SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) Of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 2010 Commission File No. 0-9996 WIND ENERGY AMERICA INC. (Exact Name of Registrant as specified in its charter)

FORM 10-Q


(State or other jurisdiction of
incorporation or organization)		(Federal IRS Identification No.)

Minnesota		41-1387074

12100 Singletree Lane, Suite 100, Eden Prairie, MN 55344 (Address of principal executive offices)

(952) 746-1313 (Issuer’s telephone number)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o 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 o NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class

60,767,841 Common Shares (par value $.05/share) Outstanding at May 12, 2010

Transitional Small Business Disclosure Format (check One): YES o NO x

~~Quarterly~~PART ~~Report~~I. ~~Under~~FINANCIAL ~~Section~~INFORMATION 13Item or1. ~~15(d) Of~~Financial ~~the~~Statements ~~Securities~~WIND ~~Exchange~~ENERGY ~~Act~~AMERICA ofINC. ~~1934~~CONSOLIDATED BALANCE SHEETS

For the Quarter Ended December 31, 2009 Commission File No. 0-9996


	March 31			June 30
	2010			2009
	(UNAUDITED)
ASSETS
Current Assets:
Cash	$	115,220		$	—
Accounts Receivable		10,768			—
Total Current Assets		125,988			—

Property, Plant & Equipment:
Wind Power Projects in Operation		5,185,447			—
Wind Power Projects Under Construction		5,220,460			8,397,815
Wind Power Projects In Development		314,375			464,347
Accumulated Depreciation		(34,367	)		—
Net Property, Plant & Equipment		10,685,915			8,862,162

Investments:
Mortgage Receivable		1,600,000			1,600,000
Investments in Operating Wind Power Projects		4,900,000			4,900,000
Investment in Grand Sierra Resort Corporation		—			15,000
Total Investments		6,500,000			6,515,000

Total Assets	$	17,311,903		$	15,377,162

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Checks Written in Excess of Cash in Bank	$	—		$	5,110
Accounts Payable		128,840			45,498
Accrued Expenses		52,308			—
Accrued Interest		17,476			5,516
Advances from Related Party		85,000			—
Convertible Notes Payable		114,800			131,152
Deferred Compensation		135,000			—
Deferred Rental Income - Current Portion		10,552			—
Loans Payable on Projects - Current Portion		159,372			250,000
Total Current Liabilities		703,348			437,276

Deferred Rental Income - Long-Term Portion		26,149			—
Loans Payable on Projects - Long-Term Portion		2,166,073			—
Sale/Leaseback Rent Accrual		249,333			117,333
Sale/Leaseback Deferred Gain		617,317			651,402
Total Liabilities		3,762,220			1,206,011

Stockholders’ Equity:
Preferred stock: no par value, authorized 10,000,000 shares, none issued		—			—
Common stock: $.05 par value, authorized 100,000,000 shares 60,767,841 and 54,696,165 shares outstanding as of March 31, 2010 and June 30, 2009, respectively		3,038,392			2,734,808
Additional paid-in capital		33,155,065			29,464,524
Accumulated deficit		(22,643,774	)		(18,028,181	)
Total Stockholders’ Equity		13,549,683			14,171,151

Total Liabilities and Stockholders’ Equity	$	17,311,903		$	15,377,162

See accompanying notes to the unaudited consolidated financial statements

WIND ENERGY AMERICA INC.
UNAUDITED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED

FOR THE NINE MONTHS ENDED

March 31

2010

2009

2010

2009

Revenue:

Revenue from Operating Wind Projects

12,472

—

12,472

—

Rental Income

14,176

8,764

52,712

53,086

Total revenues

26,648

8,764

65,184

53,086

Expenses:

Operating Expenses of Wind Projects

6,543

—

6,543

—

Depreciation and Amorization of Wind Projects

34,367

—

34,367

—

General & Administrative

408,358

146,657

1,227,629

340,480

Professional Fees

38,713

14,550

137,369

157,337

Management Fees

45,000

56,180

3,035,407

236,583

Depreciation and Amorization - Other

—

20,130

Impairment and Abandonment Expense

—

212,240

2,557

Total expenses

532,981

217,387

4,653,555

757,087

Net Operating Loss

(506,333

)

(208,623

)

(4,588,371

)

(704,002

)

Other Income and Expenses:

Interest Income

30,000

29,804

90,000

49,429

Amortization of Deferred Gain

10,973

—

34,085

—

Warrant & Debt Discount Expense

(48,805

)

—

(127,854

)

—

Interest Expense

(15,478

)

(2,154

)

(23,453

)

(7,128

)

Total Other Income and Expenses

(23,310

)

27,650

(27,222

)

42,301

Net Loss

(529,643

)

(180,973

)

(4,615,593

)

(661,701

)

Per Share Data:

Net Loss per Common Share

(0.01

)

(0.00

)

(0.08

)

(0.01

)

Weighted Average Shares Outstanding

60,767,841

51,439,601

57,732,003

50,677,942

See accompanying notes to the unaudited consolidated financial statements

WIND ENERGY AMERICA INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	FOR THE NINE MONTHS ENDED
	March 31			March 31
	2010			2009
Cash flows used in continuing operations:
Net Loss:	$	(4,615,593	)	$	(661,701	)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of Deferred Gain		(34,085	)		—
Depeciation and Amortization Expense		34,367			20,130
Warrant and Debt Discount Expense		127,854			—
Warrants for Stock Issued for Compensation to Non-Employees		2,627,075			—
Stock Based Compensation to Non-Employees		103,750			33,000
Options Issued to Employees		513,357			—
Impairment and Abandonment Expense		212,240			—
Changes in Operating Assets and Liabilities:
Increase in Accounts Receivable		(10,768	)		(227,771	)
Decrease in Checks Written in Excess of Cash in Bank		(5,110	)		—
Increase in Accounts Payable		83,343			74,157
Increase in Accrued Expenses		52,308			—
Increase in Accrued Interest		11,960			—
Increase in Sale Leaseback Rent Expense Accrual		132,000			—
Increase in Deferred Compensation		135,000			—
Increase in Deferred Rental Income		36,701			—
Net Cash Used in Operating Activities		(595,601	)		(762,185	)

Cash Flows Used in Investing Activities:
Sale and Leaseback of Building		—			1,380,650
Proceeds from Mortgage Receivable		—			10,375
Additions to Wind Power Projects Under Construction		(337,647	)		(1,104,441	)
Investments in Wind Power Projects In Development		(47,268	)		—
Net Cash Provided by (Used in) Investing Activities		(384,915	)		286,584

Cash Flows Provided by Financing Activities:
Common Stock Issued for Cash		526,170			391,700
Payment of Convertible Debenture		(20,000	)		(15,000	)
Proceeds from Convertible Notes		—			10,000
Proceeds from Advance from Related Party		85,000			—
Proceeds from Notes Payable on Projects		405,000			—
Proceeds from Notes Borrowing		99,566			—
Net Cash Provided by Financing Activities		1,095,736			386,700

Net Increase (Decrease) in Cash and Cash Equivalents		115,220			(88,901	)

Cash and Cash Equivalents at Beginning of Period		—			97,459
Cash and Cash Equivalents at End of Period	$	115,220		$	8,558

Supplemental Cash Flow Information:
Cash Paid During The Nine Months Ended March 31, 2010 and 2009:
Interest Expense	$	38,158		$	7,128
Income Taxes	$	—		$	—
Stock Issued for Debt Payment	$	94,152		$	—
Loans Payable Assumed with Acquisition of LLC’s	$	1,945,087		$	—
Loan Payable Issued to Payoff Note Payable	$	250,000		$	—
Sale of Building for Mortgage Receivable	$	—		$	1,589,430

See accompanying notes to the unaudited consolidated financial statements

WIND ENERGY AMERICA INC.

~~(Exact~~NOTES ~~Name~~TO ofUNAUDITED ~~Registrant~~CONSOLIDATED asFINANCIAL ~~specified in its charter)~~STATEMENTS

(State or other jurisdiction of incorporation or organization)		(Federal IRS Identification No.)
Minnesota		41-1387074


A.	“Plain English”

~~12100~~We ~~Singletree~~will ~~Lane~~use such terms as “we”, ~~Suite~~“our” ~~100~~and “us” in place of Wind Energy America Inc. or “the Company.” When such terms are used in this manner throughout this document they are in reference only to the corporation, ~~Eden~~Wind ~~Prairie~~Energy America Inc. and its subsidiaries, MNand ~~55344~~are not used in reference to the board of directors, corporate officers, management, or any individual employee or group of employees.

~~(Address~~B. ofForward-Looking ~~principal executive offices)~~Statements

~~(952)~~This ~~746~~Form 10-~~1313~~Q includes ~~(Issuer~~“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q, including, without limitation, the statements under both “Notes to Unaudited Consolidated Financial Statements” and “ Management’s ~~telephone~~Discussion ~~number)~~and Analysis and Results from Operations” located elsewhere herein regarding our financial position and liquidity, the amount of and our ability to make debt service payments, our strategies, financial instruments, and other matters, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.

~~Indicate~~C. byNature ~~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. Business

~~YES x NO o~~Since early 2007, we have been engaged solely in the wind power segment of the renewable energy industry. We own, either through wholly-owned subsidiaries, or though minority equity interests, portions of 59.1 megawatts (MW) of nameplate wind generating capacity. Through wholly-owned subsidiaries, we had 2.0MW in operation and 2.0MW of this capacity under construction as of March 31, 2010 in Osceola County, Iowa. Also through wholly-owned subsidiaries, we had 0.8MW in operation and 0.8MW of this capacity under construction in Lincoln County, Minnesota as of March 31, 2010. We also own, through a wholly-owned subsidiary, minority equity interests in three wind farms in Minnesota in an active wind energy production region called Buffalo Ridge. These projects, in which we own a minority equity interest, have a capacity of 53.5MW. We will not receive any material revenue from these minority equity interests until these projects reach certain milestones, the projects reach their “flip” dates, and our minority equity interests are converted into larger percentage ownership.

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer~~D. ~~See~~Current ~~definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):~~ Strategy

~~Large~~Our ~~accelerated~~current ~~filer~~strategy ois ~~Accelerated~~to create ~~filer~~value ~~o Non-accelerated filer o Smaller Reporting Company x~~by:

~~Indicate~~• bycompleting ~~check~~construction ~~mark~~and ~~whether~~commissioning of our remaining 2.0MW under construction in Osceola County, Iowa • completing construction and commissioning of our remaining 0.8MW under construction in Lincoln County, Minnesota • assuring the ~~registrant~~“flip” isevents ain ~~shell~~the ~~company~~three ~~(as~~projects ~~defined~~in which we own minority equity interests on Buffalo Ridge, Minnesota • developing our current pipeline of early-stage wind power development projects in ~~Rule~~Minnesota, ~~12b~~Pennsylvania and Wyoming • developing other early-2stage ofwind ~~the~~power ~~Exchange~~development ~~Act): YES o NO x~~projects that are currently under negotiation • selling selected assets which may be more valuable to certain buyers than they are to us on a case-by-case basis

~~Indicate~~E. ~~the~~Summary ~~number~~ of ~~shares~~Significant ~~outstanding~~Accounting ~~of each of the issuer’s classes of common stock as of the latest practicable date.~~ Policies

~~Class~~Basis of Presentation

60The unaudited interim consolidated financial statements included herein have been prepared by us in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. The consolidated financial statements include the accounts of Wind Energy America Inc. and its various wholly-owned subsidiaries. Significant inter-company accounts and transactions have been eliminated. We suggest that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K and Form 10-K/A for the year ended June 30,~~767~~ 2009,~~841~~ ~~Common~~as ~~Shares~~filed ~~(par~~with ~~value~~the $SEC.~~05/share)~~ ~~Outstanding~~We believe atthat ~~February~~all 12adjustments, ~~2010~~consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year as reported in Form 10-K and Form 10-K/A have been omitted.

~~Transitional~~Consolidation ~~Small Business Disclosure Format (check One): YES o NO x~~Policy

~~PART~~The Iconsolidated financial statements include Wind Energy America Inc. ~~FINANCIAL~~and ~~INFORMATION~~our wholly owned subsidiaries Northern Alternative Energy Shaokatan, LLC (“Shaokatan”), NAE Shaokatan Power Partners LLC (“Power Partners”), Zachary Ridge, LLC (“ZR”) and LJ Trust, LLC (“LJT”), all being Minnesota limited liability companies. All liabilities incurred and activities in which Wind Energy America Inc. and our LLC subsidiaries are involved, have been conducted in the name of Wind Energy America Inc. through March 31, 2010.

Shaokatan holds minority equity interests in three wind farms, Shaokatan Hills, Lakota Ridge, and a group of 16 small wind farms which are managed collectively and known as CHI Energy. These minority equity interests owned by Shaokatan will not materially participate in the revenues, liabilities, operations, or net income or loss of each particular wind farm LLC until the minority equity interest converts or “flips” into a material interest, and accordingly we had no material revenues or liabilities to consolidate regarding Shaokatan as of March 31, 2010. A detailed description of these minority equity interests owned by us via Shaokatan is contained in Item 1. ~~Financial~~of ~~Statements~~the report on Form 10-K for fiscal year ended June 30, 2009 and are an integral part to these notes to our consolidated financial statements.

~~WIND~~Power ~~ENERGY~~Partners ~~AMERICA~~consists ~~INC~~of a small wind farm in Lincoln County, Minnesota containing two wind turbines of a total 1.6 MW capacity. During the quarter ended March 31, 2010, 0.8MW of this wind farm was commissioned, and we expect the remaining 0.8MW to be commissioned during calendar year 2010.

~~CONSOLIDATED~~Shaokatan ~~BALANCE~~and ~~SHEETS~~Power Partners will each account for their respective future operations as their wind power assets become operational or whenever the various minority equity interests convert into material ownership interests, and thereafter any assets, liabilities, income and losses will be consolidated into our financial statements.

	December 31			June 30
	2009			2009
	(UNAUDITED)
ASSETS
Current Assets:
Cash	$	111,596		$	—
Advances to Vendor for Construction		26,749			—
Total Current Assets		138,345			—
Property, Plant & Equipment:
Wind Power Projects Under Construction		10,293,494			8,397,815
Wind Power Projects In Development		289,275			464,347
Accumulated Depreciation		—			—
Net Property, Plant & Equipment		10,582,769			8,862,162
Investments:
Mortgage Receivable		1,600,000			1,600,000
Investments in Operating Wind Power Projects		4,900,000			4,900,000
Investment in Grand Sierra Resort Corporation		—			15,000
Total Investments		6,500,000			6,515,000
Total Assets	$	17,221,114		$	15,377,162
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Checks Written in Excess of Cash in Bank	$	—		$	5,110
Accounts Payable		92,620			45,498
Accrued Interest		21,991			5,516
Notes Payable		112,000			131,152
Deferred Compensation		90,000			—
Payroll Taxes Payable		6,670			—
Deferred Rental Income - Current Portion		10,552			—
Loans Payable on Projects - Current Portion		134,184			250,000
Total Current Liabilities		468,017			437,276
Deferred Rental Income - Long-Term Portion		24,656			—
Loans Payable on Projects - Long-Term Portion		1,960,713			—
Sale/Leaseback Rent Accrual		205,173			117,333
Sale/Leaseback Deferred Gain		628,290			651,402
Total Liabilities		3,286,849			1,206,011
Stockholders’ Equity:
Preferred stock: no par value, authorized 10,000,000 shares, none issued		—			—
Common stock: $.05 par value, authorized 100,000,000 shares 60,767,841 and 54,696,165 shares outstanding as of December 31, 2009 and June 30, 2009		3,037,892			2,734,808
Additional paid-in capital		33,010,504			29,464,524
Accumulated deficit		(22,114,131	)		(18,028,181	)
Total Stockholders’ Equity		13,934,265			14,171,151
Total Liabilities and Stockholders’ Equity	$	17,221,114		$	15,377,162

ZR and LJT are two wind farms each consisting of one 2.0MW turbine located in Osceola County, Iowa. ZR was commissioned during the quarter ended March 31, 2010. We expect LJT to be commissioned during calendar year 2010.

~~See accompanying notes to the consolidated financial statements~~Reclassifications

~~WIND~~Certain ~~ENERGY~~prior ~~AMERICA~~period ~~INC~~amounts have been reclassified to conform with the current period presentation.

