UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K 

	(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2008
r	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________  to ______

Commission File Number 000-26673

WELWIND ENERGY INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	98-0207081
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

10-20172 113B Avenue, Maple Ridge, British Columbia, Canada V2X 0Y9

(Address of principal executive offices)

(604) 460-8487

(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes r No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes r  No x

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 r

1

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.r

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 126.2 of the Exchange Act). Yes r No x

The aggregate market value of common stock held by non-affiliates of the Registrant on May 13, 2009 based on the closing price on that date of $0.02 on the Over the Counter Bulletin Board was $2,964,000. For the purposes of calculating this amount only, all directors, executive officers and shareholders owning in excess of ten percent (10%) of the Registrant’s outstanding common stock have been treated as affiliates.

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  r	Accelerated filer  r	Non-accelerated filer r	Smaller reporting company  x
		(Do not check if a smaller reporting company)

The number of shares of common stock outstanding as of May 13, 2009 was 198,064,837.

DOCUMENTS INCORPORATED BY REFERENCE:

2

WELWIND ENERGY INTERNATIONAL CORPORATION

Table of Contents

		Page
	PART I
Item 1	Business	5
Item 1A	Risk Factors	21
Item 1B	Unresolved Staff Comments	25
Item 2	Properties	25
Item 3	Legal Proceedings	25
Item 4	Submission of Matters to a Vote of Security Holders	25
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6	Selected Financial Data	27
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	33
Item 8	Financial Statements and Supplementary Data	34
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A(T)	Controls and Procedures	51
Item 9B	Other Information	53
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	53
Item 11	Executive Compensation	56
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13	Certain Relationships and Related Transactions	60
Item 14	Principal Accountant Fees and Services	60
	PART IV
Item 15	Exhibits and Financial Statement Schedules	61

3

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

· The availability and adequacy of our cash flow to meet our requirements;

· Economic, competitive, demographic, business and other conditions in our local and regional markets;

· Changes or developments in laws, regulations or taxes in our industry;

· Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

· Competition in our industry;

· The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

· Changes in our business strategy, capital improvements or development plans;

· The availability of additional capital to support capital improvements and development; and

· Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

4

Use of Term

Except as otherwise indicated by the context, references in this report to “Company,” “WEIC,” “we,” “us” and “our” are references to the pre-acquisition business of Vitasti, Inc. and post-acquisition business of Welwind Energy International Corporation.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America and all other references to “$” refer to the legal currency of Canada.

PART I

ITEM 1. BUSINESS

Overview

We see wind power becoming an efficient power source globally. Welwind’s current projects focus is in the wind energy sector with future renewable energy applications under consideration. Renewable energy is power that comes from renewable resources such as the sun, wind and organic matter. These resources are constantly replenished by nature and are a cleaner source of energy. Welwind’s goal is to add more renewable energy globally, resulting in cleaner air and a more stable energy supply for our future.

Welwind Energy International was founded to build, own and operate wind farms on an international scale. Our current project focus is to bridge the North America-China link by building wind farms in China.  The Company will also work on extending its business plan into other markets including Canada and the United States.

Our Corporate History

The Company was incorporated on December 18, 1997, pursuant to the laws of the State of Delaware under the name of Autoeye Inc. On February 25, 2000, as part of an acquisition of The Forest Industry Online Inc., we changed our name to forestindustry.com, Inc. Prior to this acquisition, our Company was inactive. On October 25, 2002, we entered into a share exchange agreement with GolfLogix, Inc., a British Columbia, Canada Corporation (“GolfLogix Canada”) that was incorporated in February 2000, as West Coast Electric Vehicle Distributors, Inc. Under the terms of the Share Exchange Agreement, we acquired all of the outstanding shares of GolfLogix Canada in exchange for 2,500,000 shares of our common stock. As a result, GolfLogix Canada was a wholly owned subsidiary of our Company.

Prior to the acquisition of Golflogix Canada, our business activities included designing web sites and operating and maintaining a computer internet web site for companies associated with the forest and wood product industries. However, subsequent to the acquisition of this business we failed to generate profitability and incurred negative cash flows from operations. GolfLogix Canada, a distributor of golfing merchandise and has entered into an agreement to purchase a licensing right to market and distribute the GolfLogix System in Canada.

After our acquisition of GolfLogix Canada, on November 30, 2002, we entered into a stock purchase agreement with Cherry Point Consulting, resulting in a divestiture of the assets of Forest Industry Online. Under the agreement, Cherry Point Consulting purchased shares of Forest Industry Online and assumed all of the related assets and liabilities of the same. On January 7, 2003, we changed our name to Global Golf Holdings, Inc.

On April 15, 2004, the Company filed a Form 8-K announcing that due to lack of success in executing the Company’s business plan and considerable under funding of the same, that the Board of Directors had determined that it was no longer viable to continue operations under the current business plan.

5

On November 23, 2004 the Registrant closed on the Agreement with Low Carb Centre and affiliates (hereinafter “LCC”). LCC is a privately held company organized under the laws of British Columbia, Canada with its primary business being the retail sales and distribution of gourmet low carbohydrate food products through its traditional brick-and-mortar retail stores and the World Wide Web at www.lowcarbcentre.com. The Low Carb Bakery (“LCB”) is a privately held company organized under the laws of British Columbia, Canada with its primary business being the manufacturing of food products for the LCC retail market. McNabb & Associates (“MNA”) is a privately held company organized under the laws of British Columbia, Canada with its primary business being the management and supervision of the business operations of both LCC and LCB.

Under the terms of the LCC Transaction, the Registrant acquired substantially all of the assets of LCC, including, but not limited to, LCC’s suppliers, customer and vendor lists and records pertaining thereto, the trade names “Low Carb Centre,” “Low Carb Bakery” and “McNabb and Associates,” all registered and unregistered trademarks, service marks, sales marks, colors, names and slogans relating to the business, and all applications for any of the foregoing, together with all of the Sellers’ rights to use all of the foregoing forever, and all goodwill associated with the foregoing, the existing phone number(s) and websites of the business, all assets referred to or referenced within any audited financial statements of the business in preparation or consideration of the closing of the LCC Transaction and any and all recipes, trade secrets, trade practices, décor, goodwill, clients, equipment, furniture, assets, machinery, trade fixtures, miscellaneous supplies, inventory, existing contracts and tangible personal property.

Consideration for the LCC Transaction was 14,743,199 newly issued shares of the Registrant post-reverse split. The terms and conditions of the Agreement were determined in arm’s length negotiations between the Registrant and LCC.

The terms and conditions of the Asset Purchase Agreement were determined in arm’s length negotiations between the Company and LCC.

Since the LCC Transaction effectively constituted a reverse purchase with the management and shareholders of LCC essentially assuming the same positions in Vitasti, reverse purchase accounting principles were utilized by the Company in accounting for that transaction.

The Acquisition of Welwind Energy International Corporation (an Alberta, CanadaCcorporation).

On April 11, 2006, the Company and Welwind Energy International Corporation, a Corporation duly incorporated under the laws of the Province of Alberta, Canada, and the shareholders of Welwind Energy International Corporation (the “Shareholders”), entered into a Share Exchange Agreement (the ‘Agreement”). The Agreement was closed on the 17th of August 2006. Per the Agreement, the Company acquired 100% of Welwind Energy International Corporation (“WEIC”) in exchange for 11,000,000 unregistered shares of Vitasti, which were distributed to the Shareholders as required by the terms of the Agreement. The Shareholders are subject to the resale provisions of Rule 144.

On October 26, 2006, the Company filed in the office of the Secretary of State for the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation, causing the name of the Company to be changed from Vitasti, Inc. to Welwind Energy International Corp.

6

WEIC was founded in 2005 to build, own and operate wind farms on an international scale. Our current project is to bridge the North America-China link by building wind farms in China beginning along the South China Sea.

Recent Business Developments

Subsequent to December 31, 2008, the Company announced the following:

(1)   Termination of relationship with Ningxia Electric Power Corp. in late January 2009

Organizational Structure

Our current organizational structure is summarized by the illustration below:

Overview of our Business

The Company is engaged in the research, development and construction of wind farms, primarily involving small scale wind power.  Our ultimate goal is to build small to medium scale wind farms of which our company has operating control. It is our goal to have our wind farm connected to the general utility electric grid to produce clean, environmentally-sound wind power for use by the electric power industry.

Since 2006, we have been engaged primarily in the development of two projects, both located in the Guangdong Province in China.

Our management has been involved in the wind power industry for more than 10 years. We have experience in the design, manufacture, maintenance and sale of wind turbines, as well as the full-scale development of wind farms. We hold contract rights, are involved with projects in development and under negotiation, and provide development activities in the wind power industry.

7

A wind farm is a group of wind turbines in the same location used for production of electric power. Individual turbines are interconnected with a medium voltage (usually 34.5 kV) power collection system and communications network. At a substation, this medium-voltage electrical current is increased in voltage with a transformer for connection to the high voltage transmission system. A large wind farm may consist of a few dozen to about 100 individual wind turbines, and cover an extended area of hundreds of square miles (square kilometers), but the land between the turbines may be used for agricultural or other purposes. A wind farm may be located off-shore to take advantage of strong winds blowing over the surface of an ocean or lake.

Our two China projects would be considered, at least initially, small scale wind power wind farms, which is the name given to wind generation systems with the capacity to produce 50 kW or less of electrical power. Isolated communities, that otherwise rely on diesel generators, may use wind turbines to displace diesel fuel consumption. Individuals may purchase these systems to reduce or eliminate their dependence on grid electricity for economic or other reasons, or to reduce their carbon footprint. Wind turbines have been used for household electricity generation in conjunction with battery storage over many decades in remote areas. Increasingly, U.S. consumers are choosing to purchase grid-connected turbines in the 1 to 10 kilowatt range to power their whole homes. Household generator units of more than 1 kW are now functioning in several countries, and in every state in the U.S. Grid-connected wind turbines may use grid energy storage, displacing purchased energy with local production when available. Off-grid system users can either adapt to intermittent power or use batteries, photovoltaic or diesel systems to supplement the wind turbine. In urban locations, where it is difficult to obtain predictable or large amounts of wind energy (little is known about the actual wind resource of towns and cities), smaller systems may still be used to run low power equipment. Equipment such as parking meters or wireless Internet gateways may be powered by a wind turbine that charges a small battery, replacing the need for a connection to the power grid, making the potential carbon savings of small wind turbines difficult to determine.

A new Carbon Trust study into the potential of small-scale wind energy has found that small wind turbines could provide up to 1.5 terawatt hours (TW·h) per year of electricity and 0.6 million tonnes of carbon dioxide (Mt CO2) emission savings. This is based on 10% of households installing turbines at costs competitive with grid electricity, which is currently around 12p per kilowatt-hour.

Distributed generation from renewable resources is increasing as a consequence of the increased awareness of climate change. The electronic interfaces required to connect renewable generation units with the utility system can include additional functions such as active filtering to enhance the power quality.

What is Wind Power?

Wind power is the conversion of wind energy into a useful form, such as electricity, using wind turbines.

Wind energy has historically been used directly to propel sailing ships or converted into mechanical energy for pumping water or grinding grain, but the principal application of wind power today is the generation of electricity. Wind power, along with solar power, is non-dispatchable, meaning that for economic operation all of the available output must be taken when it is available, and other resources, such as hydroelectricity, must be used to match supply with demand.

8

What is a MET tower?

MET towers (Meteorological towers), are used to gather wind data necessary for site evaluation and development of wind energy projects.

MET tower instrumentation data logs wind direction and speed. In addition the MET tower can be equipped to record temperature, solar radiation and air pressure if necessary.

The most reliable wind energy assessments depend on wind data recorded continually, over a 1 year period at 40 and 60 meter heights (or greater). The wind data is sampled periodically (every 10 minutes is typical) and stored locally at the tower base using solid state memory devices. MET towers data loggers can be fitted with web server software and an internet connection for remote downloading of the meteorological information stored at the site.

