UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549






FORM
1O-Q






þQUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the
quarterly period ended December 31, 2008




Commission
File No. 0-9996







WIND
ENERGY AMERICA INC.


(Exact
name of small business issuer as specified in its charter)




Minnesota
            41-1387074(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)




12100
      Singletree Lane, Suite 100,
              Eden
      Prairie, MN
            55344(Address
      of principal executive offices)
            (Zip
      Code)




(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
past 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 þ   No
[   ]





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





Large Accelerated filer  ̈                                                                                                     Accelerated
filer  ̈


Non-accelerated filer   ̈ (Do not check if a
smaller reporting
company)                                                                                                                          Smaller
reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[  ]   No þ


Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest Practicable date.





50,962,194 shares of $.05
par value common stock on December 31, 2008.




Transitional Small Business Disclosure
Format (check one): Yes    Noþ














1







WIND
      ENERGY AMERICA, INC.INDEXPagePart
      I — Financial Information
              
              2Item
      1.
              Unaudited
      Consolidated Financial Statements
              
              3Consolidated
      Balance Sheets
              
              3Unaudited
      Consolidated Statements of Operations
              
              4Unaudited
      Consolidated Statements of Cash Flows
              
              5Notes
      to Unaudited Consolidated Financial Statements
              
              6Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              13Item
      3.
              Controls
      and Procedures
              
              18Part
      II — Other Information
              
              18Item
      6.
              Exhibits
              
              18Signatures
              
              18







PART
I.  FINANCIAL INFORMATION




Item
1.                 Unaudited
Consolidated Financial Statements.














2







WIND
      ENERGY AMERICA, INC.CONSOLIDATED
      BALANCE SHEETSASSETS
              December
      31, 2008
              
              June
      30, 2008(Unaudited)Current
      Assets:Cash
              $
              74,659
              
              $
              97,459Accounts
      Receivable – affiliated partnerships
              
              145,334
              
              
              27,867Total
      Current Assets
              
              219,993
              
              
              125,326Property,
      Plant and EquipmentBuilding
              
              -
              
              
              1,992,905Land
              
              -
              
              
              320,000Accumulated
      Depreciation
              
              -
              
              
              -Net
      Property, Plant and Equipment
              
              -
              
              
              2,312,905Mortgage
      Receivable
              
              1,589,625
              
              
              -Investments
      in Wind Energy Power Projects
              
              13,151,630
              
              
              12,046,975Investment
      in Grand Sierra Resort Corporation
              
              415,000
              
              
              415,000TOTAL
      ASSETS
              $
              15,376,248
              
              $
              14,900,206LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      Payable and Related Party Payable
              $
              37,717
              
              $
              11,146Accrued
      Liabilities
              
              7,908
              
              
              31,108Note
      Payable
              
              -
              
              
              10,000Convertible
      Notes
              
              89,152
              
              
              94,152Total
      Current Liabilities
              
              134,777
              
              
              146,406Sale
      Leaseback Deferred Income
              
              686,700
              
              
              -Total
      Liabilities
              
              821,477
              
              
              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, 50,962,194 and
      49,854,862 shares outstanding as of December 31, 2008 and June 30, 2008,
      respectively
              
              2,548,109
              
              
              2,492,743Additional
      Paid-in Capital
              
              28,626,096
              
              
              28,399,763Accumulated
      Deficit
              
              (16,619,434)
              
              
              (16,138,706)Total
      Stockholders' Equity
              
              14,554,771
              
              
              14,753,800TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              $
              15,376,248
              
              $
              14,900,206See
      accompanying notes to the unaudited consolidated financial
      statements.