~~UNAUDITED~~Critical ~~CONSOLIDATED~~Accounting ~~STATEMENTS~~Estimates ~~OF OPERATIONS~~

	FOR THE THREE MONTHS ENDED						FOR THE SIX MONTHS ENDED
	December 31			December 31			December 31			December 31
	2009			2008			2009			2008
Revenue:
Rental Income	$	10,556		$	23,584		$	30,841		$	35,817
Farm Lease Income		—			—			7,695			8,505
Total revenues		10,556			23,584			38,536			44,322
Expenses:
General & Administrative		647,956			187,325			819,272			324,811
Professional Fees		51,821			62,256			112,405			105,222
Management Fees		135,317			51,968			2,976,657			109,668
Impairment and Abandonment Expense		212,240			—			212,240			—
Total expenses		1,047,334			301,549			4,120,574			539,701
Net Operating Loss		(1,036,778	)		(277,965	)		(4,082,038	)		(495,379	)
Other Income and Expenses:
Interest Income		30,000			19,625			60,000			19,625
Amortization of Deferred Gain		11,750			—			23,112			—
Warrant & Debt Discount Expense		—			—			(79,050	)		—
Interest Expense		(2,072	)		(1,412	)		(7,974	)		(4,975	)
Total Other Income and Expenses		39,678			18,213			(3,912	)		14,651
Net Loss	$	(997,100	)	$	(259,752	)	$	(4,085,950	)	$	(480,728	)
Per Share Data:
Net Loss per Common Share:	$	(0.02	)	$	(0.01	)	$	(0.07	)	$	(0.01	)
Weighted Average Shares Outstanding		59,847,361			50,605,093			57,732,003			50,305,392

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Some significant estimates are the valuation or impairment of property and equipment, the valuation of warrants and options issued for compensation, and deferred income taxes.

~~See~~Our ~~accompanying~~investments ~~notes~~are tostated at the ~~consolidated~~lower ~~financial~~of ~~statements~~cost or fair value in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC 360). The carrying value of our investments in wind energy assets are carried at cost.

~~WIND~~Cash ~~ENERGY~~Equivalents ~~AMERICA INC.~~

~~UNAUDITED~~We ~~CONSOLIDATED~~consider ~~STATEMENTS~~all OFhighly liquid ~~CASH~~debt ~~FLOWS~~instruments purchased with a maturity of three months or less to be cash equivalents.

	FOR THE SIX MONTHS ENDED
	December 31			December 31
	2009			2008
Cash flows used in continuing operations:
Net Loss:	$	(4,085,950	)	$	(480,728	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of Deferred Gain		(23,112	)		—
Depeciation Expense		—			20,130
Warrant and Debt Discount Expense		79,050			—
Warrants for Stock Issued for Compensation to Non-Employees		2,627,075			—
Stock Based Compensation to Non-Employees		103,750			33,000
Options Issued to Employees		417,102			—
Impairment and Abandonment Expense		212,240			—
Changes in Operating Assets and Liabilities:
Increase in Accounts Receivable		—			(117,467	)
Increase in Advances to Vendor for Construction		(26,750	)		—
Decrease in Checks Written in Excess of Cash in Bank		(5,110	)		—
Increase in Accounts Payable		47,122			3,370
Increase in Accrued Interest		16,475			—
Increase in Payroll Taxes Payable		6,670			—
Increase in Sale Leaseback Rent Expense Accrual		87,840			—
Increase in Deferred Compensation		90,000			—
Increase in Deferred Rental Income		35,208			—
Net Cash Used in Operating Activities		(418,390	)		(541,695	)
Cash Flows Used in Investing Activities:
Sale and Leaseback of Building		—			1,380,650
Proceeds from Mortgage Receivable		—			10,375
Additions to Wind Power Projects Under Construction		(200,782	)		(1,105,830	)
Investments in Wind Power Projects In Development		(22,169	)		—
Net Cash Provided by (Used in) Investing Activities		(222,951	)		285,195
Cash Flows Provided by Financing Activities:
Common Stock Issued for Cash		526,170			248,700
Payment of Convertible Debenture		—			(15,000	)
Principal Repayment of Notes Payable		(15,000	)		—
Proceeds from Loans Payable on Projects		150,000			—
Proceeds from Notes Borrowing		91,767			—
Net Cash Provided by Financing Activities		752,937			233,700
Net Increase (Decrease) in Cash and Cash Equivalents		111,596			(22,800	)
Cash and Cash Equivalents at Beginning of Period		—			97,459
Cash and Cash Equivalents at End of Period	$	111,596		$	74,659
Supplemental Cash Flow Information:
Cash Paid During the Six Months Ended December 31, 2009:
Interest Expense	$	1,713		$	3,562
Income Taxes	$	—		$	—
Stock Issued for Debt Payment	$	94,152		$	—
Loans Payable Assumed with Acquisition of LLC’s	$	1,945,087		$	—
Loan Payable Issued to Payoff Note Payable	$	250,000		$	—

Revenue Recognition

~~See~~Revenue ~~accompanying~~is ~~notes~~recognized towhen earned in accordance with applicable accounting standards and guidance, including Staff Accounting Bulletin or SAB, No. 104, Revenue Recognition, as amended. We earn revenue from the ~~consolidated~~sale ~~financial~~of electricity. We recognize revenue from the sale of electricity under long-term Power Purchase Agreements (PPAs) based upon the output delivered at rates specified under the contracts. Revenues from PPAs are included in revenues in the accompanying consolidated statements of operations when it becomes probable of receipt.

~~WIND~~Operating Expenses ~~ENERGY~~of ~~AMERICA~~Wind ~~INC.~~Projects

~~NOTES~~Operating Expenses TOof ~~UNAUDITED~~Wind ~~CONSOLIDATED~~Projects ~~FINANCIAL~~includes ~~STATEMENTS~~operating expenses of operating wind assets. Wind energy project operating expenses consist of such costs as operations and maintenance expenses, insurance, professional fees, and other administrative costs.

~~A. “Plain~~Carrying ~~English”~~Value of Wind Energy Assets

WeA ~~will~~detailed ~~use~~breakdown ~~such~~of ~~terms~~the carrying asvalue ~~“we”,~~of “our” ~~and~~various ~~“us”~~wind inenergy ~~place~~assets ofis ~~Wind~~contained ~~Energy~~in ~~America Inc. or “~~the ~~Company.”~~footnotes of ~~When~~our ~~such~~audited ~~terms~~consolidated ~~are~~financial ~~used~~statements inincluded ~~this manner throughout this document they are~~ in ~~reference~~our ~~only~~annual toreport on ~~the~~Form ~~corporation,~~10-K ~~Wind Energy America Inc.~~ and ~~its~~Form ~~subsidiaries,~~10-K/A ~~and~~for ~~are not used in reference to~~ the ~~board~~fiscal ofyear ~~directors,~~ended ~~corporate~~June ~~officers~~30, ~~management, or any individual employee or group of employees~~2009.

~~B. Forward-Looking~~Property, ~~Statements~~Plant and Equipment

~~This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~Property, plant ~~as amended,~~ and ~~Section 21E~~equipment ofare ~~the~~stated ~~Securities~~at ~~Exchange~~cost, ~~Act~~less ofaccumulated ~~1934,~~depreciation. asRenewals and ~~amended.~~betterments ~~All~~that ~~statements~~increase ~~other~~the ~~than~~useful ~~statements~~lives of ~~historical fact included in this Form 10-Q, including, without limitation,~~ the ~~statements~~assets ~~under~~are ~~both~~capitalized. Repair ~~“Notes to Unaudited Consolidated Financial Statements”~~ and “maintenance ~~Management’s~~expenditures ~~Discussion~~are ~~and~~expensed ~~Analysis~~as ~~and~~incurred. ~~Results~~Wind ~~from~~energy project ~~Operations”~~equipment ~~located elsewhere herein regarding our financial position~~ and ~~liquidity,~~related ~~the~~assets ~~amount of and our ability to make debt service payments, our strategies, financial instruments, and other matters,~~ are ~~forward-looking~~depreciated ~~statements.~~over ~~Although~~their weestimated useful ~~believe~~lives ~~that~~of ~~the~~20 years ~~expectations~~on ~~reflected~~a ~~in such forward~~straight-~~looking~~line ~~statements are reasonable, we can give no assurance that such expectations will prove to have been correct~~basis.

CConstruction in progress expenditures, insurance, interest and other costs related to construction activities are capitalized. ~~Nature~~ As each project begins commercial operations, construction in progress is reclassified to property, plant and equipment and depreciated over the estimated useful lives of ~~Business~~the underlying assets.

~~Since~~Depreciation ~~early~~expense ~~2007,~~was also werecorded ~~have~~on ~~been~~our ~~engaged~~books ~~solely~~during infiscal ~~the~~year ~~wind~~2008 ~~power~~related ~~segment~~to of the ~~renewable~~building (Midwest ~~energy~~Center ~~industry.~~for WeWind ~~own, either through wholly-owned subsidiaries, or through “developer’s interests”, portions of 59.2 megawatts (MW~~Energy) ofwhich ~~nameplate wind generating capacity. Through wholly-owned subsidiaries, 4.0MW of this wind energy generating capacity~~ was ~~under~~sold ~~construction as of December 31, 2009~~ in ~~Osceola~~a ~~County, Iowa. Also through wholly~~sale-~~owned~~leaseback ~~subsidiaries, we had 1.6MW of this capacity under construction~~ transaction in ~~Lincoln County~~November, ~~Minnesota as of December 31, 2009~~2008. We also own “developer’s interests” in two groups of wind farms in Minnesota in an active wind energy production region called Buffalo Ridge. These projects in which we own a “developer’s interest” have a capacity of 53.5MW. We ~~will~~depreciated ~~not~~the ~~receive~~building ~~any~~on ~~material revenue from these developer’s interests until these projects reach certain milestones,~~ the ~~projects~~straight ~~reach~~line ~~their~~method ~~“flip”~~over 40 ~~dates,~~years ~~and~~during ~~our~~its ~~developer’s interests are converted into larger percentage~~ ownership.

~~D. Current Strategy~~ Acquisitions

~~Our~~On November ~~current~~10, ~~strategy~~2009 iswe completed the acquisitions of certain limited liability companies which are necessary to ~~create~~complete our 4.0MW project in Osceola County, Iowa. Of the 4.0MW capacity of this project, 2.0MW was commissioned in the quarter ended March 31, 2010, and 2.0MW remains under construction as of March 31, 2010. The sellers of these LLCs are shareholders in Wind Energy America Inc. The agreement to purchase these LLCs was signed in March 2009 and included a cash payment of $355,000, a note payable of $250,000, and assumption of certain loans resulting in a total acquisition price of $2.6 million. An independent appraisal of the project values the LLCs at about $2.6 million, therefore, the acquisition has been recorded at cost. In order to complete this project and reach commercial operation, we have incurred additional costs which have been added to the carrying value ~~by:~~of this project including labor and materials, capitalized insurance, interest and other costs.

ŸImpairment completing construction and commissioning of our 4.0MW wind project in Osceola County, Iowa Ÿ completing construction and commissioning of our 1.6MW wind project in Lincoln County, Minnesota Ÿ applying for and receiving cash grants from the United States government under Section 1603 of the American Recovery and Reinvestment Act of 2009 (ARRA 2009) upon the commissioning of the above mentioned wind power project in Osceola County, Iowa Ÿ assuring the “flip” events in the three projects in which we own a “developer’s interest” on Buffalo Ridge, Minnesota Ÿ developing our current pipeline of early-stage wind power development projects in Minnesota and Pennsylvania Ÿ developing other early-stage wind power development projects that are currently under negotiation Ÿ selling selected assets which may be more valuable to certain buyers than they are to us on a case-by-case basis

InWe ~~order~~review our assets on at least an annual basis for potential economic impairment. As a portion of our assets have not been placed in service as of March 31, 2010 we must evaluate the remaining costs to ~~execute~~complete ~~this~~the ~~strategy~~projects as well as the currently capitalized costs. Our wind assets, ~~Wind~~when ~~Energy~~completed, ~~America~~have ~~Inc~~a megawatt generating capacity which determines their current economic value. ~~hired~~This ~~three~~value ~~executives~~is asgenerally determined ~~full-time~~via ~~employees~~a ~~in November~~discounted ~~2009~~cash flow analysis of the future electric revenues, net of the costs of operating the wind turbines. ~~These~~ ~~executives~~During ~~were~~the ~~elected~~nine months ended March 31, 2010 we recognized an impairment expense of $212,240. This charge was to reduce the ~~officer~~carrying ~~positions~~value on our books to zero of ~~Chief~~the ~~Executive~~capitalized development ~~Officer~~costs of Zulu Wind LLC, ~~Chief~~NAE ~~Development~~Allendorf, ~~Officer~~NAE ~~and~~Sibley, ~~Chief~~Sibley ~~Financial~~Hills, Henry ~~Officer~~Hills, in addition to the investment in Grand Sierra Resort Corp. Henry Hills is not the Osceola County, Iowa 4.0MW project which was referred to as “Henry Hills 4MW” in previous filings, but rather was intended to be an expansion project adjacent to the Osceola County, Iowa 4.0MW project. The ~~professional~~impairment expense ~~biographies~~was ofrecognized as we believe that it is unlikely that we will develop these ~~executives~~projects ~~are~~or ~~included~~that inany ~~Form~~amount ~~8-K~~could ~~filed~~be ~~with~~realized by the ~~Securities~~potential sale of these projects and ~~Exchange~~assets. ~~Commission~~Other onthan ~~November~~these 23impairments recognized, ~~2000)~~we believe our wind assets can be completed at costs that are less than their current economic value. Wind assets that generate electricity can generally be sold in a marketplace based upon their discounted cash flows.

~~E. Summary~~Stock-Based ofCompensation ~~Significant~~- ~~Accounting~~Stock ~~Policies~~Options, Warrants and Common Stock Grants

~~Basis~~In 2006, we adopted the fair value recognition provision which requires us to recognize in our financial statements the cost of ~~Presentation~~employee or director or consulting services received in exchange for awards of equity instruments, based on the grant date fair value of those awards. We currently use the Black-Scholes option valuation model to calculate equity based compensation at the date of grant. The cost of these equity awards will be recognized over the period during which an employee, director or consultant is required to provide service in exchange for the award.

~~The~~During ~~unaudited interim financial statements included herein have been prepared by us in accordance with accounting principles generally accepted in~~ the ~~United~~nine ~~States~~months of America and the rules of the Securities and Exchange Commission. The consolidated financial statements include the accounts of Wind Energy America Inc. and its various wholly-owned subsidiaries. Significant inter-company accounts and transactions have been eliminated. We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K and Form 10-K/A for the year ended March ~~June 30~~31, ~~2009~~2010, aswe ~~filed~~issued ~~with~~475,000 ~~the~~unregistered ~~SEC.~~common Weshares ~~believe~~for ~~that all adjustments~~services, ~~consisting~~ of ~~normal recurring adjustments~~which 400,000 ~~necessary~~shares ~~for~~were aissued ~~fair~~to ~~presentation~~independent ofdirectors ~~financial~~for ~~position~~serving ~~and~~on ~~the~~our ~~results~~Board of Directors, ~~operations for the interim periods presented have been reflected herein~~ and ~~that~~75,000 ~~the~~shares ~~disclosures~~were ~~made~~issued ~~are adequate~~ to ~~make~~independent ~~the~~consultants ~~information~~for financial ~~not misleading~~services. ~~The~~ ~~results~~These oftransactions ~~operations~~were ~~for~~recorded ~~interim~~as ~~periods~~management ~~are~~fees ~~not~~valued at ~~necessarily~~$.21 ~~indicative of the results~~ to be$.25 ~~expected~~per ~~for the full year~~share. ~~Notes~~ toThese ~~the~~awards ~~financial~~of ~~statements~~shares ~~which~~did ~~would~~not ~~substantially~~require ~~duplicate~~any additional ~~the~~performance ~~disclosure~~for ~~contained~~service inafter the ~~audited~~grant ~~financial~~date, ~~statements~~therefore ~~for~~ the ~~most~~entire value ~~recent~~of ~~fiscal~~these ~~year~~grants aswas ~~reported~~recognized induring ~~Form~~the ~~10-K~~nine ~~and~~months ~~Form~~ended ~~10-K/A~~March ~~have been omitted~~31, 2010.

~~Consolidation~~In ~~Policy~~July 2009, we granted a five-year warrant to our Chairman of the Board to purchase 1,000,000 shares of our common stock at an exercise price of $.25 per share. This warrant does not require any additional performance for service after the grant date, therefore the entire value of this grant was recognized during the nine months ended March 31, 2010.

~~The~~In ~~consolidated~~September ~~financial~~2009, ~~statements~~we granted ~~include~~five-year ~~Wind~~warrants ~~Energy~~to ~~America~~three ~~Inc.~~directors, ~~and~~two ~~our~~former ~~wholly~~directors ~~owned~~and ~~subsidiaries~~a former ~~Northern~~executive ~~Alternative~~officer ~~Energy~~to ~~Shaokatan,~~purchase ~~LLC~~a ~~(“Shaokatan”),~~total ~~NAE~~of ~~Shaokatan Power Partners LLC (“Power Partners”)~~18, ~~Zachary Ridge~~750,000 ~~LLC~~shares ~~(“ZR”)~~of ~~and~~our LJcommon stock ~~Trust,~~at ~~LLC~~an ~~(“LJT”),~~exercise ~~all~~price ~~being~~of ~~Minnesota~~$.20 ~~limited~~per ~~liability companies~~share. ~~All~~These ~~liabilities~~warrants ~~incurred~~do ~~and~~not ~~activities~~require inany additional ~~which~~performance ~~Wind~~of ~~Energy~~service ~~America~~after ~~Inc.~~the ~~and~~grant ~~our LLC subsidiaries are involved~~date, ~~have~~therefore ~~been~~the ~~conducted~~entire value inof ~~the~~these ~~name~~grants ofwere ~~Wind~~recognized ~~Energy~~during ~~America~~the ~~Inc.~~nine ~~through~~months ~~December~~ended March 31, ~~2009~~ 2010.

