Edgar Filing: Ammex Gold Mining Corp.

UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(MARK ONE)

FORM 10-Q


[√]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009


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

FOR THE TRANSITION PERIOD FROM __________________ TO __________________________

COMMISSION FILE NUMBER: 000-26703

WIND WORKS POWER CORP.

(Name of registrant as specified in its charter)

AMMEX GOLD MINING CORP.

(Former Name of Registrant)


NEVADA	98-0409895
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


346 Waverly Street Ottawa, Ontario, Canada	K2P OW5
(Address of principal executive offices)	(Zip Code)

(613)226-7883

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer

[ ]

Accelerated Filer

Non-accelerated Filer

[ ]

Small 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 [ ] No[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___________ No___________

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date: 56,806,885 shares of Common Stock, $0.001 par value as of May 1, 2009 .



PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
Item 4.	Controls and Procedures.
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.
Item 1A.	Risk Factors.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3.	Defaults Upon Senior Securities.
Item 4.	Submission of Matters to a Vote of Security Holders.
Item 5.	Other Information.
Item 6.	Exhibits.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

PART 1 - FINANCIAL INFORMATION

Item 1.

Financial Statements.

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. –an Exploratory Stage Mining Company)

Unaudited

Consolidated Financial Statements

Period ended March 31, 2009 and 2008

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MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

To the shareholders of Wind Works Power Corp. (Formerly AmMex Gold Mining Corp. - An Exploration Stage Mining Company)

The consolidated financial statements and the notes thereto are the responsibility of the management Wind Works Power Corp. (Formerly AmMex Gold Mining Corp. - An Exploration Stage Mining Company). These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles.

Management has developed and maintained a system of internal controls to provide reasonable assurance that all assets are safeguarded and to facilitate the preparation of relevant, reliable and timely financial information.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control.

“W. Campbell Birge”

W. Campbell Birge

President

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Consolidated Balance Sheets (Unaudited)

As at March 31, 2009 and June 30, 2008

(Expressed in United States dollars, unless otherwise stated)

March 31,

June 30,

2009

2008

(Unaudited)

(Audited)

Assets


Current Assets
	Cash	$	3,761	$	82,054
	Prepaid Expenses		3,013		170,492
	Accounts Receivable		454		484
			7,228		253,030

Fixed Assets (Note 5)			4,958		5,834
		$	12,186	$	258,864

Liabilities and Stockholders’ Deficiency
Liabilities
Current Liabilities
	Accounts payable and accrued liabilities	$	88,315	$	324,015
	Loans payable		26,268		-
			114,583		324,015
Stockholders’ Deficiency
	Common stock, $0.001 par value		56,806		50,834
	Additional Paid-in capital		6,987,318		6,784,221
	Contributed surplus		22,625		22,625
Deficit accumulated during the Development Stage			(7,164,746)		(6,918,431)
Accumulated other comprehensive loss			(4,400)		(4,400)
			(102,397)		(65,151)
		$	12,186	$	258,864

Going concern (Note 1) Commitment (Note 10)

The accompanying notes are an integral part of the consolidated financial statements.

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Consolidated Statement of Operations (Unaudited)

For the Period Ended March 31, 2009 and March 31, 2008

(Expressed in United States dollars, unless otherwise stated)


	Three Month Period Ended March 31, 2009 (Unaudited)	Nine Month Period Ended March 31, 2009 (Unaudited)	Three Month Period Ended March 31, 2008	Nine Month Period Ended March 31, 2008	Cumulative Since November 20, 2002 to March 31, 2009
Revenue
Interest Income	3	56	1,659	9,388	12,520
Expenses
Exploration Expenses	41,735	30,850	26,752	328,389	1,647,397
Geologists	-	-	10,739	24,793	264,469
Advertising and Promotion	-	1,372	662	13,787	74,706
Consulting Fees	-	-	42,132	103,460	435,305
Corporate Communications	148	378	27,128	380,604	531,284
Employment Compensation	-	-	293,535	475,770	1,220,483
Insurance	-	10,201	11,397	36,069	99,308
Amortization	288	876	363	1,099	3,144
Office and Miscellaneous	437	1,262	360	5,633	67,266
Professional Fees	25,021	33,972	53,377	216,453	277,130
Rent Stock-based Compensation	3,642 -	5,874 159,064	2,427 -	6,381 -	25,203 181,689
Travel and Lodging	-	-	3,796	7,488	16,278
Interest and Service charges	1,960	2,521	893	997	6,814
Write-down of Mineral Properties	-	-	-	2,421,650	2,431,650
Total Operating Expenses	73,231	246,370	473,561	4,022,571	7,284,626
Loss for the period before other item:	73,228	246,314	471,902	4,013,183	7,272,106
Other items:
Gain on forgiveness of debt	-	-	-	-	102,960
Net Loss for the period from continuing operations	73,228	246,314	471,902	4,013,183	7,169,146
Comprehensive Loss Foreign currency translation adjustment	- -	- -	- -	- -	4,400
Comprehensive loss for the period	73,228	246,314	471,902	4,013,183	7,164,746
Basic and diluted loss per share	0.01	0.01	0.01	0.08
Weighted average number of shares outstanding	56,806,890	54,801,220	50,830,349	47,778,240