3







WIND
      ENERGY AMERICA INC.UNAUDITED
      CONSOLIDATED STATEMENTS OF OPERATIONSFor
      the Six and Three Months Ended December 31, 2008 and
  2007Three
      Months Ended
                December
      31,
              
              Six
      Months Ended
                December
      31,2008
              
              2007
              
              2008
              
              2007Revenue:Rental
      income
              $
              23,584
              
              $
              -
              
              $
              44,322
              
              $
              -Expenses:General
      & administrative
              
              172,240
              
              
              82,453
              
              
              290,652
              
              
              122,376Professional
      fees
              
              114,224
              
              
              32,237
              
              
              214,890
              
              
              54,237Rental
      expenses
              
              15,085
              
              
              -
              
              
              34,159
              
              
              -Total
      Expenses
              
              301,549
              
              
              114,690
              
              
              539,701
              
              
              176,613Net
      Operating Loss
              
              (277,965)
              
              
              (114,690)
              
              
              (495,379)
              
              
              (176,613)Other
      Income and Expenses:Interest
      income
              
              19,625
              
              
              -
              
              
              19,625
              
              
              -Interest
      expense
              
              (1,412)
              
              
              -
              
              
              (4,974)
              
              
              -Total
      Other Income and Expenses:
              
              18,213
              
              
              -
              
              
              14,651
              
              
              -NET
      LOSS
              $
              (259,752)
              
              $
              (114,690)
              
              $
              (480,728)
              
              $
              (176,613)Per
      Share Data:Net
      Loss per Common Share :
              $
              (0.01)
              
              $
              (0.01)
              
              $
              (0.01)
              
              $
              (0.01)Weighted
      Average Shares Outstanding
              
              50,605,093
              
              
              17,356,098
              
              
              50,305,392
              
              
              16,697,878See
      accompanying notes to the unaudited consolidated financial
      statements.







4







WIND
      ENERGY AMERICA, INC.UNAUDITED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFor
      the Six Months Ended December 31, 2008 and 20072008
              
              2007Cash
      Flows used in Operating Activities:Net
      Loss
              
              $
              (480,728)
              
              $
              (176,613)Adjustments
      to reconcile Net Loss to net cash used in Operating
    ActivitiesDepreciation
      expense
              
              
              20,130
              
              
              -Stock
      Based Compensation
              
              
              33,000
              
              
              -Changes
      in Operating Assets and Liabilities:Increase
      in Accounts Receivable
              
              
              (117,467)
              
              
              -Decrease
      in Accounts Payable and Accrued Liabilities
              
              
              3,370
              
              
              -Net
      Cash used in Operating Activities
              
              
              (541,695)
              
              
              (176,613)Cash
      Flows used in Investing Activities:Sale
      and leaseback of building
              
              
              1,380,650
              
              
              -Proceeds
      from mortgage receivable
              
              
              10,375
              
              
              -Investments
      in Wind Energy Assets
              
              
              (1,105,830)
              
              
              (750,000)Net
      Cash provided by (used in) Investing Activities
              
              
              285,195
              
              
              (750,000)Cash
      Flows provided by Financial Activities:Proceeds
      from Sale of Common Stock
              
              
              248,700
              
              
              885,416Payment
      of convertible debenture
              
              
              (15,000)
              
              
              -Stockholder
      Loan
              
              
              -
              
              
              50,000Net
      Cash provided by Financing Activities
              
              
              233,700
              
              
              935,416Net
      Increase (Decrease) in Cash and Cash Equivalents
              
              
              (22,800)
              
              
              8,803Cash
      and Cash Equivalents at Beginning of Period
              
              
              97,459
              
              
              114,595Cash
      and Cash Equivalents at End of Period
              
              $
              74,659
              
              $
              123,398Supplemental
      Non Cash Flow Information:Cash
      Paid During the Period for:Interest
      Expense
              
              $
              4,974
              
              $
              -Income
      Taxes
              
              $
              -
              
              $
              -Common
      Stock issued for Wind Projects
              
              $
              -
              
              $
              2,400,000Sale
      of Fixed Assets for Mortgage Receivable
              
              $
              1,600,000
              
              $
              -See
      accompanying notes to the consolidated financial
    statements.







