AMERICAS WIND ENERGY CORP - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - AMERICAS WIND ENERGY CORP	Financial_Report.xls
EX-32.1 - EXHIBIT 32 AMERICAS WIND ENERGY - AMERICAS WIND ENERGY CORP	exhibit321.htm
EX-31.1 - EXHIBIT 31 AMERICAS WIND ENERGY - AMERICAS WIND ENERGY CORP	exhibit311.htm

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

April 30, 2012

[ ]

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

For the transition period from

Commission File Number

000-50861

AMERICAS WIND ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

20-0177856

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

24 Palace Arch Drive, Toronto, Ontario, Canada

M9A 2S1

(Address of principal executive offices)

(Zip Code)

416.233.5670

(Registrant’s telephone number, including area code)

N/A

(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.

[X] YES

[ ] NO

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).

[X] YES

[ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small

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

[ ]

Accelerated filer [ ]

Non-accelerated filer

[ ] (Do not check if a smaller reporting company) Smaller reporting company

[X]

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

[ ] YES

[X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act

after the distribution of securities under a plan confirmed by a court.

[ ] YES

[ ] NO

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.

44,396,202 common shares issued and outstanding as of June 19, 2012.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited consolidated interim financial statements for the three and nine month period ended April 30, 2012

form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance

with United States generally accepted accounting principles.

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

A DEVELOPMENT STAGE COMPANY

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIODS ENDED APRIL 30, 2012 AND 2011

UNAUDITED

(EXPRESSED IN U.S. DOLLARS)

CONTENTS

Condensed Consolidated Interim Balance Sheets

F-1

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

F-2

Condensed Consolidated Interim Statements of Cash Flows

F-3

Notes to Condensed Consolidated Interim Financial Statements

F-4 – F-9

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Condensed Consolidated Interim Balance Sheets

April 30, 2012 and July 31, 2011

(Expressed in U.S. Dollars)

April 30,

July 31,

2012

2011

(Unaudited)

(Audited)

ASSETS

Current Assets

Other receivables

2,488 $

12,747

Prepaid expenses

139,585

64,628

Total Current Assets

142,073

77,375

Equipment, net (note 3)

553

736

Total Assets

142,626 $

78,111

LIABILITIES

Current Liabilities

Bank indebtedness (note 4)

18,813 $

29,412

Accounts payable (note 7)

366,769

171,517

Accrued liabilities (note 7)

86,347

132,625

Due to stockholders (note 5)

1,707,860

1,449,765

Convertible loan payable (note 6)

427,356

416,050

Total Liabilities

2,607,145

2,199,369

Commitments and Contingencies (note 9)

STOCKHOLDERS’ DEFICIT

Capital Stock

Class “A” special voting shares, no par value;

30,000,000 shares authorized, 18,107,692 shares

issued and outstanding, however deemed to be

cancelled

Common stock, $0.0001 par value per share;

100,000 shares authorized; 44,396,202 (July 2011 –

44,396,202) shares issued and outstanding;

18,107,692 (July 2011 – 18,107,692) shares deemed

issue and outstanding

6,250

6,250

Additional Paid-In Capital

2,810,602

2,810,602

Accumulated Other Comprehensive Loss

(297,375)

(385,396)

Accumulated Deficit During the Development Stage

(4,983,996)

(4,552,714)

Total Stockholders’ Deficit

(2,464,519)

(2,121,258)

Total Liabilities and Stockholders’ Deficit

142,626 $

78,111

(The accompanying notes are an integral part of these condensed consolidated interim financial statements.)

- F-1 -

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

For the Nine-Month Periods Ended April 30, 2012 and 2011 and

Cumulative from Inception (July 29, 2002) through April 30, 2012

(Expressed in U.S. Dollars)

Unaudited

Cumulative

Three Months

Three Months

Nine Months

Nine Months from Inception

Ended

Ended

Ended

Ended (July 29, 2002)

April 30,

April 30,

April 30,

April 30,

Through

2012

2011

2012

2011

April 30, 2012

Sales

- $

Cost of Sales

Gross Loss

Expenses

General and administrative (note 7)

101,546

93,123

303,162

314,100

3,470,802

Depreciation and amortization

146

207

56,209

Total Expenses

101,592

93,189

303,308

314,307

3,527,011

Loss from Operations

(101,592)

(93,189)

(303,308)

(314,307)

(3,527,011)

Other Income (Expenses)

Gain on sale of investment in

Emergya Wind Technologies

B.V. Inc.