The accompanying notes are an integral part of the consolidated financial statement

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Interim Consolidated Statement of Cash Flows (Unaudited)

For the Period Ended March 31, 2009 and March 31, 2008

(Expressed in United States dollars, unless otherwise stated)


		Period ended March 31, 2009		Period Ended March 31, 2008		November 20, 2002 (Date of Inception) to March 31, 2009
Cash Flows from Operating Activities
Net Loss for the Period	$	(246,314)	$	(4,013,183)	$	(7,164,746)
Add (deduct) non-cash items:
Amortization		876		1,099		3,144
Stock based compensation						22,625
Write-down of Mineral Properties		-		2,421,650		2,431,650
Shares issued for services		159,064		1,275,400		2,233,738
Write-off of accounts receivable		-				333
Loss on disposal of assets		-				(675)
Gain on forgiveness of debt		-				(137,412)
Changes in non-cash working capital items:
Accounts receivable		30		(415)		(454)
Prepaid expenses		8,415		(34,665)		(7,080)
Accounts payable and accrued liabilities		(26,632)		(22,759)		267,280
	$	(104,561)	$	(372,873)	$	(2,351,597)
Cash Flows from Investing Activities
Purchase of equipment		-		(26,094)		(8,102)
Acquisition of mineral properties		-		2,371,650		(60,000)
	$	-	$	2,345,556	$	(68,102)

Cash Flows from Financing Activities
Capital stock issued		-		555,000		2,079,780
Demand note		-				180,000
Advances from related parties		26,268				163,680
	$	26,268	$	555,000	$	2,423,460
Increase (decrease) in cash from continuing operations		(78,293)		167,127		3,761
Cash, beginning of the period		82,054		25,182		0
Cash, end of the period	$	3,761	$	192,309	$	3,761

Supplemental disclosure of non-cash transactions (Note 5)

The accompanying notes are an integral part of the consolidated financial statement

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Consolidated Statements of Stockholders’ Deficiency

For the period November 20, 2002 (Date of Inception) to March 31, 2009

(Stated in US Dollars) (Unaudited)


	Common Shares		Additional Paid-in Capital	Contributed Surplus	Deficit Accumulated During the Exploration Stage	Accumulated Other Comprehensive Loss	Total Stockholders’ Deficiency
	Number	Amount
Issued for services on November 23, 2002 – at $0.0002 per share	57,600,000	$ 57,600	$ (45,600)	$ -	$ -	$ -	$ 12,000
Issued for cash – at $0.0004 per share	48,600,000	48,600	(28,350)	-	-	-	20,250
Foreign currency translation adjustment	-	-	-	-	-	(374)	(374)
Net loss for the period ended September 30, 2003	-	-	-	-	(47,677)	-	(47,677)

Balance, September 30, 2003	106,200,000	106,200	(73,950)	-	(47,677)	(374)	(15,801)
Issued for cash – at $0.025 per share	181,200	181	4,349	-	-	-	4,530
Contributed services	-	-	40,000	-	-	-	40,000
Foreign currency translation adjustment	-	-	-	-	-	(229)	(229)
Net loss for the Period ended September 30, 2004	-	-	-	-	(80,605)	-	(80,605)

Balance, September 30, 2004	106,381,200	106,381	(29,601)	-	(128,282)	(603)	(52,105)
Contributed services	-	-	30,000	-	-	-	30,000
Foreign currency translation adjustment	-	-	-	-	-	(1,705)	(1,705)
Net loss for the Period ended September 30, 2005	-	-	-	-	(83,763)	-	(83,763)

Balance, September 30, 2005	106,381,200	106,381	399	-	(212,045)	(2,308)	(107,573)

SEE ACCOMPANYING NOTES

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Consolidated Statements of Stockholders’ Deficiency

For the period November 20, 2002 (Date of Inception) to March 31, 2009

(Stated in US Dollars)

(Unaudited)


	Common Shares		Additional Paid-in Capital	Contributed Surplus	Deficit Accumulated During the Exploration Stage	Accumulated Other Comprehensive Loss	Total Stockholders’ Deficiency
	Number	Amount
Issued for services	3,000,000	3,000	117,000	-	-	-	120,000
Shares returned to treasury	(7,297,360)	(7,298)	7,298	-	-	-	-
Contributed services	-	-	40,000	-	-	-	40,000
Foreign currency translation adjustment	-	-	-	-	-	(2,092)	(2,092)
Net loss for the Period ended September 30, 2006	-	-	-	-	(59,587)	-	(59,587)