MET tower installation costs typically range between $45,000 - $100,000 (tubular v. lattis) depending on site conditions and the necessity for site improvement, as well as the instrumentation and data logging strategies employed.

Note: Wind turbine efficiencies are proportional (in part) to the turbine rotor diameter.  Since modern rotor diameters can exceed 80 meters it is necessary to gather information on the differing wind conditions that exist along the radius of a rotor blade. Wind differences occur in great part as a result of wind shear, or drag, along hilly contours and heavily wooded or developed surfaces surrounding the turbine. Wind readings at different heights are used to extrapolate wind energy data for all heights along the rotor diameter.

Market Overview

Demand for electricity has dramatically increased as our society has become more technologically driven, Demand for Green Energy has also dramatically increased due to consumers desire to become environmentally conscious.  Both trends are expected to continue. Significant new capacity for the generation of electricity will be required to meet anticipated demand.

Most of the world’s main energy sources are still based on the consumption of non-renewable resources such as petroleum, coal, natural gas and uranium. However, while still a small segment of the energy supply, renewable sources such as wind power are growing rapidly in market share. Wind power delivers multiple environmental benefits. Wind power operates without emitting any greenhouse gases and has one of the lowest greenhouse gas lifecycle emissions of any power technology. Wind power results in no harmful emissions, no extraction of fuel, no radioactive or hazardous wastes and no use of water to steam or cooling. Wind projects are developed over large areas, but their carbon footprint is light. Farmers, ranchers and most other land owners can continue their usual activities after wind turbines are installed on their property.

According to the U.S. Department of Energy, Energy Information Administration’s publication Renewable Resources in the U.S. Electricity Supply, wind power generation is projected to increase eight-fold between 1990 and 2010, a rate of 10.4% per year. Annual growth in the wind power industry for the past ten years has exceeded 28% per year according to the Global Wind Energy Council. Although wind power produces under 1% of electricity worldwide according to the Global Wind Energy Council’s Global Wind 2007 Report, it is a leading renewable energy source and accounts for 19% of electricity production in Denmark (according to the U.S. Department of Energy’s Energy Facts web page), 10% in Spain and 7% in Germany (according to the Global Wind Energy Council’s Europe region web page).

9

Wind power has become a mainstream option for electricity generation, and we believe that it is a critical element to solving climate change and delivering cost-effective power.

According to the Global Wind Energy Council’s Global Wind 2007 Report, the United States led the world in wind power installations in 2007 and global wind capacity increased by more than 20,000 megawatts, with 5,244 megawatts installed in the United States alone. Spain and China were the second and third largest wind power growth countries in 2007 with 3,522 megawatts and 3,304 megawatts of wind power capacity added, respectively, according to the report.

Wind power can deliver zero-emissions electricity in large amounts. Wind projects do not use any fuel for their operations, so the price of wind power does not vary when fuel prices increase. When utilities acquire wind power, they lock in electricity at a stable price for, on average, 20 years or more.

Wind, however, is intermittent and electricity generated from wind power can be highly variable. Good site selection and advantageous positioning of turbines on a selected site are critical to the economic production of electricity by wind energy. In our experience, the primary cost of producing wind-powered electricity is the construction cost; wind energy has no fuel costs and relative low maintenance costs.

Though we have largely focused on the development of wind projects in China we intend to identify sites to produce wind energy in the United States and Canada.

 Growth in Demand for Wind Power

Growth in wind power is being driven by several environmental, socio-economic and energy policy factors that include:

· ongoing increases in electricity demand due to population growth and growth in energy consuming devices such as computers, televisions and air conditioning systems,

· the increasing cost of the predominant fuels required to drive the existing fleet of conventional electric generation such as coal, natural gas, nuclear and oil,

· the increasing cost and difficulty faced in the construction of conventional electric generation plants,

· existing and growing legislative and regulatory mandates for “cleaner” forms of electric generation,

10

· ongoing improvements to wind power systems making them more cost effective and improving availability to meet demand, and

· worldwide concern over greenhouse gas emissions and calls to reduce global warming due to the carbon dioxide produced by conventional electric generation.

China’s abundant inland and offshore wind energy resources provide potential for large-capacity, in-grid wind farms. By the end of 2005, China had built 59 wind farms with 1,854 wind turbine generators and a 1,266 megawatt in-grid wind power installed capacity, ranking it number ten globally.

CHINA’S WIND POWER POTENTIAL

green=great, pink=good, blue=ok, yellow=poor

(offshore & coastal potential not shown)

Today, wind power in China is developing rapidly and receives particularly strong government support. The new Renewable Energy Law and its detailed incentive policies reflect the Chinese government’s intention to build up this industry. By 2020, China plans to have 30 gigawatts of wind power.

European companies dominate China’s wind power equipment market. Among U.S. companies, only GE Wind Power is active in China. In 2005, GE Wind Power occupied 3% of the in-grid wind turbine market in China.

According to the China Academy of Meteorological Sciences, the country possesses a total 235 gigawatts of practical onshore wind power potential that can be utilized at 10 meters above the ground. Annual potential production from wind power could reach 632.5 gigawatts if the annual, full-load operation reaches 2,000-2,500 hours. A detailed survey is needed, however, for economically utilizable wind power resources. The potential for offshore wind power is even greater, estimated at 750 gigawatts. Offshore wind speed is higher and more stable than onshore wind, and offshore wind farm sites are closer to the major electricity load centers in eastern China. Areas rich in wind power resources are mainly concentrated in two areas: northern China’s grasslands and Gobi desert, stretching from Inner Mongolia, Gansu, and Xinjiang provinces; and in the east coast from Shangdong and Liaoning and the Southeast Coast in Fujian and Guangdong provinces.

11

In 1986, China built its first wind farm in Rongcheng, Shandong Province. From 1996 to 1999, in-grid wind power developed very quickly, entering a localization stage. By the end of 2004, there were 43 wind farms with 1291 wind turbines in China, with 764 megawatts of installed capacity. Liaoning, Xinjiang, Inner Mongolia, and Guangdong experienced the fastest wind power development, representing 60% of the installed power generating capacity of national wind power. Currently, Xinjiang’s Dabancheng is the largest wind farm in China, with 100 megawatts of installed power generating capacity. Most generators range from 500 kilowatts to 1 megawatt, accounting for 84% of China’s wind turbine generators.

Regulations and Economic Incentive Plans Implemented by Chinese Government for Renewable Energy Projects

To support the development of wind power technology and growth of the in-grid wind power market, the Chinese government has recently pushed hard on renewables, and it implemented a series of projects and also stipulated a series of economic incentive policies:

– Ride the Wind Program

Windmills, while still subsidized, are

economically viable in high-wind areas

(photo: Nordex 2.5 MW units)

To import technology from foreign companies and to establish a high-quality Chinese wind turbine generator sector, the former State Development and Planning Commission (SDPC) initiated the “Ride the Wind Program” in 1996. This initiative led to two joint ventures, NORDEX (Germany) and MADE (Spain). These JVs effectively introduced 600kilowatts wind turbine generator manufacturing technology of 600 kilowatts into China.

– National Debt Wind Power Program

To encourage the development of domestic wind power equipment manufacturing, the former State Economic & Trade Commission (SETC) implemented the “National Debt Wind Power Program.” This program required the purchase of qualified, locally-made wind power components for new generation projects. China’s government provided bank loans with subsidized interest to wind farm owners of as compensation for the risk of using locally-made wind turbine generators. These loans funded construction of demonstration project wind farms with a total installed capacity of 8megawatts. This program has been completed.

12

– Wind Power Concession Project

The National Development and Reform Commission (NDRC) initiated the “Wind Power Concession Project” in 2004 with a 20-year operational period. This program aims to reduce the in-grid wind power tariff by building large capacity wind farms and achieving economies of scale. Each of the wind farms built in this program must reach a 100 megawatts capacity. By 2006, NDRC had approved 5 wind farms, in Jiangsu, Guangdong, Inner Mongolia, and Jilin Province.

In any typical wind power concession, the power grid company signs a long-term power purchase agreement with the wind power project investor and agrees to purchase electricity generated by the project. The bidding competition determines in-grid tariff and the agreement clearly prescribes the quantity of in-grid wind power to be purchased. The duration of the agreement covers the total operation period of the wind project.

Therefore, the investor minimizes risk in recovering investment costs. The concession agreement between the government and project investor guarantees the power-purchase agreement. All end-users of the grid’s electricity share the tariff increase due to wind power purchase. As incentives, the government waves import customs tariff and VAT on the equipment and accessories.

Although China’s government has, for many years, encouraged the use of wind power, favorable conditions for wide-scale development have yet to develop. Through the wind power concession project, the Chinese government hopes to create further incentives for companies to develop this renewable energy resource. The concession agreement and long-term power purchase agreement protect the interests of wind power investors, encouraging large companies, especially foreign ones, to invest in the Chinese wind power sector. Under this policy, market risk is reduced significantly, which in turn reduces the risk premium of the internal rate of return for wind power projects. Eventually, the wind tariff shared by end-users will be cut due to this decreased risk.

The Chinese government has expanded the capacity of wind farms to a 100 megawatt level, and has created new wind power tariffs based on the market mechanism and tendering process. This has attracted a number of Chinese companies into this program. Through successful implementation of the project, the Chinese government hopes to make wind power an economically-viable power choice, effectively competing with conventional power sources in China.

13

Incentive policies have finally begun to emerge within China. China encourages the development of wind power in its “National Middle and Large Term Development Plan.” According to the plan, by 2010, China’s installed capacity of wind power will reach 5 gigawatts. By 2020, it will achieve 30 gigawatts. In order to achieve this level of growth, China needs to build 800 megawatts of new wind power capacity each year from 2006 to 2010.

In February 2005, China’s Renewable Energy Law was formulated and was put into effect on January 1, 2006. The law stipulates that the power grid company must sign a grid connection agreement with the wind power generating company and purchase the full amount of the wind power generated by it. The wind power tariff will be determined by the wind farm project tendering. The winner’s quoted tariff will be the tariff of that wind farm project.

Wind power is a priority “National Clean Development Mechanism Project,” i.e., wind farm developers can sell Certified Emission Reduction Certificates (CER’s) to developed countries under the terms of the Kyoto Protocol.

The Chinese government reduced the Value-added Tax (VAT) for wind power from 17% to 8.5% in 2001 and adjusted the import custom tariff of wind turbine generator sets to 8% and that of its components to 3% in 2004. The import duty of wind power equipment and accessories can be waived if it is for the wind farm developer’s own use.

Some local governments in Guangdong, Jilin, Xinjiang and Inner Mongolia formulated their own incentive policies to develop wind power. By the end of 2005, China’s wind power installed capacity was about 1gigawatts. According to NDRC’s planning, China’s wind power installed capacity will reach 5gigawatts by 2010 and 30-40 gigawatts by 2020. According to statistics, the cost of wind power is 33%-60% higher than that of coal, which makes the wind power tariff 68%-94% higher than the coal tariff. Industry expert predicts that the wind power can be commercially viable and compete with clean coal-fired power economically by 2020.

14

On any listing of the very best prospects for China-focused wind sector business development, these would be amongst the top priorities:

-Large capacity wind turbine generators, especially at the 1megawatts level and above.

-Design and operation technology of large-scale wind farms.

Development trends for single wind turbine generators favor large capacity sets, especially at the 1 megawatt level. Before 1997, the 1 megawatt-level wind turbine generators occupied less than 10% of the worldwide market share. In 2001, that figure had risen to 52.3% and reached 62.1% in 2002. Although China has the ability to manufacture wind turbine generators below the 750 kilowatt level, production of higher capacity generators remains a challenge.

Although China has made a prototype of a 1.2 megawatt level wind turbine, it has only been used for demonstration projects. International suppliers will find strong demand in China for wind turbine generators at 1 megawatt and above levels. Beyond the manufacturing sector, Chinese companies also lack experience for investment, design, and operation of large wind farms.

With the recent passage of China's new Renewable Energy Law, one of the world's largest economies has now made one of the largest state-sponsored commitments toward renewable energy. China's government imposed a national renewable energy requirement that is expected to boost the use of renewable energy capacity up to 10 percent by the year 2020.