~~Shaokatan~~During ~~holds~~ the ~~developer’s~~nine-month ~~interest~~period ended inMarch ~~two~~31, ~~groups of wind farms~~2010, ~~one~~we ~~group~~granted ~~being~~five-year ~~two~~warrants ~~adjoining~~to ~~wind~~an ~~farms~~unaffiliated ~~known~~lender to aspurchase ~~Shaokatan~~a ~~Hills~~total ~~and~~of ~~Lakota Ridge~~125,000 ~~and~~shares ~~the~~of ~~other~~our ~~group~~common ~~being~~stock 16at ~~small~~an ~~wind~~exercise ~~farms~~price of ~~which~~$.20 ~~are~~per ~~managed collectively and known as CHI Energy~~share. ~~These~~Also, ~~LLC~~during ~~developers’~~the ~~interests~~nine-month ~~owned~~period byended ~~Shaokatan~~March ~~will not materially participate in the revenues~~31, ~~liabilities~~2010, ~~operations,~~we granted oroptions ~~net~~with ~~income~~no ortermination ~~loss~~date ofto ~~each~~an ~~particular~~unaffiliated ~~wind~~lender ~~farm~~to ~~LLC~~purchase a ~~until~~total ~~the~~of ~~developer’s~~1,000,000 ~~interest~~shares ~~converts~~of orour ~~“flips”~~common ~~into~~stock aat ~~material~~an ~~interest,~~exercise ~~and~~price ~~accordingly~~of we$.25 per ~~had~~share. noThese ~~material~~warrants ~~revenues~~and oroptions ~~liabilities~~were tofully ~~consolidate~~vested ~~regarding~~on ~~Shaokatan~~the asgrant ~~of December 31~~date, therefore ~~2009.~~the Aentire ~~detailed~~value ~~description~~ of these ~~developer’s~~grants ~~interests~~were ~~owned~~recognized byduring ~~us via Shaokatan is contained in Item 1 of~~ the ~~report~~nine months ~~on Form 10-K for fiscal year~~ ended ~~June~~March 3031, ~~2009 and are an integral part to these notes to our financial statements~~2010.

~~Power~~On ~~Partners~~November ~~consists~~11, of2009 awe awarded ~~small~~stock ~~wind~~options ~~farm~~to ~~currently~~our ~~being~~Chief ~~developed~~Executive byOfficer usand inChief ~~Lincoln~~Development Officer, ~~County~~both of whom had been appointed to our Board of Directors on October 2, ~~Minnesota~~2009. ~~containing~~We ~~two~~also ~~wind~~awarded ~~turbines~~stock options to our Chief Financial Officer. Each of these three officers received a quantity of stock options in the amount of one-twelfth of the total number of shares, warrants and options outstanding as of October 1, 2009 and would carry an exercise price of $0.620 MWper ~~capacity~~share, which was our closing stock price on the grant date. WeTwenty ~~expect~~percent toof ~~begin~~these ~~receiving~~options would ~~revenues~~vest ~~from~~on ~~Power~~the ~~Partners~~grant indate. The remaining eighty percent of these options would become exercisable ratably over a 48-month period starting on the ~~first~~grant ~~half~~date. These options expire at the end of ~~calendar~~five ~~year~~years. ~~2010~~Since these options have a service requirement, the cost of these options will be recognized on the same basis as their vesting schedule described above.

~~Shaokatan~~Income ~~and~~Taxes Power Partners will each account for their respective future operations when their wind power assets become operational or whenever the various developer’s stake interests convert into material ownership interests, and thereafter any assets, liabilities, income and losses will be consolidated into our financial statements.

ZRWe ~~and~~account ~~LJT~~for income taxes in accordance with ASC 740, which provides that deferred income tax assets and liabilities are ~~two~~computed ~~wind~~annually ~~farms~~for ~~each~~differences ~~consisting~~between the financial statement and income tax bases of ~~one~~assets ~~2.0MW~~and ~~turbine~~liabilities ~~located~~that will result in taxable ~~Osceola~~or ~~County,~~deductible ~~Iowa. ZR~~amounts ~~was~~in ~~commissioned~~the future based on ~~January~~enacted ~~30,~~tax ~~2010~~laws and isrates applicable ~~operating~~to asthe ~~designed~~periods in which the differences are expected to affect taxable income. We ~~expect~~The ~~LJT~~valuation allowances have been recognized as equal to bethe income ~~commissioned~~tax benefits in ~~the~~order ~~first~~to ~~half~~reduce ofthe ~~calendar~~deferred ~~year~~tax ~~2010~~assets to zero.

~~Reclassifications~~Common Stock Sales

~~Certain~~During ~~prior~~the ~~period~~nine ~~amounts~~months ~~have~~ended March ~~been~~31, ~~reclassified~~2010, we sold a total of 4,833,460 unregistered common shares to various ~~conform~~accredited ~~with~~investors ~~the~~in ~~current~~private ~~period~~placement ~~presentation~~transactions for aggregate proceeds of $526,170, resulting in an average price of $.11 per share.

~~Critical~~Satisfaction ~~Accounting~~of ~~Estimates~~Note

~~The~~As ~~preparation~~ of ~~financial~~June ~~statements~~30, in2009 ~~conformity~~we ~~with~~had borrowed ~~accounting~~$94,152 ~~principles~~from ~~generally~~an ~~accepted~~individual inlender ~~the~~at ~~United~~9% ~~States~~per ~~requires~~annum ~~management~~on toan ~~make~~unsecured promissory ~~estimates~~note, ~~and~~which ~~assumptions~~loan ~~that~~was ~~affect~~callable by the ~~reported~~lender ~~amounts~~upon of30 ~~assets~~days ~~and~~notice ~~liabilities~~to us. ~~and~~As ~~disclosure~~ of ~~contingent~~September ~~assets~~15, ~~and~~2009, ~~liabilities at~~ the ~~date~~outstanding ofprincipal ~~the~~balance ~~financial~~and ~~statements~~accrued interest ~~and~~of ~~the~~this ~~reported~~loan ~~amount~~was of$95,917. ~~revenue~~All principal and ~~expenses~~accrued ~~during~~interest ~~the~~of ~~reporting~~this loan ~~period. Some~~was ~~significant~~satisfied ~~estimates~~in ~~are~~full ~~the~~by ~~valuation~~us orin ~~impairment~~September of2009 ~~property~~through ~~and~~issuance ~~equipment~~of 753,216 shares ~~the valuation~~ of ~~warrants~~our ~~and~~restricted ~~options~~common ~~issued~~stock ~~for~~to ~~compensation~~the lender, ~~and~~approximately ~~deferred~~$.127 ~~income taxes~~per share.

~~Our~~Loss ~~investments~~per ~~are~~Common ~~stated~~Share at the lower of cost or fair value in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). The carrying value of our investments in wind energy assets are carried at cost.

~~Cash~~Basic ~~Equivalents~~loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share is not shown, as the exercise of stock options and warrants using the treasury stock method are dilutive to the computation of loss per share.

WeRecent ~~consider~~Accounting ~~all~~Pronouncements ~~highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.~~

~~Carrying~~In ~~Value~~June 2009, the Financial Accounting Standards Board (“FASB”) issued an update of ~~Wind~~Accounting ~~Energy~~Standards Codification ~~Assets~~105, “Generally Accepted Accounting Principles” (“ASC 105”) which establishes the FASB Accounting Standards Codification TM (the “ASC”). The ASC is the sole source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. The ASC superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC is no longer authoritative. While the ASC does not change GAAP, it introduces a new structure that reorganizes the GAAP pronouncements into accounting topics. All content of the ASC carries the same level of authority. The ASC is effective for our financial statements as of September 30, 2009.

AWe ~~detailed~~have ~~breakdown~~reviewed ofcertain other ~~the~~recent ~~carrying~~accounting ~~value~~pronouncements ofand ~~our~~determined ~~various~~that ~~wind~~they ~~energy~~will ~~assets is~~have ~~contained~~no present inor ~~the~~future ~~footnotes~~impact ofon our ~~audited financial statements included in our annual report on Form 10-K and Form 10-K/A for the fiscal year ended June 30, 2009~~business.

~~Depreciation~~F. ~~Expense~~History

~~All~~Operations of our depreciable assets have not been placed in service as of December 31, 2009 and therefore have not been depreciated. The only depreciation expense recorded on our books during fiscal year 2008 related Prior to Entering the ~~building (Midwest Center for~~ Wind ~~Energy)~~Power ~~which was sold in a sale-leaseback transaction in November, 2008. We depreciated the building on the straight line method over 40 years during its ownership.~~Business

~~Acquisitions~~Wind Energy America, Inc. (formerly Dotronix, Inc), and (“the Company”), was founded in 1980 as a Minnesota corporation. The Company changed control in January, 2007 and since then has focused its efforts entirely on the development and acquisition of wind energy assets for electric power production. As Dotronix, Inc., we designed manufactured and marketed cathode ray tube (“CRT”) displays, which CRT business was discontinued in 2005 when it became unprofitable. In 2006 we acquired PuraMed products and created PuraMed BioScience, Inc. (“PuraMed”) as a subsidiary which was spun-off on April 12, 2007. PuraMed now trades separately as a publicly held company.

OnGrand ~~November~~Sierra ~~10,~~Resort ~~2009 we completed the acquisitions of certain limited liability companies which are necessary to complete our 4~~Corp.~~0MW~~ project in Osceola County, Iowa. The sellers of these LLCs are shareholders in Wind Energy America Inc. The agreement to purchase these LLCs was signed in March 2009 and included a cash payment of $355,000, a note payable of $250,000, and assumption of certain loans resulting in a total acquisition price of $2.6 million. An independent appraisal of the project values the LLCs at about $2.6 million, therefore, the acquisition has been recorded at cost. In order to complete this project and reach commercial operation, we have incurred additional costs which have been added to the carrying value of this project including labor and materials, capitalized insurance, interest and other costs.

~~Impairment~~In 2006, we purchased for $415,000 a total of 1,037,500 shares of common stock of Grand Sierra Resort Corp. (“Grand Sierra”), resulting in an ownership interest in Grand Sierra of slightly less than 1%. Grand Sierra is a private company incorporated in the State of Nevada. We accounted for our investment in Grand Sierra using the cost method. During the past fiscal year ended June 30, 2009, we recorded an impairment expense of $400,000 regarding our Grand Sierra investment. During the nine months ended March 31, 2010, we recorded an impairment expense for the remaining $15,000 carrying value of our investment in Grand Sierra Resort Corp.

WeEntry ~~review~~into ~~our assets on at least an annual basis for potential economic impairment. As~~ the majority of our assets have not been placed in service as of December 31, 2009 we must evaluate the remaining costs to complete the projects as well as the currently capitalized costs. Our wind assets, when completed, have a megawatt generating capacity which determines their current economic value. This value is generally determined via a discounted cash flow analysis of the future electric revenues, net of the costs of operating the wind turbines. During the three months ended December 31, 2009 we recognized an impairment expense of $212,240. This charge was to reduce the carrying value on our books to zero of the capitalized development costs of Zulu Wind ~~LLC,~~Energy NAE Allendorf, NAE Sibley, Sibley Hills, Henry Hills, in addition to the investment in Grand Sierra Resort Corp. Henry Hills is not the Osceola County, Iowa 4.0MW project which was referred to as “Henry Hills 4MW” in previous filings, but rather was intended to be an expansion project adjacent to the Osceola County, Iowa 4.0MW project. The impairment expense was recognized as we believe that it is unlikely that we will develop these projects or that any amount could be realized by the potential sale of these projects and assets. Other than these impairments recognized, we believe our wind assets can be completed at costs that are less than their current economic value. Wind assets that generate electricity can generally be sold in a marketplace based upon their discounted cash flows. Business

~~Stock-Based~~Averill ~~Compensation~~Wind ~~- Stock Options, Warrants and Common Stock Grants~~ Farm

In ~~2006~~early 2007, we ~~adopted~~entered into ~~the~~our ~~fair~~first ~~value~~transaction ~~recognition provision which requires us~~ to ~~recognize~~engage in ~~our financial statements~~ the ~~cost~~industry of ~~employee~~generating orelectricity from ~~director~~wind orpower ~~consulting~~turbines, ~~services~~which ~~received~~consisted inof ~~exchange~~our ~~for~~purchase ~~awards~~ of ~~equity~~a ~~instruments~~$200,000 ~~based~~equity interest onin ~~the~~Averill ~~grant~~Wind, ~~date~~LLC, ~~fair~~a ~~value~~10MW ofwind ~~those~~farm ~~awards.~~under Wedevelopment ~~currently~~in ~~use~~Minnesota near ~~the~~Fargo/Moorhead. ~~Black-Scholes~~We ~~option~~still ~~valuation~~own ~~model~~a tominority ~~calculate~~interest ~~equity~~in ~~based compensation at~~ the ~~date~~Averill ofWind ~~grant. The~~Farm project ~~cost~~and ofintend ~~these~~to ~~equity~~develop ~~awards~~it ~~will~~into ~~be recognized over the period during which~~ an ~~employee,~~operating ~~director~~wind orenergy ~~consultant~~project isif preliminary ~~required~~evaluations tojustify ~~provide~~continuance ~~service~~of inour ~~exchange~~development ~~for the award~~efforts.

~~During~~Shaokatan ~~the~~Hills/Lakota ~~six~~Ridge ~~months ended December 31, 2009, we issued 475,000 unregistered common shares for services, of which 400,000 shares were issued to independent directors for serving on our Board of Directors,~~ and ~~75,000~~CHI ~~shares~~Energy ~~were~~Wind issued to independent consultants for financial services. These transactions were recorded as management fees valued at $.21 to $.25 per share. These awards of shares did not require any additional performance for service after the grant date, therefore the entire value of these grants were recognized during the six months ended December 31, 2009.Farms

InDuring ~~July~~the ~~2009~~second half of calendar 2007, we ~~granted~~purchased afrom ~~five-year~~Northern ~~warrant~~Alternative toEnergy ~~our~~Inc. ~~Chairman~~its subsidiary ofNorthern ~~the~~Alternative ~~Board~~Energy toShaokatan ~~purchase~~LLC 1(“Shaokatan”), which we paid for in two portions; $2,300,000 in cash for a minority equity interest in two wind farms in Minnesota called Shaokatan Hills and Lakota Ridge, and $200,000 in ofcash and 4,000,000 shares of our common stock valued at an$.60 ~~exercise~~per ~~price~~share for a minority equity interest in a group of ~~$.25~~16 ~~per~~small ~~share.~~wind ~~This~~farms ~~warrant~~collectively ~~does~~known and ~~not~~managed ~~require~~as ~~any~~CHI ~~additional~~Energy. ~~performance~~Further ~~for~~detailed ~~service~~information ~~after~~on ~~the~~these ~~grant~~wind ~~date,~~farms ~~therefore~~and a description of the ~~entire~~minority ~~value~~equity ofinterests ~~this~~in ~~grant~~them ~~was~~is ~~recognized~~contained ~~during~~in ~~the~~Item ~~six~~2 (Management’s ~~months~~Discussion ~~ended~~and ~~December~~Analysis ~~31,~~of ~~2009~~Financial Condition and Results of Operations) following in this quarterly report.

InAcquisition ~~September 2009, we granted five-year warrants to three directors, two former directors and a former executive officer to purchase a total~~ of ~~18,750,000~~Boreal shares of our common stock at an exercise price of $.20 per share. These warrants do not require any additional performance of service after the grant date, therefore the entire value of these grants were recognized during the six months ended December 31, 2009.Assets

~~During~~In ~~the~~February ~~six-month~~2008, ~~period~~we acquired ~~ended~~assets ~~December~~from ~~31,~~Boreal ~~2009~~Energy, weInc. ~~granted~~(“Boreal”) ~~five-year~~consisting ~~warrants~~primarily toof ~~three~~a “pipeline” ~~unaffiliated~~of ~~lenders~~proposed toprojects ~~purchase~~in avarious ~~total~~stages of ~~500~~development,~~000~~ ~~shares~~and ofother assets ~~our~~exchanged ~~common~~by ~~stock~~Boreal atwith ana ~~exercise~~third ~~price~~party prior to the final closing of this ~~$.20~~acquisition ~~per~~in ~~share~~September 2008. These ~~warrants~~Boreal assets were ~~fully~~purchased ~~vested~~by onus ~~the~~in consideration ~~grant~~for ~~date~~28,500,000 ~~therefore~~shares ~~the~~of ~~entire~~unregistered ~~value~~common stock of ~~these~~Wind ~~grants~~Energy America ~~were~~Inc. ~~recognized~~There ~~during~~was ~~the~~no ~~six~~material ~~months~~relationship ~~ended~~between ~~December~~Boreal 31and Wind Energy America Inc. or their respective officers, ~~2009~~directors or affiliates prior to this transaction.