5


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Six
Months ended December 31, 2008 and 2007





A.   NATURE
OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Company
History


Wind
Energy America, Inc. (formerly Dotronix, Inc) (“the Company”) was founded in
1980 as a Minnesota corporation. Since January, 2007 the Company has focused its
efforts entirely on the development and acquisition of wind energy assets for
electric power production. On February 29, 2008 the Company entered into an
asset acquisition agreement with Boreal Energy, Inc. (Boreal) in a transaction
that made Boreal a 58 % owner of the Company at that time and was accounted for
as a reverse merger. The accounting information presented herein is that of the
subsidiary only and does not include the financial information of the Company’s
accounting parent, Boreal.





As
Dotronix, Inc., the Company designed manufactured and marketed cathode ray tube
(“CRT”) displays. In 2005, the Company, restructured by issuing stock to
eliminate outstanding debt obligations, discontinued its CRT business and
repositioned the Company for participation in a new business
venture.





Accounting
Policies and Critical Estimates


The
consolidated financial statements include the Company, its wholly-owned
subsidiary, Northern Alternative Energy Shaokatan, LLC and in 2007 its
wholly-owned subsidiary, PuraMed BioScience, Inc., a Minnesota corporation. In
2007 PuraMed was spun off on a 1 to 5 basis to the shareholders of Wind Energy
America, Inc. The Company’s ownership of PuraMed was terminated on April 12,
2007 resulting in PuraMed’s operations no longer being consolidated after this
date.





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. Actual results will differ from those estimates.





The
Company’s investments are stated at the lower of cost or fair value in
accordance with Statement of Financial Accounting Standards (“SFAS”)
No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”
(“SFAS 144”). The carrying value of the Company's investments in Grand
Sierra Resort Corp. is carried at cost.





In
February 2008, the Company entered into an asset acquisition agreement with
Boreal Energy, Inc. (Boreal) Boreal acquired majority control of the Company.
The transaction was accounted as a reverse merger as Boreal acquired majority
control. The transaction was valued at $9,084,505 using the identifiable market
values of Boreal’s tangible assets.





Recent
Accounting Pronouncements


In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements” (“SFAS 157”). SFAS 157 provides guidance for using fair
value to measure assets and liabilities. SFAS 157 also responds to
investors’ requests for expanded information about the extent to which a company
measures assets and liabilities at fair value, the information used to measure
fair value, and the effect of fair value measurements on earnings. SFAS 157
will be effective for the Company’s fiscal year beginning July 1, 2008. The
Company is currently reviewing the effect SFAS 157 will have on its
financial statements; however, energy prices which dictate the costs of
competing electrical projects will directly impact the fair market value of our
Wind Energy Assets.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to
choose to measure certain financial assets and liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected will be reported in earnings. SFAS 159 will be effective for the
Company’s fiscal year beginning July 1, 2008. The Company is currently
reviewing the effect SFAS 159 will have on its financial statements;
however, it is not expected that it will have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.





6


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Six
Months ended December 31, 2008 and 2007





A.   NATURE
OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





Recent
Accounting Pronouncements


In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements, an Amendment to ARB No. 51”
(“SFAS 160”). Under the provisions of SFAS 160, a noncontrolling
interest in a subsidiary, or minority interest, must be classified as equity and
the amount of consolidated net income specifically attributable to the minority
interest must be clearly identified in the consolidated statement of operations.
SFAS 160 also requires consistency in the manner of reporting changes in
the parent’s ownership interest and requires fair value measurement of any non
controlling interest retained in a deconsolidation. SFAS 160 will be
effective for the Company’s fiscal year beginning July 1, 2009. The Company
is currently evaluating the impact of the adoption of SFAS 160. The Company
controls several Limited Liability Company’s (LLC)’s through the acquisition of
the general partner’s interest in these memberships. Most of these memberships
limit the participation of the general partner in the earnings of the limited
memberships until the limited partners have been paid back their investments.
Based upon current projections the Company will begin participating in the
earnings of the memberships in 2010. SFAS 160 may affect our accounting for
these limited memberships. These memberships are currently recorded at cost to
the Company, whose acquisition price was largely determined via a discounted
cash flow model of the value of the future earnings of these
memberships.