The law requires power grid operators to purchase resources from registered renewable energy producers. The law also offers financial incentives, such as a national fund to foster renewable energy development, and discounted lending and tax preferences for renewable energy projects.

Rapid economic development throughout China has resulted in a significant increase in energy consumption, leading to a rise in harmful emissions and power shortages. The Renewable Energy Law is designed to help protect the environment, prevent energy shortages, and reduce dependence on imported energy.

China's new law sets the stage for the widespread development of renewables, particularly for commercial scale renewable generating facilities. Through this legislation, the State officially encourages the construction of renewable energy power facilities. China's electricity grid is obligated to purchase all the electricity generated by approved renewable energy facilities located in its service area. The grid's buying price for renewables will be set by the National Development and Reform Commission (NDRC), a regulatory department of the State Council. NDRC will adjust the buying price from time to time as necessary. The cost of purchasing this power will be spread across all customers on the grid.

NDRC will also implement a national renewable energy plan, including specific renewable energy targets that will act as the framework for implementation of the law. Provincial planning agencies will then develop their more specific implementation plans. The law includes other details related to the purchase and use of solar photovoltaics (PV) and solar water heating as well as renewable energy fuels. Finally, the law includes specific penalties for non-compliance with the law.

15

Our Wind Farm Portfolio

We have two (2) wind projects in China’s Guangdong Province. The following provides an overview of the two projects, including current status:

Project Name	Megawatts	Phase
Zhanjiang Project	49 - 400	Local Approvals Secured, Pending Construction Permit and Possible Site Relocation
Yangxi Project	49 -400	Development Agreement with City of Yangxi signed in June 2007, Wind Testing Completed,  Project Proposal & Feasibility Report along with the Grid Connection Report Anticipated by end of Q3 2009 for Submission to City of Yangxi

Our plan is to develop 49Mw per project per year upon the commencement of construction (subject to securing necessary approvals), which is the maximum allowed by the provincial government.

The Zhanjiang Project

The Zhanjiang Windcor Windfarm Ltd. (“ZWWL”) began operations in 2006.  The ZWWL was acquired by the Company as part of the acquisition of Welwind (the Alberta corporation) in August 2006.  The ZWWL is the through which all operations pertaining to the Zhanjiang Project would be handled.

The ZWWL commenced initial operations in April 2006, with such operations including establishment of an office location.

The ZWWL project is proposed located on Donghai Island.

A MET tower was installed and began collecting wind data in June 2006.  The data collected was processed in accordance with strict industry standard procedures and correlating data from the 80 meter meteorological tower on site has ensured accurate compilation of atmospheric conditions during the testing period.

Installation of a 750 KW test turbine was completed in May 2007.  ENGAA, the turbine manufacturer, immediately commenced monitoring the data from this first turbine. By July 2007, ENGAA had completed its commissioning stage of the Zhanjiang Turbine and had begun to assess and analyze the data from that turbine.

A Project Feasibility Study Report and Grid Connection Report were finalized in November 2007 by the Guangdong Electric Power Design Institute, and subsequently submitted to the Guangdong Power Grid Corporation for review in anticipation of finalizing a Power Connection Agreement (“PCA”).

16

Based on the completed Project Feasibility Study Report and Grid Connection Report, we executed the PCA with the local utility company, the Guangdong Power Grid Corporation, in November 2007.  The local utility’s buying price with respect to each local energy producer is set by the National Development & Reform Commission (“NDRC”) upon issuance of the Construction Permit by the Guangdong Provincial Government as such buying price, though set by law, is subject to change.

All testing, reports, and other necessary documentation, including all approvals required, were submitted to the City of Zhanjiang for ratification of the Project Feasibility Study Report in June 2008.  In early December 2008, the City of Zhanjiang approved the ZWWL Project Feasibility Study Report, a pre-requisite for submission to the Guangdong Provincial Government for the Construction Permit. Based on the Company’s Project Proposal and Feasability Report, the Company received a conditional land use permit, subject to the issuance and approval of the construction permit by the Guangdong Provincial Government, for the construction of a wind farm on Zhanjiang, Donghai Island.

Immediately thereafter, the ZWWL submitted the City of Zhanjiang approved Project Feasibility Study Report to the Guangdong Provincial Government for issuance of the Construction Permit.  After corresponding with the Guangdong Provincial Government in January and February 2009, the ZWWL was advised in March 2009 that the Federal Government of China had given preference to a major steel project on Donghai Island.  As a result of this major steel project, the Guangdong Provincial Government was reassessing the location of all other projects in the area.  By way of correspondence received in March 2009, the Guangdong Provincial Government asked the Company to relocate the site for its proposed wind farm to another location as all available lands on Donghai Island were being reserved for the steel project until further notice, with such steel project including an accompanying town of an estimated 100,000 people.  The ZWWL is working with the Guangdong Provincial Government to secure a feasible alternate site, and it is expected that the Guangdong Provincial Government will begin to designate approved alternate sites for the other local projects, including the ZWWL wind farm project, beginning in June 2009.  Depending on the distance of the possible alternate site from the previously designated area, we may be forced to conduct additional win testing.

The Yangxi Project

The Yangxi Windfarm, the subsidiary through which all operations pertaining to the Yangxi Project are handled, commenced operations in July 2006.

The installation of an 80 foot meteorological tower was completed in July 2006. At that time, we began to collect data necessary to provide the information required to build out the wind farm. Phase 1 of the Yangxi wind farm will consist of a 49 MW project.  We anticipate that the Yangxi project will consist of a total of 400 MWs once fully completed.

In January 2008, after 16 months of collecting data from the tower at the Yangxi location, a formal Project Proposal was submitted to the City of Yangxi Government as well as to the Guangdong Tianlian Engineering Ltd., the Company which is actively engaged in preparing the Project Feasibility Study Report, which includes the Grid Connection Report.

In May 2008, the Company opened its Yangxi office.

In December of 2008, we submitted a process report/update to the City of Yangxi Government.  This process report provided detailed information about our plans to build the wind farm.   On December 24, 2008, we received a letter of support for our project from the City of Yangxi Government.

We anticipate that the Project Feasibility Study Report and Grid Connection Report will be available by the end of September 2009, at which time we anticipate continuing the process of attempting to secure the necessary approvals to move forward.

17

Supply

The Company and YATU Wind Energy Manufacturing Co. Ltd., formerly known as Guangzhou Engga Wind Energy Co. Ltd. (“ENGGA”), have a cooperative relationship where by the Company and ENGGA will work together on the technology and future supply of all Welwind turbines. The agreement gives Welwind priority for all turbines to be manufactured by ENGGA. ENGGA is the sino-joint enterprise with the shareholders by Britain ENGGA Power Generator Co., Ltd. and Hong Kong ENGGA Investment Co., Ltd. with the registered capital reaching RMB30 million and specializing in making, selling and installing wind power generation equipments, as well as selling parts of wind power generation equipments.

Competition

Large utility companies dominate the energy production industry and coal continues to dominate as the primary resource for electricity production. Electricity generated from wind energy faces competition from other traditional resources such as nuclear, oil and natural gas. The advantages of conventional production of electricity are that:

· the technology and infrastructure already exist for the use of fossil fuels such as coal, oil and natural gas,

· commonly-used fossil fuels in liquid form such as light crude oil, gasoline and liquefied petroleum gas are easy to distribute, and

· petroleum energy density (an important element in land and air transportation fuel tanks) in terms of volume (cubic space) and mass (weight) is superior to some alternative energy sources.

However, energy produced by conventional resources also faces a number of challenges including:

· the inefficient atmospheric combustion (burning) of fossil fuels leads to the release of pollution into the atmosphere including carbon dioxide which is largely considered the primary cause of global warming,

· dependence on fossil fuels from volatile regions or countries of the world creates energy security risks for dependent countries,

· fossil fuels are non-renewable unsustainable resources which will eventually decline in production and become exhausted with potentially dire consequences to societies that remain highly dependent on them, and

· extraction of fossil fuels is becoming more expensive and more dangerous as readily-available resources are exhausted and mines get deeper and oil rigs must drill deeper and further out in oceans.

In contrast, electricity generated from wind energy:

· produces no water or air pollution that can contaminate the environment because there are no chemical processes involved in wind power generation; therefore, there are no waste by-products such as carbon dioxide,

· does not contribute to global warming because it does not generate greenhouse gases,

· is a renewable source of energy, and

· in the case of community wind power, farming and grazing can still take place on land occupied by wind turbines.

However, wind energy producers also face certain obstacles including:

· the reality that wind is unpredictable and, therefore, wind power is not predictably available, and when the wind speed decreases, less electricity is generated,

· residents in communities where wind farms exist may consider them an “eyesore,” and

· wind farms, depending on the location and type of turbine, may negatively affect bird migration patterns and may pose a danger to the birds themselves; however, newer, larger wind turbines have slower moving blades which seem to be visible to most birds.

18

We expect that primary competition for the wind power industry will continue to come from utility company producers of electricity generated from coal and other non-renewable energy sources.

New entrants in the wind power development market, however, face certain barriers to entry. The capital costs of buying and maintaining turbines are high. Other significant factors include the cost of land acquisition, the availability of transmission lines, land use considerations and the environmental impact of construction and operations. Finally, another critical barrier to entry into the wind power development business is the necessary experience required to bring project to the point where they are able to secure interconnection agreements, power purchase agreements and project financing for construction.

Wind Energy Industry Participants

As wind energy technology gains wider acceptance, competition may increase as large, well-capitalized companies enter the business. As previously stated, wind energy is the fastest growing source of energy worldwide for three consecutive years. Energy companies such as British Petroleum, Shell Oil Company’s Wind Energy arm, Siemens and other major companies in the energy sector, see opportunities in wind power development.  Additionally, there are many smaller companies that are seeking out opportunities in the wind energy sector.

In some cases, competitors may have longer operating histories, more customers, greater financial strength, more name recognition, and larger technical staffs.  These competitors may be able to more readily identify and acquire suitable locations to exploit the growth in the wind energy sector more easily because of their financial resources and awareness in the market. Our larger competitors can also devote substantially more resources to business development and may adopt more aggressive pricing policies.

Our Competitive Advantages

We believe that our experience in developing wind farm projects in new market areas will enable us to continue to successfully implement our business plan. Further, we believe our management’s understanding of deregulated energy markets enables us to maximize the value of our development portfolio. Our team has experience in site selection, market analysis, land acquisition, community relations, permitting, financing, regulation and construction.

As a result of our project portfolio and management team, we enjoy strong relationships with key trading partners that are required for successful wind farm development. These relationships include regulators, turbine suppliers, electric component suppliers, equity investors, project lenders, engineering firms, constructors, electric transmission operators and electric utilities.

Distribution

The Company continually analyzes population growth and both national and international economic factor, in determining energy demands in identified areas. Should the Company make the determination and successfully identify suitable property or properties, the Company would test the site to determine whether sufficient wind energy resources are available to effectively and efficiently displace current electricity sources, thus reducing pollution from fossil fuel. Upon completion of the analysis, the Company would attempt, if conditions were favorable, to obtain land right and apply for permits to install and operate a wind power generating plant.

19

Intellectual Property

We depend on our ability to develop and maintain the proprietary aspects of our technology to distinguish our products from our competitors’ products. To protect our proprietary technology, we rely primarily on a combination of confidentiality procedures. It is our policy to require employees and consultants to execute confidentiality agreements and invention assignment agreements upon the commencement of their relationship with us. These agreements provide that confidential information developed or made known during the course of a relationship with us must be kept confidential and not disclosed to third parties except in specific circumstances and for the assignment to us of intellectual property rights developed within the scope of the employment relationship.

Governmental Regulation

We do not use, generate or discharge toxic, volatile or otherwise hazardous chemicals and wastes in our research and development and manufacturing activities. However, we are subject to a variety of foreign, federal, state and local governmental regulations. At this time, we believe that we have all permits necessary to conduct our business.