1,129,247

Other income

996

84,628

Foreign exchange gain

32,667

Interest and financing costs (note 7)

(46,697)

(38,454)

(128,010)

(103,884)

(1,137,919)

Total Other (Expenses) Income

(46,694)

(38,434)

(127,974)

(102,865)

108,623

Loss Before Income Taxes and

Discontinued Operations

(148,286)

(131,623)

(431,282)

(417,172)

(3,418,388)

Benefit from income taxes (note 8)

56,703

Loss Before Discontinued

Operations

(148,286)

(131,623)

(431,282)

(417,172)

(3,361,685)

Loss from Discontinued

Operations, net of tax

(1,622,311)

Net Loss

(148,286)

(131,623)

(431,282)

(417,172)

(4,983,996)

Foreign currency translation

adjustments

2,802

(122,839)

88,021

(161,069)

(297,375)

Comprehensive Loss

(145,484) $

(254,462) $

(343,261) $

(578,241) $ (5,281,371)

Loss per Share – Basic and Diluted

(0.00) $

(0.01) $

(0.01) $

(0.01)

Weighted Average Number of

Shares Outstanding During the

Periods – Basic and Diluted

62,503,894

62,503,894

62,503,894

62,503,894

(The accompanying notes are an integral part of these condensed consolidated interim financial statements.)

- F-2 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Condensed Consolidated Interim Statements of Cash Flows

For the Nine-Month Periods Ended April 30, 2012 and 2011 and

Cumulative from Inception (July 29, 2002) through April 30, 2012

(Expressed in U.S. Dollars)

Unaudited

Cumulative from

July 29, 2002

(Date of

Inception)

through April

2012

2011

30, 2012

Cash Flows from Operating Activities

Net loss

(431,282) $

(417,172) $

(4,983,996)

Adjustments for:

Accretion on convertible loan payable

75,442

Interest on convertible loan payable

30,250

Depreciation and amortization

146

207

56,210

Gain on sale of investment in EWT B.V. Inc.

(1,129,247)

Changes in non-cash working capital, net of effects from acquisition:

Accounts receivable

(46,405)

Other receivables

10,259

(10,119)

(2,488)

Prepaid expenses

(74,957)

(7,400)

(139,585)

Accounts payable

195,249

72,754

366,769

Accrued liabilities

(46,278)

(1,416)

86,347

Net Cash Used in Operating Activities

(346,863)

(363,146)

(5,686,703)

Net Cash Used in Operating Activities from Discontinued Operations

(1,904,921)

Cash Flows from Financing Activities

Proceeds from bank overdraft

(10,559)

6,209

18,813

Proceeds from issuance of common stock

150,000

2,550,090

Proceeds from convertible loan payable

11,306

14,722

323,787

Proceeds from issuance of warrants

75,000

Cash of subsidiary acquired

231

Increase in advances from investors

1,321,677

Decrease in advances from investors

(1,321,677)

Advances from Digital Predictive Systems Inc.

1,713,046

Repayments to Digital Predictive Systems Inc.

(1,713,046)

Due to stockholders

258,095

326,515

1,707,860

Increase in long-term loan payable

1,212,192

Stock issuance costs

(162,500)

Net Cash Provided by Financing Activities

258,842

497,446

5,725,473

Cash Flows from Investing Activities

Proceeds from sale of investment in Emergya Wind Technologies B.V. Inc.

1,931,479

Acquisition of equipment

(166,485)

Net Cash Provided by Investment Activities

1,764,994

Effect of Exchange Rate Change on Cash

88,021

(134,300)

101,157

Change in Cash

Cash – Beginning of Period

Cash – End of Period

- $

(The accompanying notes are an integral part of these condensed consolidated interim financial statements.)

- F-3 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Notes to Condensed Consolidated Interim Financial Statements

April 30, 2012 and 2011

(Expressed in U.S. Dollars)

Unaudited

1. Organization, Reverse Merger Transaction, and Going Concern

Americas Wind Energy Corporation (the "Company") was incorporated under the laws of the State

of Nevada on August 22, 2003. The Company was acquired in a reverse merger transaction on

August 11, 2006. The Company changed its ordinary course of business from that of establishing a

marine adventure tourism business to that of manufacturing and distributing wind power turbines to

wind farm developers throughout the Americas through its operating subsidiary incorporated in

Canada, Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the wind turbines

business since July 29, 2002 up until June 11, 2010.

Following the finalized settlement agreement on June 11, 2010 the Company discontinued its

operations in the wind turbines business and has focused its activities on managing the settlement

agreement and seeking out and investigating potential business opportunities in a business

combination.

