UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-Q





(Mark
One)





x           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended March 31, 2009





o           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _______________ to _______________.








Commission
file number:  000-52277





W2
Energy, Inc.


(Exact
name of registrant as specified in its charter)








Nevada
                    
                    20-1740321(State
      or other jurisdiction ofincorporation
      or organization)
                    
                    (I.R.S.
      EmployerIdentification
      No.)  18
      Airpark Place
                          Guelph,
      Ontario  N1L 1B2(Address,
      including zip code, of principal executive offices)(519)
      341-3185(Registrant’s
      telephone number, including area code)(Former
      name, former address and former fiscal year, if changed since last
      report.)








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





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o     No
x.





1


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




Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x(Do not check
      if a smaller reporting company)







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.





Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years:





Indicate by check mark whether the
registrant filed all documents and reports required to be filed by Sections 12,
13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.   Yes o No o





Applicable
only to corporate issuers:





Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date.  As of May 13, 2009, there were 84,582,975
shares of common stock, par value $0.001, issued and outstanding.











2


W2
Energy, Inc.





TABLE OF
CONTENTS
   PART
      IITEM
      1
                    FINANCIAL
      STATEMENTS
                    4ITEM
      2
                    MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                    10ITEM
      3
                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                    14ITEM
      4T
                    CONTROLS
      AND PROCEDURES
                    14PART
      IIITEM
      1
                    LEGAL
      PROCEEDINGS
                    17ITEM
      1A
                    RISK
      FACTORS
                    17ITEM
      2
                    UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                    17ITEM
      3
                    DEFAULTS
      UPON SENIOR SECURITIES
                    17ITEM
      4
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                    17ITEM
      5
                    OTHER
      INFORMATION
                    18ITEM
      6
                    EXHIBITS
                    18SIGNATURES
                    19


3


PART
I – FINANCIAL INFORMATION





This
Quarterly Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the “Exchange Act”).  These
statements are based on management’s beliefs and assumptions, and on information
currently available to management.  Forward-looking statements include
the information concerning possible or assumed future results of operations
of the Company set forth under the heading “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” Forward-looking statements
also include statements in which words such as “expect,”
“anticipate,”  “intend,” “plan,” “believe,” “estimate,” “consider” or
similar expressions are used.





Forward-looking
statements are not guarantees of future performance.  They involve
risks, uncertainties and assumptions.  The Company’s future results
and shareholder values may differ materially from those expressed in these
forward-looking statements.  Readers are cautioned not to put undue
reliance on any forward-looking statements.





ITEM
1                      Financial
Statements




INDEX
  Condensed
      Consolidated Balance Sheet as of March 31, 2009 (Unaudited) and
      December 31, 2008
                5Condensed
      Consolidated Statements of Operation for the Three Months Ended
      March 31, 2009 and 2008 (Unaudited), and for the Period from the
      Inception of the Development Stage on October 1, 1992 through March
      31, 2009 (Unaudited)
                6Condensed
      Consolidated Statements of Cash Flows for the Three Months
      Ended March 31, 2009 and 2008 (Unaudited), and for the Period
      from the Inception of the Development Stage on October 1, 1992 through
      March 31, 2009 (Unaudited)
                7Notes
      to the Condensed Consolidated Financial Statements as of March
      31, 2009 and December 31, 2008
                8





4







W2
      ENERGY, INC.(A
      Development Stage Company)Condensed
      Consolidated Balance SheetsASSETSMarch
      31,
                                              
                                              December
      31,2009
                                              
                                              2008(unaudited)CURRENT
      ASSETSCash
                                              
                                              $
                                              206
                                              
                                              
                                              $
                                              28Prepaid
      expenses
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Current Assets
                                              
                                              
                                              206
                                              
                                              
                                              
                                              28PROPERTY
      AND EQUIPMENT, net
                                              
                                              
                                              508,003
                                              
                                              
                                              
                                              13,867TOTAL
      ASSETS
                                              
                                              $
                                              508,209
                                              
                                              
                                              $
                                              13,895LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                              
                                              $
                                              152,440
                                              
                                              
                                              $
                                              137,891Convertible
      debentures
                                              