We are not aware of any environmental investigation, proceeding or action by foreign, federal or state agencies involving our current facilities or operations. If we fail to comply with present or future environmental regulations, we could be subject to fines, suspension of production or a cessation of operations. Any failure by us to adequately comply with existing and future regulations could subject us to financial liabilities, operational interruptions and adverse publicity, any of which could materially and adversely affect our business, results of operations and financial condition.

Employees

As of May 13, 2009, we employed 11 full-time employees. None of our employees is subject to a collective bargaining agreement and we believe that relations with our employees are very good. We also frequently use third party consultants to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget.

Change in Reporting Currency

Effective January 1, 2005, the Company changed its reporting currency from the U.S. dollar to the Canadian dollar. The reason for this change was because a majority of the Company’s assets and operations are located in Canada. All amounts set forth in this filing are in Canadian Dollars, unless otherwise indicated.

Available Information

We file electronically with the Securities and Exchange Commission our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  You may obtain a free copy of our reports and amendments to those reports on the day of filing with the SEC by going to http://www.sec.gov.

20

ITEM 1A. RISK FACTORS

Risk Factors

Cautionary Statement on Forward-Looking Statements

We have made and will make “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in our 2006 Annual Report, in this Annual Report on Form 10-K and in other contexts relating to future growth and profitability targets and strategies designed to increase total shareholder value. Forward-looking statements also include, but are not limited to, information regarding our future economic and financial condition, the plans and objectives of our management and our assumptions regarding our performance and these plans and objectives.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statements. We desire to take advantage of the “safe harbor” provisions of that Act.

Some forward-looking statements that we make in our 2008 Annual Report, in this Annual Report on Form 10-K and in other contexts represent challenging goals for our company, and the achievement of these goals is subject to a variety of risks and assumptions and numerous factors beyond our control. Important factors that could cause actual results to differ materially from the forward-looking statements we make are described below. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by the following cautionary statements.

Going Concern

Our auditors have expressed substantial doubt about our ability to continue as a going concern, which may result in the loss of your entire investment. If we discontinue operations, you will lose your entire investment.

Our business is capital intensive and will require additional financing which will result in dilution to existing shareholders which would in turn reduce the share price of earlier issued shares. Our operations are capital intensive and growth will consume a substantial portion of available working capital. We may require additional capital in order to fund our operations. We do not have any commitments for additional financing and there can be no assurance that such additional funding, if required, will be available, or if available, will be available upon favorable terms. With respect to our ability to obtain financing on favorable terms, we do not have significant assets to serve as loan collateral. Still further, we presently do not have a sufficient cash flow to qualify for reasonable debt financing. Insufficient funds may prevent us from implementing our business strategy. In the event we raise additional funds through the issuance of equity securities, dilution to the then existing stockholders will result and future investors may be granted rights superior to those of existing stockholders. Accordingly, such dilution would reduce the share price of the earlier issued shares.

21

Lack of operations, positive cash flow and profitability may continue which will affect our ability to remain in business

Since the inception of the Company, we have been unable to generate positive cash flow or profits in the industries in which we participate. If we do not generate positive cash flow and hence become profitable, we may not be able to remain in business.

Uncertainty of commercial success may affect our ability to remain in business

With respect to our revenue and profitability prospects, we may not be able to achieve commercial success with our operations. Furthermore, our industry is characterized by rapid change and growth. Accordingly, we may not be able to keep up with the pace of change or fund its growth. If we fail to achieve commercial success, we will continue to suffer net losses and we will have to go out of business.

Competition may have an adverse effect on our business

We are subject to competition from other companies that may try to emulate or compete with similar products or services. These competitors have been in the business longer than us and may have large executive and operating staffs. Our prospects may be adversely affected by competition from these companies. The introduction of similar or superior products by current or future competitors could have a material adverse effect on our business and financial condition.

Dependence on management will affect our profitability 

Future success depends on the continued services of the Company’s management team. The loss of any of their services would be detrimental and could have a material adverse effect on the business, financial condition and results of operations. Future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing. We may not be able to attract, assimilate, or retain qualified managerial personnel and our failure to do so could have a material adverse effect on the business, financial condition and results of operations.

This is a highly speculative investment.

Ownership of our common stock is extremely speculative and involves a high degree of economic risk, which may result in a complete loss of your investment. Only persons who have no need for liquidity and who are able to withstand a loss of all or substantially all of their investment should purchase our common stock.

For the year ended December 31, 2008, we did not generate any income from any of our projects.  We are not adequately capitalized to carry out our business plan (subject to the risks inherent in such plan), and there can be no assurance that we will have sufficient economic resources or that such resources will be available to us on terms and at times that are necessary or acceptable, if at all. There is no assurance that future revenues of the Company will ever be significant or that the Company's operations will ever be profitable.

22

You will be diluted if we issue additional common stock, options to purchase common stock and/or debt or equity securities convertible into common stock.

Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which could dilute our existing stockholders and be senior to our common stock for the purposes of distributions, may have an adverse effect on the value of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of equity or debt securities, including medium-term notes, senior or subordinated notes and classes of preferred stock or common stock. Upon our liquidation, holders of our debt securities, if any, and shares of preferred stock, if any, and lenders with respect to other borrowings, if any, will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings by us reduce the value of our common stock. Any preferred stock we may issue would have a preference on distributions that could limit our ability to make distributions to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in the Company.

Results may fluctuate and may not be indicative of future performance.

Our operating results may fluctuate and, therefore, you should not rely on current or historical period results to be indicative of our performance in future reporting periods.  Factors that could cause operating results to fluctuate include, but are not limited to, variations in the costs of identifying, negotiating and consummating acquisitions of businesses consistent with our business plan; variations in and the timing of the recognition of net realized gains or losses and changes in unrealized appreciation or depreciation; the degree to which we encounter competition in our markets; and other general economic and operational circumstances.

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially. The price of the common stock may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

· price and volume fluctuations in the overall stock market from time to time;

· significant volatility in the market price and trading volume of securities of financial services companies;

· volatility resulting from trading in derivative securities related to our common stock including puts, calls, long-term equity anticipation securities (“LEAPs”), or short trading positions;

· actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts;

· general economic conditions and trends;

· loss of a major funding source; or

· departures of key personnel.

23

OTC Bulletin Board.

Our common stock is quoted on the OTC Bulletin Board (“OTCBB”).  The OTCBB is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market or national or regional exchanges.  Securities traded on the OTCBB are typically thinly traded, highly volatile, have fewer markets and are not followed by analysts.  The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB.  Quotes for stocks included on the OTCBB are not listed in newspapers.  Therefore, prices for securities traded solely on the OTCBB may be difficult to obtain and holders of our common stock may be unable to sell their shares at acceptable prices.

Penny Stock Rules.

Trading in our securities will be subject to the “penny stock” rules for the foreseeable future.  The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.  These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction.  Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market.  In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our common stock and consequently adversely affect the market price of our common stock.

Changes in the law or regulations that govern us could have a material impact on us or our operations.

Our business operations are subject to various laws and regulations concerning consumer financing.  We are also regulated by the SEC and impacted by regulations of certain state regulatory agencies and self-regulatory organizations.  Any change in the law or regulations that govern our business could have a material impact on us or our operations. Laws and regulations may be changed from time to time, and the interpretations of the relevant laws and regulations also are subject to change, which may have a material effect on our operations.

No dividends.

Holders of our securities will only be entitled to dividends when, as and if declared by our Board of Directors.  We do not expect to generate a sufficient cash surplus which would be available for dividends in the foreseeable future.

24

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Or principal executive office is located at 10-20172 113B Avenue Maple Ridge, British Columbia Canada V2X 0Y9. Our telephone number is (604) 460-8487. We rent, on a monthly basis, approximately 1915 square feet of industrial/office space for $1,830 per month. The space we lease is utilized for offices and for production purposes. It is our belief that the various spaces are adequate for our immediate needs. Additional space may be required as we expand our wind farm activities. We do not foresee any significant difficulties in obtaining any required additional facilities.

Our China offices are located near our active project as indicated below:

 Zhanjiang Windcor Windfarm Ltd:

Address:	Room E12, E13 Flourishing Silver Masion, 12 Lvhua Road,  Zhanjiang Guangdong, China
Office Size:	978 square feet
Total:	$1789.00 (approximate based on actual amount paid in Chinese currency)
Lease term:	Two years (November 2008 to November 2010) (Original Lease Date April 2006)

Yangxi Welwind Windfarm Ltd:

Address:	No.15, Building 6, Dongyi Garden, Dongfeng 2 Road, Yanjiang Guangdong, China
Building area:	657 Square Feet
Rent:	$420.00 per month (approximate based on actual amount paid in Chinese currency)
Lease term:	Two years (May 2008 to May 2010)

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, our subsidiaries or our property, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholders are an adverse party or have a material interest adverse to us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during our fourth fiscal quarter ended December 31, 2008.

25

PART II

ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Our Common Stock

Our shares of common stock commenced trading on the OTC Bulletin Board (“OTCBB”) on February 24, 2003.  Prior to November 01, 2006, our trading symbol was “VITS.” On November 01, 2006, to reflect our new name, our trading symbol was changed to “WWEI”. The OTCBB is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. An OTCBB equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange. The reported high and low bid and ask prices for the common stock are shown below for the period from January 1, 2007 through December 31, 2008.

	Bid
	High		Low
2007 Fiscal Year
First Quarter	$	0.14	$	0.07
Second Quarter	$	0.23	$	0.09
Third Quarter	$	0.13	$	0.06
Fourth Quarter	$	0.18	$	0.05

	Bid
	High		Low
2008 Fiscal Year
First Quarter	$	0.12	$	0.06
Second Quarter	$	0.19	$	0.04
Third Quarter	$	0.14	$	0.05
Fourth Quarter	$	0.10	$	0.04

Our common stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to “penny stocks” require a broker dealer, prior to a transaction in a “penny stock” not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission. That disclosure document advises an investor that investment in “penny stocks” can be very risky and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in “penny stocks,” to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the “penny stock” is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

26

Holders

As of May 13, 2009, there were 121 holders of record of our common stock.

Dividends

We have not paid any cash dividends on our common stock or preferred stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock or preferred will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock or preferred stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

On February 4, 2008, the board of directors adopted the 2008 Equity Incentive Plan. The 2008 Equity Incentive Plan reserves 20,000,000 shares of our common stock for issuance in connection with stock options, stock awards and other equity-based awards.

Recent Sales of Unregistered Securities

None, other than those set forth in the Form 8-Ks filed during the year ended December 31, 2008, and subsequently through the date of this Report.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. Management's Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.

27

Historical Background and Overview

Overview

We see wind power becoming an efficient power source globally. Welwind’s current projects focus is in the wind energy sector with future renewable energy applications under consideration. Renewable energy is power that comes from renewable resources such as the sun, wind and organic matter. These resources are constantly replenished by nature and are a cleaner source of energy. Welwind’s goal is to add more renewable energy globally, resulting in cleaner air and a more stable energy supply for our future.

The worldwide demand for electricity is ever growing. At Welwind Energy International Corp., we are committed to providing the best resource option available for renewable energy, protecting our environment, empowering communities, bolstering local economies and respecting the rights of future generations.

Welwind Energy International was founded to build, own and operate wind farms on an international scale. Our goal is to become a leading provider of clean energy products for the residential, business and governmental consumer. 

Results of Operations

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

The following table summarizes the Company’s results of operations. The table and the discussion below should be read in conjunction with the audited financial statements and the notes thereto appearing elsewhere in this report.

Results of Operations

	For the Year Ended December 31, 2008			Increase (Decrease) from Prior Period			For the Year Ended December 31, 2007
				$		%	$
Operating Expenses		5,067,886			(2	%)		5,174,022
Net Loss from Continuing Operations		(5,067,886	)		(2	%)		(5,174,022	)
Interest Income (Expense)		(73,569	)		38	%		(53,440	)
Other Income (Expense)		-			(100	%)		(1,714,187	)
Net Loss before Discontinued Operations		(5,141,455	)		(26	%)		(6,941,649	)
Discontinued Operations		(4,923	)		(98	%)		(249,758	)
Net Loss for the Year		(5,146,378	)		(28	%)		(7,191,407	)

28

General and Administrative Expenses

During the year ended December 31, 2008, the Company incurred general and administrative expenses of $5,067,886 compared to $5,174,022 in the previous year. This minimal 2% decrease in general and administrative expenses of $106,136 was mainly attributable to a slight decrease in general office operating costs.