Balance September 30, 2006	102,083,840	102,083	164,697	-	(271,632)	(4,400)	(9,252)

Capital issued for financing	750,000	750	1,499,250	-	-	-	1,500,000
Capital issued for services	668,000	668	461,482	-	-	-	462,150
Capital issued on acquisition of Minera Jeronimo SA de CV	1,455,000	1,455	2,370,195		-	-	2,371,650
Cancellation of shares	(62,054,000)	(62,054)	62,054	-	-	-	-
Net Loss	-	-	-	-	(2,034,931)	-	(2,034,931)

Balance December 31, 2007	42,902,840	42,902	4,557,678	-	(2,306,563)	(4,400)	2,289,617

SEE ACCOMPANYING NOTES

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Consolidated Statements of Stockholders’ Deficiency

For the period November 20, 2002 (Date of Inception) to March 31, 2009

(Stated in US Dollars)

(Unaudited)


	Common Shares		Additional Paid-in Capital	Contributed Surplus	Deficit Accumulated During the Exploration Stage	Accumulated Other Comprehensive Loss	Total Stockholders’ Deficiency
	Number	Amount
Capital issued for financing	1,009,091	1,010	553,990	-	-	-	555,000
Capital issued for services	6,594,289	6,595	1,492,881	-	-	-	1,499,476
Capital issued for debt	327,272	327	179,673	-	-	-	180,000
Stock based Compensation	-	-	-	22,625	-	-	22,625
Net Loss	-	-	-	-	(4,611,869)	-	(4,611,869)
Balance June 30, 2008	50,833,492	50,834	6,784,222	22,625	(6,918,432)	(4,400)	(65,151)

Capital issued for financing	-	-	-	-	-	-	-
Capital issued for services	-	-	-	-	-	-	-
Capital issued for debt	5,973,393	5,972	203,097	-	-	-	209,069
Stock based Compensation	-	-	-	-	-	-	-
Net Loss	-	-	-	-	(110,993)	-	(110,993)
Balance September 30, 2008	56,806,885	56,806	6,987,318	22,625	(7,029,425)	(4,400)	32,925

Wind Works Power Corp.

(Formerly AmMex Gold Mining Corp. - an Exploration Stage Mining Company)

Consolidated Statements of Stockholders’ Deficiency

For the period November 20, 2002 (Date of Inception) to March 31, 2009

(Stated in US Dollars)

(Unaudited)


	Common Shares		Additional Paid-in Capital	Contributed Surplus	Deficit Accumulated During the Exploration Stage	Accumulated Other Comprehensive Loss	Total Stockholders’ Deficiency
	Number	Amount
Capital issued for financing	-	-	-	-	-	-	-
Capital issued for services	-	-	-	-	-	-	-
Capital issued for debt	-	-	-	-	-	-	-
Stock based Compensation	-	-	-	-	-	-	-
Net Loss	-	-	-	-	(62,093)	-	(62,093)
Balance December 31, 2008	56,806,885	56,806	6,987,318	22,625	(7,091,518)	(4,400)	(29,168)

Capital issued for financing	-	-	-	-	-	-	-
Capital issued for services	-	-	-	-	-	-	-
Capital issued for debt	-	-	-	-	-	-	-
Stock based Compensation	-	-	-	-	-	-	-
Net Loss	-	-	-	-	(73,228)	-	(73,228)
Balance March 31, 2009	56,806,885	56,806	6,987,318	22,625	(7,164,746)	(4,400)	(102,397)

SEE ACCOMPANYING NOTES

Note 1

Basis of Presentation

AmMex Gold Mining Corp. changed its name to Wind Works Power Corp. on March 25, 2009. The Company, incorporated under the laws of the State of Nevada, is a natural resource company engaged in the acquisition, exploration of silver, gold and precious metal properties. The Consolidated financial statements of Wind Works Power Corp.. include the accounts of its wholly owned subsidiary Minera Jeronimo S.A. de C.V.

The accompanying consolidated financial statements and notes thereto of Wind Works Power Corp (the “Company” have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted. The accompanying consolidated financial statements and notes thereto should be read in conjuction with the consolidated financial statements and notes thereto included in the Company’s 2008 Annual Report on Form 10-K.

In the opinion of management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company’s consolidated financial position at March 31, 2009 and the consolidated results of operations and consolidated statements of cash flows for the period ended March 31, 2009.

Going Concern

These financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common stock. Continued operations of the Company are dependent on the Company’s ability to complete additional equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings.


