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
or
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
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.
2
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
46
66
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
3
20
36
23
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
a)
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
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.
3
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.
4
• 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.
5
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
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)
6
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
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.
7
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.
8
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.
9
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
10
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.
11
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.
12
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 )
13
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harold C. F. Dickout, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Americas Wind Energy Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: June 19, 2012
/s/ Harold C. F. Dickout
Harold C. F. Dickout
President, Chief Executive Officer, Chairman and
Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Harold C. F. Dickout, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1)
the Quarterly Report on Form 10-Q of Americas Wind Energy Corporation for the period ended April 30,
2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of Americas Wind Energy Corporation.
Dated: June 19, 2012
/s/ Harold C.F. Dickout
Harold C. F. Dickout
President, Chief Executive Officer, Chairman and Director
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
Americas Wind Energy Corporation
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Americas Wind Energy Corporation and will be
retained by Americas Wind Energy Corporation and furnished to the Securities and Exchange Commission or its
staff upon request.
{W0144041.DOC}