Net Loss

During the year ended December 31, 2008, the Company incurred a net loss of $5,146,378 compared to a net loss of $7,191,407 in the previous year. The 28% decrease of $2,045,029 in net loss was mainly attributable to a write-off of goodwill and customer relationships of $1,714,187 in 2007 (nil in 2008).  In addition, discontinued operations decreased by 244,835 from $249,758 in 2007 to $4,923 in 2008.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2008, the Company had $28,734 in cash, total current assets of $46,823, and current liabilities of $1,356,400. The Company may require additional capital investments or borrowed funds to meet cash flow projections and carry forward our future business objectives.  There can be no assurance that the Company will be able to raise capital from outside sources in sufficient amounts to fund the business.

The failure to secure adequate outside funding would have an adverse affect on our expansion plan of operation and results therefrom and a corresponding negative impact on shareholder liquidity.

During the year ended December 31, 2008, the Company used $710,192 of net cash flows in operating activities. However, the Company was able to fund operations by receiving cash proceeds of $501,052 from common stock subscriptions.

Uses of Liquidity

The Company's cash requirements through the end of fiscal 2008 are primarily to fund operations and to complete the wind farm projects in China.

Sources of Liquidity

The Company’s primary source of liquidity for its short-term cash needs is expected to be cash flow generated from operations, and cash and cash equivalents currently on hand. The Company believes that will be able to borrow additional funds if needed.

29

Cash Requirements

Our cash on hand as of December 31, 2008 is $28,734. We do not have sufficient cash on hand to pay the costs of our operations as projected to twelve (12) months or less or to fund our operations for that same period of time. We will require additional financing in order to proceed with some or all of our goals as projected over the next twelve (12) months. We presently do not have any arrangements for additional financing, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with any of our goals projected over the next twelve (12) months and beyond.

Any additional growth of the Company will require additional cash infusions. We may face expenses or other circumstances such that we will have additional financing requirements. In such event, the amount of additional capital we may need to raise will depend on a number of factors. These factors primarily include the extent to which we can achieve revenue growth, the profitability of such revenues, operating expenses, research and development expenses, and capital expenditures. Given the number of programs that we have ongoing and not complete, it is not possible to predict the extent or cost of these additional financing requirements.

Notwithstanding the numerous factors that our cash requirements depend on, and the uncertainties associated with each of the major revenue opportunities that we have, we believe that our plan of operation can build long-term value if we are able to demonstrate clear progress toward our objectives.

Progress in the development of our business plan will likely lend credibility to our plan to achieve profitability. We hired several members to our sales, marketing, research and development, regulatory and administrative staff during the course of 2008 in order to fully implement our plans for growth.

The Company does not anticipate any contingency upon which it would voluntarily cease filing reports with the SEC, even though it may cease to be required to do so. It is in the compelling interest of this Registrant to report its affairs quarterly, annually and currently, as the case may be, generally to provide accessible public information to interested parties, and also specifically to maintain its eligibility for the OTCBB.

The failure to secure any necessary outside funding would have an adverse affect on our development and results there from and a corresponding negative impact on shareholder liquidity.

Future Financings

Our plan of operation calls for significant expenses in connection with the implementation of our business plan over the course of the next 24 months. For the next twelve months, management anticipates that the minimum cash requirements to fund our proposed goals and our continued operations will exceed $1,000,000 As such, we do not have sufficient funds on hand to meet our planned expenditures over the next 24 months. Therefore, we will require and will need to seek additional financing to meet our planned expenditures.

Obtaining additional financing would be subject to a number of factors, including development of our business plan and interest in our company. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have relied on our revenues, to the extent generated, to fund our operations and have used our common stock to raise money for our operations as well.

30

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a wide variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex. The most significant accounting policies that are most important to the portrayal of our current financial condition and results of operations are as follows:

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements”.

Acquired Goodwill

Goodwill represents the excess of the purchase price of acquired assets over the fair values of the identifiable assets acquired and liabilities assumed. Pursuant to SFAS No. 141, “Business Combinations” the Company does not amortize goodwill, but tests for impairment of goodwill on an annual basis and at any other time if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. Circumstances that could trigger an impairment test include but are not limited to: a significant adverse change in the business climate or legal factors; an adverse action or assessment by a regulator; unanticipated competition and loss of key personnel. Goodwill is tested for impairment using present value techniques of estimated future cash flows; or using valuation techniques based on multiples of earnings. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is charged to operations.

During the fourth quarter of the fiscal year ended December 31, 2007 management performed an assessment of the fair value of WEIC. The Company recognized an impairment loss of $1,469,171 relating to the goodwill since the carrying value exceeded the assessed fair value. Management believes that there is not a reasonable level of certainty as to the timing or amount of future cash flows related to its wind power project.

31

Customer Relationships

Customer relationships consist of the relationships the Company has attained with the various levels of governments in China, which resulted in the entering of two agreements. The Company used the replacement cost approach for accounting for customer relationships. This approach uses an estimate of what a notional purchaser would likely pay for the intangible asset in order to be in the same position of the Company at the date of the closing of the Asset Purchase Agreement. The Company will amortize the carrying value of the customer relationships on a straight-line basis over the remaining estimated useful lives of the wind power plants upon commencement of the commercial production of electricity.  An impairment allowance was taken against the full amount of these customer relationships in 2007.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted In Share-Based Payment Transactions Are Participating Securities, (“FSP 03-6-1”), which states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method described in SFAS No. 128, Earnings Per Share. FSP 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior period earnings per share data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of FSP 03-6-1. FSP 03-6-1 is not expected to have an impact on our financial statements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  This identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”).  SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards.  SFAS 162 is not expected to have an impact on our financial statements.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

32

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

Reporting Currency

Effective January 1, 2005, the Company changed its reporting currency from the U.S. dollar to the Canadian dollar. All amounts set forth in this filing are in Canadian Dollars, unless otherwise indicated.

The Department of Corporation Finance in its advisory letter titled International Financial Reporting and Disclosure Issues, dated May 1, 2001 has stated, “Regulation S-X presumes that a US-incorporated registrant will present its financial statements in US dollars. In rare instances, the staff has not objected to the use of a different reporting currency. Those instances have been limited to situations where the US-incorporated registrant had little or no assets and operations in the US, substantially all the operations were conducted in a single functional currency other than the US dollar, and the reporting currency selected was the same as the functional currency. In these circumstances, reporting in the foreign currency would produce little or no foreign currency translation effects under FASB Statement No. 52.”

First, the Company has its corporate headquarters located in Canada, and therefore has no assets or operations in the US. Second, all operations of the Company are conducted only in Canadian currency. Third, the reporting currency is in Canadian dollars which is the same currency that all operations were conducted in. Therefore, reporting in Canadian dollars would produce little or no foreign currency translation effects under FASB Statement No. 52.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

33

Item 8. Financial Statements and Supplementary Data

PART 1.  FINANCIAL STATEMENTS

Welwind Energy International Corporation

December 31, 2008

Index

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2008 and 2007	F-2
Consolidated Statements of Operations for the years then ended December 31, 2008 and 2007 and the period of inception (August 17, 2006) through December 31, 2008	F-3
Consolidated Statements of Cash Flows for the years then ended December 31, 2008 and 2007 and the period of inception (August 17, 2006) through December 31, 2008	F-4
Consolidated Statements of Stockholders’ Decifit for the years then ended December 31, 2008 and 2007	F-5
Notes to the Consolidated Financial Statements	F-6

34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors

Welwind Energy International Corporation

 We have audited the accompanying consolidated balance sheet of Welwind Energy International, Corporation and its subsidiaries (a development stage company) as of December 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended. The financial statements for the period from August 17, 2006 (inception) through December 31, 2006, were audited by other auditors whose report dated March 16, 2007 expressed unqualified opinions on those statements. The consolidated financial statements for the period August 17, 2006 (inception) through December 31, 2006, include total revenues of $0 and a net loss of $1,701,033. Our opinion on the consolidated statements of expenses, stockholders' deficit and cash flows for the period August 17, 2006 (inception) through December 31, 2006, insofar as it relates to amounts for prior periods through December 31, 2006, is based solely on the reports of other auditors. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Welwind Energy International Corporation as of December 31, 2008 and 2007, and the results of its operations, changes in stockholders' equity (deficit) and cash flows for the periods then in conformity with accounting principles generally accepted in the United States of America.

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 11 to the financial statements, the Company has restated its financial statements as of and for the year ended December 31, 2007 to correct errors. Unaudited restatement information is presented in Note 11 for the year ended December 31, 2007.

 /s/ M&K CPAS, PLLC

 www.mkacpas.com

 Houston, Texas

 May 13, 2009

F-1

35

Welwind Energy International Corporation

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in Canadian Dollars)

	December 31, 2008 $			December 31, 2007 (Restated) $
ASSETS
Current Assets
Cash		28,734			18,211
Taxes recoverable		16,985			17,898
Prepaid expenses		1,104			3,830
Total Current Assets		46,823			39,939
Property and equipment, net		569,039			514,397
Assets held for sale		-			2,224
Total Assets		615,862			556,560
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		107,507			129,618
Accrued liabilities		175,090			245,117
Due to related parties		1,073,803			765,426
Current liabilities of discontinued operations		-			14,038
Total Liabilities		1,356,400			1,154,199
Commitments and Contingencies
Stockholders’ Deficit
a)Preferred Stock:
Authorized: 10,000,000 shares, US$0.001 par value Issued and outstanding: 10,000,000 shares at December 31, 2008 and 2007		11,137			11,137
b)Common Stock:
Authorized: 290,000,000 shares, US$0.001 par value Issued and outstanding: 198,064,837 and 147,572,395 shares  at December 31, 2008 and 2007, respectively		218,321			164,658
Additional paid-in capital		19,442,170			14,492,354
Stock subscriptions receivable		-			-
Deficit accumulated during development stage		(20,412,166	)		(15,265,788	)
Total Stockholders’ Deficit		(740,538	)		(597,639	)
Total Liabilities and Stockholders’ Deficit		615,862			556,560

F-2

36

Welwind Energy International Corporation

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in Canadian Dollars)

	For the Year Ended December 31, 2008 $			For the Year Ended December 31, 2007 (Restated) $			Accumulated from August 17, 2006 (Date of inception of Development Stage) to December 31, 2008 $
Revenue		-			-			-
Operating Expenses
General and Administrative		(5,067,886	)		(5,174,022	)		(18,226,244	)
Net Loss from Continuing Operations		(5,067,886	)		(5,174,022	)		(18,226,244	)
Interest Income (Expense)		(73,569	)		(53,440	)		(127,009	)
Other Income (Expense)
Impairment of Goodwill		-			(1,714,187	)		(1,714,187	)
Loss on Disposal of Property and Equipment		-			-			(1,000	)
Net Loss before Discontinued       Operations		(5,141,455	)		(6,941,649	)		(20,068,440	)
Discontinued Operations (Note 11)		(4,923	)		(249,758	)		(343,726	)
Net Loss and Comprehensive Loss for      the Period		(5,146,378	)		(7,191,407	)		(20,412,166	)
Net Loss Per Common Share
Continuing Operations – Basic and Diluted		(0.03	)		(0.05	)
Discontinued Operations – Basic and Diluted		(0.00	)		(0.00	)
Weighted Average Number of Common Shares Outstanding		170,633,971			140,971,469