	March 31, 2009	June 30 2008
Deficit accumulated during the exploration stage	7,164,746	6,918,431
Working capital (deficiency)	(107,355)	(70,985)

Note 2

Significant Accounting Policies

The consolidated financial statements are prepared by management in accordance with generally accepted accounting principles of the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities

and the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. The principal accounting policies followed by the Company are as follows:

Cash and cash equivalents

Cash and cash equivalents include cash and highly liquid investments with an original maturity of three months or less.

Fair Value of Financial Instruments

The fair market value of the Company’s financial instruments comprising cash, accounts receivable, and accounts payable and accrued liabilities were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions which at times, exceed federally insured amounts. The Company has not experienced any material losses in such accounts

Fixed Assets

Fixed Assets are capitalized at cost. Amortization is recorded on a declining balance basis at a rate between 20% and 30% per annum.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.

Mineral Properties

The Company has not yet realized any revenues from its planned operations. It was primarily engaged in the acquisition and exploration of mining properties, but has since modified its business plan to focus on alternate energy. The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets.” The Company assesses the carrying cost for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end.

Note 2

Significant Accounting Policies (Continued)

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated lie of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Income Taxes

The Company records income taxes in accordance with SFAS No. 109, using the asset and liability method. Pursuant to SFAS No. 109 the company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future Period; and accordingly is offset by a valuation allowance. FIN No.48 prescribes a recognition threshold and measurement attribute for financial statement recognition ad measurement of tax positions taken into in tax returns.

To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts would have been accrued and are classified as a component of income tax expense in our Consolidated Statements of Operations. The Company elected this accounting policy, which is a continuation of our historical policy, in connection with our adoption of FIN 48.

Foreign Currency Translation

The Company’s functional currency is the United States dollar. The consolidated financial statements of the Company are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation” (“SFAS No. 52). Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Mexican pesos and Peruvian sols. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

The functional currency of the Company’s wholly-owned subsidiary is the Mexican peso. The financial statements of the subsidiary are translated to United States dollars in accordance with SFAS No. 52 using period-end rates of exchange for assets and liabilities, and average rates of exchange for the Period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in current operations.

Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at December 31, 2008 , the Company’s only component of comprehensive income was foreign currency translation adjustments.

Asset Retirement Obligation

The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying

Note 2

Principal Accounting Policies (Continued)

amount of the associated asset. The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognizable over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted-risk-free interest rate. To date, no material asset retirement obligation exists due to the early stage of the Company’s mineral exploration. Accordingly, no liability has been recorded.

Environmental Protection and Reclamation Costs

The operations of the Company have been, and may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company may vary form region to region and are not predictable.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not anticipate any material capital expenditures for environmental control facilities.

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Stock Issued in Exchange for Services

The valuation of the Company’s common stock issued in exchange for services is valued at an estimated fair market value as determined by officers and directors of the Company based upon trading prices of the Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered are recognized over the period that the services are performed.

Stock Based Compensation

The Company has adopted the provisions of SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant).

Note 3

Related Party Transactions

During the Period ended March 31, 2009 , directors received payments on account of professional fees and reimbursement of expenses in the amount of $Nil (2008: $8,626).

During the nine month period ended March 31, 2009, the company issued 4,714,290 common shares with a total fair market value of $165,000 to directors and officers of the Company in settlement of accounts payable.

Note 4

Non-cash Transactions

There were no interest or income taxes paid during 2008 or 2007. During the nine month Period ended March 31, 2009, the company entered into certain non-cash operating activities as follows:

The Company expensed $159,064 (2007: $822,734) for common shares issued for services. The common shares had been issued prior to June 30, 2008, and this amount had been previously included in prepaid expenses as at June 30, 2008.

The Company issued 5,973,393 common shares of the company at a value of $0.035 per share in settlement of accounts payable in the amount of $209,069 (Note 7).

Note 5

Fixed Assets


Cost Opening Balance	Additions During the Period	Accumulated Depreciation	Net Book Value at March 31, 2009	Net Book Value at June 30, 2008

$ 8 ,102	$ -	$ 3,144	$ 4,958	$ 5,834

Note 6

Share Capital

Total authorized share capital of the Company is as follows:

200,000,000 Common shares with a par value of $0.001

During the nine month Period ended March 31, 2009:

The Company settled accounts payable in the amount of $209,069 by issuance of 5,973,393 common shares.

During the period ended March 31, 2009, the Board of Directors authorized a reverse split of the Company’s Common stock in which every 10 shares of Common stock held by a shareholder were reduced to one share of Common stock. The reverse split is effective subsequent to the quarter end.