                                              
                                              50,000
                                              
                                              
                                              
                                              -Notes
      payable
                                              
                                              
                                              512,556
                                              
                                              
                                              
                                              137,556Total
      Current Liabilities
                                              
                                              
                                              714,996
                                              
                                              
                                              
                                              275,447LONG
      TERM DEBTNotes
      payable
                                              
                                              
                                              383,426
                                              
                                              
                                              
                                              383,426TOTAL
      LIABILITIES
                                              
                                              
                                              1,098,422
                                              
                                              
                                              
                                              658,873STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, $0.001 par value; 250,000,000 shares authorized;58,377,426
      shares issued and outstanding
                                              
                                              
                                              58,378
                                              
                                              
                                              
                                              58,378Common
      stock, $0.001par value; 250,000,000 shares authorized;84,582,972
      and 62,082,972 shares issued and outstanding,respectively
                                              
                                              
                                              84,583
                                              
                                              
                                              
                                              62,083Stock
      subscription payable
                                              
                                              
                                              54,843
                                              
                                              
                                              
                                              54,843Additional
      paid-in capital
                                              
                                              
                                              18,473,070
                                              
                                              
                                              
                                              18,421,516Deficit
      accumulated during the development stage
                                              
                                              
                                              (19,261,087
                                              )
                                              
                                              
                                              (19,241,798
                                              )Total
      Stockholders' Equity (Deficit)
                                              
                                              
                                              (590,213
                                              )
                                              
                                              
                                              (644,978
                                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                              
                                              $
                                              508,209
                                              
                                              
                                              $
                                              13,895The
      accompanying notes are an integral part of these financial
      statements.








5




W2
      ENERGY, INC.(A
      Development Stage Company)Condensed
      Consolidated Statements of Operations(Unaudited)From
      Inception ofthe
      DevelopmentFor
      the Three Months
                                                                                
                                                                                
                                                                                Stage
      on OctoberEnded
                                                                                
                                                                                
                                                                                1,
      1992 ThroughMarch
      31,
                                                                                
                                                                                
                                                                                March
      31,2009
                                                                                
                                                                                
                                                                                2008
                                                                                
                                                                                
                                                                                2009REVENUES
                                                                                
                                                                                $
                                                                                100,000
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                100,000COST
      OF GOODS SOLD
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -GROSS
      PROFIT
                                                                                
                                                                                
                                                                                100,000
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                100,000OPERATING
      EXPENSESResearch
      and development
                                                                                
                                                                                
                                                                                15,000
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                203,727General
      and administrative
                                                                                
                                                                                
                                                                                44,412
                                                                                
                                                                                
                                                                                
                                                                                57,599
                                                                                
                                                                                
                                                                                
                                                                                16,028,370Consultation
      fees
                                                                                
                                                                                
                                                                                53,954
                                                                                
                                                                                
                                                                                
                                                                                149,032
                                                                                
                                                                                
                                                                                
                                                                                1,733,302Total
      Expenses
                                                                                
                                                                                
                                                                                113,366
                                                                                
                                                                                
                                                                                
                                                                                206,631
                                                                                
                                                                                
                                                                                
                                                                                17,965,399LOSS
      FROM OPERATIONS
                                                                                
                                                                                
                                                                                (13,366
                                                                                )
                                                                                
                                                                                
                                                                                (206,631
                                                                                )
                                                                                
                                                                                
                                                                                (17,865,399
                                                                                )OTHER
      INCOME (EXPENSES)Interest
      expense
                                                                                
                                                                                
                                                                                (5,923
                                                                                )
                                                                                
                                                                                
                                                                                (34,389
                                                                                )
                                                                                
                                                                                
                                                                                (247,886
                                                                                )Interest
      income
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                1,748Total
      Other Income (Expenses)
                                                                                
                                                                                
                                                                                (5,923
                                                                                )
                                                                                
                                                                                
                                                                                (34,389
                                                                                )
                                                                                
                                                                                
                                                                                (246,138
                                                                                )DISCONTINUED
      OPERATIONS
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (1,149,550
                                                                                )PROVISION
      FOR INCOME TAXES
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -NET
      LOSS
                                                                                