F-3

37

Welwind Energy International Corporation

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

	For the Year Ended December 31, 2008 $			For the Year Ended December 31, 2007 (Restated) $			Accumulated from August 17, 2006 (Date of inception of Development Stage) to December 31, 2008 $
Operating Activities
Net loss for the period		(5,146,378	)		(7,191,407	)		(20,412,166	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		-			-			8,066
Foreign exchange loss and other		-			-			15,410
Stock issued for compensation and services		3,504,002			3,903,849			14,731,067
Loss on stock issued for debt		539,028			49,196			588,224
Gain on cancellation of shares		-			(572,901	)		(572,901	)
Write-off of subscription receivable		-			770,310			770,310
Imputed interest on shareholder loans		73,569			53,440			127,009
Depreciation expense		20,034			18,315			38,349
Impairment loss		-			1,714,187			1,714,187
Changes in operating assets and liabilities:
Taxes recoverable		913			-			913
Accounts receivable		-			(4,062	)		(16,985	)
Inventory		-			-			-
Prepaid expenses and other assets		4,950			646			(1,104	)
Accounts payable and accrued liabilities		293,690			425,459			405,057
Net Cash Flows Provided (Used) In Operating Activities		(710,192	)		(832,968	)		(2,604,564	)
Investing Activities
Cash acquired		-			-			2,194
Purchase and construction of equipment		(74,676	)		(320,278	)		(614,223	)
Net Cash Flows Used In Investing Activities		(74,676	)		(320,278	)		(612,029	)
Financing Activities
Proceeds from subscriptions and issuance of stock		501,052			381,295			2,165,810
Borrowings on debt- related party		308,377			631,277			1,537,852
Principal payments on debt		-			(464,049	)		(464,049	)
Net Cash Flows Provided By Financing Activities		809,429			548,523			3,239,613
Decrease in Cash from Discontinued Operations		(14,038	)		19,752			5,714
Increase (Decrease) in Cash		10,523			(584,971	)		28,734
Cash – Beginning of Period		18,211			603,182			-
Cash – End of Period		28,734			18,211			28,734
Supplementary Disclosures
Interest paid		–			–
Income taxes paid		–			–
Non-cash Investing and Financing Activities
Shares issued for finders fee		-
Shares issued to settle debt		385,828			215,848

F-4

38

Welwind Energy International Corporation

(A Development Stage Company)

Consolidated Statement of Stockholders’ Equity (Deficit)

From December 31, 2006 to December 31, 2008

(Expressed in Canadian Dollars)

	Preferred Stock				Common Stock
	# of shares		Amount		# of Shares			Amount			Additional Paid-in Capital			Stock subscriptions receivable			Accumulated Deficit			Total
Balance, December 31, 2006		10,000,000	$	11,137		128,583,583		$	144,875		$	12,274,139		$	(1,151,605	)	$	(8,074,381	)	$	3,204,165
Common stock issued for services		–		–		26,982,255			28,876			2,461,173			–			–			2,490,048
Common stock issued for settlement of debt		–		–		2,006,557			2,366			265,044			-			–			267,410
Common stock subscriptions received		–		–		–			–			–			381,295			–			381,295
Cancellation of shares		–		–		(10,000,000	)		(11,459	)		(561,442	)		-			–			(572,901	)
Write off of subscriptions receivable		–		–		–			–			-			770,310			–			770,310
Imputed Interest on shareholder loan		–		–		–			–			53,440			-			-			53,440
Net loss for the year		–		–		–			–			–			–			(7,191,407	)		(7,191,407	)
Balance, December 31, 2007 (Restated)		10,000,000	$	11,137		147,572,395		$	164,658		$	14,492,354		$	-		$	(15,265,788	)	$	( 597,639	)
Common stock issued for cash		–		–		10,000,000			10,098			490,954			-			–			501,052
Common stock issued for services		–		–		30,992,442			31,711			3472291			–			–			3,504,002
Common stock issued for settlement of debt		–		–		9,500,000			11,854			913,002			-			–			924,856
Imputed Interest on shareholder loan		–		–		-			-			73,569			-			-			73,569
Net loss for the year		–		–		–			–			–			–			(5,146,378	)		(5,146,378	)
Balance, December 31, 2008		10,000,000	$	11,137		198,064,837		$	218,321		$	19,442,170		$	-		$	(20,412,166	)	$	(740,538	)

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

F-5

39

Welwind Energy International Corporation

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in Canadian Dollars)

1.      Nature of Operations and Continuance of Business

Welwind Energy International Corporation (the “Company”) was incorporated in the State of Delaware on December 18, 1997 as Global Golf Holdings Inc.  The Company acquired a business on November 23, 2004 to sell and distribute low carbohydrate and sugar-free foods through retail and wholesale outlets in Western British Columbia, Canada, and through the Internet. On August 17, 2006, the Company acquired all of the outstanding and issued share capital of Welwind Energy International Corporation (“WEIC”), a private Canadian company. WEIC was founded in 2005 to build, own and operate wind farms on an international scale.  Accordingly, the Company is now involved with wind power projects in China. The Company is based in British Columbia, Canada.  On November 24, 2007, the Company discontinued operations of the retail and wholesale foods division to focus specifically on the wind power projects in China.

2.      Going Concern

The Company has not realized revenues on its wind power projects, has a working capital deficiency of $1,309,577 and has an accumulated deficit at December 31, 2008 of $20,412,166 The Company's ability to continue as a going concern is dependent upon the Company's ability to obtain additional financing and/or achieving a profitable level of operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management of the Company has undertaken a plan with the goal of sustaining the Company’s operations for the next twelve months and beyond.   These steps include: (a) becoming cash flow positive via the Company’s Zhanjiang turbine and a Power Purchase Agreement from the local power authority, (b) continue efforts to raise significant additional capital and/or other forms of financing with Acterra Group and Adventis Capital; and (c) controlling overhead expenses.  There can be no assurance that any of these efforts will be successful.

3.      Summary of Significant Accounting Policies

a)   Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in Canadian dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, WEIC, incorporated in the Province of Alberta, Canada. All significant intercompany balances and transactions have been eliminated. The Company’s fiscal year-end is December 31.

b)   Use of Estimates

The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to goodwill and purchased intangible asset valuations, stock-based compensation expense, deferred income tax asset valuation allowance and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)   Cash and Cash Equivalents

Cash consists of bank accounts held at financial institutions in the United States, Canada, and China. The Company considers all highly liquid instruments with a maturity of three months or less, at the time of issuance, to be cash equivalents. There were no cash equivalents at December 31, 2008 and 2007.

F-6

40

Welwind Energy International Corporation

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in Canadian Dollars)

d)   Property and Equipment

Equipment is recorded at cost and is depreciated on a straight line basis over the estimated useful lives of the related asset. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.  Costs included in wind equipment are under construction and will be amortized over their useful life on a straight-line basis once they are put into use.

e)   Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements”. Revenue is recognized when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured.

f)   Taxes Receivable

The goods and services tax (GST) is a tax that applies to the supply of most goods and services in Canada. Although the consumer pays the tax, businesses are generally responsible for collecting and remitting it to the government. Businesses that are required to have a GST registration number are called registrants. Registrants collect the GST on most of its sales and pay the GST on most purchases it makes to operate the business. The Company can claim a credit, called an input tax credit (ITC), to recover the GST it paid or owes on the purchases it uses in commercial activities. GST registrants must meet certain responsibilities. Generally, the Company must file returns on a regular basis, collect the tax on taxable supplies it makes in Canada, and remit any resulting net tax owing. Since the Company earned no revenue during the years ended December 31, 2008 and 2007 and filed an input tax credit for purchases made in relation to commercial activities, it recorded a receivable of $16,985.

g)   Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could initiate a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

F-7

41

h)   Foreign Currency Translation

The Company's functional and reporting currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated to Canadian dollars in accordance with SFAS No. 52 “Foreign Currency Translation” using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on settlement of foreign currency denominated transactions are included in the determination of net income or loss. Foreign currency transactions are primarily undertaken in Chinese Renminbi. At December 31, 2008, the exchange rate for one Chinese Renminbi was $0.1795 CAD (2007 - $0.1353 CAD).  For the period from January 1, 2008 to December 31, 2008, the average exchange rate for one Chinese Renminbi was $0.1537 CAD (2007 - $0.1411 CAD). The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

i)   Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at December 31, 2008 and 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

j)   Basic and Diluted Net Income (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 gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted 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 since their effect is anti-dilutive.

k)   Stock-based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

l)   Financial Instruments and Concentrations of Business

The fair values of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities and amounts due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada and China resulting in exposure to market risks from changes in foreign currency rates.  The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-8

42

m)   Discontinued Operations

Certain amounts have been reclassified to present the Company’s discontinuance of its retail and wholesale foods division, as discontinued operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations. Information relating to discontinued operations is included in Note 11.

n)   Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated 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 years. The Company has adopted FASB Interpretation 48 “Accounting for Uncertain Income Taxes, an Interpretation of SFAS 109” (“FIN 48”), however, this adoption did not have any impact on the financial statements of the Company.

o)   Fair Value of Financial Instruments

The FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) that defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of SFAS No. 157 did not have a material effect on the Company’s consolidated financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable, loan payable and convertible debentures reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

p)   Recently Issued Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted In Share-Based Payment Transactions Are Participating Securities, (“FSP 03-6-1”), which states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method described in SFAS No. 128, Earnings Per Share. FSP 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior period earnings per share data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of FSP 03-6-1. FSP 03-6-1 is not expected to have an impact on our financial statements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  This identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”).  SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards.  SFAS 162 is not expected to have an impact on our financial statements.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”.  SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

F-9

43

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and  periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and  periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

Other new pronouncements issued during 2008 are not applicable to the Company.

q) Recently Adopted Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's financial statements.

r)   Reclassifications

Certain reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s presentation.

4.      Property and Equipment

	Cost $		Accumulated Depreciation $		December 31, 2008 Net Carrying Value $		December 31,  2007 Net Carrying Value $
Wind equipment under construction		521,037		–		521,037		448,103
Automobile		70,843		35,143		35,700		51,000
Computer hardware		11,651		6,896		4,755		7,086
Office furniture and equipment		11,798		4,251		7,547		8,208
		615,329		46,289		569,039		514,397

The wind equipment under construction relates to the Company’s wind farm projects, as disclosed in Note 8.  As the capital assets have not been placed in use, no depreciation of the wind equipment has been recorded for the year ended December 31, 2008.

F-10

44

5.      Related Party Transactions/Balances

a) As at December 31, 2008, the balance due to related parties amounted to $912,601 (December 31, 2007 - $637,402), which includes $233,438 (December 31, 2007 - $111,499) owed to the former President of the Company for management fees and working capital purposes and $679,163 (December 31, 2007 - $533,736) owed to the Newly appointed President and spouse of the former President of the Company for working capital purposes.  Total management fees charged by these parties for 2008 was $150,000US$ (2007 - $120,000US$). The amounts are unsecured, non-interest bearing, and due on demand.

       b) As at December 31, 2008, the Company owes $161,202 (December 31, 2007 - $128,024) to shareholders for advances to the Company and expenses paid on behalf of the Company. Of this amount, $112,798 (December 31, 2007 - $103,040) is unsecured, bears no interest, and is due on demand.  The remaining balance of $48,404 (December 31, 2007 - $16,382) is due to a shareholder who is also the President of the Company, unsecured, non-interest bearing, and payable on demand.

Imputed interest of $53,440 (December 31, 2007 - $73,569) at 8% interest has been recorded on the shareholder loans and is included as an increase to additional paid in capital.

6.      Preferred Stock

On September 29, 2006, the Company entered into a Stock Purchase Agreement for a private placement consisting of 10,000,000 shares of preferred stock for cash proceeds of $556,855 (US$500,000) and 2,000,000 shares of common stock for cash proceeds of $111,371 (US$100,000). The Company also issued, to the investor, a 20% interest in its Zhanjiang wind farm project described in Note 8(b). The preferred stock is convertible into common stock, on a one-for-one basis commencing August 17, 2007.  As at December 31, 2008, there are 10,000,000 shares of preferred stock issued and outstanding and no shares have been converted.