Note 7

Employee Stock Option Plan

On July12, 2007, the board and shareholders approved the 2007/08 Stock Incentive & Compensation Plan thereby reserving 6,000,000 common shares for issuance to employees, directors and consultants. The significant details of the plan are as follows:

All employees and consultants of the company are eligible to be granted stock options;

May issue up to 6,000,000 common shares;

Options shall not be priced at less than 100% of the FMV of common stock at the date of grant;

Maximum life of option is 10 Periods;

Options are non-transferable, may only be exercised;

Options expire on termination of employment.

On November 29, 2007, the board granted 500,000 stock options expiring December 31, 2009 to a director of the company vesting on January 1, 2008. During the period ended December 31, 2008 all option to purchase common stock were cancelled by the board of directors.

Changes in the Company’s stock options for the Period ended March 31, 2009 are summarized below:


	Number	Weighted Avg. Exercise Price
Balance, beginning of Period	500,000	$0.20
Cancelled	(500,000)	0.20
Balance, end of period	-	$0.00

Note 8

Segmented Information

Segmented information has been compiled based on the geographic regions that the company has acquired mineral properties and performs its exploration activities.

Loss for the nine month Period by geographical segment for the Period ended March 31, 2009:


			United States	Mexico	Total
Interest income		$	56	-	56

Expenses:
	Exploration Expenses		41,215	(10,366)	30,849
	Geologists		-	-	-
	Advertising and Promotion		1,372	-	1,372
	Consulting Fees		-	-	-
	Corporate Communications		378	-	378
	Employment Compensation		-	-	-
	Insurance		10,201	-	10,201
	Amortization		876	-	876
	Office and Miscellaneous		880	382	1,262
	Professional Fees		33,973	-	33,973
	Rent		5,874	-	5,874
	Stock based Compensation		159,064	-	159,064
	Travel and Lodging		-	-	-
	Interest and Service charges		2,500	21	2,521
	Write-down of Mineral Properties		-	-	-

	Total Expenses		256,334	(9,963)	246,370
Net loss from continuing operations		$	256,278	(9,963)	246,314

Note 8

Segmented Information (Continued)

Loss for the nine month Period by geographical segment for the Period ended March 31, 2009:


			United States		Mexico		Total
Interest income		$	9,273	$	115	$	9,388

Expenses:
	Exploration Expenses		328,424		(35)		328,389
	Geologists		24,793		-		24,793
	Advertising and Promotion		13,787		-		13,787
	Consulting Fees		103,460		-		103,460
	Corporate Communications		380,604		-		380,604
	Employment Compensation		475,770		-		475,770
	Insurance		36,069		-		36,069
	Amortization		1,099		-		1,099
	Office and Miscellaneous		5,601		32		5,633
	Professional Fees		216,453		-		216,453
	Rent		6,381		-		6,381
	Travel and Lodging		7,488		-		7,488
	Interest and Service charges		989		8		997
	Miscellaneous		-		-		-
	Write-down of Mineral Properties		2,421,650		-		2,421,650

	Total Expenses		4,022,566		5		4,022,571
Net loss from continuing operations		$	4,013,293	$	(110)	$	4,013,183

Assets by geographical segment:


		United States		Mexico		Total
	$		$		$
March 31, 2009
Mineral properties		-		-		-
Equipment		4,958		-		4,958

March 31, 2008
Mineral properties		10,000		-		10,000
Equipment		6,193		-		6,193

Note 9

Commitments

By a lease agreement dated July 6, 2006, the Company agreed to lease office premises for three Periods commencing August 1, 2006 for the following consideration:


2009	$ 7,832

Note 10

Recent Accounting Pronouncements

Fair value measurement

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, "Fair Value Measurement" ("SFAS 157"). The Statement provides guidance for using fair value to measure assets and liabilities. The Statement also expands disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurement on earnings.

This Statement applies under other accounting pronouncements that require or permit fair value measurements. This Statement does not expand the use of fair value measurements in any new circumstances. Under this Statement, fair value refers to the price that would sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. SFAS 157 is effective for the Company for fair value measurements and disclosures made by the Company in its fiscal Period beginning on January 1, 2008. The Company is currently reviewing the impact of this statement.

Employers accounting for defined benefit pension and other postretirement plans

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R)" (SFAS 158"). SFAS 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the overfunded or underfunded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS 87, "Employers' Accounting for Pensions", or SFAS 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", (c) measure defined benefit plan assets and obligations as of the date of the employer's fiscal Period-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal Period that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. SFAS 158 is effective for the Company's fiscal Period ending December 31, 2007. The adoption of SFAS No. 158 is not expected to have a material impact on the Company's financial position, results of operations or cash flows.

The Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 is effective for the Company at the beginning of fiscal 2009. This statement permits us to choose to measure many financial instruments and certain other items at fair value. Adoption of SFAS 159 on July 1, 2008 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Accounting for Deferred Compensation and Post Retirement Benefit Aspects of Collateral Assignment Split Dollar Life Insurance

The Emerging Issues Task Force (EITF) reached consensus on EITF Issue No. 06-10, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements (EITF 06-10), which requires that a company recognize a liability for the postretirement benefits associated with collateral assignment split-dollar life insurance arrangements. The provisions of EITF 06-10 are effective for Meredith as of July 1, 2008, and will impact the Company in instances where the Company has contractually agreed to maintain a life insurance policy (i.e., the Company pays the premiums) for an employee in periods in which the employee is no longer providing services. Adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Business Combinations

In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations (SFAS 141R). SFAS 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development, and restructuring costs. In addition, under SFAS 141R, changes in an acquired entity's deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. SFAS 141R is effective for fiscal Periods beginning after December 15, 2008. We will adopt SFAS 141R on July 1, 2009. This standard will change our accounting treatment for business combinations on a prospective basis.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective for fiscal Periods beginning after December 15, 2008. Adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 10

Recent Accounting Pronouncements (Continued

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities. It requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for financial statements issued for fiscal Periods beginning after November 15, 2008. Accordingly, the Company will adopt SFAS 161 in fiscal 2010.

Item 1A.

RISK FACTORS

Except for the following risk factor, we do not believe that there have been any material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the period ended June 30, 2008.

We have authorized a 10:1 reverse stock split.

We have obtained the written consent of the holders of a majority of our issued and outstanding shares of common stock to reverse split our common stock on a 10:1 basis whereby every 10 shares of our issued and outstanding shares of common stock will be converted into one share of our common stock. While there will be no dilution as a result of this reverse stock split, we will have an increased number of authorized but unissued shares of common stock which if issued, will result in further dilution to our shareholders.

We intend to pursue new business opportunities.

We have not been successful in developing our mining operations. While we will continue to investigate these opportunities, our focus has shifted to alternative energy and we will be investigating opportunities in wind power. We have no experience in this field. There can be no assurance that we will be successful in this new business. We will also require additional capital to implement our new business plan. If we cannot secure additional financing there can be no assurance that we will be successful in launching this new business opportunity.

Our management has no experience in the alternative energy field.

Management has no experience in either investigating potential opportunities in the alternative energy field or operating any company engaged in this area. Management will require additional training to undertake any venture in the development of commercial wind parks. Alternatively, management will have to hire personnel with the expertise in this field. If management cannot develop the expertise to exploit opportunities in alternative energy or, retain qualified people, it is highly unlikely that we will be able to compete effectively even if we secure required financing.

We have no history in working with wind power.

We have no history of earnings or cash flow from alternative energy sources and management has no experience in this area. If we are able to identify prospective sites for a wind park or even secure financing to purchase or lease wind turbines, there is no assurance that these undertakings will be commercially viable. Factors beyond our control may restrict our ability to undertake this project including more restrictive government regulation, changing weather conditions viability and a changing economic environment.

We will need to raise additional capital.

The commercial exploitation of wind power technology will require additional capital. There is no commitment in place to secure this additional financing. Any equity financing may be dilutive to shareholders, and debt financing, if available, would increase expenses and may involve restrictive covenants. The Company will be required to raise additional capital, at times and in amounts, which are uncertain, especially under the current capital market conditions. Under these circumstances, if the Company is unable to acquire additional capital or is required to raise it on terms that are less satisfactory than desired, the Company will not be able to implement its new business strategy.

2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Background

Since our inception we have been engaged in several different business fields, none of which were successful. Our initial focus was to develop high speed wireless internet access to the public via public hot spots. This business venture was not successful and was terminated in early 2006. In June 2006, we changed our business focus to concentrate on precious metal exploration, primarily gold and silver. As an exploratory stage mining companies, our activities have been limited to searching for deposits from which we may be able to extract precious minerals and designing a process for profitable extraction. Drilling results on a number of properties have not been successful and have been abandoned. We currently have a 70% interest in a joint venture with EXMIN Resources Inc. in connection with the Concha mineral concession located in the Melchor Ocampo mining district of Zacatecas, Mexico. Further drilling will be dependent upon more favorable geological studies, of which there can be no assurance. Notwithstanding the foregoing, management believes that even if the Company can confirm more favorable geological studies which identify proven reserves of either gold or silver, the costs to commence mining operations would be prohibitive. Based on the foregoing, we have decided to redirect our attention to alternative energy sources.

In furtherance thereof, management has been investigating opportunities in wind power. Management believes that renewable energy supplies will be in increasing demand over the next ten years. In order for us to proceed with this business model, management felt that amending our certificate of incorporation to change our name to Wind Works Power Corp. would be more appropriate to reflect this new business focus.