                                                                                $
                                                                                (19,289
                                                                                )
                                                                                
                                                                                $
                                                                                (241,020
                                                                                )
                                                                                
                                                                                $
                                                                                (19,261,087
                                                                                )BASIC
      LOSS PER SHARE
                                                                                
                                                                                $
                                                                                (0.00
                                                                                )
                                                                                
                                                                                $
                                                                                (0.03
                                                                                )BASIC
      WEIGHTED AVERAGE NUMBER OFSHARES
      OUTSTANDING
                                                                                
                                                                                
                                                                                73,333,473
                                                                                
                                                                                
                                                                                
                                                                                7,206,172The
      accompanying notes are an integral part of these financial
      statements.


6




W2
      ENERGY, INC.(A
      Development Stage Company)Condensed
      Consolidated Statements of Cash Flows(Unaudited)From
      Inception ofthe
      DevelopmentFor
      the Three Months
                                                                          
                                                                          
                                                                          Stage
      on OctoberEnded
                                                                          
                                                                          
                                                                          1,
      1992 ThroughMarch 31,
                                                                          
                                                                          
                                                                          March
      31,2009
                                                                          
                                                                          
                                                                          2008
                                                                          
                                                                          
                                                                          2009OPERATING
      ACTIVITIESNet
      loss
                                                                          
                                                                          $
                                                                          (19,289
                                                                          )
                                                                          
                                                                          $
                                                                          (241,020
                                                                          )
                                                                          
                                                                          $
                                                                          (19,261,087
                                                                          )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Depreciation
      and amortization
                                                                          
                                                                          
                                                                          864
                                                                          
                                                                          
                                                                          
                                                                          147
                                                                          
                                                                          
                                                                          
                                                                          4,176Common
      stock issued for services
                                                                          
                                                                          
                                                                          48,450
                                                                          
                                                                          
                                                                          
                                                                          140,000
                                                                          
                                                                          
                                                                          
                                                                          6,194,861Debt
      issuance costs
                                                                          
                                                                          
                                                                          604
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          604Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid expenses
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          2,961
                                                                          
                                                                          
                                                                          
                                                                          -Increase
      (decrease) in accounts payable andand
      accrued expenses
                                                                          
                                                                          
                                                                          14,549
                                                                          
                                                                          
                                                                          
                                                                          52,389
                                                                          
                                                                          
                                                                          
                                                                          (277,142
                                                                          )Net
      Cash Used by Operating Activities
                                                                          
                                                                          
                                                                          45,178
                                                                          
                                                                          
                                                                          
                                                                          (45,523
                                                                          )
                                                                          
                                                                          
                                                                          (13,338,588
                                                                          )INVESTING
      ACTIVITIESPurchase
      of equipment
                                                                          
                                                                          
                                                                          (70,000
                                                                          )
                                                                          
                                                                          
                                                                          (890
                                                                          )
                                                                          
                                                                          
                                                                          (87,174
                                                                          )Net
      Cash Used by Investing Activities
                                                                          
                                                                          
                                                                          (70,000
                                                                          )
                                                                          
                                                                          
                                                                          (890
                                                                          )
                                                                          
                                                                          
                                                                          (87,174
                                                                          )FINANCING
      ACTIVITIESStock
      offering costs paid
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (50,650
                                                                          )Change
      in notes payable
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (31,610
                                                                          )
                                                                          
                                                                          
                                                                          (136,604
                                                                          )Common
      stock issued for cashand
      subscriptions receivable
                                                                          
                                                                          
                                                                          25,000
                                                                          
                                                                          
                                                                          
                                                                          79,843
                                                                          
                                                                          
                                                                          
                                                                          13,613,222Net
      Cash Provided by Financing Activities
                                                                          
                                                                          
                                                                          25,000
                                                                          
                                                                          
                                                                          
                                                                          48,233
                                                                          
                                                                          
                                                                          
                                                                          13,425,968NET
      INCREASE (DECREASE) IN CASH
                                                                          
                                                                          
                                                                          178
                                                                          
                                                                          
                                                                          
