FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future

financial performance. In some cases, you can identify forward-looking statements by terminology such as "may",

"should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the

negative of these terms or other comparable terminology. These statements are only predictions and involve known

and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by these forward-looking statements. 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 unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with

United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction

with our financial statements and the related notes that appear elsewhere in this quarterly report. The following

discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could

differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to

such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All

references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares

in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" refer to Americas Wind Energy

Corporation, and, unless otherwise indicated, our subsidiary, 6544797 Canada Ltd., a Canadian corporation, and its

wholly-owned subsidiary Americas Wind Energy Inc., an Ontario corporation.

General Overview

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

On June 4, 2005, we effected a 6 for 1 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 1 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 common stock with a par value of $0.0001 and

30,000,000 class A special voting stock without par value.

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.

Ontario subsidiary company, Emergya Wind Technologies B.V., a Netherlands company and EWT-Americas Inc., a

Delaware corporation, wherein we agreed to grant to EWT-Americas an exclusive sublicense of all of our rights

under a master license agreement dated April 23, 2004.

We had an exclusive license for the North American territory from EWT B.V., of the Netherlands, for the mid-sized

direct drive wind turbines manufactured by EWT B.V.

We provided a sub-license of these rights to EWT-Americas Inc. a wholly owned subsidiary of Emergya Wind

Technologies Holdings N.V. and an affiliate of EWT B.V.

The major terms of the transaction which closed effective March 5, 2009 were:

• We sub-license to EWT-Americas our existing rights to market in North America.

• EWT- Americas would be the exclusive manufacturer and supplier of EWT wind turbines in North

America.

On March 5, 2009, we completed a sublicense agreement with EWT Americas. The complete agreement is available

on-line as filed with the SEC.

Summary terms of the agreement were:

• The sublicense agreement gave AWE a royalty of 2.5 % of sales revenue and 12.5% of contribution margin

on all sales to companies listed on exhibit A of the agreement over the following 5 years.

• The royalty payments were capped at $28 million.

• EWT Americas took over all AWE projects except two and was completing these two projects for our

company.

• The costs to complete these two projects plus additional monies owed to EWT for materials was being

taken out of our royalty payments at the rate of 25% of each royalty payment until completed.

• We cannot compete with EWT Americas in the wind turbine business.

On February 1, 2010, we received a letter from EWT B.V. claiming that they were
(1) terminating the sublicense

agreement citing alleged violations of representations and warranties in the agreement; (2) alleging that large orders

and opportunities were cancelled due to AWE failures; and (3) alleging amounts owing to EWT of US$2.519

million, were due and payable within 30 days.

Our responses to the allegations were as follows:

• There was no breach of warranty or untrue representation in the sublicense agreement on our part or on the

part of Americas Wind Energy Inc.

• The money allegedly owed to EWT was to be paid from future payments and were not due.

Our company rejected the claims in the letter and we entered into settlement discussions with EWT and EWT-

Americas (together "EWT"). These discussions have resulted in a settlement agreement dated as of April 28, 2010,

which became effective on June 11, 2010.

A summary of the key terms of the settlement agreement is as follows:

• We will be paid a fee with respect to sales by EWT. of 600KW to 1MW wind turbines in the territory

covered  by  the  original  license  agreement  over  the  next  four  years
 subject  to  a  maximum  cap  of

$10,000,000.

settlement payments against the debt amount. Once $2,000,000 has been repaid to EWT, the settlement

payments will be made to our company at 50% of the settlement payment amount until EWT have retained

an aggregate of $4,000,000 in total settlement payments (including the initial $2,000,000). Subsequent to

that, the settlement payments will be paid in full to our company until the earlier of the $10,000,000 being

reached or until the fourth anniversary date of the agreement. If no settlement payments are received under

the agreement, our company will not be committed to repaying the debt.

• The consulting contracts with H. C. Dickout and F. D. Pickersgill were reinstated.

• The settlement agreement is conditioned upon and was not effective unless EWT reaches agreement with

former customers of our company or EWT waives the claim, which condition was satisfied by EWT

waiving the condition effective June 11, 2010.

We are now out of the business of manufacturing and supplying wind turbines and look forward to the fees that may

be generated as a result of the settlement reached.

It is management's intent to search for a merger or acquisition partner who is interested in our public structure, who

can use our tax loss carry-forwards and who values the royalty stream, in order to get best total return for

shareholders.

Our Current Business

We are now a company with no manufacturing and sales operations, but with a projected revenue stream of up to

$10 million until June 2014 from the settlement agreement payments.