In March
2008, FASB issued Financial Accounting Standards No. 161, “Disclosure about Derivative
Instruments and Hedging Activities - an amendment to FASB Statement No.
133.” The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” do not provide adequate information
about how derivative and hedging activities affect an entity’s financial
position, financial performance, and cash flows. Accordingly, this Statement
requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008.





In May
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy).  This statement is
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, “the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”





In May
2008, the FASB issued Statement No. 163“Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No.
60.”The premium revenue recognition approach for a financial
guarantee insurance contract links premium revenue recognition to the amount of
insurance protection and the period in which it is provided. For purposes of
this statement, the amount of insurance protection provided is assumed to be a
function of the insured principal amount outstanding, since the premium received
requires the insurance enterprise to stand ready to protect holders of an
insured financial obligation from loss due to default over the period of the
insured financial obligation.  This Statement is effective for
financial statements issued for fiscal years beginning after December 15,
2008.





Cash
Equivalents


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





7


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Six
Months ended December 31, 2008 and 2007





A.   NATURE
OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





Stock
Options


The
Company issued common stock warrants for compensation in both fiscal year end
June 30, 2008 and 2007. The warrants have been expensed under the black- scholes
option pricing model.  Under the provision of Statements of Financial
Accounting Standards (SFAS) No. 123R "Share-based Payment - an amendment of the
Financial Accounting Standards Board Statement No. 123."  The Company
did not issue any stock options in the fiscal year end June 30 2008 and
2007.





For the
six months ended December 31, 2008, the Company did not issue any stock options
or warrants.





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.





The
carrying value is reviewed periodically or when factors indicating impairment
are present. The 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 anti dilutive to the computation of loss per share.





B.  WIND
ENERGY OPERATIONS





In early
2007, the Company purchased a $200,000 equity interest in Averill Wind, L.L.C.,
a Minnesota company.  Averill is a 10 megawatt (10,000 kilowatts) wind
farm near Fargo/Moorhead, Minnesota, and a region of the country that is
favorable for electricity generation through wind power.  Averill will
cost approximately $15 million to complete, and is scheduled for completion when
a source of capital is arranged during 2009.





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 Lincoln County,
Minnesota. The Company will supply 50% of the capital and be 50% partner in the
proposed 300 MW wind farm, located just east of the Zulu substation. This ZULU
wind farm cannot be developed until a planned large power transmission line is
completed from Minneapolis to Buffalo Ridge.





On August
30, 2007, the initial purchase of wind energy assets from Northern Alternative
Energy, Inc., was completed by acquiring all of the interest in Northern
Alternative Energy Shaokatan, LLC for $2.3 million in cash. These wind energy
assets consist of the developer’s stake in two wind farms on Buffalo Ridge in
Lincoln County MN. Buffalo Ridge in southwestern Minnesota is a prime wind
regime in the USA for efficient generation of electricity from wind power
turbines, and is well-known in the alternative energy industry for its high and
consistent wind speeds.





Known as
Shaokatan Hills and Lakota Ridge Wind Farms, they contain 33 modern wind
turbines with a total rated power capacity of 23 megawatts (23,000
kilowatts).  Ownership of the Company is only a minimal percentage
until 2010, when the developer’s stake converts into 80% ownership of these two
wind farms. Over the past few years, these 33 turbines have generated
electricity at an average annual rate of 68,300,000 kilowatt hours (kwhrs).
Based on revenues from the past few years, we anticipate receiving substantial
aggregate net revenues from the two wind farms during the period from 2010 -
2018.





8


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Six
Months ended December 31, 2008 and 2007





B.  WIND
ENERGY OPERATIONS (Continued)





The
acquisition of these wind energy assets provides a substantial core holding
which will provide a superior future cash flow as well as significant
opportunity for future development. The Company intends to continue acquiring
favorable wind farm assets, particularly on Buffalo Ridge and similar leading
wind regimes. Due to improved wind turbine technology, increasing energy
demands, volatile natural gas prices, and mandated renewable energy requirements
imposed on utilities, we believe an excellent opportunity exists to participate
both responsibly and profitably in this rapidly growing sector of the “green”
energy marketplace.





