FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements deal with our current plans, intentions, beliefs and expectations and are statements of future economic performance. Statements containing terms like "believes", "does not believe", "plans", "expects", "intends", "estimates", "anticipates", and other phrases of similar meaning are considered to imply uncertainty and are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from what is currently anticipated. We make cautionary statements throughout this quarterly report and the documents we have incorporated by reference, including those stated under the heading "Risk Factors". You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this quarterly report, the materials referred to in this quarterly report, and the materials incorporated by reference into this quarterly report.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us" and "our" mean Americas Wind Energy Corporation, unless otherwise indicated and our wholly owned subsidiaries, 6544797 Canada Ltd., a Canadian corporation, and Americas Wind Energy Inc., an Ontario corporation.

Corporate History

We were incorporated pursuant to the laws of the State of Nevada on August 22, 2003.

On June 4, 2005, we effected a six for one forward stock split of the issued shares of common stock in the capital of our company.

On October 14, 2005, we effected a 3.195 for one forward stock split of the issued shares of common stock in the capital of our company.

On April 4, 2006, our board of directors approved an amendment to our Articles of Incorporation to create 30,000,000 Class A Special Voting Shares in the capital of our company. Subsequent to our board of directors' approval of the amendment to our Articles of Incorporation, on April 5, 2006 the holders of a majority of the outstanding common shares of our company consented in writing to the amendment to our Articles of Incorporation. The amendment to our Articles of Incorporation was effected with the Nevada Secretary of State on June 19, 2006. As a result, our authorized capital consists of 100,000,000 shares of

On August 28, 2006, our board of directors approved an amendment to our Articles of Incorporation to change our name from "Northwest Passage Ventures, Ltd." to "Americas Wind Energy Corporation". Also on August 28, 2006, the holders of a majority of the outstanding common shares of our company consented in writing to the amendment to our Articles of Incorporation. The amendment to our Articles of Incorporation was effected with the Nevada Secretary of State on October 16, 2006.

Plan of Operation

Overview

We are engaged in the business of manufacturing, marketing and licensing medium sized wind turbines to wind farm developers in North America. We hold an exclusive license from Emergya Wind Technologies B.V., for the technology and product lines in the medium sized wind turbine class developed by Lagerwey Windturbine B.V. of the Netherlands for North America. We plan to distribute our products and licenses to small wind farms, developers of small wind farms, wind power co-ops, industrial users and governmental organizations.

On August 11, 2006, we completed a share exchange agreement with Americas Wind Energy Inc. As a result of the share exchange agreement, we abandoned our previous marine adventure tours business and commenced the business of manufacturing, marketing and licensing wind turbines. Because we are the successor business to Americas Wind Energy Inc. and because the operations and assets of Americas Wind Energy Inc. represents our entire business and operations from the closing date of the share exchange agreement, our management's discussion and analysis and plan of operations are based on Americas Wind Energy Inc.'s financial results for the relevant periods.

Financial Condition, Liquidity and Capital Resources

Our principal capital resource has been the sale of common stock, although we have in the past and may in the future use shareholder loans, advances from related parties, or borrowing to meet future needs.

At October 31, 2007, we had $719,136 in cash and a working capital deficiency of $403,109, compared to $260,065 in cash and a working capital deficiency of $1,810,309 at October 31, 2006.

At October 31, 2007, our total current assets were $3,724,360 compared to total current assets of $436,829 at October 31, 2006.

At October 31, 2007, our total current liabilities were $1,643,266 compared to total current liabilities of $2,247,138 at October 31, 2006.

Cash Requirements

Over the next 12 months we intend to continue to manufacture and distribute our products to small wind farms, developers of small wind farms, wind power co-ops, industrial users and governmental organizations. We anticipate that we will incur the following operating expenses during this period:

Estimated Funding Required During the Next 12 Months

            Expense                                            Amount

                     Professional fees                        $50,000
                     Other general administrative expenses   $850,000
                     License Fees                             $87,750
                     Royalty Fees                            $108,000
            Total                                          $1,095,750

We believe that we will require additional funds to implement our growth strategy. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

As of the closing date of the share exchange agreement on August 11, 2006, our company commenced the business of distributing wind power turbines to wind farm developers throughout North America. Our business strategy is to generate revenues through the sale of medium sized wind turbines.

Results of Operations for the three months ended October 31, 2007 and October 31, 2006

Revenues

During the three months ended October 31, 2007 and October 31, 2006, we did not generate any revenue.

General and Administrative and Depreciation Expenses

During the three months ended October 31, 2007, we incurred general and administrative expenses and depreciation expenses of $45,791, compared to general and administrative expenses and depreciation expenses of $275,050 for the three months ended October 31, 2006. The decrease in these expenses was primarily attributable to additional consulting and professional fees required in 2006.

Interest Expenses

During the three months ended October 31, 2007, we incurred interest expenses of $8,294, compared to interest expenses of $40,113 for the three months ended October 31, 2006.

Net Income/Loss

Our net loss for the three months ended October 31, 2007 was $60,175, compared to net loss of $320,884 for the three months ended October 31, 2006.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Our ability to generate revenues in the future is dependent on whether we successfully manufacture and market our products. We will need to form and maintain relationships with suppliers and secure sales contracts with wind farm developers and other customers. We cannot predict when or whether this may happen and this causes uncertainty with respect to the growth of our company and our ability to generate revenues.