                                                                          1,820
                                                                          
                                                                          
                                                                          
                                                                          206CASH
      AT BEGINNING OF PERIOD
                                                                          
                                                                          
                                                                          28
                                                                          
                                                                          
                                                                          
                                                                          29
                                                                          
                                                                          
                                                                          
                                                                          -CASH
      AT END OF PERIOD
                                                                          
                                                                          $
                                                                          206
                                                                          
                                                                          
                                                                          $
                                                                          1,849
                                                                          
                                                                          
                                                                          $
                                                                          206SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCommon
      stock issued for services
                                                                          
                                                                          $
                                                                          48,450
                                                                          
                                                                          
                                                                          $
                                                                          140,000
                                                                          
                                                                          
                                                                          $
                                                                          6,194,861Debt
      paid with common stock
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          218,747The
      accompanying notes are an integral part of these financial
      statements.










7
 W2
ENERGY, INC.
 Notes to
the Condensed Consolidated Financial
Statements
 March 31,
2009 and December 31, 2008











NOTE 1
-                CONDENSED
FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at March 31, 2009, and for all
periods presented herein, have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s December
31, 2008 audited financial statements.  The results of operations for
the periods ended March 31, 2009 and 2008 are not necessarily indicative of the
operating results for the full years.





NOTE 2
-                GOING
CONCERN





The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business.  However, the Company does not have
significant cash or other current assets, nor does it have an established source
of revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  The Company has applied for funding to construct
a 10,000 bbd plant which upon its completion is expected to provide sufficient
revenues to allow it to continue as a going concern. In the interim the Company
expects to raise operating capital through the private placement of its common
stock.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations.  The accompanying
financial statements do not include any adjustments that may be necessary if the
Company is unable to continue as a going concern.





NOTE 3
-                SIGNIFICANT
EVENTS





Equity
Activity





During
the three months ended March 31, 2009, the Company issued 16,500,000 shares of
common stock to various unrelated entities as payment for services
rendered.  These shares were issued at prices ranging from $0.0014 to
$0.01025 per share, for a total of $48,450.  The Company also issued
an additional 6,000,000 shares of common stock for cash, at prices from $0.00375
to $0.005 per share, for total cash proceeds of $25,000.





License Agreement with Alpha
Renewable Energy, LLC





On
January 19, 2009, the Company entered into a License Agreement for the country
of India, effective December 30, 2008, with Alpha Renewable Energy, LLC
(“Alpha”).  Under the terms of the Agreement, the Company agrees to
license certain proprietary technology, equipment and expertise to be used in
the creation of synthetic diesel and electricity from biomass in the country of
India.  The Agreement term is ten years.  As consideration
under the Agreement, Alpha agreed to pay $500,000 to the Company, with $100,000
payable upon execution of the agreement, and the remaining $400,000 payable upon
the satisfaction of certain benchmarks in production.  The Company
received the first $100,000 under the terms of the Agreement in February,
2009.





8
 W2
ENERGY, INC.
 Notes to
the Condensed ConsolidatedFinancial Statements
 March 31,
2009 and December 31, 2008




NOTE 3
-                SIGNIFICANT
EVENTS (Continued)





Asset Purchase from Blue
Vista Technologies, Inc.





On
January 19, 2009, the Company entered into an Asset Purchase and License
Agreement with Blue Vista Technologies, Inc, whereby the Company purchased a
mobile plasma waste treatment facility for $50,000, in the form of a convertible
debenture.  The convertible debenture has a term of two years, bears
interest at a rate of 12.0% per annum, and has an exercise price of $0.05 per
share.  The Company recognized an expense of $604 relating to the
conversion feature of this convertible debenture.





Asset Purchase from
Kinectrics, Inc.





On
February 2, 2009, the Company entered into an Agreement of Purchase and Sale
with Kinectrics, Inc., whereby the Company purchased a DC-powered graphite
electrode plasma furnace and internal combustion engine generator for the sum of
$375,000.  The amount is payable in cash installments, with the final
payment due to be made in January, 2010.  The Company has recorded a
liability in the amount of $375,000 relating to this purchase.








































9


ITEM
      2
            Managements
      Discussion and Analysis of Financial Condition and Results of
      Operations.