OnThrough ~~November~~an ~~11,~~exchange transaction ~~2009~~conducted weby ~~awarded~~Boreal ~~stock~~prior ~~options~~ to ~~our~~the ~~Chief~~final ~~Executive~~closing ~~Officer~~of ~~and~~the ~~Chief~~Boreal ~~Development Officer~~asset purchase, ~~both~~we ofacquired ~~whom~~the ~~had~~Midwest ~~been~~Center ~~appointed~~for toWind ~~our~~Energy ~~Board~~(“MCWE”) ofand ~~Directors~~adjoining 160 onacres ~~October 2, 2009. We also awarded stock options to our Chief Financial Officer. Each~~ of ~~these~~land ~~three~~in ~~officers~~Lincoln ~~received~~County, aMinnesota, ~~quantity~~four ofGamesa ~~stock~~wind ~~options~~turbines inhaving aggregate ~~the~~rated ~~amount~~capacity of ~~one-twelfth of the total number of shares~~5.6MW, ~~warrants~~ and ~~options~~the ~~outstanding~~Viking asWind ofFarm ~~October~~project 1in Martin County, ~~2009~~Minnesota. ~~and~~For ~~would~~a ~~carry~~more andetailed ~~exercise~~description ~~price~~ of ~~$0.20~~this ~~per~~Boreal ~~share~~asset purchase, ~~which~~the ~~was~~assets ~~our~~acquired ~~closing~~and ~~stock~~exchanged ~~price~~thereby, onand the ~~grant~~accounting treatment ~~date. Twenty percent~~ of ~~these~~the ~~options~~transaction, ~~would~~see ~~vest on~~ the ~~grant~~following ~~date. The~~Item ~~remaining~~2 ~~eighty percent~~ of ~~these~~this ~~options~~quarterly ~~would~~report as ~~become~~well ~~exercisable~~as ~~ratably~~our ~~over~~annual areport ~~48-month~~filed ~~period~~with ~~starting~~the SEC on ~~the~~Form ~~grant~~10-K ~~date. These~~and ~~options~~Form ~~expire~~10-K/A for at the ~~end~~fiscal ofyear ~~five~~ended ~~years. Since~~June ~~these~~30, ~~options have a service requirement~~2009, ~~the~~which ~~cost~~can ~~of these options will~~ be ~~recognized~~accessed onat ~~the same basis as their vesting schedule described above~~www.sec.gov.

~~Income~~Acquisition ~~Taxes~~of Zachary Ridge, LLC and LJ Trust, LLC

WeOn ~~account~~November ~~for~~10, ~~income~~2009, ~~taxes~~we acquired in100% ~~accordance~~ownership ~~with~~of ~~ASC~~Zachary ~~740~~Ridge, ~~which~~LLC ~~provides~~and ~~that~~LJ ~~deferred~~Trust, ~~income~~LLC. ~~tax~~These ~~assets~~LLC’s hold the power purchase agreements, interconnect agreements and ~~liabilities~~land leases that are ~~computed~~an ~~annually~~integral ~~for~~part ~~differences~~needed ~~between~~to ~~the~~complete ~~financial~~commissioning ~~statement~~of ~~and~~the ~~income~~4.0 ~~tax~~MW project ~~bases~~obtained as part of ~~assets~~the ~~and~~Boreal ~~liabilities~~asset ~~that~~acquisition. ~~will~~As ~~result~~part inof ~~taxable~~this acquisition, orwe ~~deductible~~assumed ~~amounts~~all inoutstanding ~~the~~loans ~~future~~of ~~based~~the onLLC’s ~~enacted~~and ~~tax~~paid ~~laws~~an additional ~~and~~$605,000 ~~rates~~in ~~applicable~~cash. Subsequent to ~~the~~this ~~periods~~acquisition, inone ~~which~~of the ~~differences~~two ~~are~~2.0 MW ~~expected~~turbines tohas ~~affect~~been ~~taxable~~commissioned ~~income.~~and ~~The~~began ~~valuation~~generating ~~allowances~~power ~~have~~in ~~been~~January ~~recognized~~2010, with asthe ~~equal~~other toturbine ~~the~~expected ~~income~~to ~~tax~~be ~~benefits~~commissioned induring calendar ~~order~~year to2010 ~~reduce~~once ~~the~~needed ~~deferred~~repairs ~~tax~~and ~~assets~~testing toare ~~zero~~completed.

~~Common~~Item ~~Stock~~2. Management’s ~~Sales~~Discussion and Analysis of Financial Condition and Results of Operations

~~During~~Description ~~the six months ended December 31, 2009, we sold a total~~ of ~~4,833,460~~Business ~~unregistered common shares to various accredited investors in private placement transactions for aggregate proceeds of $526,170, resulting in an average price of $.11 per share.~~

~~Satisfaction~~Since early 2007, we have been engaged solely in the wind power segment of ~~Note~~the renewable energy industry. We own, either through wholly-owned subsidiaries, or through minority equity interests, portions of 59.1 megawatts (MW) of nameplate wind generating capacity. Through wholly-owned subsidiaries, we had 2.0MW in operation and 2.0MW of this capacity under construction as of March 31, 2010 in Osceola County, Iowa. Also through wholly-owned subsidiaries, we had 0.8MW in operation and 0.8MW of this capacity under construction in Lincoln County, Minnesota as of March 31, 2010. We also own, through a wholly-owned subsidiary, minority equity interests in three wind farms in Minnesota in an active wind energy production region called Buffalo Ridge. These projects in which we own minority equity interests have a capacity of 53.5MW. We will not receive any material revenue from these minority equity interests until these projects reach certain milestones, the projects reach their “flip” dates, and our minority equity interests are converted into larger percentage ownership.

As of June 30, 2009 we had borrowed $94,152 from an individual lender at 9% per annum on an unsecured promissory note, which loan was callable by the lender upon 30 days notice to us. As of September 15, 2009, the outstanding principal balance and accrued interest of this loan was $95,917. All principal and accrued interest of this loan was satisfied in full by us in September 2009 through issuance of 753,216 shares of our restricted common stock to the lender, approximately $.127 per share. History

~~Loss~~Operations ~~per~~Prior ~~Common~~to ~~Share~~Entering the Wind Power Business

~~Basic~~Wind ~~loss~~Energy ~~per~~America, ~~common~~Inc. (formerly ~~share~~Dotronix, isInc), ~~computed~~and by(“the ~~dividing~~Company”), ~~net~~was ~~loss~~founded byin 1980 as a Minnesota corporation. The Company changed control in January, 2007 and since then has focused its efforts entirely on the ~~weighted~~development ~~average~~and ~~number~~acquisition of wind ~~common~~energy ~~shares~~assets ~~outstanding~~for electric power production. ~~Diluted~~As ~~loss~~Dotronix, ~~per~~Inc., ~~common~~we designed ~~share~~manufactured isand ~~not~~marketed ~~shown~~cathode ray tube (“CRT”) displays, aswhich ~~the~~CRT business ~~exercise~~was ofdiscontinued ~~stock~~in ~~options~~2005 ~~and~~when ~~warrants~~it ~~using~~became ~~the~~unprofitable. ~~treasury~~In ~~stock~~2006 ~~method~~we acquired ~~are~~PuraMed ~~dilutive~~products toand ~~the~~created ~~computation~~PuraMed ofBioScience, ~~loss~~Inc. ~~per~~(“PuraMed”) ~~share~~as a subsidiary which was spun-off on April 12, 2007. PuraMed now trades separately as a publicly held company.

~~Recent~~Grand ~~Accounting~~Sierra ~~Pronouncements~~Resort Corp.

In ~~June~~July ~~2009,~~2006 ~~the~~we ~~Financial~~formed ~~Accounting~~a Minnesota ~~Standards~~corporate ~~Board~~subsidiary, ~~(“FASB”)~~Grand ~~issued~~Realty anGroup ~~update~~Inc., for the purpose of acquiring ~~Accounting~~an ~~Standards~~equity ~~Codification~~interest ~~105,~~in ~~“Generally~~Grand ~~Accepted~~Sierra ~~Accounting~~Resort ~~Principles”~~Corp. (“~~ASC~~Grand ~~105~~Sierra”), ~~which~~a private ~~establishes~~company ~~the~~incorporated ~~FASB~~in ~~Accounting~~Nevada. ~~Standards~~Grand ~~Codification~~Sierra TMpurchased (the ~~“ASC”). The~~Reno ~~ASC~~Hilton Hotel/Casino iscomplex ~~the~~in ~~sole~~Reno, ~~source~~Nevada ofin ~~authoritative~~June ~~U.S.~~2006 ~~generally~~from ~~accepted~~Harrah’s ~~accounting~~Entertainment Inc. ~~principles~~and ~~(“GAAP”)~~promptly ~~recognized~~changed byits ~~the~~name ~~FASB~~ to beGrand ~~applied~~Sierra byResort ~~nongovernmental~~& ~~entities~~Casino. ~~The~~ ~~ASC~~This Grand ~~superseded~~Sierra ~~all~~complex ~~then-existing~~includes ~~non-SEC~~a ~~accounting~~large casino gaming area, hotel rooms, many condominium units, and ~~reporting~~various ~~standards~~retail businesses. ~~All~~Through ~~other~~certain ~~non-grandfathered,~~warrant rights ~~non-SEC~~held ~~accounting~~by ~~literature~~the ~~not~~Company, ~~included~~the Company in ~~the~~2006 ~~ASC~~purchased isa nototal ~~longer~~of ~~authoritative.~~1,037,500 shares ~~While~~of ~~the~~Grand ~~ASC~~Sierra ~~does~~common ~~not~~stock ~~change~~for ~~GAAP~~$415,000 itrepresenting ~~introduces~~approximately aan ownership ~~new~~of ~~structure~~1% ~~that~~of ~~reorganizes~~Grand ~~the~~Sierra. ~~GAAP~~Although ~~pronouncements~~we ~~into~~continue ~~accounting~~to ~~topics.~~hold ~~All~~its ~~content~~common ofstock ~~the~~interest ~~ASC~~in ~~carries~~Grand ~~the~~Sierra, ~~same~~a recent ~~level~~impairment evaluation of ~~authority. The~~this ~~ASC~~asset ishas ~~effective~~resulted ~~for~~in our ~~financial~~Grand ~~statements~~Sierra investment asbeing ofwritten ~~September~~down ~~30,~~to ~~2009~~zero.

WeEntry ~~have~~into ~~reviewed~~the ~~certain~~Wind ~~other~~Energy ~~recent accounting pronouncements and determined that they will have no present or future impact on our business.~~Business

FIn early 2007, we purchased a $200,000 equity interest in Averill Wind, LLC. ~~History~~ a Minnesota company. Averill is a 10MW wind farm near Fargo/Moorhead, Minnesota, a region of the country that is favorable for electricity generation through wind power. We have been in discussion with the principal equity owners of Averill regarding possible financing and development of Averill.

~~Operations~~In ~~Prior~~May 2007, we invested $100,000 in an Interconnection System Impact Study to ~~Entering~~potentially connect 300MW of wind generated electricity to Excel Energy’s ZULU substation in southeast Lincoln County, Minnesota. We must supply 50% of the ~~Wind~~capital ~~Power~~to ~~Business~~become an equal partner in the proposed 300MW wind farm. This ZULU wind farm cannot be developed until a planned large power transmission line is completed from Minneapolis to Buffalo Ridge. In the nine months ended March 31, 2010 we recognized an impairment expense and wrote the carrying value of this project on our books to zero as we believe it is unlikely we will realize any value from this project.

~~Wind~~During ~~Energy~~the ~~America~~second half of calendar 2007, we purchased from Northern Alternative Energy Inc. ~~(formerly~~its subsidiary ~~Dotronix,~~Northern ~~Inc),~~Alternative ~~and~~Energy Shaokatan LLC (“~~the Company~~Shaokatan”), ~~was~~which ~~founded~~we paid for in ~~1980~~two asportions; $2,300,000 in cash for a minority equity interest in two wind farms in Minnesota ~~corporation.~~called ~~The~~Shaokatan ~~Company~~Hills ~~changed~~and ~~control~~Lakota Ridge, and $200,000 in ~~January~~cash and 4,000,000 ~~2007~~shares of our common stock valued at $.60 per share for a minority equity interest in a group of 16 small wind farms collectively known and ~~since~~managed ~~then~~as ~~has~~CHI ~~focused~~Energy. ~~its~~These ~~efforts~~three ~~entirely~~wind farms lie on ~~the~~Buffalo ~~development~~Ridge, which is in southwestern Minnesota and ~~acquisition~~which contains a prime wind regime in the USA for efficient generation of electricity from wind power turbines, and is well-known in the alternative energy ~~assets~~industry for ~~electric~~its ~~power~~high ~~production~~and consistent wind speeds. AsTogether, ~~Dotronix~~Shaokatan Hills and Lakota Ridge, ~~Inc~~contain 33 modern wind turbines having a total rated power capacity of 23MW. We have only a negligible revenue or profit sharing percentage interest until the ownership of the minority equity interests convert into 80% ownership of the two wind farms. Over the past few years, wethese ~~designed~~33 ~~manufactured~~turbines ~~and~~have ~~marketed~~generated ~~cathode~~electricity ~~ray~~at ~~tube~~an average annual rate of 68,300,000 kilowatt hours (~~“CRT”~~kwh). ~~displays,~~CHI Energy is 16 separate small wind farms which ~~CRT~~are ~~business~~managed ~~was~~and ~~discontinued~~maintained incollectively ~~2005~~and contains ~~when~~46 itmodern ~~became~~wind ~~unprofitable.~~turbines Inhaving ~~2006~~a wetotal ~~acquired~~rated ~~PuraMed~~power ~~products~~capacity of 30.36MW, and ~~created~~for ~~PuraMed~~the ~~BioScience~~past several years they have generated electricity at an average annual rate of 93,000,000 ~~Inc.~~kilowatt hours (~~“PuraMed”~~kwh). asWe awill ~~subsidiary~~not begin to receive any material revenues until they “flip” which ~~was~~we ~~spun-off~~estimate onwill ~~April~~begin happening 12during the fourth quarter of calendar year 2010, ~~2007.~~after ~~PuraMed~~which ~~now~~our revenue ~~trades~~interest ~~separately~~will asconvert ato ~~publicly~~30% ~~held~~and ~~company~~eventually to 49% when certain debt on the wind farms is satisfied.

~~Grand~~In ~~Sierra~~February ~~Resort~~2008, ~~Corp~~we purchased various wind energy assets from Boreal Energy Inc. (“Boreal”) for 28,500,000 of our common shares. Push down accounting was utilized to value the tangible assets of Boreal conservatively at a market value of $9,084,503. The major tangible asset of Boreal was its minority equity interest in Navitas Energy, Inc. which was valued at $11,384,721, and incident to the purchase of Boreal assets, this investment in Navitas was exchanged for assets of Navitas. The principal Boreal shareholders have since liquidated a majority of our common shares they obtained when the Boreal assets were sold to us, and they are no longer involved with us and our business. We did not absorb the personnel or operations of Boreal in the transaction, nor did we assume any liabilities of Boreal.

In ~~2006,~~exchange ~~we purchased~~ for ~~$415,000~~the aminority interest ~~total~~in ofNavitas ~~1,037,500~~we ~~shares~~received oftwo ~~common~~turbines ~~stock~~and ofrelated ~~Grand~~electric ~~Sierra~~generating equipment ~~Resort~~with ~~Corp~~a 4.0MW ~~(“Grand~~capacity ~~Sierra”), resulting~~ in anOsceola ~~ownership~~County, ~~interest~~Iowa invalued ~~Grand~~at ~~Sierra~~$4,752,000, and oftwo ~~slightly~~turbines ~~less~~with ~~than~~ 1%.6MW ~~Grand~~capacity ~~Sierra~~and iselectric agenerating ~~private~~equipment ~~company incorporated~~ in Lincoln ~~the~~County, ~~State~~Minnesota ofvalued ~~Nevada~~at $2,019,600. WeOther ~~accounted~~assets ~~for~~transferred include ~~our~~160 ~~investment~~acres of land in ~~Grand~~Lincoln ~~Sierra~~County, ~~using~~Minnesota ~~the~~valued ~~cost~~at ~~method.~~$320,000, ~~During~~a building ~~the~~with ~~past~~repair ~~fiscal~~facilities ~~year~~and ~~ended~~eight ~~June~~motel 30rooms, ~~2009,~~a welarge ~~recorded~~meeting anroom, and ~~impairment~~offices ~~expense~~valued ofat $~~400~~1,~~000~~992,905. ~~regarding~~A ~~our~~100MW ~~Grand~~project ~~Sierra~~in ~~investment. During~~ the ~~three~~preliminary development ~~months~~phase ~~ended~~referred ~~December~~to ~~31,~~as ~~2009,~~the weViking ~~recorded~~Wind anEnergy ~~impairment~~Project ~~expense~~in ~~for the remaining $15~~Martin County,~~000~~ ~~carrying~~Minnesota ~~value~~was ofvalued ~~our~~at ~~investment in Grand Sierra Resort Corp~~$583,250.