In
December 2007, the Company completed acquiring  the developer’s stake
in CHI Energy Wind Farms, 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. These CHI Energy assets we also
acquired from Northern Alternative Energy Inc., for which the Company paid
consideration of $200,000 in cash plus 4,000,000 shares of its unregistered
common stock.  Virtually all of these CHI Energy assets are located on
Buffalo Ridge in Lincoln County MN, and for the past several years they have
collectively generated electricity at an average annual rate of 93,000,000
kilowatt hours (kwh). The Company will receive no material revenues from the CHI
Energy wind farms until 2010, after which the Company’s ownership interest will
convert to 30% initially, and eventually to 49%.





On
December 12, 2007 the Company entered into an Asset Purchase Agreement with
Boreal Energy Inc., a Minnesota corporation pursuant to which the Company will
purchase substantially all the assets of Boreal for common stock of the Company
in a tax-free exchange.  This acquisition was completed on February
29, 2008.  Assets being purchased by the Company include Boreal’s
interests and rights in and to all its wind energy projects, certain wind
turbine equipment, and other assets related to wind farm projects now
underway.




On
February 29, 2008 the Company completed its significant acquisition of assets
from Boreal Energy Inc., a Minnesota corporation  Boreal is a wind
farm developer based in suburban St. Paul, Minnesota, and Boreal assets
purchased in this transaction included its interests and development rights in
and to various wind farm projects in the Upper Midwest and Great Plains regions.
This extensive pipeline of wind energy projects includes approximately 1,200
megawatts of rated turbine power capacity in various phases of design or
development.  Boreal assets also included a 15% equity interest in
Navitas Energy, Inc., a commercial wind power developer based in
Minneapolis.  These Boreal assets were purchased by the Company in a
tax free transaction 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 any of their respective officers, directors or
affiliates prior to this transaction.





On
September 18, 2008, the Company’s minority stock interest in Navitas Energy,
Inc.  was exchanged for various assets of Navitas Energy,
Inc..  The original acquisition of stock in Navitas Energy, Inc.
occurred as part of Boreal Energy, Inc. asset acquisition.  The
Company had originally escrowed 10,000,000 of the 28,500,000 shares of its stock
until the transfer of the assets was achieved in the September 18, 2008
exchange.





The
Company acquired two new turbines and related electric generating equipment with
a four megawatt capacity in Sibley County, Iowa valued at $4,752,000, two
turbines  with 1.7 megawatts capacity and electric generating
equipment in Lincoln County, Minnesota valued
at  $2,019,600  Other assets transferred include 160 acres
of land in Lincoln County, Minnesota valued at $320,000, a building with repair
facilities and eight lodging rooms, a large meeting room, offices, and a
conference room valued at $1,992,905 and a land lease for two turbines on the
property for which the Company will receive $1,000 a month in rent from NAE
Shaokatan Power Partners L.L.C.  No value was assigned to various
projects in the preliminary engineering phase. The Company reallocated the value
of $11,287,250 in Navitas Energy stock ownership originally assessed to Boreal
Energy, Inc. asset acquisition to the assets received above. The exchange has
been reflected on the Company’s June 30, 2008 balance sheet.





9


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Six
Months ended December 31, 2008 and 2007





B.  WIND
ENERGY OPERATIONS (Continued)





The
carrying values of the Wind Energy Assets are summarized as
follows:





December
      31,
              
              June
      30.Asset Description
              
              2008
              
              2008Developer’s Interest in  LLC and Other
      EntitiesLakota
      Ridge LLC-Lincoln County, Minnesota
              
              $
              1,134,963
              
              $
              1,134,963Shaokatan
      Hills LLC- Lincoln County, Minnesota
              
              
              1,134,963
              
              
              1,134,963Chi
      Wind Farms LLC- Lincoln County, Minnesota
              
              
              2,630,074
              
              
              2,630,074Averill
      Wind LLC- Lincoln County , Minnesota
              
              
              260,000
              
              
              251,175Great
      Plains Wind LLC Sibley County, Iowa
              
              
              24,200
              
              
              24,200Zulu
      Wind LLC- Lincoln County, Minnesota
              
              
              100,000
              
              
              100,000Subtotal
      developer's interest in LLC and Other Entities
              
              
              5,284,200
              
              
              5,275,375Wind Turbines to be
      CommissionedHenry
      Hills 4 Megawatts- Silbey County, Iowa
              