Our
Management’s Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934).  Forward-looking statements are, by
their very nature, uncertain and risky.  These risks and uncertainties
include international, national and local general economic and market
conditions; demographic changes; our ability to sustain, manage, or forecast
growth; our ability to successfully make and integrate acquisitions; existing
government regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; fluctuations and difficulty in
forecasting operating results; changes in business strategy or development
plans; business  disruptions; the ability to attract and retain
qualified personnel; the ability to protect technology; and other risks that
might be detailed from time to time in our filings with the Securities and
Exchange Commission.





Although
the forward-looking statements in this Quarterly Report reflect the good faith
judgment of our management, such statements can only be based on facts and
factors currently known by them.  Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements.  You are urged
to carefully review and consider the various disclosures made by us in this
report and in our other reports as we attempt to advise interested parties of
the risks and factors that may affect our business, financial condition, and
results of operations and prospects.





Overview





We have six technologies that we
anticipate will be deployed in a variety of uses around the
world.  These technologies are:





·
            plasma-assisted-biomass-to-energy
      plants;


·
            mass-to-energy
      plants;


·
            mass-to-energy
      technologies;


·
            solar
      technologies;


·
            hydroelectric
      and wind power systems; and


·
            hazardous
      waste destruction technology.





During
the quarter ended March 31, 2009, we generated our first revenues from our
technologies.  Our development plan is to enter into joint venture
relationships and strategic partnerships with third parties to help develop
these technologies because they are very capital intensive.  To date,
we have been successful in entering into several relationships that we think
have the potential to generate more revenue in the near future.  Prior
to this quarter, essentially all of our activities have been focused on
developing these relationships and becoming a reporting issuer under the
Securities Exchange Act of 1934.


10


ITEM
      2
            Managements
      Discussion and Analysis of Financial Condition and Results of Operations -
      continued




Three
Months Ended March 31, 2009 and 2008





Results
of Operations





Our revenues, operating expenses,
income (loss) from operations, other income (expenses), and net income (loss)
for each of the quarters ended March 31, 2009, March 31, 2008, and December 31,
2008 are as follows:





Three
      Months Ended
                        March
      31, 2009
                      
                      
                      Three
      Months
                        Ended
                        March
      31, 2008
                      
                      
                      Three
      Months
                        Ended
                        December
      31, 2008Revenues
                      
                      $
                      100,000
                      
                      
                      $
                      -
                      
                      
                      $
                      -Operating
      expenses:Research
      and development
                      
                      
                      15,000
                      
                      
                      
                      -
                      
                      
                      
                      -General
      and administrative
                      
                      
                      44,412
                      
                      
                      
                      57,599
                      
                      
                      
                      75,566Consultation
      fees
                      
                      
                      53,954
                      
                      
                      
                      149,032
                      
                      
                      
                      92,838Income
      (loss) from operations
                      
                      
                      (13,366
                      )
                      
                      
                      (206,631
                      )
                      
                      
                      (168,404
                      )Other
      income (expenses)
                      
                      
                      (5,923
                      )
                      
                      
                      (34,389
                      )
                      
                      
                      (12,086
                      )Net
      income (loss)
                      
                      $
                      (19,289
                      )
                      
                      $
                      (241,020
                      )
                      
                      $
                      (180,490
                      )





Revenue





Our revenue for the three months ended
March 31, 2009 was $100,000.  This represents the first revenue we
have generated since inception, and was earned and received as part of a license
agreement for our technology.  Although we may earn additional revenue
under the same license agreement, we must achieve certain milestones
first.  As a result, we are still a development stage company and our
independent auditors have expressed doubt about our ability to continue as a
going concern.





Research and
development





We spent $15,000 on research and
development for the three months ended March 31, 2009, compared to zero for the
three months ended March 31, 2008 and the December 31, 2008,
respectively.  The research and development expense related to our
catalyst project.