Employees

As of December 14, 2007, we had three employees consisting of Harold Dickout, our chief executive officer, president and chairman, Frank Pickersgill, our secretary and John Colmar. We plan to hire additional employees when circumstances warrant.

Going Concern

Our consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We experienced recurring losses from operations that raise substantial doubt as to our ability to continue as a going concern. As of October 31, 2007, we had a working capital deficiency of $403,109 and an accumulated deficit during the development stage of $427,885.

Our ability to continue as a going concern is contingent upon our ability to secure debt and equity financing, and attain profitable operations.

Our continuance as a going concern is dependent on the success of the efforts of our directors and principal shareholders in providing financial support in the short term, the success of our company in raising additional long-term equity or debt financing either from our own resources or from third parties, the commercialization of one or more of our research projects and our company achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and difference from the carrying amounts reported in these financial statements could be material.

Our consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of our company to continue as a going concern.

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 (revised 2007), "Business Combinations" ("SFAS 141(R)"). This Statement replaces SFAS No. 141, "Business Combinations" and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements" ("SFAS 160"). SFAS 160 amends Accounting Research Bulletin 51, "Consolidated Financial Statements", to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 141(R) could have on its financial statements.

Application of Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America for financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Basis of Presentation

The consolidated financial statements include the accounts of Americas Wind Energy Corporation, and 6544797 Canada Ltd. and its wholly owned subsidiary, Americas Wind Energy Inc. All significant intercompany balances and transactions are eliminated on consolidation.

Equipment is recorded at cost. Depreciation, based on the estimated useful lives of the assets, is provided as follows:

Computer equipment 30% Declining balance Computer software 100% Declining balance Manufacturing equipment 20% Declining balance

Investments

For investments in which our company owns less than 20% of the voting shares and does not have significant influence, the cost method of accounting is used. Under the cost method of accounting, we do not record our share in the earnings and losses of the company in which we have investments.

Intangible Asset

Intangible asset represents an acquired license right. We have determined that the asset meets the indefinite life criteria outlined in Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Accordingly, we do not amortize this intangible asset, but instead we review this asset at least annually for impairment. If the carrying amount of this intangible asset exceeds the fair value, an impairment loss would be recorded in an amount equal to that excess. Additionally, each reporting period, we assess whether events or circumstances have occurred which indicate that the indefinite life criteria are no longer met. If the indefinite life criteria are no longer met, we will amortize the intangible asset over its remaining useful life.

Deferred Offering Costs

Direct incremental costs associated with the offering are deferred until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Impairment of Long lived Assets

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets", long lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. We evaluate at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, We use future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. Management believes that no impairment existed at October 31, 2007.

Revenue Recognition

We recognize revenues from the sale of wind turbines on a completed contract basis, which approximates the percentage-of-completion method. After the delivery of components and spares on customer's sites, it takes about two months to install and commission the wind turbines under an average contract. Under the

The amount of any excess accumulated costs over related billings will be described as "Costs of uncompleted contracts in excess of related billings" and will be a current asset. The amount of any excess accumulated billings over related costs will be described as "Billings on uncompleted contracts in excess of related costs" and will be a current liability.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses consist primarily of consulting fees and materials.

Costs incurred in obtaining license rights to technology in the research and development stage, and that have no alternative future uses are expensed as incurred.

Certain research and development costs incurred for the year ended July 31, 2005 were included in the cost of sales category in the accompanying consolidated statement of operations and comprehensive loss for the period from July 29, 2002 (date of inception) through to October 31, 2007 since we were unable to separate the actual cost of sales from the research and development component.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Foreign Currency Translation

Our functional currency is the Canadian dollar. In accordance with the provision of SFAS No. 52, "Foreign Currency Translation", we translate our balance sheet into U.S. dollars at the prevailing rate at the balance sheet date and translate our revenues, costs and expenses at the average rates prevailing during each reporting period. Net gains or losses resulting from the translation of financial statements are accumulated and charged directly to accumulated comprehensive income or loss, a component of stockholders' equity or deficit. Gains or losses resulting from foreign currency transactions are included in earnings.

Comprehensive Income or Loss

We apply the provisions of SFAS No. 130 "Reporting Comprehensive Income." Unrealized gains and losses from foreign exchange translation are reported as comprehensive income (loss).

Earnings or Loss Per Share

We account for earnings or loss per share pursuant to SFAS No. 128, "Earnings per Share", which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic

Financial Instruments

Unless otherwise noted, it is management's opinion that we are not exposed to significant interest, currency or credit risk arising from the financial instruments. The fair value of the financial instruments approximates their carrying value, unless otherwise noted.

Foreign Currency Risk

We are exposed for foreign currency risk because we purchase certain components and spares used in the wind turbines in euros, while the contract revenues are denominated either in U.S. dollars or Canadian dollars.

Use of Estimates

The preparation of consolidated 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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on management's best knowledge of current events and actions we may undertake in the future. Actual results may ultimately differ from those estimates. These estimates are reviewed on an ongoing basis and as adjustments become necessary, they are reported in earnings in the period in which they become known.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Risks Related To Our Business

We have had accumulated negative cash flows from operations since inception. We will require additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

º support our planned growth and carry out our business plan;

º continue in our research and development programs;

º address competing technological and market developments;

º establish additional collaborative relationships; and

º market and develop our products and licenses.

We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

We have a history of losses and nominal operating results, which raise substantial doubt about our ability to continue as a going concern.

Since inception through October 31, 2007, we have incurred aggregate net losses of $1,478,091 from operations. We can offer no assurance that we will operate . . .