7.      Common Stock

a)   On December 8, 2008, the Company issued 2,000,000 common shares of the Company with a total value of $188,123 based on the closing price of the Company’s common stock on the date of issuance. On December 3, 2008, the Company issued 5,000,000 common shares of the Company in relation to settlement of amounts due from the Company.  The Company also issued 200,000 common shares for consulting services provided.  The total value of shares issued was $621,953 based on the closing price of the Company’s common stock on the date of issuance.

b)   On November 18, 2008, the Company issued 2,500,000 common shares of the Company with a total value of $138,701 based on the closing price of the Company’s common stock on the date of issuance in relation to services previously rendered.

c)   On September 11, 2008, the Company issued 3,000,000 common shares of the Company with a value of $301,655 based on the closing price of the Company’s common stock on the date of issuance.

d)   On September 4, 2008, the Company issued 3,000,000 common shares of the Company with a value of $294,989 based on the closing price of the Company’s common stock on the date of issuance.

e)   On July 17, 2008, the Company issued 10,000,000 common shares of the Company in relation to settlement of debt in the amount of $100,000. The remaining value of $1,302,243 was expensed to General and Administrative. The total value was $1,402,660 based on the closing price of the Company’s common stock on the date of issuance.

F-11

45

f)   On July 8, 2008, the Company issued 200,000 common shares of the Company for consulting services previously rendered with a value of $22,436 based on the closing price of the Company’s common stock on the date of issuance.

g)   On July 3, 2008, the Company issued 6,000,0000  common shares of the Company to related parties and 200,000 common shares of the Company to consultants for consulting services previously rendered  with a value of $612,827 based on the closing price of the Company’s common stock on the date of issuance.

h)   On June 17, 2008, the Company issued 2,500,000 common shares of the Company in relation to services previously rendered with a value of $436,475 based on the Company’s common stock on the date of issuance.

i)   On May 7, 2008, the Company issued 10,000,000 common shares of the Company at US$0.05 per common share for proceeds of $501,052.

j)   On March 26, 2008, the Company issued 3,000,000 common shares of the Company for settlement of past services with a fair value of $213,549 the Company’s common stock on the date of issuance.

k)   On March 26, 2008, the Company issued 500,000 common shares of the Company for consulting services with a fair value of $35,592 the Company’s common stock on the date of issuance.

l)   On March 6, 2008, the Company issued 2,050,000 common shares of the Company for consulting services with a fair value of $122,102 the Company’s common stock on the date of issuance.

m)   On January 7, 2008, the Company issued 342,442 common shares of the Company with a fair value of $37,797 the Company’s common stock on the date of issuance.

Year Ended December 31, 2007:

n)   On October 24, 2007, the Company issued 1,058,255 common shares with a fair value of $57,633 the Company’s common stock on the date of issuance to the President of the Company as reimbursement of expenses paid on behalf of the Company.

o)   On October 23, 2007, the Company issued 5,000,000 shares of common stock for a prior period performance bonus valued at $301,692 the Company’s common stock on the date of issuance.

p)   On October 10, 2007, the Company issued 200,000 shares of common stock for consulting services valued at $12,826 based on the closing price of the Company’s common stock on the date of issuance.

q)   On October 3, 2007, the Company issued 3,200,000 shares of common stock for consulting services valued at $222,522 based on the closing price of the Company’s common stock on the date of issuance.

F-12

46

r)   On August 31, 2007, the Company issued 3,424,000 shares of common stock for consulting services valued at $272,439 based on the closing price of the Company’s common stock on the date of issuance.

s)   On August 31, 2007, the Company issued 1,500,000 shares of common stock for consulting services valued at $112,500 based on the closing price of the Company’s common stock on the date of issuance.

t)   On June 12, 2007, the Company issued 100,000 shares of common stock for a performance bonus valued at $12,743 based on the closing price of the Company’s common stock on the date of issuance.

u)   On May 9, 2007, the Company issued 1,000,000 shares of common stock for services valued at $214,500 based on the closing price of the Company’s common stock on the date of issuance.

v)   On May 2, 2007, the Company issued 1,000,000 shares of common stock for services valued at $51,690 based on the closing price of the Company’s common stock on the date of issuance.

w)   On April 21, 2007, the Company issued 2,000,000 shares of common stock to a director for consulting services with a fair value of $225,440 based on the closing price of the Company’s common stock on the date of issuance.

x)   On April 4, 2007, the Company issued 6,000,000 shares of common stock to a consultant valued at $763,620 based on the closing price of the Company’s common stock on the date of issuance for services rendered.

y)   On April 2, 2007, the Company issued 2,000,000 shares of common stock to a director for consulting services valued at $242,445 based on the closing price of the Company’s common stock on the date of issuance.

z)   On March 7, 2007, the Company issued 1,263,158 common shares a fair value of $178,651 based on the closing price of the Company’s common stock on the date of issuance to the President of the Company in settlement of past services.

aa)   On March 7, 2007, the Company issued 343,399 common shares with a fair value of $48,568 based on the closing price of the Company’s common stock on the date of issuance to various consultants in settlement of past services.

bb)   On January 24, 2007, the Company issued 400,000 common shares with a fair value of $40,191 based on the closing price of the Company’s common stock on the date of issuance.

cc)   During the year ended December 31, 2007, the Company received proceeds of $381,295 relating to the 30,000,000 common shares issued during the year ended December 31, 2006.

F-13

47

Stock Options

On June 23, 2006, the Company adopted a fixed stock option plan that provides for the issuance of incentive and non-qualified stock options to officers, directors, employees and consultants to acquire up to 15,000,000 shares of the Company's common stock. The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and the vesting schedule. The stock option plan will expire December 31, 2016.

Effective February 4, 2008, the Company filed a Form S-8 Registration Statement in connection with its 2008 Equity Incentive Plan allowing for the direct award of stock or granting of stock options to directors, officers, employees and consultants to acquire up to a total of 20,000,000 shares of common stock. The Plan Administrator determines the terms of the options granted, including the number of options granted, the exercise price and the vesting schedule. At December 31, 2008, 550,000 shares have been issued under the plan and there are no stock options outstanding.

8.      Commitments

a)   The Company rents, on a month-to-month basis, its industrial and office space for $1,726 per month, office space in China for approximately $1,000 per month and warehouse space for $1,791 per month.

9.      Income Taxes

The difference between the statutory federal tax rate and the tax provision recorded by the Company is primarily due to the Company's full valuation allowance against its deferred tax assets.

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and asset impairment. Net operating loss carryovers may be limited under the Internal Revenue Code should a significant change in ownership occur.

As at December 31, 2008, the Company had approximately $2,800,786 of unused Canadian net operating losses available for carry forward for Canadian income tax purposes which begin to expire in the year 2027. Current year net operating losses for Canadian income tax purposes are approximately $1,207,026 and will expire in 2028.

A deferred tax asset has been offset by a full valuation allowance. The components of the Company's deferred tax assets are as follows:

	December 31, 2008 $			December 31, 2007 $
Deferred tax asset
- Non-capital losses		980,275			3,690,000
- Less valuation allowance		(980,275	)		(3,690,000	)
Net deferred tax asset		-			-

F-14

48

The provision for income tax differs from the amount computed by applying statutory rates to earnings before income taxes.  The difference results from the following:

	December 31, 2008 $			December 31, 2007 $
Earnings (loss) before taxes		(5,146,378	)		(7,191,407	)
Statutory rate		35	%		35	%
Computed expected tax (recovery)		(1,801,232	)		(2,516,992	)
Non-deductible expenses		1,241,016			2,087,516
Temporary differences		(2,150,159	)		-
Change in valuation allowance		2,710,375			422,527
Other		-			6,949
Reported income taxes		-			-

10.  Discontinued Operations

On November 24, 2007, the Company discontinued all operations related to the former business of selling and distributing low carbohydrate and sugar-free foods.

The results of discontinued operations are summarized as follows:

	Year ended December 31,			Year ended December 31,
	2008			2007
	$			$
Revenue		6,098			197,545
Cost of sales		(2,131	)		(70,652	)
Gross Profit		3,967			126,893
Operating Expenses:
General and administrative		(8,890	)		( 376,651	)
Net Loss		(4,923	)		(249,758	)

F-15

49

As at December 31, 2008 and December 31, 2007, assets and liabilities of the discontinued retail and wholesale foods division have been reported as discontinued operations.

	December 31, 2008 $		December 31, 2007 $
Property and equipment, net		-		2,224
Assets held for sale		-		2,224
Accounts payable		-		(14,038	)
Current liabilities of discontinued operations		-		(14,038	)

11.   Restatement

The Company has restated its financial statements as at December 31, 2007 and for the year ended December 31, 2007 to record various corrections recognized in the year.  The effect of the restatement is to increase net loss by $1,176,837 for the year ended December 31, 2007. Net loss per share was decreased by $0.01 per share from ( $0.04) per share (continuing and discontinued operations –basic and diluted) to ($0.05) per share.

	a	)	Balance Sheet
				As At December 31, 2007
				As Reported $		Adjustment $		As Restated $
Prepaid expenses				426,477		(422,647)		3,830
Current assets of discontinued operations				9,579		(9,579)		-
Customer relationships				245,016		(245,016)		-
Other assets				266,716		(266,716)		-
Accrued liabilities				20,117		225,000		245,117
Common stock				164,704		(46)		164,658
Additional paid-in capital					14,484,429		7,925		14,492,354
Accumulated deficit					(14,088,951)		(1,176,837))		(15,265,788)

	b	)	Statements of Operations
				For the Year ended December 31, 2007
				As Reported $		Adjustment $		As Restated $
General and Administrative					(4,209,997)		(964,025)		(5,174,022)
Gain (loss) on settlement of debt					(85,644)		85,611		-
Net Loss before Discontinued Operations					(5,764,812)		(1,176,837)		(6,941,649)
Net Loss for the Year					(6,014,570)		(1,176,837)		(7,191,407)

F-16

50

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have had no disagreements with our independent public accountants on accounting and financial disclosure.

Item 9A(T). Controls and Procedures

(1)    Evaluation of Disclosure Controls and Procedures.     As required by Rule 13a-15 under the Exchange Act, our management, including Tammy-Lynn McNabb, our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, Ms. McNabb concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2008.

(2)    Management’s Report on Internal Control over Financial Reporting

     Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2008 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

     A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

51

1.

As of December 31, 2008, effective controls over the control environment were not maintained.  Specifically, a formally adopted a written code of business conduct and ethics that governs to the Company’s employees, officers and directors was not in place.  Additionally, management has not developed and effectively communicated to its employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.

As of December 31, 2008, effective controls over financial statement disclosure were not maintained.  Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.   Accordingly, management has determined that this control deficiency constitutes a material weakness.

3. As of December 31, 2008, effective controls over equity transactions were not maintained.  Specifically, controls were not designed and in place to ensure that equity transactions were properly reflected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

     Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

      As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2008 based on criteria established in Internal Control—Integrated Framework issued by COSO.

     M&K CPAs, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, 2008.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

     Our management and Board of Directors plan to establish the following remediation measures during the fiscal year ended December 31, 2009:

1.      Our Board of Directors will nominate an audit committee and audit committee financial expert to ensure that we establish appropriate internal controls over our financial reporting process, including formal review and approval of our financial statements and the review, implementation, and monitoring of necessary internal controls, procedures, and policies to mitigate the potential risk of material misstatement of our financial records.

(3)    Changes in Internal Controls.     During the period ended December 31, 2008, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, subsequent to the year ended December 31, 2008, the Company has retained an outside consulting firm which specializes in Sarbanes Oxley compliance.  This consulting firm has assisted the Company in developing a system that should assist in rectifying the material weaknesses described herein.

52

Item 9B. Other Information

None.

PART III

Item 10. Directors and Executive Officers and Corporate Governance

The name, age, and position with our company of each director and executive officer are as follows:

Name	Age	Position	Director/Officer Since
Tammy-Lynn McNabb	40	Chief Executive Officer, Chief Financial Officer, Secretary, Chairwoman and Director	2004
Shannon de Delley	41	Director	2006
Patrick Higgins	40	Director	2005
Pan Huifang	39	Director	2006
Feng Junyi	47	Director	2007
Baldwin Kam Tao Cheng	59	Director	2007
Zeng Zhigao	37	Director	2008

All directors serve until their successors have been duly elected and qualified, unless they earlier resign.