~~Entry~~Current ~~into~~Strategy ~~the Wind Energy Business~~

~~Averill~~Our ~~Wind~~current ~~Farm~~strategy is to create value by:

In• ~~early~~completing ~~2007,~~construction weand ~~entered~~commissioning ~~into~~of our ~~first~~remaining ~~transaction~~2.0MW tounder ~~engage~~construction in ~~the~~Osceola ~~industry~~County, Iowa • completing construction and commissioning of ~~generating~~our ~~electricity~~remaining ~~from~~0.8MW ~~wind~~under ~~power~~construction ~~turbines~~in Lincoln County, ~~which~~Minnesota ~~consisted~~• ofassuring ~~our~~the ~~purchase~~“flip” ofevents ain ~~$200,000~~the ~~equity~~three ~~interest~~projects in ~~Averill~~which ~~Wind,~~we ~~LLC~~own minority equity interests on Buffalo Ridge, aMinnesota ~~10MW~~• ~~wind~~developing ~~farm~~our ~~under~~current pipeline of early-stage wind power development projects in Minnesota, ~~near~~Pennsylvania ~~Fargo/Moorhead.~~and WeWyoming ~~still~~• ~~own~~developing aother ~~minority~~early-stage ~~interest~~wind inpower ~~the~~development ~~Averill~~projects ~~Wind~~that ~~Farm~~are ~~project~~currently ~~and~~under ~~intend~~negotiation to• ~~develop~~selling itselected ~~into~~assets anwhich ~~operating~~may ~~wind~~be ~~energy~~more ~~project~~valuable ifto ~~preliminary~~certain ~~evaluations~~buyers ~~justify~~than ~~continuance~~they ofare ~~our~~to ~~development~~us ~~efforts.~~on a case-by-case basis

~~Shaokatan~~We ~~Hills/Lakota~~intend to use our current assets as a starting point from which to develop, acquire, build and operate a large and diversified portfolio of profitable wind energy assets. Since early 2007, we have acquired substantial wind farm assets including interests in operating wind farms, wind farms under construction and wind farms in various stages of design and development. Currently, our wind energy assets are located primarily along Buffalo Ridge, a geological formation which extends southeasterly from eastern South Dakota across southwestern Minnesota and ~~CHI~~into northwestern ~~Energy~~Iowa. ~~Wind~~Buffalo ~~Farms~~Ridge is well-known in the alternative energy industry for its high quality wind energy resources. We also have early-stage wind development projects in Minnesota, Pennsylvania and Wyoming and are negotiating with landowners in other states to develop additional wind power projects. Attractive wind power projects have a combination of good wind resources, attractive electricity prices, lack of local political opposition, few, if any, environmental sensitivities, available transmission and willing landowners.

~~During~~Comparison ~~the second half~~ of ~~calendar~~Three-Month ~~2007,~~Periods Ended weMarch ~~purchased from Northern Alternative Energy Inc. its subsidiary Northern Alternative Energy Shaokatan LLC (“NAE Shaokatan”)~~31, ~~for~~2010 ~~which we paid a total of $2,500,000 in cash~~ and 4,000,000 shares of our common stock valued at $.60 per share. From this purchase, we obtained the “developer’s interest” in two groups of wind farms in Minnesota on Buffalo Ridge, the first group being two adjoining wind farms known as Shaokatan Hills and Lakota Ridge and the second group consisting of 16 small wind farms collectively known and managed as CHI Energy. Further detailed information on these wind farms and a description of the developer’s stakes in them is contained in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) following in this quarterly report. 2009

~~Acquisition of Boreal Assets~~Revenues

InDuring the ~~February~~three ~~2008,~~months weended ~~acquired~~March ~~assets~~31, ~~from Boreal Energy~~2010, ~~Inc.~~we ~~(“Boreal”)~~commissioned ~~consisting~~and ~~primarily~~placed ofinto service a ~~“pipeline”~~2.0MW ofwind ~~proposed~~turbine ~~projects~~ in ~~various~~Osceola ~~stages of development~~County, Iowa and ~~other~~a ~~assets~~0.8MW ~~exchanged~~turbine byin ~~Boreal~~Lincoln County, ~~with~~Minnesota. aWhile ~~third~~these ~~party~~turbines ~~prior~~are toin ~~the~~a ~~final~~“break-in” ~~closing~~period ofin ~~this~~order ~~acquisition~~to get inthem ~~September~~operating ~~2008.~~at ~~These~~full ~~Boreal~~capacity, ~~assets~~we ~~were~~did ~~purchased~~earn by$12,472 us in ~~consideration~~revenue ~~for~~from electricity ~~28,500,000~~sales ~~shares~~during ofthe ~~unregistered~~three ~~common~~months ~~stock~~ended ofMarch ~~Wind~~31, ~~Energy America Inc~~2010. ~~There~~We ~~was~~did nonot ~~material~~have any ~~relationship~~operating ~~between~~wind ~~Boreal~~projects ~~and~~during ~~Wind~~the ~~Energy~~three ~~America~~months ~~Inc.~~ended orMarch ~~their respective officers~~31, ~~directors or affiliates prior to this transaction~~2009.

~~Through~~We also anrecognized ~~exchange~~$14,176 ~~transaction~~in ~~conducted~~rental byincome ~~Boreal~~from ~~prior~~our tolodging ~~the~~and ~~final~~meeting ~~closing~~facility at of the ~~Boreal asset purchase, we acquired the~~ Midwest Center for Wind Energy (“MCWE”) ~~and~~during ~~adjoining 160 acres in Lincoln County, Minnesota, four Gamesa wind turbines having aggregate rated capacity of 5.6MW, and~~ the ~~Viking~~three ~~Wind~~months ~~Farm~~ended March ~~project in Martin County~~31, ~~Minnesota~~2010. ~~For~~This ais ~~more~~an ~~detailed~~improvement ~~description~~over ~~of this Boreal asset purchase,~~ the ~~assets~~three ~~acquired~~months ~~and~~ended ~~exchanged~~March ~~thereby~~31, 2009 ~~and~~due ~~the~~to ~~accounting~~stronger ~~treatment~~meeting ofand ~~the~~lodging ~~transaction,~~volume ~~see the following Item 2 of this quarterly report as well as our annual report filed with the SEC on Form 10-K~~ and ~~Form~~price ~~10-K/A for the fiscal year ended June 30, 2009, which can be accessed at www~~increases.~~sec.gov.~~

~~Acquisition~~Operating Expenses of ~~Zachary~~Wind ~~Ridge LLC and LJ Trust LLC~~Projects

OnOperating expenses ~~November 10, 2009, we acquired 100% ownership~~ of ~~Zachary~~wind ~~Ridge~~projects ~~LLC~~include operating and LJmaintenance ~~Trust LLC. These LLC’s hold the power purchase agreements~~expenses, ~~interconnect agreements~~ insurance and ~~land~~administrative ~~leases~~costs ~~that~~directly ~~are~~related ~~an integral part needed~~ to ~~complete~~wind ~~commissioning~~projects ofwhich ~~the~~have ~~4.0~~been placed MWin ~~project obtained as part of the Boreal Asset Acquisition~~service. As ~~part~~We ofincurred ~~this acquisition~~$6,543 wein ~~assumed~~operating ~~all~~expenses ~~outstanding~~for ~~loans~~wind ofprojects during the ~~LLC’s~~three ~~and~~months ~~paid~~ended anMarch ~~additional $605~~31,~~000~~ in2010 ~~cash. Subsequent~~for ~~to this acquisition, one of~~ the two ~~2.0 MW~~ turbines ~~has~~which have been ~~commissioned~~placed ~~and will begin generating power~~ in ~~January~~service. ~~2010~~Since ~~with~~there ~~the~~were ~~other~~no ~~turbine~~turbines ~~expected~~placed ~~to be commissioned~~ in service during the ~~first~~three ~~half~~months ofended ~~calendar~~March ~~year~~31, ~~2010~~2009, ~~once~~we ~~needed~~did ~~repairs~~not ~~and~~have ~~testing~~any ~~are~~expenses ~~completed~~during that period.

~~Item~~Depreciation ~~2. Management’s Discussion~~ and ~~Analysis~~Amortization of ~~Financial~~Wind ~~Condition and Results of Operations~~Projects

~~Description~~When a wind turbine is placed in service, the capitalized cost of ~~Business~~that turbine is depreciated over a 20 year period on a straight line basis. During the three months ended March 31, 2010, we recognized $34,367 in depreciation and amortization expense related to operating wind projects. Since we had no operating wind projects during the three months ended March 31, 2009, we had no such expense during that period.

~~Since~~General early 2007, we have been engaged solely in the wind power segment of the renewable energy industry. We own, either through wholly-owned subsidiaries, or through “developer’s interests”, portions of 59.2MW of nameplate wind generating capacity. Through wholly-owned subsidiaries, 4.0MW of this wind energy generating capacity was under construction as of December 31, 2009 in Osceola County, Iowa. Also through a wholly-owned subsidiary, we had 1.6MW of this capacity under construction in Lincoln County, Minnesota as of December 31, 2009. We also own “developer’s interests” in two groups of wind farms in Minnesota in an active wind energy production region called Buffalo Ridge. These projects in which we own a “developer’s interest” have a capacity of 53.5MW. We will not receive any material revenue from these developer’s interests until these projects reach certain milestones, the projects reach their “flip” dates, and ~~our~~Administrative ~~developer’s interests are converted into larger percentage ownership.~~ Expenses

~~History~~General and administrative expenses relate to the cost of operating the MCWE, employee expenses including compensation and other employee related costs, and other administrative costs. These expenses in the three months ended March 31, 2010 were $261,701 higher than in the comparable 2009 period. Virtually the entire amount of this increase is attributable to employee expenses. In November 2009 we hired as full time employees three executives in the positions of Chief Executive Officer, Chief Development Officer and Chief Financial Officer. There were no employees in the three months ended March 31, 2009. Included in the figures for the three months ended March 31, 2010 is $96,255 in option expenses for these three employees. Each of these three officers received a quantity of stock options in the amount of one-twelfth of the total number of shares, warrants and options outstanding as of October 1, 2009 and carry an exercise price of $0.20 per share, which was our closing stock price on the grant date. Twenty percent of these options vested on the grant date. The remaining eighty percent of these options will become exercisable ratably over a 48-month period starting on the grant date. These options expire at the end of five years. The cost of these options are being recognized on the same basis as their vesting schedule described above. There was no such employee option expense in the 2009 comparable period.

~~Operations~~Professional ~~Prior to Entering the Wind Power Business~~Fees

~~Wind~~Professional ~~Energy~~fees ~~America,~~relate ~~Inc.~~to third-party ~~(formerly~~legal ~~Dotronix, Inc),~~ and ~~(“the~~accounting ~~Company”),~~services ~~was~~provided ~~founded~~to ~~in 1980 as a Minnesota corporation~~us. ~~The~~In ~~Company changed control in January, 2007 and since then has focused its efforts entirely on~~ the ~~development~~three ~~and~~months ended ~~acquisition~~March ~~of wind energy assets for electric power production. As Dotronix~~31, ~~Inc.,~~2010 weour ~~designed~~total ~~manufactured~~professional ~~and~~fees ~~marketed~~was ~~cathode ray tube (“CRT”) displays~~$24,163 ~~which~~higher ~~CRT~~than ~~business~~the comparable ~~was~~period ~~discontinued~~ in ~~2005 when it became unprofitable~~2009. InThe ~~2006~~higher weexpenses ~~acquired~~are ~~PuraMed~~due ~~products~~to ~~and~~increased ~~created PuraMed BioScience~~legal, accounting ~~Inc.~~and ~~(“PuraMed”)~~auditing ~~as a subsidiary which was spun-off on April 12, 2007~~fees. ~~PuraMed now trades separately as a publicly held company.~~

~~Grand~~Management ~~Sierra Resort Corp.~~ Fees

InManagement ~~July~~fees ~~2006~~relate weto cash ~~formed~~and aother ~~Minnesota~~compensation ~~corporate~~paid ~~subsidiary,~~to ~~Grand~~non-employees ~~Realty Group Inc.,~~ for ~~the~~certain ~~purpose~~management ofand financing ~~acquiring an equity interest in Grand Sierra Resort Corp~~services. ~~(“Grand~~Some ~~Sierra”),~~of athese ~~private~~service ~~company~~providers ~~incorporated~~are incurrent ~~Nevada.~~members ~~Grand~~of ~~Sierra~~our Board ~~purchased~~of ~~the Reno Hilton Hotel/Casino complex in Reno~~Directors, ~~Nevada~~past inmembers ~~June~~of ~~2006~~our ~~from~~Board ~~Harrah’s~~of ~~Entertainment Inc. and promptly changed its name to Grand Sierra Resort & Casino. This Grand Sierra complex includes a large casino gaming area~~Directors, ~~hotel~~as ~~rooms,~~well ~~many~~as ~~condominium units, and various retail businesses~~other third-parties. ~~Through~~For ~~certain warrant rights held by~~ the ~~Company,~~three ~~the~~months ~~Company~~ended inMarch ~~2006 purchased a total of 1~~31,~~037,500~~ ~~shares~~2010 ofthe ~~Grand~~management ~~Sierra~~fees were ~~common stock for~~ $~~415~~11,~~000~~180 ~~representing~~lower ~~approximately~~than anthey ~~ownership~~were ofin 1%the ofcomparable ~~Grand~~2009 ~~Sierra~~period. ~~Although~~The ~~we continue to hold its common stock interest~~ decrease in ~~Grand~~these ~~Sierra,~~expenses ais ~~recent~~due ~~impairment~~to ~~evaluation~~the ofreduced ~~this~~effort ~~asset~~devoted ~~has resulted in our Grand Sierra investment being written down~~ to ~~zero.~~financing activities.

~~Entry~~Included ~~into~~in management fees is the ~~Wind~~management ~~Energy~~and ~~Business~~consulting agreement between us and our Chairman of the Board. Under this agreement, our Chairman earns $15,000 per month for management and consulting services, therefore, during the three months ended December March 31, 2010, we recognized $45,000 in expense under this agreement. There was no similar expense during the comparable 2009 period. The entire amount is deferred and is payable at the earlier of the end of calendar year 2010 or when we have sufficient available funds to pay this liability. The full details of this agreement are included as an exhibit to Form 8-K filed with the Securities and Exchange Commission on July 9, 2009.

InInterest early 2007, we purchased a $200,000 equity interest in Averill Wind, LLC. a Minnesota company. Averill is a 10MW wind farm near Fargo/Moorhead, Minnesota, a region of the country that is favorable for electricity generation through wind power. We have been in discussion with the principal equity owners of Averill regarding possible financing and development of Averill. Income

InOur ~~May~~interest ~~2007,~~income weis entirely ~~invested~~earned ~~$100,000~~from inour anMortgage ~~Interconnection~~Receivable ~~System~~on ~~Impact~~the ~~Study~~MCWE. toThis ~~potentially~~mortgage receivable ~~connect~~has ~~300MW~~a ofprincipal ~~wind~~balance ~~generated~~of ~~electricity~~$1.6 tomillion, ~~Excel~~carries ~~Energy’s~~a ~~ZULU~~coupon ~~substation~~of ~~in southeast Lincoln County~~7.5%, pays ~~Minnesota.~~us Wea ~~must~~monthly ~~supply~~interest-only ~~50%~~amount of ~~the~~$10,000 ~~capital~~and tois ~~become~~due ~~an equal partner~~ in ~~the proposed 300MW wind farm~~2023. ~~This~~The amount ~~ZULU~~of ~~wind~~interest ~~farm~~earned ~~cannot~~on bethis ~~developed~~Mortgage ~~until~~Receivable ain ~~planned large power transmission line is completed from Minneapolis to Buffalo Ridge. In~~ the three months ended March ~~December~~ 31, ~~2009~~2010 wewas ~~recognized~~approximately anequal ~~impairment~~to ~~expense~~that ~~and~~earned ~~wrote~~in the ~~carrying~~comparable ~~value of this project on our books to zero as we believe it is unlikely we will realize any value from this project~~2009 period.