Going Concern Assumption

The Company's consolidated financial statements are presented on a going concern basis, which

contemplates the realization of assets and discharge of liabilities in the normal course of business.

The Company's negative working capital and accumulated deficit raise substantial doubt as to its

ability to continue as a going concern. As of April 30, 2012, the Company had negative working

capital of $2,465,072 and accumulated deficit of $4,983,996.

The 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 payments under

the Settlement Agreement to discharge the 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 condensed consolidated interim financial

statements could be material.

The accompanying condensed consolidated interim 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 the Company to

continue as a going concern.

- F-4 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Notes to Condensed Consolidated Interim Financial Statements

April 30, 2012 and 2011

(Expressed in U.S. Dollars)

Unaudited

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated interim financial statements of the 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 the 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 accompanying condensed consolidated interim financial statements

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

Company for the fiscal year ended July 31, 2011.

3. Equipment, Net

Equipment comprises the following:

April 30, 2012

July 31, 2011

Accumulated

Cost

Depreciation

Cost

Depreciation

Office equipment

1,175 $

(622) $

1,237 $

(501)

Net carrying amount

553

736

Depreciation expense charged to operations amounted to $146 and $207 for the nine months ended

April 30, 2012 and 2011, respectively.

- F-5 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Notes to Condensed Consolidated Interim Financial Statements

April 30, 2012 and 2011

(Expressed in U.S. Dollars)

Unaudited

4. Bank Indebtedness

Bank indebtedness is comprised of:

April 30,

July 31,

2012

2011

Bank overdraft

19,593 $

29,490

Cash

(780)

(78)

18,813 $

29,412

The Company has an operating line of credit with CIBC of $29,832, of which $19,593 (July 31,

2011 – $29,490) is outstanding. The outstanding line of credit is due on demand and bears interest at

5% per annum.

5. Due to Stockholders

The amounts due to stockholders bear interest of 10% per annum, are unsecured and are due on

demand.

6. Convertible Loan Payable

On March 6, 2008, the Company received $350,000 pursuant to a convertible loan agreement. The

convertible loan bears interest at 2% above the Bank of Canada's prime rate per annum (as of April

30, 2012, the Bank of Canada's rate was 3.0%), payable quarterly, is unsecured, and matured on

March 6, 2009. As the convertible loan payable was not repaid on March 6, 2009, its maturity date,

Smart Goal Investment Limited may, by written notice, exercise its right of conversion in respect of

either a portion of or the total outstanding amount of the loan plus accrued interest into shares of the

Company at $0.32 per share. As of April 30, 2012, Smart Goal Investment Limited has not

exercised the right of conversion.

At the date of issuance, the conversion feature of the convertible loan was “in-the-money.” The

intrinsic value of this beneficial conversion feature was $278,560. In accordance with ASC 470-20,

“Debt with Conversion and Other Options,” this amount was measured but was not recognized as of

April 30, 2012 and will be recorded as additional paid-in capital when converted.

7. Related Party Transactions

- F-6 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Notes to Condensed Consolidated Interim Financial Statements

April 30, 2012 and 2011

(Expressed in U.S. Dollars)

Unaudited

The Company incurred the following amounts with related parties:

Nine Months

Nine Months

Ended

Ended

April 30, 2012

April 30, 2011

a) Consulting fees

Stockholders

201,103 $

201,920

b) Interest expense

Stockholders

114,886 $

91,394

These transactions were in the normal course of business and recorded at an exchange value

established and agreed upon by the related parties.

Included in accounts payable and accrued liabilities are $208,479 (July 31, 2011 - $31,722) and

$48,244 (July 31, 2011 - $82,175), respectively relating to amounts owed to stockholders.

8. Income Taxes

The Company's current income taxes are as follows:

Nine Months

Nine Months

Ended April 30,

Ended April 30,

2012

2011

Expected income tax recovery at the statutory rate

of 28.9% (2011 – 31.9%)

124,791 $

132,997

Translation adjustment

(42)

(88)

Change in valuation allowance

(124,749)

(132,909)

Benefit from income taxes

- $

The components of deferred tax assets (liability) are as follows:

April 30,

July 31,

2012

2011

Net operating loss carryforwards

1,943,484 $

1,818,693

Other deferred tax assets

305

2,547

Valuation allowance

(1,943,789)

(1,821,240)

Net

- $

- F-7 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Notes to Condensed Consolidated Interim Financial Statements

April 30, 2012 and 2011

(Expressed in U.S. Dollars)

Unaudited

8. Income Taxes (continued)

The Company has net operating loss carryforwards available to be applied against future years'

income. Due to the losses from operations and expected future operating results, it is more likely

than not that the deferred tax asset resulting from the tax losses available for carry forward will not

be realized through the reduction of future income tax payments, accordingly, a 100% valuation

allowance has been recorded for deferred tax assets and current income taxes.