              
              4,957,000
              
              
              4,752,000Midwest
      Energy Center -1.7 Megawatts Lincoln County, Minnesota
              
              
              2,910,430
              
              
              2,019,600Subtotal
      Wind Turbines to be Commissioned
              
              
              7,867,430
              
              
              6,771,600Real PropertyBuilding
      -Midwest Wind Energy Center - Lincoln County, Minnesota, net of
      accumulated depreciation
              
              
              -
              
              
              1,992,905Land-
      160 acres- Lincoln County, Minnesota
              
              
              -
              
              
              320,000Subtotal
      Real Property
              
              
              -
              
              
              2,312,905Total
      Wind Energy Assets
              
              $
              13,151,630
              
              $
              14,359,880





C.   GRAND
SIERRA RESORT CORP





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





D.  FUTURE
FUNDING REQUIREMENTS





The Company is in the
process of funding the hook up of its turbines in Lincoln County, Minnesota and
when they are on line will focus on the hook up of its Sibley County, Iowa
turbines. Once on line the Company will be generating revenues, however, further
equity sales will be necessary to develop its Wind Energy Assets.





E.  ISSUANCE
OF UNREGISTERED SECURITIES





In
September 2008 the Company issued 60,000 unregistered common shares to its
former CEO/CFO incident to an Employment Termination Agreement, which was
recorded as management fee expense at $.30/share.


10


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Six
Months ended December 31, 2008 and 2007





F.  COMMON
STOCK





The
Company issued 60,000 unregistered common shares to its former CEO/CFO incident
to an Employment Termination Agreement in the first Quarter of
2008-2009.  The Agreement entered into in February 2008 provided for a
total of 240,000 shares. On December 31, 2008 120,000 shares remain to be
issued.





During
the six months ended December 31, 2008, the Company sold a total of 987,332
unregistered common shares to certain accredited investors in private placement
transactions for aggregate proceeds of $248,700, resulting in an average price
of $.252 per share.





G.
CONVERTIBLE DEBT





As of
June 30, 2008 the Company had borrowed $94,152 from an individual at 9% per
annum. The debt is callable by this individual upon 30 days notice to the
Company. The debt can be converted into common stock at $1.00 per share at the
discretion of the holder.  As of December 31, 2008, the balance
outstanding was $89,152.





H.  INCOME
TAXES





The
Company accounts for income taxes in accordance with SFAS No. 109, Accounting
for Income Taxes that require an asset and liability approach to financial
accounting and reporting for income taxes. 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 established equal to the
income tax benefits to reduce the deferred tax assets to zero.





A
reconciliation of the Company’s tax provision based on a statutory federal
income tax rate of 35% to the Company’s effective rate is as
follows:





December
      31, 2008
              
              December
      31, 2007Computed
      tax benefit at:Federal  @
      35 % -benefit
              
              $
              168,000
              
              $
              62,000State
      tax rate net of federal –benefit
              
              $
              24,000
              
              $
              9,000Change
      in valuation allowance
              
              $
              (192,000)
              
              $
              (71,000)$Provision
              
              $
              -
              
              $
              -





No
deferred income taxes have been provided for the temporary differences between
the financial reporting and income tax basis of the Company due to the valuation
allowances outlined below:





December
      31, 2008
              
              December
      31, 2007Asset
              
              Asset(Liability)
              
              (Liability)Net
      operating loss carry forward
              
              $
              5,614,000
              
              $
              5,422,000Valuation
      allowance
              
              $
              (5,614,000)
              
              $
              (5,422,000)





At
December 31, 2008, the Company has federal income tax net operating loss
carryforwards of approximately $12,000,000 that will expire through 2027, and
for Minnesota income tax net operating loss carryforwards of $ 3,750,000 that
will expire through 2021.  Wisconsin’s operating loss carryforwards of
$450,000 that expire through 2022.  Future utilization of loss
carryforwards could be limited under Internal Revenue Code Section 382 for
significant changes in ownership.


