited investors in private placement
transactions for aggregate proceeds of $332,875, resulting in an average price
of $.104 per share.

E. Satisfaction of Note

As of June 30,
2009 the Company had borrowed $94,152 from an individual Lender at 9% per annum
on an unsecured promissory note, which loan was callable by the lender upon 30
days notice to the Company. As of September 15, 2009, the outstanding principal
balance and accrued interest of this loan was $95,917. All principal and
accrued interest of this loan was satisfied in full by the Company in September
2009 through issuance of 753,216 shares of restricted common stock of the
Company to the Lender, approximately $.127 per share.

F. Stock Purchase Warrants

In July 2009,
the Company granted a five-year warrant to its Chairman of the Board to
purchase 1,000,000 shares of common stock of the Company at an exercise price
of $.25 per share.

In September,
2009, the Company granted five-year warrants to three directors, two former
directors and a former executive officer to purchase a total of 18,750,000
shares of common stock of the Company at an exercise price of $.20 per share.

During the
three-month period ended September 30, 2009, the Company granted five-year
warrants to three unaffiliated lenders to purchase a total of 500,000 shares of
common stock of the Company at an exercise price of $.20 per share.

G. Subsequent Event

Subsequent to
September 30, 2009, the Company raised additional capital of $210,000 through
the sale of its common stock in private placement transactions to accredited
investors.

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

Description of Business

Since
early 2007, the registrant Wind Energy America Inc. (the Company) has been
engaged solely in the wind power segment of the alternative renewable energy
industry.

Overview

The
Company was founded and incorporated in Minnesota in 1980 under its former name
Dotronix Inc. For over 25 years, the Company designed, manufactured and
marketed a line of cathode ray tube (CRT) displays and digital signs. In 2005,
the Company discontinued its CRT business and began developing non-prescription
healthcare products to be marketed under the PuraMed brand, which business was
conducted through PuraMed BioScience Inc. (PuraMed), a wholly-owned
subsidiary Minnesota corporation. In late 2006, the Company decided to focus
entirely on entering the wind energy business, and accordingly further decided
to spin off its PuraMed business.

---



Spin-off of PuraMed

In
April 2007, the Company completed the spin-off of its PuraMed subsidiary
through a pro rata dividend to all its shareholders on the basis of one common
share of PuraMed for each five common shares of the Company held by its
shareholders. Concurrent with this spin-off, the Company changed its name from
Dotronix Inc. to Wind Energy America Inc. Since the spin-off, the Company and
PuraMed have operated separately, with their respective managements,
businesses, assets and capital structures being completely independent from each
other.

Strategic Plan of the Company

The
primary strategy of the Company is to create and manage effectively a large and
diversified portfolio of profitable wind energy assets, both through
acquisition of existing wind farm assets and through development of new wind
farms. Since early 2007, the Company has acquired substantial wind farm assets
including interests in completed wind farms and a significant pipeline of
wind farm projects in various stages of design and development. The Companys
wind energy assets are located primarily along Buffalo Ridge, a geological
formation which extends southeasterly from eastern South Dakota across
southwestern Minnesota and into northwestern Iowa. Buffalo Ridge is well-known
in the alternative energy industry for its high quality wind energy resources.

Besides
the wind power interests now held by the Company in Minnesota and Iowa, the
Company intends to acquire or develop additional wind power assets in various
Midwestern and Great Plains regions of the USA. These regions targeted by the
Company are particularly suitable for generation of electricity from wind
energy since they feature sparsely populated and extensive flat prairies having
high and consistent wind speeds. Moreover, farmers and ranchers and other rural
citizens in these regions generally welcome the profitable additional
revenue-producing crop of wind farming along with the related new green
collar local jobs.