As of April 30, 2012, the Company had $6,667,451 of Federal, provincial and state net operating

loss carryforwards (including losses of $341,102 in the U.S.) available to offset future taxable

income. Such carryforwards expire in:

2014

493,019

2016

22,336

2024

14,848

2025

83,878

2026

7,464

2027

451,086

2028

678,207

2029

3,501,089

2030

464,404

2031

520,130

2032

430,990

$ 6,667,451

9. Commitments and Contingencies

On April 28, 2010, the Company entered into the Settlement Agreement. This agreement replaced

the March 5, 2009 agreement. Under this agreement, the Company will receive future payments

based on 3% of sales of wind turbines made by Emergya Wind Technologies B.V. (‘EWT’) (herein

the “Settlement Payments”), with the total Settlement Payments not exceeding $10,000,000.

Prior to entering into the Settlement Agreement, the debt due to EWT was approx. $2,800,000 and

represented actual costs incurred on contracts plus anticipated costs to complete the Confederation

Power, Wind Vision and Wray contracts. EWT determined that the costs to complete the contracts

would be considerably more than the $2,800,000 and accordingly made efforts to enter into the

Settlement Agreement. It was agreed the full and final payment of $4,000,000 was fair and

reasonable to both parties and to satisfy EWT for any unforeseen obligations incurred by completing

the contracts. In exchange, EWT agreed to release the Company from any future or further liabilities

incurred from those contracts.

- F-8 –

AMERICAS WIND ENERGY CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

Notes to Condensed Consolidated Interim Financial Statements

April 30, 2012 and 2011

(Expressed in U.S. Dollars)

Unaudited

9. Commitments and Contingencies (continued)

As repayment of the debt payable by the Company to EWT, EWT will apply the first $2,000,000 of

Settlement Payments against the debt amount. Once $2,000,000 has been repaid to EWT, the

Settlement Payments will be made to the 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 the Company until

the earlier of the $10,000,000 being reached or until the fourth anniversary date of this agreement. If

no Settlement Payments are received under the Agreement, the Company will not be committed to

repaying the debt. As such, the debt has been removed and offset against the write down of the

intangible asset of $2,008,955 in other income in these condensed consolidated financial statements.

- F-9 –

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

Effective March 5, 2009, we entered into a sublicense agreement with Americas Wind Energy Inc. (“AWE”), our

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.

• As repayment of the debt payable by our company to EWT, EWT will apply the first $2,000,000 of

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.

Our ability to develop new business in the current market environment may take some time.

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

through

April 30,

2012

2011

2012

2011

2012

Sales

Nil $

Nil

Cost of sales

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)

Expenses

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

Nine Months Nine Months

(July 29, 2002)

Ended

through

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 $

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

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

Ended

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.

Contractual Obligations

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.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed

in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and

reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that

such information is accumulated and communicated to our management, including our president (our principal

executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding

required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the

participation of our president (our principal executive officer, principal financial officer and principle accounting

officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the

foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer)

concluded that our disclosure controls and procedures were effective as of the end of the period covered by this

quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a

plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors,

officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse

to our interest.

Item 1A. 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.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined

below. We caution the reader 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".

Our common shares are considered speculative during the development of our new business operations. Prospective

investors should consider carefully the risk factors set out below.

Risks Related to Our Business

Our audited financial statements for the year end July 31, 2011, states that there is a substantial doubt that we will

be able to continue as a going concern.

Our income from the settlement agreement between our company and EWT is a percentage of sales achieved by

EWT in North America.

This income is dependent on EWT achieving these sales. To the extent that sales are not achieved or are less than

anticipated, our income will be impacted and our company may have difficulty in meeting our payment obligations.

To date, we have not received any payments pursuant to the settlement agreement.

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

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

financial support in the short term and receiving sufficient royalty 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.

Most of our assets and all of our directors and officers are outside the United States, with the result that it may be

difficult for investors to enforce within the United States any judgments obtained against us or any of our directors

or officers.