11


WIND
ENERGY AMERICA INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Six
Months ended December 31, 2008 and 2007





I.
PROPOSED INCREASE IN AUTHORIZED COMMON SHARES





The Board
of Directors of the Company has approved an increase in the authorized common
shares of the Company from 50,000,000 to 100,000,000 shares, to be submitted to
the shareholders for their approval.  In this quarterly report, the
Company has included in its outstanding common shares all private placement
sales of its common stock during 2008, some of which cannot be issued until the
shareholders of the Company have approved the proposed increase in authorized
shares, which the Company expects to occur in early March 2009.  The
Company will issue certificates for shares which are in such “outstanding but
unissued” status immediately upon obtaining shareholder approval of the increase
in authorized common shares.




J.
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, Minnesota 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.
This transaction resulted in a net gain on the sale of the building and land of
$686,700 that is deferred until the balance of the funds are
received.




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 an interest in 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.  When commissioning of
these turbines is completed, WNEA will receive its first material revenues from
generating utility-scale electricity from wind power.








12


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
non prescription healthcare products business was conducted through a
wholly-owned subsidiary Minnesota corporation, PuraMed BioScience,
Inc.




Spinoff
of PuraMed




On April
12, 2007 we completed a spin-off of our former PuraMed subsidiary to all our
stockholders on a pro rata dividend basis of one share of PuraMed for each five
shares of our common stock. After this spin-off, our 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, we entered the wind power industry as our sole operational business and
incident thereto also changed our 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 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 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 has accomplished a major step toward our strategic goal of building a
large portfolio of diversified wind power assets.




Purchase
of Boreal Energy Assets




In
February 2008, the Company entered into an asset acquisition agreement with
Boreal Energy, Inc. (“Boreal”), a Minnesota corporation based in suburban St.
Paul, Minnesota. Pursuant to the agreement, entered into in December 2007, the
Company received two separate Boreal asset categories. The first category
consists of development and design “pipeline” projects consisting of
approximately 1,200 megawatts (MW) located primarily in Midwestern arid 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 the Boreal Energy transaction, 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. We agreed to pay 10 Million shares of
our common stock for the assets received by Boreal from this stock sale, 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.









13


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 receiving 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 contain 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
      interconnection and other agreements related to the
    project.





Voting
Trust




To ensure
that the Company’s management did not lose control of the Company incident to
the Boreal Energy transaction, approximately 10,000,000 shares of common stock
of the Company issued to Boreal incident to this transaction are subject to a
two-year voting trust whereby two persons will vote these shares incident to any
matter being voted upon by stockholders, with one person being a current
director of the Company and the other being a nominee designated by
Boreal.




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:




*
Boreal’s ongoing development assets provide the Company with immediate access to
specific projects already into their development stages.




* Boreal’
s  proprietary pipeline of 1,200 megawatts of wind farm projects in
various design and early development stages provides the Company with many
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
substantial 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.









14


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 complete
the commissioning of certain wind turbines which had also 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 two wind turbines on the MCWE property and their grid
interconnection, and satisfy certain other expenses related to commissioning
these Gamesa wind turbines.  The Company also has retained a leading
wind turbine maintenance company to commission the turbines, which is expected
to be completed during the spring of 2009.  When commissioning of
these MCWE 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.




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 Northern
Alternative Energy Inc., which had developed them and retained a developer’s
stake upon their completion.  These purchases of the developer’s
stakes consisted of  two transactions, the first being the developer’s
stake in the two wind farms of Shaokatan Hills LLC and Lakota Ridge LLC, and the
second transaction including the developer’s stake in 16 small wind farms
collectively known as CHI Energy wind farms. All Buffalo Ridge wind farm
interests owned by the Company are located in Lincoln County, which adjoins
South Dakota.