Purchase of Boreal Energy Assets

In
December 2007, the Company entered into its principal acquisition which
resulted in its purchase of substantial wind power assets from Boreal Energy
Inc. (Boreal) a Minnesota corporation, which purchase of assets was not
formally completed until September 2008. For these assets, the Company agreed
to pay Boreal a total of 28,500,000 shares of the Companys common stock. The
terms of the Asset Purchase Agreement between Boreal and the Company provided
for the division of Boreal assets into two categories.

The
first category of Boreal assets purchased by the Company included design and
development rights to a substantial pipeline of various wind farm projects in
Upper Midwest and Great Plains regions, which we believe are located in some of
the most favorable wind regimes in North America for generation of electricity from modern utility-scale wind
power turbines. For this Boreal pipeline of projects, we allocated and paid to
Boreal 18,500,000 common shares incident to the first stage closing of this
acquisition which took place in February 2008.

The
second category of Boreal assets consisted of a contingent 15% equity interest
in Navitas Energy Inc. (Navitas), a wind power developer which is
majority-owned by Gamesa, a leading Spanish wind turbine manufacturer, for
which we allocated 10,000,000 shares of our common stock. The Boreal asset purchase agreement,
however, granted Boreal the option to exchange this Navitas equity interest for
substituted wind energy assets provided the Company was

---



satisfied with
the value of such exchanged substituted assets. Pending the evaluation and
resolution of this exchange, the balance of 10,000,000 common shares of the
Company were placed in escrow. Boreal elected to transfer wind energy assets
rather than its Navitas equity interest, and after February 2008, Boreal
negotiated and effected an exchange of its Navitas equity interest for wind
power assets satisfactory to the Company. Although complete transfer documents
for this exchange were not formally completed until September 2008, it was
agreed to and reflected in our financial statements for our fiscal year ending
June 30, 2008. Upon completing this second stage of the purchase agreement, the
10,000,000 escrowed common shares of our stock were delivered and paid to
Boreal. The wind energy assets substituted for Boreals equity interest in
Navitas were determined by us to have a value of at least $11,000,000, which
was approximately the carrying value of the Navitas interest on the financial
records of Boreal. Following is a description of these wind energy assets
received by us which were exchanged by Boreal for its Navitas equity interest:

| |                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | two Gamesa
 G-52 wind turbines and two Gamesa G-80 wind turbines and related equipment
 located respectively on wind farm projects on Buffalo Ridge in Minnesota and
 Iowa, having a total rated capacity of approximately 5.5 MW (megawatts).                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                         
| | the Midwest
 Center for Wind Energy (MCWE) facility along with the 160 acres where it is
 situated in Lincoln County, Minnesota, comprising a modern building of 11,200
 square feet including 8 lodging rooms, 4 offices, a large meeting room, a
 conference room, a maintenance shop area, and spaces for viewing exhibits on
 wind power.                           
| |                                                                                                                                                                                                                                                                                                                                                                         
| | the Viking
 Wind Energy project in Martin County MN which if developed could include a
 capacity rating of up to 100 megawatts, including meteorological equipment
 and permits related to its completed wind studies, all wind data and wind
 power capacity forecasts conducted on the property by Navitas, and all interconnection
 documents related to the project.

Valuation of Boreal Assets  Our valuation
of Boreal assets was based on a number of tangible and intangible factors and
considerations including the book value of assets on Boreals audited balance
sheet, the design or development status of wind farm projects held by Boreal,
recent wind power industry transactions which reflect value creation amounts
paid for completed wind farms and early stage pipeline projects, and other
considerations of the Board of Directors of the Company. Although many of the
valuation factors used by the Company are quite subjective in nature, the
Company believes that its evaluation process was sound and considered the
standard factors and determinations used in the wind power industry to evaluate
wind energy assets. In anticipation of closing this transaction, Boreal Energy
had performed an impairment assessment under which Boreal wrote down its assets
to the readily identifiable market value of its hard assets including turbines
and real estate, which we considered in our evaluation of Boreal assets. The
Company did not seek or obtain any independent appraisal of the Boreal assets
purchased in this transaction.

