UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~April~~June 2821, ~~2010~~2011

AMERICAS WIND ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

~~000~~006-50861(Commission File Number)

20-0177856
(IRS Employer Identification No.)

24 Palace Arch Drive, Toronto, Ontario, M9A 2S1, Canada(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (416) 233-5670

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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Item 1.02 Termination of Material Definitive Agreement

Item 1.01	Entry into Material Definitive Agreement
Item 3.02	Unregistered Sales of Equity Securities
Item 7.01	Regulation FD Disclosure

~~Americas~~On ~~Wind~~June ~~Energy~~21, ~~Corporation~~2011 ~~(“AWE”~~our ordirectors approved the ~~“Company”)~~adoption of our ~~announces~~2011 ~~the~~Stock ~~completion~~Option ofPlan awhich ~~Settlement~~permits ~~Agreement~~our ~~with~~company ~~Emergya~~to ~~Wind~~grant up to 6,700,000 ~~Technologies~~options B.to V.acquire ~~(“EWT~~shares ~~B.V.”)~~of common stock, to directors, officers, employees and consultants ~~EWT-~~of ~~Americas~~our ~~Inc~~company upon the grant of stock options granted under the 2011 Stock Option Plan.~~(“EWT-AMERICAS”).~~

~~Background:~~On June 21, 2011, we granted stock options to our officers and directors, and five consultants, pursuant to our 2011 Stock Option Plan, to purchase up to an aggregate of 6,700,000 shares of our common stock at an exercise price of $0.02 per share, exercisable until June 21, 2016. The stock options shall vest 20% on grant and 20% per year thereafter until fully vested. We issued the stock options to seven (7) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

AWE signed an exclusive license from EWT B.V. for the North American market in April 2004. This license covered the mid-sized direct drive wind turbines designed by EWT B.V. In March 2009, AWE had provided a sub-license of these rights to EWT-AMERICAS, an affiliate of EWT B.V. This agreement was announced and the terms of the agreement filed in an 8-K in March of 2009.

Item 9.01	Financial Statements and Exhibits

10.1	2011 Stock Option Plan

10.2	Form of stock option agreement for 2011 Stock Plan

In February this year AWE received a letter from EWT-AMERICAS terminating the license agreement. AWE rejected the claims in the letter and entered into settlement discussions with EWT-AMERICAS. These discussions have resulted in a Settlement Agreement dated as of April 28, 2010.SIGNATURES

APursuant ~~summary~~to the requirements of the ~~key~~Securities ~~terms~~Exchange Act of 1934, the ~~Settlement~~registrant ~~Agreement~~has isduly ascaused this report to be signed on its behalf by ~~follows:~~the undersigned hereunto duly authorized.

~~AWE will be paid a fee with respect to sales by EWT-~~AMERICAS orWIND ~~EWT~~ENERGY BINC.~~V. of 600kw to 1mw wind turbines in the territory covered by the original license agreement over the next four years subject to a maximum cap of $10,000,000.~~

~~The Parties reached an agreement to cap EWT-AMERICA’~~/s/ ~~existing~~Harold ~~claims~~Dickout ~~for money~~Harold ~~owed~~Dickout byPresident ~~AWE~~Date: ~~under~~June ~~the~~27, prior sublicense with EWT-AMERICAS retaining all of the fees generated until 50% of such claims cap has been reached and thereafter the fees being split between AWE and EWT-AMERICAS until the claim cap is reached. 2011

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

The settlement agreement is conditioned upon and is not effective unless EWT-AMERICAS reaches agreement with former customers of AWE EWT-AMERICAS has 45 days to reach such agreements or waive the condition, otherwise the settlement agreement shall be void.

AWE is now out of the business of manufacturing and supplying windturbines and looks forward to the fees that may be generated as a result of the settlement reached.

As announced in previous filings and press releases, it is the Company’s intent to search for a merger or acquisition partner who is interested in our public structure, who can use our tax loss carry-forwards and who values the royalty stream, in order to get best total return for shareholders.

Item 9.01	Financial Statements and Exhibits
10.1	Settlement Agreement dated April 28, 2010 with Emergya Wind Technologies B. V. and EWT- Americas Inc.

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 hereunto duly authorized.

AMERICAS WIND ENERGY CORPORATION

/s/ Harold C.F. Dickout Harold C.F. DickoutPresident, Chief Executive Officer, Chairman and Director

Date: May 11, 2010

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