Although we are organized under the laws of the State of Nevada, United States, our principal business office is

located in Toronto, Ontario, Canada. Outside the United States, it may be difficult for investors to enforce judgments

against us that are obtained in the United States in any action, including actions predicated upon civil liability

provisions of federal securities laws. In addition, all of our directors and officers reside outside the United States,

and nearly all of the assets of these persons and our assets are located outside of the United States. As a result, it

may not be possible for investors to effect service of process within the United States upon such persons or to

enforce against us or such persons judgments predicated upon the liability provisions of United States securities

laws. There is substantial doubt as to the enforceability against us or any of our directors and officers located outside

the United States in original actions or in actions of enforcement of judgments of United States courts or liabilities

predicated on the civil liability provisions of United States federal securities laws. In addition, as the majority of our

assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings

against us. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property,

wherever it is located, including property situated in other countries. Courts outside of the United States may not

recognize the United States bankruptcy court's jurisdiction. Accordingly, you may have trouble administering a

United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the

United States. Any orders or judgments of a bankruptcy court obtained by you in the United States may not be

enforceable.

Risks Related To Our Company Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles authorize the issuance of up to 100,000,000 shares of common stock and 30,000,000 class A special

voting stock. Our board of directors may choose to issue some or all of such shares to acquire one or more

businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction

of the book value and market price of the outstanding shares of our common stock. If we issue any such additional

shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current

shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may

limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any

equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00

per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional

sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited

investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or

individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with

their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise

exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and

Exchange Commission, which provides information about penny stocks and the nature and level of risks in the

penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the

penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account

statements showing the market value of each penny stock held in the customer's account. The bid and offer

quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or

in writing prior to effecting the transaction and must be given to the customer in writing before or with the

customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not

otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock

is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These

disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the

stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of

broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit

the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA),

formerly the National Association of Securities Dealers or NASD, has adopted rules that require that in

recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the

investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-

institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's

financial status, tax status, investment objectives and other information. Under interpretations of these rules, the

FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least

some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers

buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the

market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are

unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the

OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will

develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our

common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to

achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock,

changes in general conditions in the economy and the financial markets or other developments affecting our

competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility

has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their

operating performance and could have the same effect on our common stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict

whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all

possible risks that might arise. Investors should carefully consider all of such risk factors before making an

investment decision with respect to our common shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit

Description

Number

(3)

Articles of Incorporation and By-laws

3.1

Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2

filed on October 29, 2003)

3.2

Bylaws (incorporated by reference from our Registration Statement on Form SB-2 Filed on October

29, 2003)

3.3

Certificate of Amendment filed with the Nevada Secretary of State on June 19, 2006 (incorporated by

reference from our Current Report on Form 8-K filed on September 11, 2006)

3.4

Certificate of Amendment filed with the Nevada Secretary of State on October 16, 2006 (incorporated

by reference from our Current Report on Form 8-K filed on October 16, 2006)

(4)

Instruments defining the rights of security holders, including indentures

4.1

2011 Stock Option Plan

(10)

Material Contracts

10.1

Sublicense Agreement dated March 5, 2009 (incorporated by reference from our Current Report on

Form 8-K filed on March 11, 2009)

10.2

GE Assignment Agreement dated March 5, 2009 (incorporated by reference from our Current Report

on Form 8-K filed on March 11, 2009)

10.3

Rural Assignment Agreement dated March 5, 2009 (incorporated by reference from our Current

Report on Form 8-K filed on March 11, 2009)

10.4

Waverly Assignment Agreement dated March 5, 2009 (incorporated by reference from our Current

Report on Form 8-K filed on March 11, 2009)

10.5

Consulting Agreement between Mr. Hal Dickout and EWT-Americas Inc. (incorporated by reference

from our Quarterly Report on Form 10-Q filed on June 15, 2009)

10.6

Consulting Agreement between Mr. Frank Pickersgill and EWT-Americas Inc. (incorporated by

reference from our Quarterly Report on Form 10-Q filed on June 15, 2009)

(21)

Subsidiaries of the Small Business Issuer

21.1

6544797 Canada Ltd., a Canadian corporation

(31)

Rule 13a-14(a) / 15D – 14a(a) Certifications

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive

Officer and Chief Financial Officer

(32)

Section 1350 Certifications

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive

Officer and Chief Financial Officerr

101*

Interactive Data Files

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto

are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the

Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of

1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAS WIND ENERGY CORPORATION

(Registrant)

/s/ Harold C.F. Dickout

Dated: June 19, 2012

Harold C.F. Dickout

President, Chief Executive Officer, Chairman and

Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer )

AMERICAS WIND ENERGY CORP - FORM 10-Q - June 19, 2012

Attached files

AMERICAS WIND ENERGY CORP Reports