Voting
Trust  To ensure that the Company did not sell or
transfer control of its business upon completing the Boreal asset purchase, the
Asset Purchase Agreement required Boreal to

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enter into a
voting trust provision whereby for a two-year period approximately 10,000,000
common shares of the Company issued in this transaction must be voted for any
shareholder proposal only with the consent of a current director of the
Company. This provision is now moot and no longer material, since a majority of
the common shares of the Company acquired by Boreal in this transaction have
been sold or transferred by Boreal to other persons, none of whom is a
principal shareholder of the Company.

Reasons
for Purchasing Boreal Assets  In reaching a
determination to purchase the Boreal assets, the Board of Directors of the
Company considered a number of material factors, including the following:

| |   |                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Certain
 Boreal ongoing projects provided the Company with immediate access to
 specific projects already being developed.                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                       
| | * | Boreals
 proprietary pipeline of wind farm projects provided the Company with
 potential future wind energy prospects in leading wind regimes.                                                                                                                       
| |   |                                                                                                                                                                                                                                                                       
| | * | The Company
 believed it would be able to attract and access substantial future capital
 funding from debt and/or equity financing due to the Boreal transaction.                                                                                                     
| |   |                                                                                                                                                                                                                                                                       
| | * | Future
 development of Boreal pipeline wind power projects will enable the Company to
 become a growing and recognized participant in the rapidly growing wind
 energy industry, thus improving the visibility and status of the Company as a
 publicly traded entity.

Wind Power
Opportunity and Industry in the USA

Electric
generating capacity of the USA wind power industry has increased significantly
over the past few years. In 2006, generating electricity from wind turbines
increased almost 30%, and in both 2007 and 2008 there was a substantially
larger annual increase of over 40% in new wind farm developments. The Company
believes that impressive growth levels of wind farm installations will continue
for many future years. There is currently at least 28,000 megawatts of
installed wind power capacity in the USA, yet the percentage of electricity
provided by wind power in the country is still only approximately 1% of total
electricity demands. One megawatt of rated wind power capacity produces enough
electricity during a typical year to satisfy the electricity needs of 250-300
residences.

The
USA has enormous wind power resources, far exceeding the more established
European wind regimes. In particular, the huge and sparsely populated flat and
consistently windy plains regions in upper Midwest and Great Plains states
provide virtually unlimited wind power resources. Accordingly, the Company has
focused its strategic business plan toward wind farm acquisition and
development in these plains regions. The Company believes these regions provide
the most accessible wind regimes for its operations.

Factors
contributing to and driving the rapid growth of wind farm development 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 strong recent growth of wind
 farms in the

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| |   |                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | country, actual penetration of ample domestic 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 ten years of
 $.021 per kilowatt hour (kwh) for wind generated electricity.                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | A large and
 growing demand from utility companies requires them to obtain substantial
 power from renewable energy resources in order to satisfy their mandated
 requirements to add renewable electricity production (Renewable Portfolio
 Standards), which wind energy is uniquely able to satisfy.          
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | Since the
 air driving wind turbines is essentially a free fuel source, wind power
 provides utilities with a natural hedge against the variable and volatile
 nature of fossil fuel costs.                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | Wind power
 constitutes an important element of our national policy to promote domestic
 energy independence by reducing the amount of imported fossil fuels used by
 our nation.                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | Strong and
 growing public pressures are being exerted on legislative and executive
 governmental bodies and all politicians to promote and develop green
 alternative energy sources to combat global warming and other adverse
 environmental effects caused by burning fossil fuels to generate electricity.