Shaokatan Hills/Lakota Ridge
—The Shaokatan Hills wind farm has 18 modem 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. For the past several years, the 33 wind
turbines on Shaokatan Hills/Lakota Ridge have 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. For the past
several years, these Chi Energy wind farms have 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 in the developer’s stake in these Buffalo Ridge wind farms
only amount 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.




15


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 are continuing in 2008
and will continue for many future years. There is currently at least 17,000
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.




The
American Wind Energy Association (AWEA) has projected that the cumulative
installed wind power capacity in the USA will exceed 25,000 megawatts by 2010.
One megawatt of 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 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 Minneapolis/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 $.02 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.




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 December 31, 2008 and 2007




Revenues— Revenues for the
three-month period ended December 31, 2008 were $23,584 compared to no revenues
for the comparable 2007 period.  The 2008 revenues were from occupants
renting lodging rooms at our Midwest Center for Wind Energy.




We also
received interest income of $19,625 for the three months ended December 31, 2008
related to the sale/leaseback of the Midwest Center for Wind Energy and related
land.









16


Selling, general and
administrative – These expenses include administrative, consulting,
management and professional services and fees, which increased substantially
from $114,690 for the three months ended December 31, 2007 to $286,464 for the
comparable three-month period of 2008.  These increased expenses in
the three-month period ended December 31, 2008 were due primarily to increased
management, consulting and professional expenses and fees related to the costs
of acquiring and maintaining substantial wind energy assets from Boreal Energy
Inc.




Net (loss) - Net loss for the
three months ended December 31, 2008 was $(259,752) compared to a net loss of
$(114,690) for the comparable three-month period of 2007.  The
substantially larger net loss in the three-month period ended December 31, 2008
was due primarily to the increased expenses and fees referred to in the
preceding paragraph.




Comparison
of Six-Month Periods Ended December 31, 2008 and 2007




Revenues –Revenues for the
six-month period ended December 31, 2008 were $44,322 compared to no revenues
for the comparable six-month period of 2007.  The 2008 revenues were
from occupants renting lodging rooms at our Midwest Center for Wind
Energy.




We also
received interest income of $19,625 for the six months ended December 31, 2008
related to the Midwest Center for Wind Power and its surrounding 160 acres of
land.




Selling, general and
administrative – These expenses include administrative, management
consulting and professional services and fees, which increased substantially to
$505,542 for the six months ended December 31, 2008 from $176,613 for the
comparable six months of 2007.  This increase was due primarily to
significantly increased management, consulting and professional expenses and
fees related to the costs of acquiring and maintaining the substantial wind
power assets acquired in the Boreal Energy asset purchase.




Net (loss) - Net loss for the
six months ended December 31, 2008 was $(480,728) compared to a net loss of
$(176,613) for the comparable six-month period of 2007.  The
substantially larger net loss for the 2008 six-month period was due primarily to
the increased expenses and fees referred to in the preceding
paragraph.




Cash
Flow Information




Operating activities - Net
cash consumed by operations during the six-month period ended December 31, 2008
was $541,695 and consisted of a net loss of $(480,728) offset by depreciation of
$20,130 and stock-based compensation of $33,000.




Investing activities- Net
cash provided by investing activities during the six-month period ended December
31, 2008 was $285,195 and consisted of investments of $1,105,830 in or advances
to wind  power projects owned or being acquired by the Company offset
with $1,380,650 funding obtained from the sale/leaseback of the Midwest Center
for Wind Energy.




Financing activities - Net
cash provided by financing activities during the six-month period ended December
31, 2008 was $233,700 and consisted of $248,700 of proceeds from sales of our
common stock in private placement transactions offset with payments of $15,000
towards debt.




Plan
of Operation and Liquidity




As a
result of the preceding described cash flows for the six-month period ended
December 31, 2008, our cash position decreased by the amount of $22,800 during
this six-month period from $97,459 at July l, 2008 to $74,659 at December 31,
2008.




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 significant 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.









17


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
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 the Chief Executive Officer
and Chief 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 Chief Executive
Officer and Chief 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.









Wind
      Energy America, Inc.Date:
            February
      20, 2009
            
            By:Robert
      O. Knutson, Managing Director