General and administrative
expenses





We
incurred general and administrative expenses of $44,412 for the three months
ended March 31, 2009, compared to $57,599 and $75,566 for the three months ended
March 31, 2008 and December 31, 2008, respectively.  Our general and
administrative expenses for all periods consisted primarily of legal and
accounting fees.





Consulting
fees





We incurred $53,954 in consulting fees
for the three months ended March 31, 2009, compared to $149,032 and $92,838 for
the three months ended March 31, 2008 and December 31, 2008,
respectively.  Most of these consulting fees were paid for with
issuances of common stock and related to professional services and various other
business development services.   The consulting fees were
significantly lower in the three months ended March 31, 2009 because of the
Company’s lower stock price and the decrease in our utilization of consulting
services during the period.


11




ITEM
      2
            Managements
      Discussion and Analysis of Financial Condition and Results of Operations -
      continued





Other Income
(Expenses)





Our total
other expenses were ($5,923) for the three months ended March 31, 2009, which
consisted entirely of interest expense, compared to $(34,389) and $(12,086) for
the three months ended March 31, 2008 and December 31, 2008, respectively, which
again consisted entirely of interest expense.





Net Income
(Loss)





We had a
net loss of $(19,289) for the three months ended March 31, 2009, compared to
$(241,020) and $(180,490) for the three months ended March 31, 2008 and December
31, 2008, respectively.  The decrease in net loss for the three months
ended March 31, 2009 was primarily a result of our first revenues, coupled with
the decreased consulting fees paid in stock as described above.





Liquidity
and Capital Resources





Introduction





As of
March 31, 2009, we had total current assets of $206 and total current
liabilities of $714,996.  During the period from October 1, 1992
(inception) through March 31, 2009, we incurred a net loss of
$19,261,087.





Our
ability to continue as a going concern on a long-term basis is dependent upon
our ability to generate sufficient cash flows from operations to meet our
obligations on a timely basis, to obtain additional financing, and ultimately
attain profitability.





Although
we have been successful in the past in raising capital, no assurance can be
given that sources of financing will continue to be available and/or that demand
for our equity/debt instruments will be sufficient to meet our capital needs, or
that financing will be available on favorable terms.





To the
extent that we raise additional capital through the sale of equity or
convertible debt securities, dilution of the interests of existing shareholders
may occur.  If we raise additional funds through the issuance of debt
securities, these securities may have rights, preferences and privileges senior
to holders of common stock and the terms of such debt could impose restrictions
on our operations.  Regardless of whether our assets prove to be
inadequate to meet our operational needs, we may seek to compensate providers of
services by issuance of stock in lieu of cash, which may also result in dilution
to existing shareholders.


12


ITEM
      2
            Managements
      Discussion and Analysis of Financial Condition and Results of Operations -
      continued




Our cash,
total current assets, total assets, total current liabilities, and total
liabilities as of March 31, 2009 and December 31, 2008 were:





As
      of
                      March
      31,2009
                    
                    
                    As
      of
                      December
      31,2008
                    
                    
                    ChangeCash
      and cash equivalents
                    
                    $
                    206
                    
                    
                    $
                    28
                    
                    
                    $
                    178Total
      current assets
                    
                    
                    206
                    
                    
                    
                    28
                    
                    
                    
                    178Total
      assets
                    
                    
                    508,209
                    
                    
                    
                    13,895
                    
                    
                    
                    494,314Total
      current liabilities
                    
                    
                    714,996
                    
                    
                    
                    275,447
                    
                    
                    
                    439,549Total
      liabilities
                    
                    
                    1,098,422
                    
                    
                    
                    658,873
                    
                    
                    
                    439,549





Our total
assets increased by $494,314 from December 31, 2008 to March 31, 2009 primarily
as a result of equipment purchases during the quarter.  Our current
liabilities and total liabilities increased by $439,549 during the same time
period primarily as a result of these same transactions.





Cash
Requirements





We intend
to use our available funds for working capital purposes.





Sources and Uses of
Cash





Operating
Activities





Our net
cash provided by operating activities was $45,178 for the three months ended
March 31, 2009, compared to $(45,523) for the three months ended March 31,
2008.  Our positive operating cash flows during the three months ended
March 31, 2009 were primarily the result of a net loss from operations of
$19,289, which was offset by (i) the issuance of $48,450 in common stock for
services, and (ii) an increase of $14,549 in accounts payable and accrued
expenses.  Our net cash used in operating activities was $13,313,588
for the period from October 1, 1992 (inception) through March 31,
2009.