Developers Stake
Assets Acquired in 2007

During
the second half of 2007, the Company purchased from Northern Alternative Energy
Inc. its subsidiary known as Northern Alternative Shaokatan LLC (NAE Shaokatan).
Through this purchase of NAE Shaokatan, the Company obtained assets known as
the developers stake in various wind farms located mainly on Buffalo Ridge
in southwestern Minnesota. These developer stake interests in wind farms
initially represents only a minimal or immaterial ownership of the wind farm,
but also represents a substantial future ownership of wind farm revenues upon
the occurrence of a specified event commonly known also as the flip date.
When such a flip occurs under the terms of the wind farm ownership agreement,
the developers stake flips or converts into a prescribed ownership interest
for the remaining life of the wind farm. Generally this flip does not occur
until at least the expiration of the ten-year federal Production Tax Credit
(PTC). When the flip occurs, the wind farm ownership interests other than the
developers stake are decreased in the same amount as the increased developers
stake. The Company anticipates that as the future flips of its developers
stakes occur, the Company will receive substantial revenues from these wind
energy assets for many years.

Through
its purchase of NAE Shaokatan, the Company obtained the developers stakes in
two wind farm groups owned by different principals, the first being two
adjoining wind farms known as Shaokatan Hills and Lakota Ridge, and the second
consisting of 16 small wind farms collectively known as CHI Energy. The
developers stakes are identical for Shaokatan Hills and Lakota Ridge, and
likewise the developers stakes are the same for all 16 wind farms of CHI
Energy.

---



The
Company paid to Northern Alternative Energy Inc. a total of $2,500,000 in cash
and 4,000,000 shares of common stock of the Company (valued at $.60 per share)
for NAE Shaokatan, of which $2,300,000 in cash was paid for the developers
stakes of Shaokatan Hills and Lakota Ridge, and $200,000 in cash and 4,000,000
shares of common stock of the Company was paid for the developers stakes of
the 16 wind farms of CHI Energy.

Shaokatan
Hills/Lakota Ridge contain a total of 33 wind turbines on agricultural land,
with Shaokatan Hills having 18 Vestas 660kw wind turbines on 1,000 acres with a
total rated capacity of 11.88 megawatts (MW), and Lakota Ridge having 15 Micon
750kw wind turbines on 640 acres with a total rated capacity of 11.25 MW.
During a recent four-year period, these 33 turbines generated electricity at an
average annual rate of approximately 68,000,000 kilowatt hours (kwh). Lakota
Ridge is north of and adjoins Shaokatan Hills. The developers stakes of both
Shaokatan Hills and Lakota Ridge provide a 0.l% ownership in the wind farms
until the flip date when they convert to 80% ownership. The flip for Shaokatan
Hills and Lakota Ridge does not occur until the later of the expiration of the
ten-year PTC or that date when the principal owners receive a prescribed total
return on their investments in the wind farms. The Company believes that the
flip dates for Shaokatan Hills and Lakota Ridge will occur by 2011.

The
16 wind farms of CHI Energy are managed and maintained collectively, and
contain a total of 46 Vestas 660kw wind turbines on various agricultural
properties and having a total rated capacity of 30.36 megawatts (MW). During a
recent four-year period, these 46 turbines generated electricity at an average
annual rate of approximately 93,000,000 kilowatt hours (kwh). These 16 wind
farms are situated in the north end of Lincoln County MN directly north of
Lakota Ridge and in the south end of Lincoln County near the town of Lake
Benton. The developers stakes of these 16 wind farms provide initial ownership
of only 0.1% and also contain a dual flip, with ownership increasing to 30%
when the first flip occurs and then further to 49% upon occurrence of the
second flip. The first flip occurs upon the expiration of the ten-year PTC, and
the second flip occurs when certain loan financing covering the wind farms is
satisfied. The Company anticipates that the initial flip dates for these 16
wind farms will occur during 2010-2011 depending upon when each wind farm was
commissioned, with the second flip occurring approximately four years after the
first flip.