OnWarrant August 30, 2007, we purchased wind energy assets from Northern Alternative Energy, Inc., for $2.3 million in cash. These wind energy assets consist of an LLC which owns the developer’s stake in two wind farms on Buffalo Ridge in Lincoln County, Minnesota. Buffalo Ridge in southwestern Minnesota is a prime wind regime in the USA for efficient generation of electricity from wind power turbines, and isDebt ~~well-known~~Discount in the alternative energy industry for its high and consistent wind speeds. Known as Shaokatan Hills and Lakota Ridge, these two wind farms contain 33 modern wind turbines having a total rated power capacity of 23MW. We have only a negligible revenue or profit sharing percentage interest until the ownership of the developer’s stake converts into 80% ownership of the two wind farms. Over the past few years, these 33 turbines have generated electricity at an average annual rate of 68,300,000 kilowatt hours (kwh). Expense

InWarrant ~~2007~~and wedebt ~~also~~discount expense ~~completed~~is ~~acquiring~~expense ~~the~~recognized ~~developer’s~~for ~~stake~~the ingranting ~~CHI Energy, a group~~ of 16warrants ~~separate small wind farms which are managed~~ and ~~maintained~~options ~~collectively~~related to ~~and~~the ~~contain~~issuance 46of ~~modern~~convertible ~~wind~~notes ~~turbines having a total rated power capacity of 30~~payable.~~36MW.~~ ~~Virtually~~During ~~all~~the ofthree ~~these~~months ~~CHI~~ended March ~~Energy wind farms are located on Buffalo Ridge in Lincoln County~~31, ~~Minnesota~~2010, ~~and~~we ~~for~~granted ~~the~~625,000 ~~past~~options ~~several~~with ~~years~~no ~~they~~termination ~~have~~date ~~generated~~with ~~electricity at~~ an exercise ~~average~~price ~~annual rate~~ of ~~93,000,000 kilowatt hours (kwh)~~$0.25 Weper ~~will~~share ~~not begin~~ to ~~receive~~the ~~any~~holder ~~material~~of ~~revenues~~one ~~until~~of ~~they~~our ~~“flip”~~convertible ~~which~~notes payable. weThe ~~estimate~~value ~~will~~of ~~begin~~these ~~happening~~options ~~during~~using ~~2010,~~the ~~after~~Black-Scholes ~~which~~formula ~~our~~was $48,805. ~~revenue~~There ~~interest~~was ~~will~~no ~~convert~~such toexpense ~~30%~~during ~~and eventually to 49% when certain debt on~~ the ~~wind~~comparable ~~farms~~2009 ~~is satisfied~~period.

InInterest February 2008, Boreal Energy Inc. (“Boreal”) obtained a majority interest (58%) of the Wind Energy America Inc. at the time we acquired Boreal’s wind energy assets for 28,500,000 of our common shares. Push down accounting was utilized to value the tangible assets of Boreal conservatively at a market value of $9,084,503. An unaudited financial statement of Boreal at June 30, 2008 would have reflected assets of $11,550,376, equity of $8,337,673, revenues of $1,456,526 and a net loss $(1,716,034). The major tangible asset of Boreal was its investment in Navitas Energy, Inc. which was valued at $11,384,721. During 2008 this Navitas ownership interest was exchanged for assets of Navitas. The principal Boreal shareholders have since liquidated a majority of our common shares they obtained when the Boreal assets were sold to us, and they are no longer involved with us and our business. We did not absorb the personnel or operations of Boreal in the transaction, nor did we assume any liabilities of Boreal.Expense

~~Incident~~Interest toexpense anis recognized ~~exchange~~on ofnotes ~~assets~~payable byand ~~Boreal~~loans ~~for~~payable ~~its~~on ~~interest~~projects inafter ~~Navitas~~they ~~Energy~~have ~~Inc,~~been placed weinto ~~acquired~~service. ~~these~~When ~~exchanged~~interest ~~assets~~expense inis ~~the~~incurred ~~Boreal~~as ~~asset~~part ~~purchase~~of ~~transaction.~~project construction, Inthen the ~~exchange~~interest weis ~~received~~capitalized ~~two~~as ~~turbines~~part ~~and~~of ~~related~~the ~~electric~~project ~~generating equipment with a 4~~cost.~~0MW~~ ~~capacity~~In the inthree-month ~~Osceola~~period ~~County,~~ended ~~Iowa~~March ~~valuated at $4~~31,~~752,000,~~ ~~two~~2010 ~~turbines~~the ~~with~~amount ~~1.6MW~~of ~~capacity~~interest ~~and~~capitalized was ~~electric generating equipment in Lincoln County, Minnesota valuated at~~ $224,~~019,600~~526. ~~Other~~During ~~assets~~the ~~transferred~~three ~~include~~months ~~160~~ended ~~acres~~March of31, ~~land~~2010 inour ~~Lincoln~~interest ~~County,~~expense recognized ~~Minnesota~~was ~~valued at~~ $~~320~~13,~~000,~~324 ahigher ~~building~~than ~~with~~the ~~repair~~comparable ~~facilities~~2009 ~~and eight motel rooms, a large meeting room, and offices valued at $1,992,905~~period. The ~~remaining~~higher interest ~~value~~expense ofis ~~$583,250~~due ~~was assigned~~ to aincreased ~~100MW~~notes ~~project~~payable into ~~the~~fund ~~preliminary~~our ~~engineering~~operations ~~phase~~plus the ~~referred~~interest toexpense asrecognized ~~the~~on ~~Viking~~our ~~Wind~~projects ~~Energy~~placed ~~Project~~ in ~~Martin County, Minnesota~~service.

WeNet reallocated the value of $11,287,250 in Navitas Energy stock ownership originally assessed to Boreal Energy, Inc. asset acquisition to the assets received above. The exchange was reflected on our June 30, 2008 balance sheet. (loss)

~~Current~~Net ~~Strategy~~loss for the three month period ended March 31, 2010 was $529,643 compared to a net loss of $180,973 for the comparable 2009 period, an increased net loss of $348,670. The increased loss is attributable to higher employee-related costs, higher depreciation expense, higher professional fees, higher warrant and debt discount expense and higher interest expense.

~~Our~~Comparison of ~~current~~Nine-Month ~~strategy~~Periods isEnded toMarch ~~create~~31, ~~value~~2010 ~~by:~~and 2009

Ÿ completing construction and commissioning of our 4.0MW wind project in Osceola County, Iowa Ÿ completing construction and commissioning of our 1.6MW wind project in Lincoln County, Minnesota Ÿ applying for and receiving cash grants from the United States government under the American Recovery and Reinvestment Act (ARRA) of 2009 upon the commissioning of the abovementioned wind power project in Osceola County, Iowa Ÿ assuring the “flip” events in the three projects in which we own a “developer’s interest” on Buffalo Ridge, Minnesota Ÿ developing our current pipeline of early-stage wind power development projects in Minnesota and Pennsylvania Ÿ developing other early-stage wind power development projects that are currently under negotiation Ÿ selling selected assets which may be more valuable to certain buyers than they are to us on a case-by-case basis Ÿ resolve any potential legal disputes arising from the purchase of our assetsRevenues

WeDuring the ~~intend~~nine tomonths ~~use~~ended ~~our~~March ~~current assets as a starting point from which to develop~~31, ~~acquire~~2010, ~~build~~we ~~and~~commissioned ~~operate a large~~ and ~~diversified~~placed ~~portfolio~~into ofservice ~~profitable wind energy assets~~a 0.8MW ~~Since early 2007, we have acquired substantial~~ wind ~~farm~~turbine ~~assets including interests~~ in ~~operating~~Osceola ~~wind farms~~County, ~~wind~~Iowa ~~farms under construction~~ and ~~wind~~a ~~farms~~0.8MW turbine in ~~various~~Lincoln County, ~~stages of design and development~~Minnesota. ~~Currently,~~While ~~our~~these ~~wind~~turbines ~~energy assets~~ are ~~located~~in ~~primarily along Buffalo Ridge,~~ a ~~geological formation which extends southeasterly from eastern South Dakota across southwestern Minnesota and into northwestern Iowa. Buffalo Ridge is well~~“break-~~known~~ in” ~~the~~period ~~alternative~~in ~~energy~~order ~~industry~~to get ~~for~~them ~~its~~operating ~~high~~at ~~quality~~full ~~wind~~capacity, ~~energy~~we ~~resources.~~did Weearn ~~also~~$12,472 ~~have an early-stage wind development project~~ in ~~Pennsylvania~~revenue ~~and~~from electricity ~~are~~sales ~~negotiating~~during ~~with~~the ~~landowners~~nine inmonths ~~other~~ended ~~states~~March to31, ~~develop additional wind power projects~~2010. ~~Attractive~~ ~~wind~~We ~~power~~did ~~projects~~not have any aoperating ~~combination of good~~ wind ~~resources,~~projects ~~attractive~~during ~~electricity~~the ~~prices,~~nine ~~lack~~months ofended ~~local~~March ~~political opposition~~31, ~~few, if any, environmental sensitivities, available transmission and willing landowners~~2009.

InWe also ~~order~~recognized ~~to execute this strategy~~$52,712 ~~Wind~~in ~~Energy~~rental ~~America~~income ~~Inc.~~from ~~hired~~our ~~three~~lodging ~~executives~~and asmeeting ~~full-time~~facility at ~~employees~~the inMidwest ~~November~~Center ~~2009. These~~for ~~executives~~Wind ~~were~~Energy ~~elected~~(“MCWE”) toduring the ~~officer~~nine ~~positions~~months ofended March ~~Chief Executive Officer~~31, ~~Chief Development Officer and Chief Financial Officer~~2010. ~~The~~This ~~professional~~is ~~biographies~~approximately ofthe ~~these~~same ~~executives~~amount ~~are~~as ~~included~~was inearned ~~for~~during ~~8-K filed with~~ the nine ~~Securities~~months ~~and~~ended ~~Exchange~~March ~~Commission on November 23~~31, 2009.

~~Comparison~~Operating Expenses of ~~Three-Month~~Wind ~~Periods Ended December 31, 2009 and 2008~~Projects

~~Revenues~~Operating expenses of wind projects includes operating and maintenance expenses, insurance and administrative costs directly related to wind projects which have been placed in service. We incurred $6,543 in operating expenses for wind projects during the nine months ended March 31, 2010 for the two turbines which have been placed in service. Since there were no turbines placed in service during the nine months ended March 31, 2009, we did not have any expenses during that period.

AsDepreciation ~~of December 31, 2009 we have not recognized any material revenue from our wind energy assets. Our 5.6MW wholly owned projects were under construction,~~ and ~~our~~Amortization ~~developer’s~~of interests had not yet reached their flip dates. Therefore, the only revenue we recognized in the three-month period ending December 31, 2009 is the nominal revenue from our lodging and meeting facility at the Midwest Center for Wind ~~Energy (“MCWE”).~~Projects

~~Operating~~When a ~~revenues~~wind ~~for~~turbine is placed in service, the ~~three-month~~capitalized ~~period~~cost ~~ended~~of ~~December~~that ~~31,~~turbine ~~2009~~is depreciated ~~were~~over ~~$10,556~~a ~~compared~~20 toyear ~~$23,584~~period ~~for~~on ~~the~~a ~~comparable~~straight ~~2008~~line ~~period~~basis. ~~Lower~~During ~~lodging~~the ~~activity~~nine months asended aMarch ~~result~~31, of2010, ~~poorer~~we ~~weather~~recognized $34,367 in depreciation and amortization ~~lower~~expense ~~meeting~~related ~~volume~~to asoperating awind ~~result~~projects. ofSince ~~the~~we ~~general~~had ~~economic~~no operating ~~slowdown~~wind ~~contributed~~projects toduring the ~~decline~~nine ~~compared~~months toended ~~2008~~March 31, 2009, we had no such expense during that period.

General and Administrative Expenses

General and administrative expenses relate to the cost of operating the MCWE, employee expenses including compensation and other employee related costs, and other administrative costs. These expenses in the ~~three~~nine months ended ~~December~~March 31, ~~2009~~2010 were $~~460~~887,~~631~~149 higher than in the comparable ~~2008~~2009 period. $~~443~~681,~~620~~794 of this increase is attributable to employee expenses. In the ~~three~~nine months ended ~~December~~March 31, ~~2009~~2010 we hired as full time employees three executives in the positions of Chief Executive Officer, Chief Development Officer and Chief Financial Officer. There were no employees in the comparable ~~2008~~2009 period. Included in the figures for the ~~three~~nine months ended ~~December~~March 31, ~~2009~~2010 is $~~417~~513,~~102~~357 in option expenses for these three employees. Each of these three officers received a quantity of stock options in the amount of one-twelfth of the total number of shares, warrants and options outstanding as of October 1, 2009 and ~~would~~ carry an exercise price of $0.20 per share, which was our closing stock price on the grant date. Twenty percent of these options vested ~~would vest~~ on the grant date. The remaining eighty percent of these options ~~would~~ will become exercisable ratably over a 48-month period starting on the grant date. These options expire at the end of five years. ~~Since~~ ~~these~~The ~~options have a service requirement, the~~ cost of these options ~~will~~are being be recognized on the same basis as their vesting schedule described above. There was no such employee option expense in the ~~2008~~2009 comparable period.

Professional Fees

Professional fees relate to third-party legal and accounting services provided to us. In the ~~three~~nine months ended ~~December~~March 31, ~~2009~~2010 our total professional fees ~~was~~were $5119,~~821,~~968 ~~which was $10,435~~ lower than the comparable period in ~~2008~~2009. The hiring of our three ~~full~~fill-time employees has allowed us to ~~reduce~~rely ~~our~~less ~~use~~on ofoutside ~~some~~professional ~~third-party service providers~~services.

Management Fees

Management fees relate to cash and other compensation paid to non-employees for certain management and financing services. Some of these service providers are current members of our Board of Directors, past members of our Board of Directors, as well as other third-parties. For the ~~three~~nine months ended ~~December~~March 31, ~~2009~~2010 the management fees were $832,~~349~~798,824 higher than they were in the comparable ~~2008~~2009 period. ~~The~~ Of this increase, in$2,730,825 ~~these~~is ~~expenses~~related isto ~~due~~stock and warrant grants awarded to current members of the ~~increased~~Board ~~effort~~of ~~devoted~~Directors, topast members of the Board of Directors and other third parties for management and financing ~~activities~~efforts.

~~Also~~During ~~included~~the innine ~~management~~months ~~fees~~ended December is31, ~~the~~2009, ~~management~~we ~~and~~issued ~~consulting~~475,000 ~~agreement~~unregistered ~~between~~common usshares ~~and~~for ~~our Chairman~~ services, of ~~the~~which ~~Board. Under this agreement~~400,000 ~~our~~shares ~~Chairman~~were ~~earns~~issued ~~$15,000~~to ~~per~~independent ~~month~~directors for ~~management~~serving ~~and~~on ~~consulting~~our Board ~~services,~~of ~~therefore~~Directors, ~~during~~and ~~the three months ended December 31~~75,000 ~~2009,~~shares wewere ~~recognized~~issued ~~$45,000~~to inindependent ~~expense~~consultants for ~~under~~financial ~~this agreement~~services. ~~There~~ ~~was~~These notransactions ~~similar~~were ~~expense~~recorded ~~during~~as ~~the~~management ~~six~~fees valued ~~months~~at ~~ended 2008~~$. ~~The~~21 ~~entire~~to ~~amount~~$.25 isper ~~deferred~~share. ~~and~~These isawards ~~payable~~of atshares ~~the~~did ~~end~~not ofrequire ~~calendar~~any additional ~~year~~performance ~~2010. The~~for ~~full~~service ~~details~~after ofthe ~~this~~grant ~~agreement~~date, ~~are~~therefore ~~included~~the asentire value anof ~~exhibit~~these togrants ~~Form~~were ~~8-K~~recognized ~~filed~~during ~~with~~ the ~~Securities~~nine ~~and~~months ~~Exchange~~ended ~~Commission~~March ~~on July 9~~31, ~~2009~~ 2010.

~~Impairment~~In ~~and~~July ~~Abandonment~~2009, ~~Expense~~we granted a five-year warrant to our Chairman of the Board to purchase 1,000,000 of shares of our common stock at an exercise price of $.25 per share. This warrant did not require any additional performance for service after the grant date, therefore the entire value of this grant was recognized during the nine months ended March 31, 2010.

~~During~~In ~~the three months ended December 31~~September, 2009, we granted ~~recognized~~five-year anwarrants ~~impairment~~to ~~expense~~three ~~of $212~~directors,~~240. This~~ ~~charge~~two ~~was~~former todirectors ~~reduce~~and ~~the~~a former ~~carrying~~executive ~~value~~officer ~~on our books~~ to ~~zero~~purchase ofa ~~the~~total ~~capitalized development costs~~ of ~~Zulu Wind LLC~~18, ~~NAE Allendorf~~750,000 ~~NAE~~shares ~~Sibley,~~of ~~Sibley~~our ~~Hills,~~common stock ~~Henry~~at ~~Hills,~~an inexercise ~~addition~~price toof ~~the investment in Grand Sierra Resort Corp~~$. ~~Henry~~20 ~~Hills~~per ~~is not the Osceola County, Iowa 4~~share.~~0MW~~ ~~project~~These ~~which~~warrants ~~was~~did ~~referred~~not torequire any asadditional ~~“Henry~~performance ~~Hills~~for ~~4MW”~~service inafter ~~previous filings, but rather was intended to be an expansion project adjacent to~~ the ~~Osceola~~grant ~~County~~date, ~~Iowa~~therefore ~~4.0MW project. The impairment expense was recognized as we believe that it is unlikely that we will develop these projects or that any amount could be realized by~~ the entire ~~potential~~value ~~sale~~ of these ~~projects~~grants ~~and~~were ~~assets. There was no such expense~~ recognized induring the ~~comparable~~nine ~~2008~~months ~~period~~ended March 31, 2010.