WIND POWER

Industry Overview

In today’s society, wind power and alternative energy are becoming a fast growing force along with the “Go Green” attitude. Renewable energy is produced using resources that are naturally replenished, such as wind, sunlight, geothermal heat, tides and biofuels. Technologies that produce energy from these renewable sources (other than biofuels) are often referred to as “clean” or “green” as they produce few, if any, pollutants that negatively impact the environment. Comparatively, fossil fuels such as coal, natural gas and oil are exhaustible and release greenhouse gases such as carbon dioxide or other pollutants into the atmosphere during energy production. As a result of increased environmental awareness, the deployment of renewable energy technologies has grown rapidly during the past several years. According to the Energy Information Administration, 37% of new U.S. power generation capacity in 2007 consisted of renewable technologies, compared with only 2% in 2003. This increase is expected to continue in both the United States and Canada. It is anticipated that renewable energy capacity in North America is expected to grow by a compounded annual growth rate between 9% and 11% through 2025. At this rate, the United States and Canada could supply 25% of its electrical energy requirements with renewable energy by 2025.

Wind energy is the fastest-growing renewable energy generation technology worldwide due to its cost efficiency, technological maturity and the wide availability of wind resources. It has been suggested that wind power has the greatest potential among all renewable energy technologies for further growth in North America. Although the United States and Canada have hydroelectric and geothermal resources, many potential hydroelectric sites have already been developed and geothermal production is confined by geographical limitations to only certain areas. In contrast, the available untapped wind resources across North America remains vast. Additionally, other renewable energy technologies, such as solar power, are currently less economically attractive than wind energy, and others, such as biofuels, emit particulates which have a greater negative impact on the environment than wind energy.

Wind Energy Fundamentals

The term “wind energy” refers to the process used to generate electricity through wind turbines. The turbines convert wind’s kinetic energy into electrical power by capturing it with a three blade rotor mounted on a nacelle that houses a gearbox and generator. When the wind blows, the combination of the lift and drag of the air pressure on the blades spins the blades and rotor, which turns a shaft through the gearbox and generator to create electricity.

Wind turbines are typically grouped together in what are often referred to as “wind parks.” Electricity from each wind turbine travels down a cable inside its tower to a collection point in the wind park and is then transmitted to a substation for voltage step-up and delivery into the electric utility transmission network, or “grid.” Today’s wind turbines can efficiently generate electricity when the wind speed is between 11 and 55 miles per hour.

A key factor in the success of any wind park is the profile and predictability of the wind resources at the site. Extensive studies of historical weather and wind patterns have been performed across North America and many resources, in the forms of charts, graphs and maps, are available to wind energy developers. The most attractive wind park sites offer a combination of land accessibility, power transmission, proximity to construction resources and strong and dependable winds.

When wind energy developers identify promising sites, they perform detailed studies to provide greater certainty with respect to the long-term wind characteristics at the site and to identify the most effective turbine strategy. The long-term annual output of a wind park is assessed through the use of on-site wind data, publicly available reference data and sophisticated software. Wind speeds are estimated in great detail for specific months, days or even hours, and are then correlated to turbine manufacturers’ specifications to identify the most efficient turbine for the site. Additional calculations and adjustments for turbine availability (which is principally affected by planned and unplanned maintenance events), wake effects (wind depletion caused by turbines sited upwind), blade soiling and icing and other factors are made to arrive at an estimate of net expected annual kilowatt hour electricity production at the site.

Employees:

As of March 31, 2009 we have no employees except for our executive officers.

Comparison of Operating Results for the Three and Nine Months ended March 31, 2009 and for the Three and Nine Months ended March 31, 2008.

Revenues

We have been an exploratory mining company with no revenues from operations. All of our revenues to date represent interest income which we have earned as a result of our cash holdings. Monies are deposited in interest bearing accounts. Our cash holdings were generated from the sale of our securities. Our cash holdings continue to decline and as a result interest income for the three and nine months ended March 31, 2009 were $3.00 and $56.00, as compared to $9,388 and $12,520 for the comparable periods in 2008. Total interest income since inception was $12,520.

Operating Expenses

For the three and nine months ended March 31, 2009 our operating expenses totaled $73,231 and $246,370 as compared to $473,561 and $4,022,571 in 2008. We have incurred total operating expenses since inception of $7,284,626. The primary reason for this significant decline in our operating expenses is directly attributable to a significant reduction in our exploration expenses, corporate communication fees, employment compensation and professional fees. There was no stock based compensation paid during our most recent fiscal quarter. However, stock based compensation for the nine months ended March 31, 2009 totaled $159,064 while no stock based compensation was paid during the comparable periods in 2008.

With declining cash reserves, our exploration expenses continue to decline. For the nine months ended March 31, 2009 our exploratory expenses totaled $30,850 as compared to $328,389 for the comparable periods in 2008. Total exploration costs since inception were $1,647,397. We have not incurred any geologist expenses for the nine months ended March 31, 2009 as compared to $24,793 in 2008 and $264,469 since inception.