Averill Wind LLC

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

Grand Sierra Resort
Corp. Investment

In
July 2006 the Company formed a Minnesota corporate subsidiary, Grand Realty
Group Inc., for the purpose of acquiring an equity interest in Grand Sierra
Resort Corp. (Grand Sierra), a private company incorporated in Nevada. Grand
Sierra purchased the Reno Hilton Hotel/Casino complex in Reno, Nevada in June
2006 from Harrahs Entertainment Inc. and promptly changed its name to Grand
Sierra Resort & Casino. This Grand Sierra complex includes a large casino
gaming area, hotel rooms, many condominium units, and various retail businesses.
Through certain warrant rights held by the Company, the Company in 2006
purchased a total of 1,037,500 shares of Grand Sierra common stock for $415,000
representing approximately an ownership of 1% of Grand Sierra. Although the
Company continues to hold its

---



common stock
interest in Grand Sierra, a recent impairment evaluation of this asset has
resulted in the Companys Grand Sierra investment being written down to a fair
value of only $15,000.

Sale/Leaseback of
Midwest Wind Energy Center

As part of the
Navitas stock-for-assets exchange included in the purchase of Boreal assets,
the Company acquired the Midwest Center for Wind Energy (MCWE) and the 160
acres of agricultural land in Lincoln County, Minnesota on which it is
situated. In November 2008 the Company closed a sale/leaseback transaction with
an unaffiliated party for the MCWE and its land which resulted in the Company
obtaining the substantial funding necessary to satisfy substantial bank debt
secured by the MCWE property, purchase parts and materials and pay for
contractor services to upgrade the Gamesa wind turbines acquired in the Navitas
stock-for-assets exchange, and satisfy certain other expenses related to
developing these Gamesa turbines.

Comparison of
Three-Month Periods Ended September 30, 2009 and 2008

Revenues- Operating
revenues for the three-month period ended September 30, 2009 were $27,980
compared to $20,738 for the comparable 2008 quarterly period. The 2008
operating revenues were all from occupants renting lodging rooms at our Midwest
Center for Wind Energy (MCWE) whereas the 2009 operating revenues consisted of
$20,285 of such MCWE lodging rentals and $7,695 of farm lease income from the
land on which the MCWE is situated.

We also
received interest income of $30,000 for the three months ended September 30,
2009 related to the sale/leaseback of the MCWE compared to no interest income
in the comparable 2008 quarterly period, due to the lease not being effective
until after September 30, 2008.

General and administrative  These expenses
include administrative, consulting, management and professional services and
fees, which increased from $238,152 for the three months ended September 30,
2008 to $3,081,677 for the comparable three-month period of 2009. These
substantially increased expenses of $2,843,525 in the three-month period ended
September 30, 2009 were due almost entirely to non-cash equity-based
compensation (stock and warrant grants) in the aggregate amount of $2,730,825
along with warrants granted for financing transactions which were expensed at
$80,815.

Net (loss) - Net
loss for the three month period ended September 30, 2008 was $(217,414)
compared to $(3,097,287) for the comparable 2009 quarterly period. This
substantial increase in loss in the first quarter of fiscal year 2009 was due
to the non-cash equity-based transactions described in the preceding paragraph.

Cash Flow Information

Operating activities
- Net cash consumed by operations during the three-month period ended September
30, 2009 was $277,983 and consisted of a net loss of $3,088,850 along with an
increase in advances to affiliates of $54,555, offset by amortization expense
of $11,362, deferred compensation of $45,000, equity-based compensation of
$2,730,825 and expensed warrants for financing transactions of $80,815.

Investing activities-
Net cash used by investing activities during the three-month period ended
September 30, 2009 was $48,400 and consisted of $35,882 for development
payments to outside contractors and $12,518 for purchase of wind turbine components.

---



Financing activities
- Net cash provided by financing activities during the three-month period ended
September 30, 2009 was $392,875 which consisted of $332,875 in proceeds from
the sale of common stock and loan proceeds of $60,000.

Plan of Operation and
Liquidity

As a result of
the preceding described cash flows for the three-month period ended September
30, 2009, our cash position increased an amount of $66,492 during this
three-month period from $-0- at June 30, 2009 to $66,492 at September 30, 2009.
Subsequent to September 30, 2009, the Company raised an additional $210,000
from sales of our common stock to accredited investors in private placement
transactions. We currently have enough cash to support our operations until
sometime into the first quarter of calendar year 2010.