~~Interest~~Also ~~Income~~included in management fees is the management and consulting agreement between us and our Chairman of the Board. Under this agreement, our Chairman earns $15,000 per month for management and consulting services, therefore, during the nine months ended March 31, 2010, we recognized $135,000 in expense under this agreement. There was no similar expense during the nine months ended March 31, 2009. The entire amount is deferred and is payable at the earlier of the end of calendar year 2010 or when we have sufficient available funds to pay this liability. The full details of this agreement are included as an exhibit to Form 8-K filed with the Securities and Exchange Commission on July 9, 2009.

~~Our~~Impairment interest income is entirely earned from our Mortgage Receivable on the MCWE. This mortgage receivable has a principal balance of $1.6 million, carries a coupon of 7.5%, pays us a monthly interest-only amount of $10,000 and isAbandonment due in 2023. The higher interest income in the three-month period ended December 31, 2009 than in the comparable 2008 period is due to that the mortgage was outstanding for all of this three-month period and was outstanding for only part of the comparable 2008 period.Expense

~~Interest~~During ~~Expense~~the nine months ended March 31, 2010 we recognized an impairment expense of $212,240. This charge was to reduce the carrying value on our books to zero of the capitalized development costs of Zulu Wind LLC, NAE Allendorf LLC, NAE Sibley LLC, Sibley Hills LLC, Henry Hills LLC, in addition to the investment in Grand Sierra Resort Corp. Henry Hills is not the Osceola County, Iowa 4.0MW project which was referred to as “Henry Hills 4MW” in previous filings, but rather was intended to be an expansion project adjacent to the Osceola County, Iowa 4.0MW project. The impairment expense was recognized as we believe that it is unlikely that we will develop these projects or that any amount could be realized by the potential sale of these projects and assets. During the nine months ended March 31, 2009, we recognized a $2,557 impairment for the Great Plains project.

~~Interest~~Depreciation ~~expense~~and isAmortization ~~recognized~~– on notes payable. If notes are capitalized as part of project construction, then interest expense is capitalized also. In the three-month period ended December 31, 2009 the amount of interest capitalized was $12,390. The higher interest expense in the three-month period ended December 31, 2009 is due to increased borrowing to fund our operations.Other

~~Net~~Depreciation ~~(loss)~~and amortization – other is the depreciation and amortization expense on assets which are not wind power projects. During a portion of the nine months ended March 31, 2009 we did own our MCWE facility and were depreciating it over 40 years on a straight line basis. We sold this facility in a sale-leaseback transaction in November 2008, therefore, there was no such expense during the nine months ended March 31, 2010.

~~Net~~Interest loss for the three month period ended December 31, 2009 was $997,100 compared to a net loss of $259,752 for the comparable 2008 period, and increased net loss of $737,348. The increased loss is attributable to the $212,240 impairment and abandonment expense, the $443,620 increase in employee-related expenses and the increased management fees for the increased financing effort. Income

~~Comparison~~Our interest income is entirely earned from our Mortgage Receivable on the MCWE. This mortgage receivable has a principal balance of ~~Six~~$1.6 million, carries a coupon of 7.5%, pays us a monthly interest-~~Month~~only ~~Periods~~amount ~~Ended~~of ~~December~~$10,000 and is due in 2023. The higher interest income in the nine months ended March 31, 2010 than in the comparable 2009 period is due to that the mortgage was outstanding for all of this nine month period and ~~2008~~was outstanding for only part of the comparable 2009 period.

~~Revenues~~Warrant and Debt Discount Expense

AsWarrant ofand ~~December~~debt ~~31,~~discount expense ~~2009~~is weexpense ~~have~~recognized ~~not~~for ~~recognized~~the ~~any~~granting ~~material~~of ~~revenue~~warrants ~~from~~and ~~our~~options ~~wind~~related to ~~energy~~the ~~assets. Our~~issuance 5of convertible notes payable.~~6MW~~ ~~wholly~~During ~~owned~~the ~~projects~~nine-month ~~were~~period ended ~~under~~March ~~construction~~31, ~~and~~2010, ~~our~~we ~~developer’s~~granted ~~interests~~five-year ~~had~~warrants ~~not~~to ~~yet~~an ~~reached~~unaffiliated ~~their~~lender to ~~flip~~purchase ~~dates. Therefore~~a total of 125,000 ~~the~~shares ~~only~~of ~~revenue~~our wecommon ~~recognized~~stock inat an exercise price of $.20 per share. Also, during the ~~six~~nine-month period ~~ending~~ended ~~December~~March 31, ~~2009~~2010, ~~are~~we granted ~~the~~options ~~nominal~~with ~~revenue~~no ~~from~~termination ~~our~~date ~~lodging~~to ~~and~~an ~~meeting~~unaffiliated ~~facility~~lender to purchase a total of 1,000,000 shares of our common stock at ~~the~~an ~~Midwest~~exercise ~~Center~~price ~~for~~of ~~Wind~~$.25 per ~~Energy~~share. ~~(“MCWE”)~~These warrants and options were fully vested on the ~~farm~~grant ~~lease~~date, therefore ~~income~~the ~~from~~entire value of these grants were recognized during the ~~135~~nine months ~~acres~~ended March 31, 2010. The value of ~~tillable~~these ~~land~~warrants ~~which~~and ~~surrounds~~options using the Black-Scholes ~~MCWE~~formula was $127,854. There was no such expense during the comparable 2009 period.

~~Operating~~Interest revenues for the six-month period ended December 31, 2009 were $38,536 compared to $44,322 for the comparable 2008 period. Lower lodging activity as a result of poorer weather and lower meeting volume as a result of the general economic slowdown contributed to the decline compared to 2008.Expense

~~General~~Interest expense is recognized on notes payable and ~~Administrative~~loans ~~Expenses~~payable on projects after they have been placed into service. When interest expense is incurred as part of project construction, then the interest is capitalized as part of the project cost. In the nine-month period ended March 31, 2010 the amount of interest capitalized was $36,916. During the nine months ended March 31, 2010 our interest expense recognized was $16,325 higher than the comparable 2009 period. The higher interest expense is due to increased notes payable to fund our operations plus the interest expense recognized on our projects placed in service.

~~General~~Net and administrative expenses relate to the cost of operating the MCWE, employee expenses including compensation and other employee related costs, and other administrative costs. These expenses in the six months ended December 31, 2009 were $494,461 higher than in the comparable 2008 period. $443,620 of this increase is attributable to employee expenses. In the six months ended December 31, 2009 we hired as full time employees three executives in the positions of Chief Executive Officer, Chief Development Officer and Chief Financial Officer. There were no employees in the comparable 2008 period. Included in the figures for the three months ended December 31, 2009 is $417,102 in option expenses for these three employees. Each of these three officers received a quantity of stock options in the amount of one-twelfth of the total number of shares, warrants and options outstanding as of October 1, 2009 and would carry an exercise price of $0.20 per share, which was our closing stock price on the grant date. Twenty percent of these options would vest on the grant date. The remaining eighty percent of these options would become exercisable ratably over a 48-month period starting on the grant date. These options expire at the end of five years. Since these options have a service requirement, the cost of these options will be recognized on the same basis as their vesting schedule described above. There was no such employee option expense in the 2008 comparable period.(loss)

~~Professional~~Net ~~Fees~~loss for the nine month period ended March 31, 2010 was $4,615,593 compared to $661,701 for the comparable 2009 period, an increased loss of $3,953,892. The increased loss is attributable to the $2,798,824 increase in management fees, $887,149 increase in general and administrative expenses, $209,683 increased impairment and abandonment expense, and a $127,584 increase in warrant and debt discount expense.

~~Professional~~Liquidity ~~fees relate to third-party legal~~ and ~~accounting~~Capital services provided to us. In the six months ended December 31, 2009 our total professional fees were $7,183 higher than the comparable period in 2008. Increased accounting and legal fees relating to communications with the Securities and Exchange Commission regarding our past filings resulted in the increase.Resources

~~Management~~Cash ~~Fees~~Flow Information

~~Management~~Operating fees relate to cash and other compensation paid to non-employees for certain management and financing services. Some of these service providers are current members of our Board of Directors, past members of our Board of Directors, as well as other third-parties. For the six months ended December 31, 2009 the management fees were $2,866,989 higher than they were in the comparable 2008 period. Of this increase, $2,730,825 is related to stock and warrant grants awarded to current members of the Board of Directors, past members of the Board of Directors and other third parties for management and financing efforts.activities

~~During~~Net cash used by operations during the ~~six~~nine-month ~~months~~period ended ~~December~~March 31, ~~2009,~~210 wewas ~~issued 475~~$595,~~000~~601 ~~unregistered~~which ~~common~~was ~~shares~~an improvement ~~for~~of ~~services~~$166,584 ofcompared ~~which~~to ~~400,000~~the ~~shares~~comparable ~~were~~2009 ~~issued~~period. The net improvement is attributable to ~~independent~~sources ~~directors~~of ~~for~~cash ~~serving~~flows onresulting ~~our~~from ~~Board~~changes ofin sale ~~Directors~~leaseback rent accrual, ~~and~~deferred 75compensation,~~000~~ ~~shares~~accrued ~~were~~expenses ~~issued~~and deferred torental ~~independent~~income. ~~consultants~~While the net loss for ~~financial~~the ~~services.~~nine ~~These~~months ~~transactions~~ended ~~were~~was $4,615,593 ~~recorded~~significant asamounts ~~management~~included ~~fees~~in ~~valued~~this atperiod ~~$.21~~were tonon-cash expenses including $~~.25~~2,627,075 ~~per~~for ~~share.~~warrant ~~These~~grants, ~~awards~~$513,357 offor ~~shares~~employee ~~did~~option ~~not~~grants, $212,240 ~~require~~in ~~any~~impairment ~~additional~~and ~~performance~~abandonment ~~for~~expense, ~~service~~$127,854 ~~after~~in ~~the~~warrant ~~grant~~and ~~date,~~option grants ~~therefore~~related ~~the~~to ~~entire~~borrowings, ~~value~~$103,750 offor ~~these~~restricted stock grants, ~~were~~$135,000 ~~recognized~~in deferred ~~during~~compensation ~~the~~expense ~~six~~and ~~months~~$132,000 ~~ended~~in ~~December~~sale ~~31,~~leaseback ~~2009~~rent expense accrual.

InInvesting July 2009, we granted a five-year warrant to our Chairman of the Board to purchase 1,000,000 of shares of our common stock at an exercise price of $.25 per share. This warrant did not require any additional performance for service after the grant date, therefore the entire value of this grant was recognized during the six months ended December 31, 2009.activities

InNet ~~September,~~cash ~~2009,~~used wein ~~granted~~investing activities ~~five~~during the nine-~~year~~month ~~warrants~~period toended ~~three~~March ~~directors~~31, ~~two~~2010 ~~former~~was ~~directors~~$384,915 compared ~~and~~to a ~~former~~source ~~executive~~of ~~officer~~cash toflows ~~purchase~~from ainvesting ~~total~~activities of 18$286,~~750~~584 during the comparable 2009 period. During the nine-month period ended March 31,~~000~~ ~~shares~~2010 we ofacquired certain limited liability companies and related infrastructure equipment required to complete our ~~common~~4.0MW ~~stock~~project atin anOsceola ~~exercise~~County, ~~price~~Iowa and incurred additions to wind power projects under construction of $337,647.20 ~~per~~During ~~share.~~the ~~These~~comparable ~~warrants~~period ~~did~~of ~~not~~2009 ~~require~~our ~~any~~additions ~~additional~~to ~~performance~~wind projects ~~for~~under ~~service~~construction ~~after~~was $1,104,441. Also during the ~~grant~~nine ~~date~~months ended March 31, ~~therefore~~2009 ~~the~~we ~~entire~~realized ~~value~~$1,380,650 in net proceeds from the sale leaseback of ~~these~~the ~~grants~~MCWE. ~~were~~There ~~recognized~~was ~~during~~no similar transaction in the ~~six~~nine months ended ~~December~~ March 31, ~~2009~~2010.

~~Also~~Financing included in management fees is the management and consulting agreement between us and our Chairman of the Board. Under this agreement, our Chairman earns $15,000 per month for management and consulting services, therefore, during the six months ended December 31, 2009, we recognized $90,000 in expense under this agreement. There was no similar expense during the six months ended 2008. The entire amount is deferred and is payable at the end of calendar year 2010. The full details of this agreement are included as an exhibit to Form 8-K filed with the Securities and Exchange Commission on July 9, 2009.activities

~~Impairment~~Net ~~and~~cash ~~Abandonment~~provided ~~Expense~~by financing activities during the nine-month period ended March 31, 2010 was $1,095,736 which was $709,036 more than the comparable 2009 period. The largest source of cash was the sale of 4,843,460 unregistered shares of our common stock to accredited investors for net proceeds of $526,170. We increased our borrowing by $405,000 on the bank facility related to our 4.0MW project in Osceola County, Iowa. We also increased our borrowing from notes payable by $99,566 to fund our operations. We also received an advance of $85,000 from our Chairman to fund our operations during the nine months ending March 31, 2010.

~~During~~Plan ~~the six months ended December 31, 2009 we recognized an impairment expense~~ of ~~$212,240. This~~Operation charge was to reduce the carrying value on our books to zero of the capitalized development costs of Zulu Wind LLC, NAE Allendorf LLC, NAE Sibley LLC, Sibley Hills LLC, Henry Hills LLC, in addition to the investment in Grand Sierra Resort Corp. Henry Hills is not the Osceola County, Iowa 4.0MW project which was referred to as “Henry Hills 4MW” in previous filings, but rather was intended to be an expansion project adjacent to the Osceola County, Iowa 4.0MW project. The impairment expense was recognized as we believe that it is unlikely that we will develop these projects or that any amount could be realized by the potential sale of these projects and ~~assets. There was no such expense recognized in the comparable 2008 period.~~Liquidity

~~Interest~~In ~~Income~~the nine months ended March 31, 2010 we incurred an operating cash flow loss of $595,601. In addition, we are experiencing a continuing operating cash flow deficiency of $100,000 per month. However, we are pursuing, and will continue to pursue, additional sources of cash including debt and/or equity financing, and selling certain assets or interests in certain assets held by us. In comparison to our continuing operating expenses of approximately $100,000 per month, we expect to be able to draw down $255,000 in additional bank financing associated with our project in Osceola County, Iowa in calendar year 2010. We are also reducing certain expenditures and creating ongoing sources of cash from our operating assets in an effort to provide funds and cash flow to meet our obligations on a timely basis and to support our wind project development activities.

~~Our~~As ~~interest~~a ~~income~~result isof ~~entirely~~the ~~earned~~preceding described ~~from~~cash ~~our~~flows ~~Mortgage~~for ~~Receivable on~~ the ~~MCWE. This~~nine-month ~~mortgage~~period ~~receivable~~ended ~~has~~March ~~a principal balance of $1.6 million~~31, ~~carries a coupon of 7.5%~~2010, ~~pays~~our uscash position aincreased ~~monthly~~by ~~interest-only~~an amount of $10115,~~000~~220 ~~and~~during isthis ~~due~~nine-month inperiod ~~2023. The~~from $-0- ~~higher~~at ~~interest~~June ~~income in the three months ended December 31~~30, 2009 ~~than in the comparable 2008 period is due~~ to ~~that~~$115,220 ~~the~~at ~~mortgage~~March ~~was~~31, ~~outstanding for all of this three month period and was outstanding for only part of the comparable 2008 period~~2010.

~~Interest~~On ~~Expense~~November 10, 2009, we closed a financing facility with an Iowa commercial bank (the “bank”) to provide funding through loan agreements between the bank and ZR and LJT, our wholly-owned subsidiaries. This financing facility would provide up to $2,446,000 if fully funded under the terms of the loan agreements. This funding facility relates to our two wind farms in Osceola County, Iowa which is comprised of two 2.0MW Gamesa turbines. This banking facility provided an initial advance of $400,000 to the LLCs, of which $250,000 satisfied a Promissory Note owed by us to the previous owners of the LLCs, and the balance of $150,000 is being utilized to purchase parts and services to complete the commissioning of the Gamesa turbines on the two projects. The bank has provided an additional $255,000 draw on this facility as a result of the commissioning of ZR. The bank also will provide a second advance in the amount of up to $255,000 when LJT is commissioned, which commercial operation date must be confirmed to the bank by our third-party operations and maintenance contractor.