Investing
Activites





Our net cash used in investing
activities was $70,000 for the three months ended March 31, 2009, compared to
$890 for the three months ended March 31, 2008.  Our investing
activities for the current period consisted of the purchase of various fixed
assets.  Our net cash used in investing activities for the period from
inception on October 1, 1992 through March 31, 2009 was $87,174.





Financing
Activities





Our net
cash provided by financing activities was $25,000 for the three months ended
March 31, 2009, compared to $48,233 for the three months ended March 31,
2008.  Our net cash provided by financing activities was $13,425,968
for the period from October 1, 1992 (inception) through March 31, 2009, and was
primarily the result of the sale of our common stock.







13


ITEM
      2
            Managements
      Discussion and Analysis of Financial Condition and Results of Operations -
      continued




Critical Accounting
Policies




Our
accounting policies are fully described in Note 2 to our audited consolidated
financial statements.  The following describes the general application
of accounting principles that impact our consolidated financial
statements.





Our
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principals generally
accepted in the United States.  The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.  On an on-going basis, we evaluate
our estimates, including those related to bad debt, inventories, investments,
intangible assets, income taxes, financing operations, and contingencies and
litigation.





We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.  Actual results may
differ from these estimates under different assumptions or
conditions.





Off-balance
Sheet Arrangements





We have
no off-balance sheet arrangements that are reasonably likely to have a current
or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is deemed by our management to be material to
investors.





ITEM
      3
            Quantitative
      and Qualitative Disclosures About Market
Risk





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM
      4T
            Controls
      and Procedures





(a)           Evaluation of Disclosure
Controls and Procedures





We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, as of December 31, 2008, to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Securities Exchange Commission’s rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.  Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that as
of December 31, 2008, our disclosure controls and procedures were not effective
at the reasonable assurance level due to the material weaknesses described
below.







14


ITEM
      4T
            Controls
      and Procedures -
      continued




(b)           Management’s Report on
Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange
Act, as amended, as a process designed by, or under the supervision of, our
principal executive and principal financial officer and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States and includes those policies and
procedures that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect our transactions and any disposition of our
      assets;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect all misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a
timely basis.  Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2008.  In
making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework.  Based on this assessment,
management has identified the  following three material weaknesses
that have caused management to conclude that, as of December 31, 2008, our
disclosure controls and procedures, and our internal control over financial
reporting, were not effective at the reasonable assurance level:





1.           We
do not have written documentation of our internal control policies and
procedures.  Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as
of the year ending December 31, 2008.  Management evaluated the impact
of our failure to have written documentation of our internal controls and
procedures on our assessment of our disclosure controls and procedures and has
concluded that the control deficiency that resulted represented a material
weakness.





2.           We
do not have sufficient segregation of duties within accounting functions, which
is a basic internal control.  Due to our size and nature, segregation
of all conflicting duties may not always be possible and may not be economically
feasible.  However, to the extent possible, the initiation of
transactions, the custody of assets and the recording of transactions should be
performed by separate individuals.  Management evaluated the impact of
our failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.


15


ITEM
      4T
              Controls
      and Procedures -
      continued
  (b)           Management’s Report on
Internal Control Over Financial Reporting -continued





3.           We
had a significant number of audit adjustments this fiscal year.  Audit
adjustments are the result of a failure of the internal controls to prevent or
detect misstatements of accounting information.  The failure could be
due to inadequate design of the internal controls or to a misapplication or
override of controls.  Management evaluated the impact of our
significant number of audit adjustments this year and has concluded that the
control deficiency that resulted represented a material weakness.





To
address these material weaknesses, management performed additional analyses and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented.





(c)           Remediation of Material
Weaknesses





To remediate the material weaknesses in
our disclosure controls and procedures identified above, in addition to working
with our independent registered public accounting firm, we have continued to
refine our internal procedures to begin to implement segregation of duties and
to reduce the number of audit adjustments.