Officers and directors did not receive cash compensation for the three and nine months ended March 31, 2009 as compared to $293,535 and $475,770 in 2008. Total employment compensation since inception totaled $1,220,483.

Professional fees for the three and nine months ended March 31, 2009 totaled $25,021 and $33,972 as compared to $53,377 and $216,453 for the comparable periods in 2008. Total professional fees since inception are $277,130.

Corporate communications have been nominal in 2009 as compared to $27,128 and $380,604 in 2008. With our reduced exploratory expenses and limited cash, we have all but eliminated these expenses.

Net Income (loss)

Our Net Loss from operations for the three and nine months ended March 31, 2009 was $73,228 and $246,314 as compared to $471,902 and $4,013,183 in 2008. Net loss since inception totaled $7,272,106. The reason for the significant decrease in our quarterly losses is attributable to reduced exploration activities, the elimination of corporate communication fees and management’s efforts to control expenses.

Net Loss per share for the three and nine months ended March 31, 2009 was $(0.01) and $(0.01) as compared to $(0.01) and $(0.08) for the comparable periods in 2008.

Until such time as we are able to determine that the mineral deposits can be extracted in a commercially reasonable manner from our current joint venture or we successfully launch our wind power program or secure additional capital, of which there can be no assurance, we will continue to incur ongoing losses and minimal operations.

Liquidity and Capital Resources

Assets and Liabilities

As of March 31, 2009 we had cash totaling $3,761 and prepaid expenses of $3,013 as compared to cash totaling $82,054 and prepaid expenses totaling $170,492 as of June 30, 2008. Total current assets were $7,228 as compared to $253,030. Our fixed assets at March 31, 2009 were $4,958 as compared to $5,834. We have total assets of $12,186 as of March 31, 2009 as compared to $258,864 at June 30, 2008.

Our current liabilities as of March 31, 2009 totaled $114,583 as compared to $324,015 at June 30, 2008. The reduction in our current liabilities is primarily attributable to settlement of a debt obligation for which we issued shares of our common stock.

We have a working capital deficit at March 31, 2009 (current assets less current liabilities) of $107,355 as compared to a working capital deficit of $70,985 at June 30, 2008. We will have to secure additional funding, of which there can be no assurance, in order for us to continue either our mining or wind power operations.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (the "SEC"), encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The Company's consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Pre-exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement No. 7 and The Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as pre-exploration stage.

Capitalization of Mineral Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred until such time as reserves are proven. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.

Foreign Currency Translation

The Company’s former subsidiary, Oasis, translated amounts from its functional currency, Canadian dollars, to the reporting currency, United States dollars, in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation”. At cash balance sheet date, recorded balances that are denominated in a currency other than US dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ deficiency and included in comprehensive loss.

Monetary assets and liabilities are translated into the reporting currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the assets and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the year.

Fair Value of Financial Instruments

The carrying values of the Company’s financial instruments, consisting of amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of such instruments. Due to related parties also approximates its fair value. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Comprehensive Loss

The Company has adopted SFAS No. 130 “Reporting Comprehensive Income”. Comprehensive loss is comprised of net loss and foreign currency translation adjustments.

New Accounting Standards

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share Based Payment”, that addresses the accounting transactions in which a company exchanges its equity instruments for goods or services. SFAS No. 123R requires that such transactions be accounted for using a fair value based method. Adoption of SFAS No. 123R is effective for fiscal periods beginning after December 15, 2005.

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

None.

Item 4.

Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation considered the procedures designed to ensure that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 13d-15(d) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(c)

Inherent Limitations of Disclosure Controls and Internal Controls over Financial Reporting

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation or effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 4t.

The information required by Item 4t is contained in Item 4.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 2.

Unregistered Sales of Equity Securities.

None.

Item 3.

Defaults upon senior securities.

None

Item 4.

Submission of matters to a vote of security holders.

None.

Item 5.

Other information

None.

Item 6.

Exhibits

Exhibit No. Description

----------- -----------

2.1

Certificate of Amendment to Articles of Incorporation*

31.1 Section 302 Certification of the Principal Executive Officer *

31.2 Section 302 Certification of the Principal Financial Officer *

32.1 Section 906 Certification of Principal Executive Officer *

32.2 Section 906 Certification of Principal Financial and Accounting Officer *

* Filed herewith

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.

Wind Works Power Corp.

Date: May 14, 2009

By: /s/ W. Campbell Birge

--------------------------------

W. Campbell Birge

CEO and Director

Date: May 14, 2009

By:/s/ Lucie Letellier

---------------------------------

Chief Financial Officer