We intend to
concentrate our acquisition and development of wind energy assets primarily
toward the Great Plains region of the USA along with certain midwestern and
western states. Our targeted regions are particularly suitable for wind farms
because they feature large areas of flat and sparsely populated country having
high and consistent wind speeds. Farmers, ranchers and citizens of rural towns
in the these regions 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 material
NIMBY (not-in-my-back-yard) factor to contend with in our targeted regions such
as is frequently encountered in more populated areas of the country.

Our primary
focus for the next few months is to obtain additional substantial financing in
order to complete development of wind farm projects in Minnesota and Iowa where
we own existing Gamesa turbines as well as to commence development of at least
one of our pipeline projects. We intend to obtain the needed funding through
private placements of equity or debt securities, or bank financing secured by
our assets, or sale of interests in our wind energy projects, or perhaps a
combination of these sources. There is no assurance, however, that we can
obtain any material funding through any source. If we cannot obtain such
anticipated funding, we will be unable to implement our business plan
effectively to develop the 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.

We cannot
foresee what impact the current unprecedented volatility in worldwide credit
and equity markets will have on our ability to obtain future substantial
financing. Since September 2008, an unprecedented turmoil in equity and credit
markets has occurred resulting in devastating losses in stock markets, dramatic
decreases in liquidity in credit markets, bank failures, hedge fund closures
and massive market intervention by the United States and many foreign governments.
Because of the drastic nature of these market events, and because equity and
credit markets remain highly volatile currently, we cannot predict what effect
these events will have on our ability to obtain future substantial financing as
needed.

If additional
funds are raised by the issuance of convertible debt or equity securities or by
any exercise of outstanding options or warrants, our existing shareholders will
most likely experience dilution in their ownership interests.

---



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.

ITEM 4T. Controls and
Procedures

Disclosure Controls and Procedures

We maintain
disclosure controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Securities and
Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission. As of the end of the period
covered by this quarterly report, the Company conducted an evaluation, under
the supervision and with the participation of its Principal Executive
Officer/Principal Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures pursuant to Rules
13a-15 under 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.

Changes in Internal Control Over Financial
Reporting

There has been
no change in the Companys internal control over financial reporting that
occurred during the quarterly period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.

PART II-OTHER INFORMATION

Item 2. Unregistered
Sales of Equity Securities

In
July 2009, the Company issued 75,000 shares of its common stock to an
unaffiliated independent consultant for financing services provided to the
Company, valued at $.21 per share.

In
August 2009, the Company issued an aggregate of 400,000 shares of its common
stock to three independent directors in consideration for their serving on the
Board of Directors of the Company, valued at $.21-$.25 per share.

In
September 2009, the Company issued 753,216 shares of its common stock to a
Noteholder to satisfy in full all principal and accrued interest of the Note in
the total amount of $95,917, valued at $.127 per share.

---



During
July-September 2009, incident to various private placement transactions solely
with accredited investors, the Company sold an aggregate of 3,202,500 shares of
its common stock to 17 accredited investors at $.10-$.125 per share, resulting
in proceeds to the Company of $332,875.

Sales
of all securities described in this Item 2 of Part II were all made in reliance
upon the exemption from registration provided under Section 4(2) of the
Securities Act of 1933, as amended. All persons receiving these securities are
accredited investors, no general solicitation or advertising was used incident
to these transactions, and all share certificates for the securities bear a
standard restrictive legend evidencing the private placement nature of these
sales.

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:
 November 10, 2009 | Wind Energy America Inc.             
|                          |                                      
|                          |                                      
|                          | By                                    | : /s/ Robert
 O. Knutson | 
|                          | Robert O.
 Knutson, Managing Director
|                          | and Chief
 Financial Officer         

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