To maximize shareholder value, we plan to explore joint venture, merger or acquisition opportunities for our

company. We intend to focus on the field of renewable energy.

Cash Requirements

Over the next 12 months we intend to operate as a business development company. 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

$300,000

Total

$350,000

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.

Purchase of Significant Equipment

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

Trends and Uncertainties

Our revenues are dependent on the success of EWT in selling wind turbines in the North American market.

Prospects look good in the current political environment of support for renewable but results cannot be assured.

Employees

As of April 30, 2012, we had two employees consisting of Harold Dickout, our chief executive officer, president and

chairman, and Frank Pickersgill, our secretary. We plan to hire additional employees when circumstances warrant.

Going Concern

There may be some doubt about our ability to continue as a going concern.

Our company's continuance as a going concern is dependent on its directors and principal stockholders in providing

financial support in the short term and receiving sufficient sublicense payments to discharge our company's

liabilities. In the event that these are not achieved, the assets may not be realized or liabilities discharged at their

carrying amounts, and differences from the carrying amounts reported in these consolidated financial statements

could be material.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or 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 material to stockholders.

Results of Operations

Three and nine months summary ending April 30, 2012 and 2011

Cumulative

from

Inception

Three Months    Three Months    Nine Months

Nine Months

(July 29, 2002)

Ended

Ended

Ended

Ended

through

April 30,

April 30,

April 30,

April 30,

April 30,

2012

2011

2012

2011

2012

Sales

$

Nil $

Nil $

Nil $

Nil $

Nil

Cost of sales

$

Nil $

Nil $

Nil $

Nil $

Nil

Operating expenses

$

101,592 $

93,189 $

303,308 $

314,307 $

3,527,011

Other (expenses) income

$

(46,694) $

(38,434) $

(127,974) $

(102,865) $

108,623

Net income (loss)

$

(148,286) $

(131,623) $

(431,282) $

(417,172) $

(3,418,388)

Our operating expenses for the three and nine month periods ended April 30, 2012 and 2011 are outlined in the table

below:

Cumulative

from

Inception

Three Months

Three Months

Nine Months Nine Months

(July 29, 2002)

Ended

Ended

Ended

Ended

through

April 30,

April 30,

April 30,

April 30,

April 30,

2012

2011

2012

2011

2012

General and administrative

$

101,546 $

93,123 $

303,162 $

314,100 $

3,470,802

Depreciation and amortization

$

46 $

66 $

146 $

207 $

56,210

Foreign exchange (gain) loss

$

(3) $

(20) $

(36)$

(23) $

(32,667)

Other income

$

Nil $

Nil $

Nil $

996 $

84,628

Operating expenses for the three months ended April 30, 2012, increased by 9.0% as compared to the comparative

period in 2011 primarily as a result of increased business activity.

Operating expenses for the nine months ended April 30, 2012, decreased by 3.5% as compared to the comparative

period in 2011 primarily as a result of reduced business activity.

Equity Compensation

We currently do not have any stock option or equity compensation plans or arrangements.

Liquidity and Financial Condition

Working Capital

At

At

April 30,

July 31,

Percentage

2012

2011

Increase/Decrease

Current Assets

$

142,073 $

77,375

83.6%

Current Liabilities

$

2,607,145 $

2,199,369

18.5%

Working Capital

$

(2,465,072) $

(2,121,994)

16.2%

Cash Flows

Nine Months

Nine Months

Ended

Ended

April 30,

April 30,

2012

2011

Net Cash Used in Operating Activities

$

(346,863) $

(363,146)

Net Cash Provided by Financing Activities

$

258,842 $

497,446

Net Cash Used in Investing Activities

$

Nil $

Nil

Effect of Exchange Rate Changes

$

88,021 $

(134,300)

Change In Cash during the Period

$

Nil $

Nil

As of April 30, 2012, our company had working capital deficit of $2,465,072.

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

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 condensed consolidated interim financial statements of our company have been prepared in accordance with

accounting principles generally accepted in the United States of America ("US GAAP") for interim financial

information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes

required by US GAAP for complete financial statements. In the opinion of our company's management, all

adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been

included. Operating results for the nine month period ended April 30, 2012 are not necessarily indicative of the

results that may be expected for the full fiscal year ending July 31, 2012. The condensed consolidated interim

financial statements should be read in conjunction with the audited consolidated financial statements of our

company for the fiscal year ended July 31, 2011.

Item 3. Quantitative Disclosures About Market Risks

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