(d)           Changes in Internal Control
over Financial Reporting





Except as noted above, there were no
changes in our internal control over financial reporting, as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
completed fiscal year that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





(e)           Auditor’s Attestation Report
on Internal Control over Financial Reporting





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.





In
accordance with current SEC guidelines, our external auditors are required to
provide their initial attestation in our Annual Report on Form 10-K for the
fiscal year ending December 31, 2009.








16


PART
II – OTHER INFORMATION





ITEM
      1
            Legal
      Proceedings





We are
not currently a party to any pending or threatened legal
proceedings.





In the
ordinary course of business, we may be from time to time involved in various
pending or threatened legal actions.  The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or results
of operations.  However, in the opinion of our management, matters
currently pending or threatened against us are not expected to have a material
adverse effect on our financial position or results of operations.





ITEM
      1A
            Risk
      Factors





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM
      2
            Unregistered
      Sales of Equity Securities and Use of
Proceeds





On January 9, 2009, we issued 2,000,000
shares of our common stock, restricted in accordance with Rule 144, to one
investor in exchange for cash of $10,000.  The issuance was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, and
the investor was sophisticated and familiar with our operations.





On each of January 9, 2009 and January
23, 2009, we issued 4,000,000 shares (for a total of 8,000,000 shares) of our
common stock, restricted in accordance with Rule 144, to Mazuma Corp. in
exchange for services rendered.  The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, and the
shareholder was accredited and familiar with our operations.





On January 21, 2009, January 23, 2009,
February 2, 2009, and March 25, 2009, we issued 2,000,000, 3,500,000, 1,000,000,
and 2,000,000 shares, respectively, of our common stock, restricted in
accordance with Rule 144, to four different shareholders in exchange for
services rendered.  The issuances were exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders
were sophisticated and familiar with our operations.





On
February 6, 2009, we issued 4,000,000 shares of our common stock, restricted in
accordance with Rule 144, to Mazuma Corp in exchange for cash of
$15,000.  The issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, and the investor was sophisticated
and familiar with our operations.





ITEM
      3
            Defaults
      Upon Senior Securities





There
have been no events that are required to be reported under this
Item.





ITEM
      4
            Submission
      of Matters to a Vote of Security
Holders





There
have been no events that are required to be reported under this
Item.


17


ITEM
      5
            Other
      Information





There
have been no events that are required to be reported under this
Item.





ITEM
      6
            Exhibits





Item
      No.
              
              Description3.1
      (1)
              
              Certificate
      of Incorporation of World Wise Technologies, Inc.3.2
      (1)
              
              Amended
      Certificate of Incorporation of World Wise technologies,
    Inc.3.3
      (1)
              
              Amended
      Certificate of Incorporation of W2 Energy, Inc.3.4
      (2)
              
              Certificate
      of Designation of Class A Convertible Preferred Stock filed November 13,
      20073.5
      (1)
              
              Bylaws
      of W2 Energy, Inc.10.1
      (3)
              
              Asset
      Purchase and License Agreement dated Effective as of January 12,
      200910.2
      (4)
              
              Agreement
      of Purchase and Sale dated Effective as of February 2,
  200931.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer31.2
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.1
              
              Chief
      Executive Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
              
              Chief
      Financial Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.




(1)
            Incorporated
      by reference from our Registration Statement on Form 10SB-12G filed with
      the Commission on June 1, 2007.





(2)
            Incorporated
      by reference from our Quarterly Report on Form 10-Q filed with the
      Commission on November 19, 2008.





(3)
            Incorporated
      by reference from our Current Report on Form 8-K filed with the Commission
      on January 22, 2009.





(4)
            Incorporated
      by reference from our Current Report on Form 8-K filed with the Commission
      on February 5, 2009.




















18


SIGNATURES





In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.











W2
      Energy, Inc.Dated:  June
      8, 2009
            
            /s/
      Michael McLarenBy:
            Michael
      McLarenPresident,Chief
      Executive Officer,Chief
      Financial Officer,Principal
      Accounting Officer, & Director







































19