~~Interest~~Our ~~expense~~primary focus for the next few months is ~~recognized~~to oncomplete ~~notes~~commissioning ~~payable. If~~of ~~notes~~our ~~are~~wind ~~capitalized~~farm projects in Minnesota and Iowa where we own existing Gamesa turbines as ~~part~~well ofas ~~project~~to ~~construction,~~commence development ~~then~~of ~~interest~~at ~~expense~~least isone ~~capitalized~~of ~~also~~our pipeline projects. InWe intend to obtain the needed ~~six-month~~funding ~~period~~through ~~ended~~private ~~December~~placements 31of equity or debt securities, ~~2009~~or ~~the~~bank financing ~~amount~~secured by our assets, or sale of ~~interest~~interests ~~capitalized~~in ~~was~~our ~~$12~~wind energy projects,~~390~~ or perhaps a combination of these sources. ~~The~~There ~~higher~~is ~~interest~~no ~~expense~~assurance, however, inthat ~~the~~we ~~six~~can ~~months~~obtain ~~ended~~any ~~December~~material 31funding through any source. If we cannot obtain such anticipated funding, ~~2009~~we iswill ~~due~~be unable to ~~increased~~implement ~~borrowing~~our business ~~necessary~~plan effectively to ~~fund~~develop ~~our~~the ~~operations~~wind energy assets we now own.

~~Net~~We ~~(loss)~~cannot foresee what impact the current unprecedented volatility in worldwide credit and equity markets will have on our ability to obtain future substantial financing. Since September 2008, an unprecedented turmoil in equity and credit markets has occurred resulting in devastating losses in stock markets, dramatic decreases in liquidity in credit markets, bank failures, hedge fund closures and massive market intervention by the United States and many foreign governments. Because of the drastic nature of these market events, and because equity and credit markets remain highly volatile currently, we cannot predict what effect these events will have on our ability to obtain future substantial financing as needed.

~~Net~~If ~~loss~~additional ~~for~~funds ~~the~~are raised ~~six~~by ~~month period ended December 31, 2009 was $(4,085,950) compared to $(480,728) for~~ the ~~comparable~~issuance ~~2008 period, an increased loss~~ of ~~$(3,605,222).~~convertible ~~The~~debt ~~increased~~or ~~loss~~equity issecurities ~~attributable~~or toby ~~the~~any exercise ~~$212,240~~of ~~impairment~~outstanding ~~and~~options ~~abandonment~~or ~~expense~~warrants, ~~the~~our ~~$443,620~~existing ~~increase~~shareholders inwill most ~~employee-related~~likely ~~expenses,~~experience ~~and~~dilution ~~the $2,866,989 increase~~ in ~~management~~their ~~fees~~ownership interests.

~~Cash~~Off ~~Flow~~Balance ~~Information~~Sheet Transactions, Arrangements, or Obligations

~~Operating~~We ~~activities~~have no material off balance sheet transactions, arrangements or obligations.

~~Net~~Item ~~cash used by operations during the six-month period ended December 31, 2009 was $418,390 which was an improvement of $123,305 compared to the comparable 2008 period~~3. ~~The~~ Quantitative ~~net improvement is attributable to sources of cash flows resulting from changes in accounts payable, deferred rental income, accrued interest~~ and ~~payroll~~Qualitative ~~taxes~~Disclosures ~~payable. While~~About ~~the~~Market net loss for the six months ended was $4,085,950 significant amounts included in this period were non-cash expenses including $2,627,075 for warrant grants, $417,102 for employee option grants, $212,240 in impairment and abandonment expense, $103,750 for restricted stock grants, $90,000 in deferred compensation expense, $87,840 in sale leaseback rent expense accrual, and $79,050 in warrant expense related to borrowings.Risk

~~Investing~~As ~~activities~~a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this item.

~~Net~~Item cash used in investing activities during the six-month period ended December 31, 2009 was $222,951 compared to a source of cash flows from investing activities of $285,195 during the comparable 2008 period4. ~~During~~ ~~the~~Controls ~~six-month period ended December 31, 2009 we acquired certain limited liability companies~~ and related infrastructure equipment required to complete our 4.0MW project under construction in Osceola County, Iowa. During the comparable period of 2008 our additions to wind projects under construction was $1,105,830. Also during the six months ended December 31, 2008 we realized $1,380,650 in net proceeds from the sale leaseback of the MCWE. There was no similar transaction in the six months ended December 31, 2009. Procedures

~~Financing~~Evaluation ~~activities~~of Disclosure Controls and Procedures

~~Net~~Our ~~cash~~management, ~~provided~~with bythe participation ~~financing~~of ~~activities~~our ~~during~~Chief ~~the~~Executive ~~six-month~~Officer ~~period~~and ~~ended~~our ~~December~~Chief 31Financial Officer, carried ~~2009~~out ~~was~~an ~~$752,937~~evaluation ~~which~~of ~~was~~the ~~$519,237~~effectiveness ~~more~~of ~~than~~our ~~the~~“disclosure ~~comparable~~controls ~~2008~~and procedures” ~~period. The~~(as ~~largest~~defined ~~source~~in ofthe ~~cash~~Securities ~~was~~Exchange Act of 1934 (the ~~sale~~“Exchange Act”) ofRules ~~4,833,460~~13a-15(e) ~~unregistered~~and ~~shares~~15-d-15(e)) as of ~~our~~the ~~common~~end ~~stock~~of tothe ~~accredited~~period ~~investors~~covered ~~for~~by this ~~net~~report ~~proceeds~~(the of“Evaluation ~~$526,170~~Date”). We ~~increased~~Based upon that evaluation, our ~~borrowing~~Chief Executive byOfficer ~~$150~~and our Chief Financial Officer concluded that,~~000~~ onas of the Evaluation ~~bank~~Date, ~~facility~~our ~~related~~disclosure controls and procedures are effective to ~~our~~ensure that ~~4.0MW~~information ~~project~~required ~~under~~to ~~construction~~be disclosed by us in ~~Osceola~~the ~~County~~reports that we file or submit under the Exchange Act (i) is recorded, ~~Iowa.~~processed, Wesummarized ~~also~~and reported, ~~increased~~within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our ~~borrowing~~management, ~~from~~including ~~notes~~our ~~payable~~Chief Executive byOfficer ~~$91~~and our Chief Financial Officer,~~767~~ as appropriate to ~~fund~~allow timely ~~our~~decisions ~~operations~~regarding required disclosure.

~~Plan~~Changes ofin ~~Operation~~Internal ~~and~~Control ~~Liquidity~~Over Financial Reporting

InThere ~~the~~has ~~six~~been ~~months~~no ~~ended~~change December 31, 2009 we incurred an operating cash flow loss of $418,390. In addition, we are experiencing a continuing operating cash flow deficiency of $100,000 per month. However, we are pursuing, and will continue to pursue, additional sources of cash including debt and/or equity financing, cash grants from the United States government, and selling certain assets or interests in ~~certain assets held by us. In comparison to~~ our ~~continuing~~internal ~~operating~~control ~~expenses of approximately $100,000 per month, we expect to receive~~ over $2financial ~~million~~reporting inthat ~~cash~~occurred ~~grants~~during ~~from~~ the quarterly ~~U.S~~period ~~Treasury~~covered ~~and~~by ~~expect~~this toreport bethat ~~able~~has tomaterially ~~draw down over $500~~affected,~~000~~ inor ~~additional~~is reasonably ~~bank~~likely ~~financing associated with our project in Iowa. We expect~~ to ~~receive~~materially ~~these additional sources of funds in the six months ending June 30~~affect, ~~2009. We are also reducing certain expenditures and creating ongoing sources of cash from~~ our ~~operating~~internal ~~assets~~control inover ~~an effort to provide funds and cash flow to meet our obligations on a timely basis and to support our wind project development activities~~financial reporting.

AsPART ~~a result of the preceding described cash flows for the six~~II-~~month~~OTHER period ended December 31, 2009, our cash position increased an amount of $111,596 during this three-month period from $-0- at June 30, 2009 to $111,596 at December 31, 2009. Subsequent to December 31, 2009, we have not sold any shares of our common stock.INFORMATION

OnItem November 10, 2009, we closed a financing facility with an Iowa commercial bank (the “bank”) to provide funding through loan agreements between the bank and ZR and LJT, our wholly-owned subsidiaries1. This financing facility would provide up to $2,446,000 if fully funded under the terms of the loan agreements. This funding facility relates to our two wind farms in Osceola County, Iowa which is comprised of two 2.0MW Gamesa turbines. This banking facility provided an initial advance of $400,000 to the LLCs, of which $250,000 satisfied a Promissory Note owed by us to the previous owners of the LLCs, and the balance of $150,000 will be utilized to purchase parts and services to complete the commissioning of the Gamesa turbines on the two projects. The bank also will provide a second advance in the amount of up to $510,000 on the date when the two Gamesa turbines are fully operational, which commercial operation date must be confirmed to the bank by Outland Renewable Energy, the independent contractor conducting the commissioning services for these Gamesa turbines. Subsequent to the commissioning of the ZR turbine on January 30, 2009, we have borrowed an additional $255,000 under the terms of this loan agreement, which will allow us to continue operations until March 2009.Legal Proceedings

~~Our~~We ~~immediate~~know ~~focus~~of isno ~~to raise sufficient debt or equity financing~~material, active or topending ~~sell~~legal ~~certain~~proceedings ~~assets,~~against ~~to pay operating expenses while we execute~~ our ~~strategic plan. As of February 12~~company, ~~2009~~nor we are ~~conducting~~we ~~negotiations~~involved ~~with various parties for debt financing and sales of certain assets~~ as a ~~well~~plaintiff asin ~~applying~~any ~~for~~material ~~cash~~proceeding ~~grants~~or ~~from~~pending ~~the U~~litigation.S. ~~Treasury. We~~There ~~cannot~~are ~~guarantee~~no proceedings ~~that~~in ~~our~~which ~~negotiations~~any ~~and~~of ~~applications~~our ~~will~~directors, beofficers ~~successful. If~~or ~~those~~affiliates, ~~negotiations~~or ~~and~~any registered ~~applications~~or ~~are~~beneficial ~~not successful~~shareholder, ~~then~~is ~~one~~an ~~outcome~~adverse ~~could~~party beor has a ~~winding~~material interest ~~down~~adverse ofto our ~~operations~~interest.

IfItem we do succeed in raising sources of financing sufficient to fund our near-term operations, our primary focus for the next few months is to complete development of our wind farm projects in Minnesota and Iowa where we own existing Gamesa turbines as well as to commence development of at least one of our pipeline projects1A. We intend to obtain the needed funding through private placements of equity or debt securities, or bank financing secured by our assets, or sale of interests in our wind energy projects, or perhaps a combination of these sources. There is no assurance, however, that we can obtain any material funding through any source. If we cannot obtain such anticipated funding, we will be unable to implement our business plan effectively to develop the wind energy assets we now own. For the past couple years, we have relied substantially upon sale of our common stock in private placements to provide funding for both operational and asset purchase purposes.Risk Factors

WeAs ~~cannot~~a ~~foresee~~“smaller ~~what~~reporting company” ~~impact~~(as ~~the~~defined current unprecedented volatility in worldwide credit and equity markets will have on our ability to obtain future substantial financing. Since September 2008, an unprecedented turmoil in equity and credit markets has occurred resulting in devastating losses in stock markets, dramatic decreases in liquidity in credit markets, bank failures, hedge fund closures and massive market intervention by ~~the United States and many foreign governments~~§229. ~~Because of the drastic nature of these market events~~10(f)(1)), ~~and because equity and credit markets remain highly volatile currently,~~ we ~~cannot~~are ~~predict~~not ~~what~~required ~~effect these events will have on our ability~~ to ~~obtain~~provide ~~future~~the information ~~substantial~~required ~~financing~~by asthis ~~needed~~item.

IfItem ~~additional~~2. ~~funds~~Unregistered ~~are~~Sales ~~raised by the issuance~~ of ~~convertible debt or equity securities or by any exercise of outstanding options or warrants, our existing shareholders will most likely experience dilution in their ownership interests.~~Equity Securities

~~Subsequent~~From ~~Events~~January 1, 2010 through March 31, 2010: none.

OnItem ~~January 30, 2010 our wholly-owned subsidiary, Zachary Ridge LLC, commissioned its 2~~3.~~0MW~~ ~~wind~~Defaults Upon ~~turbine~~Debt ~~in Osceola County, Iowa. Under the terms of our loan agreement with an Iowa commercial bank, we made an additional draw of $255,000 under that facility.~~ Securities

~~Off Balance Sheet Transactions, Arrangements, or Obligations~~None

WeItem ~~have~~4. Submission noof ~~material~~Matters ~~off~~to ~~balance~~a ~~sheet~~Vote ~~transactions,~~of ~~arrangements~~Security ~~or obligations.~~Holders

~~Item~~The 3.Registrant ~~Quantitative~~did ~~and~~not submit ~~Qualitative~~any ~~Disclosures~~matters ~~About~~to ~~Market~~a ~~Risk~~vote of its security holders during the nine-months ended March 31, 2010.

AsItem ~~a “smaller reporting company” (as defined by §229~~5.~~10(f)(1)),~~ ~~we are not required to provide the information required by this item.~~Other Information

~~Item 4. Controls and Procedures~~None

~~Evaluation~~Item of6. ~~Disclosure Controls and Procedures~~Exhibits

~~Our~~EXHIBIT management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.INDEX

~~Changes~~31.1 inCertification ~~Internal~~of ~~Control~~Chief Executive ~~Over~~Officer ~~Financial~~pursuant ~~Reporting~~to Section 302 of the Sarbanes-Oxley Act of 2002

~~There~~31.2 ~~has~~Certification ~~been~~of noChief Financial ~~change~~Officer inpursuant ~~our~~to ~~internal~~Section ~~control~~302 ~~over~~of ~~financial reporting that occurred during~~ the ~~quarterly~~Sarbanes-Oxley ~~period~~Act ~~covered~~of ~~by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~2002

~~PART~~32.1 IICertification pursuant to Section 906 of the Sarbanes-~~OTHER~~Oxley ~~INFORMATION~~Act of 2002

~~Item 1. Legal Proceedings~~SIGNATURES

WePursuant ~~know~~to the requirements of nothe ~~material,~~Securities ~~active~~Exchange orAct ~~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~~1934, ~~officers~~the orregistrant ~~affiliates,~~has orduly ~~any~~caused ~~registered~~this report orto ~~beneficial~~be ~~shareholder,~~signed ison anits ~~adverse~~behalf ~~party~~by orthe ~~has~~undersigned athereunto ~~material~~duly ~~interest adverse to our interest~~authorized.

Item 1A. Risk Factors


Dated: May 12, 2010	Wind Energy America Inc.

	By:	/s/ Melvin E. Wentz
	Melvin E. Wentz
	Chief Executive Officer

	By:	/s/ Colin S. Jackson
	Colin S. Jackson
	Chief Financial Officer

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities

From October1 through December 31, 2009, we sold an aggregate of 1,830,960 shares of unregistered common stock at an average price of $.116 per share, resulting in proceeds to us of $213,295.

The total outstanding convertible debt of $94,152 was converted into unregistered common stock on September 16, 2009 for 753,216 shares at $.125 per share.

We issued 69,000 unregistered common shares to pay a $10,000 note and accrued interest of $350.

We sold 2,497,500 unregistered common shares at $.10 per share from April 1, 2009 through September 16, 2009 for proceeds of $249,750.

From April 1, 2009 through June 30, 2009 we sold 1,730,000 unregistered common shares at $.125 per share resulting in proceeds of $216,250.

From October 1, 2008 through March 31, 2009 we sold 1,926,665 unregistered common shares at $ .15 per share resulting in proceeds of $289,000.

From September 1, 2008 through October 31, 2008 we sold 204,900 unregistered common shares at $.30 per share resulting in proceeds of $61,200.

From April 15, 2008 through July 31, 2008 we sold 386,699 unregistered common shares at $.75 per share for proceeds of $ 290,023.

Sales of all securities described in this Item 2 of Part II were all made in reliance upon the exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. All persons receiving these securities are accredited investors, no general solicitation or advertising was used incident to these transactions, and all share certificates for the securities bear a standard restrictive legend evidencing the private placement nature of these sales.

Item 3. Defaults Upon Debt Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

The Registrant did not submit any matters to a vote of its security holders during the six-months ended December 31, 2009.

Item 5. Other Information

None

Item 6. Exhibits

EXHIBIT INDEX

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

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

SIGNATURES

Pursuant to the requirements 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.

Dated: February 12, 2010	Wind Energy America Inc.
	By:	/s/ Melvin E. Wentz
	Melvin E. Wentz
	Chief Executive Officer
	By:	/s/ Colin S. Jackson
	Colin S. Jackson
	Chief Financial Officer

Filing Compare · WIND ENERGY AMERICA INC.