Tammy-Lynn McNabb, CEO, 

By way of educational background, Mrs. McNabb attended the British Columbia Institute of Technology from 1987-1990.  While there, Mrs. McNabb was enrolled in the Marketing Sales Management Program.

Presently, Mrs. McNabb has over 15 years of experience in Marketing and Sales.  As part of her experience, she was involved with Marketing for a large English Publication company for 4 years in Tokyo, Japan.  While in Japan, she capitalized on her stay by studying Japanese and earning a Level 4 Proficiency Certification. Moreover, Mrs. McNabb has specialized in various start-up companies, including high-tech and public relations firms.  During the tech boom in the 1990’s, Mrs. McNabb worked in management for a very successful start-up Internet Service Provider and used this experience to begin her journey into entrepreneurship. 

In June 1999, Mrs. McNabb began a public and investor relations firm tailored to serving publicly traded companies.    Mrs. McNabb’s keen sense of the public market has allowed tremendous success in both capital raising for under funded companies and overall media exposure. 

Ultimately, Mrs. McNabb began another venture of her own, the Low-Carb Centre Inc.  Low-Carb Centre was Canada’s first low carbohydrate retail wellness centre.  Additional retail locations and a bakery specializing in this market soon followed.  Mrs. McNabb is currently pursuing expansion on a global level of various health and wellness products for the ever-booming Health Industry.  Recently, Mrs. McNabb was recognized for her efforts as an Entrepreneur in the Culinary Industry by the Forum for Women Entrepreneurs.

53

Shannon de Delley

Mr. de Delley founded Windcor Power Systems, (“Windcor”) located in Calgary, Alberta in 2002. Since that time, he has served as Windcor’s President, and is directly responsible for making Windcor a top wind project developer.

Mr. de Delley has negotiated over two thousand megawatts for Windcor projects, bringing projects to the early stages of development. Presently, Windcor has ongoing projects in four Canadian provinces, the Hawaiian Islands and China.

Mr. de Delley assembled Windcor’s team that includes developers, legal and financial professionals, investors and other key administrative personnel necessary to successfully execute projects.

Prior to founding Windcor Power Systems in 2002, Mr. deDelley draws on seventeen years of industrial / electrical construction experience having worked as an electrical / industrial supervisor at Shell and Syncrude oil refining systems in the Alberta Tar Sands. During this time, Mr. de Delley was responsible for building and overhauling electrical substations, co-generation facilities, and underground and overhead transmission supplies.

In 2002, Mr. de Delley left the oil industry to form Windcor Power Systems.

Patrick Higgins

At a Board of Directors meeting held on August 1, 2005, Patrick Higgins was appointed as a Director of the Company.

Patrick Higgins is the senior partner in the management firm of Higgins Cohn Brand Management (“HCBM”), a leading consumer products organization that provides strategic operations and sales execution services to consumer brands. HCBM assists businesses more effectively through brand development and market penetration.

Additionally, Mr. Higgins’ extensive experience in brand management within the health and wellness industry will be useful in his new role as Director of the Company.

HCBM specializes in complete management of the market for natural and specialty product manufacturers. They offer clients valuable capabilities including: customer service, logistics, warehousing, market research, media services, design services and sales coverage. The core strength of their team, combined with full-range capabilities, provides clients with the strong infrastructure necessary to compete in the natural and specialty product market.

HCBM’s team, led by Patrick Higgins, consists of some of the most experienced people in the natural and specialty products industry.

Pan Huifang

Mrs. Pan is the Executive Vice General Manager of Dongxing Plastic Corporation (DPC). DPC is a large-scale, privately operated, blow molding and injection molding factory spanning over 50,000 square meters. The company’s business is in the area of injection molding, blow molding, printing, and has four production lines serving customers within the petroleum, chemical, food, medical, building and tobacco industries. There are currently 380 employees, including a specialized technical team, structure designers and 25 mechanical engineers composed of 18 mold engineers.

The company currently has clients in over 20 Provinces in mainland China, Europe, America, Southeast Asia, Japan, Hong Kong, Macao and Taiwan. Mrs. Pan was voted One of China’s Best Women Developers in 2005

54

Junyi Feng

For 10 years Mr. Feng was a finance officer for the GuangZhao Port Authority before he became a Director for the Economic Development Department of Guangdong Provincial Government. His focus in the wind energy sector will assist Welwind in its future development projects.

Baldwin Kam Tao Cheng

Mr. Cheng is currently the Managing Director of BIS Supplies and Engineering Ltd., a company that specializes in the supply of materials for construction projects in Hong Kong.  In order to meet the ever expanding demand, Mr. Cheng decided to streamline some of his businesses by further creating four different companies that would provide specialization to a certain area of trade: 1) BIS Hua Wei Pipelines & Steel Structure Engineering Co., Ltd., 2) BIS Waterworks Co., Ltd., 3) BIS Shang Pein Ductile Iron Supply Co., Ltd., and 4) BIS Transport Co., Ltd. 

Mr. Cheng has over 38 years of experience in the construction and trading industries, and his vast experience in management has led to successful business transactions over the course of his career.

Mr. Zeng Zhigao

Since March, 2008, Mr. Zhigao has served as a director and Executive Vice General Manager of Zhanjiang Windcor Windfarm Ltd. and Yangjiang Welwind Windfarm Ltd. Prior to this from 2006 through early 2008, Mr. Zhigao served as a director and Deputy General Manager of Guangdong Luzhoushiji Pro-Environment Technology Co. Ltd. From 2001 to 2006, he served as the General Manager assistant and Engineer in Guangdong Overseas Construction Supervision Co. Ltd., where he was in charge of the management of engineering construction. Mr. Zhigao has a bachelor’s degree in management.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings.

During the last five (5) years, none of our directors or officers has:

(1)had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)been convicted in a criminal proceeding or subject to a pending criminal proceeding;

(3)been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

55

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934 requires the Company’s directors and certain executive officers and certain other beneficial owners of the Company’s common stock to periodically file notices of changes in beneficial ownership of common stock with the Securities and Exchange Commission.  To the best of the Company’s knowledge, based solely on copies of such reports received by it, and the written representations of its officers and directors, the Company believes that for 2008 all required filings were timely filed by each of its directors and executive officers.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of our officers, directors and employees.

Audit Committee

The Company currently does not have an audit committee and has not made a determination of whether there is a financial expert. The Company does not presently plan to establish an audit committee. However, if an audit committee is established, the Registrant will make the proper disclosures on Form 8-K.

Item 11.Executive Compensation

Summary Compensation Table

The following table sets forth the overall compensation earned over each of the past two fiscal years ending December 31, 2008 by (1) each person who served as the principal executive officer of the Company during fiscal year 2008; (2) the Company’s most highly compensated executive officers as of December 31, 2008 with compensation during fiscal year 2008 of $100,000 or more; and (3) those individuals, if any, who would have otherwise been in included in section (2) above but for the fact that they were not serving as an executive of the Company as of December 31, 2008.

Salary Compensation
Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards	Options Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation Compensation ($) (2)(3)	Total ($)
Tammy-Lynn McNabb	2008	$	120,000	$	—	—		—	—	—	—	$	120,000
Chief Executive Officer	2007	$	120,000	$	—	—	—		—	—	—	$	120,000

There were no stock options granted or exercised by the named executive directors in 2008.

56

Employment Agreements

The Registrant has no written employment agreements.

GRANTS OF PLAN BASED AWARDS

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards; Number of Shares of Stock or Units (#)	All Other Option Awards; Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards
-	-	-	-	-	-	-	-	-	-	-	-

There were no stock based awards under the Equity Incentive Plan in 2008 to the Named Executive Officers.

Executive Officer Outstanding Equity Awards at Fiscal Year-End

The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2008.

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options(#) Exercisable

Number of Securities Underlying Unexercised Options(#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Tammy-Lynn McNabb

—

—

—

$

—

—

—

—

—

—

57

DIRECTOR COMPENSATION

Cash Compensation

Directors receive no cash compensation for services rendered.

Director Compensation

The following table shows the overall compensation earned for the 2008 fiscal year with respect to each person who was a director as of December 31, 2008.

Name and Principal Position	Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($) (3)	Total ($)
Tammy-Lynn McNabb Director	$	—	204,123	$	—	—	—	121,260	$	325,383
Shannon de Delley	$	—	201,123	$	—	—	—	—	$	201,123
Director
Patrick Higgins	$	—	35,630	$	—	—	—	—	$	35,630
Director
Pan Huifang	$	—	—	$	—	—	—	—	$	—
Zeng Zhigao Director	$	—	572,681	$	—	—	—	—	$	572,681
Feng Junyi Director	$	—	404,544	$	—	—	—	—	$	404,544
Baldwin Cheng	$	—	—	$	—	—	—	—	$	—

(1)Reflects dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to FAS 123R.  FAS 123R requires the Company to determine the overall value of the options as of the date of grant based upon the Black-Scholes method of valuation, and to then expense that value over the service period over which the options become exercisable (vest).  As a general rule, for time-in-service-based options, the Company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option.  For a description FAS 123 R and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the notes to the consolidated financial statements included with this Report.

(2)Excludes awards or earnings reported in preceding columns.

(3)Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the director; (vii) any consulting fees earned, or paid or payable; (viii) any annual costs of payments and promises of payments pursuant to a director legacy program and similar charitable awards program; and (ix) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.

58

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of common stock as of May 13, 2009, by:

·   each person known to us to own beneficially more than 5%, in the aggregate, of the outstanding shares of our common stock;

·   each director;

·   each of our chief executive officer and our other two most highly compensated executive officers; and

·   all executive officers and directors as a group.

The number of shares beneficially owned and the percent of shares outstanding are based on 211,247,692 common shares outstanding as of May 13, 2009. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise noted below, the address of each of the shareholders in the table is c/o Welwind Energy International Corporation, 10-20172 113B Avenue, Maple Ridge, British Columbia, Canada V2X 0Y9.

Beneficial Owner	Shares of Common Stock Number	Beneficially Owned Percent
Tammy-Lynn McNabb	9,499,117	4.49%
Shannon de Delley	3,662,528	1.73%
Patrick Higgins	500,000	0.23%
Zeng Zhigao	6,000,000	2.84%
Feng Junyi	20,000,000	9.47%
Larry McNabb	6,386,000	3.02%
Luo Yizi	13,000,000	6.15%
Pan Huifang	2,000,000	0.95%
Baldwin Cheng	2,000,000	0.95%
All Officer & Directors as a Group	63,047,645	29.85%

59

Changes in Control

We know of no plans or arrangements that will result in a change of control at our company.

Item 13. Certain Relationships and Related Transactions

None, other than as set forth elsewhere in this Annual Report.

Item 14. Principal Accounting Fees and Services

During the year ended December 31, 2008, we engaged M & K CPAS PLLC as our independent auditor.  For the year ended December 31, 2008, we were billed by M & K CPAS PLLC, aggregate fees as discussed below.

·Audit Fees:  Fees for audit services totaled $25,000 and $25,000 in 2008 and 2007, respectively, including fees associated with the annual audit.

·Audit-Related Fees:  Fees for audit-related services totaled $0 in 2008 and 2007, respectively.  Audit-related services principally included accounting consultations.

·Tax Fees:  We did not engage our auditor for any tax related services during 2008 or 2007.

·All Other Fees:  Fees for other services not included in the above were $0 in both 2008 and 2007.

Audit Fees

During the year ended December 31, 2008, the aggregate fees billed or estimated to be billed to us for professional services rendered by M & K CPAS PLLC for the audit of our annual financial statements, review of financial statements included in our quarterly reports or services normally provided by our accountants in connection with statutory and regulatory filings or engagements were $50,000.

Audit-Related Fees

During fiscal 2008, there were no fees billed to us for any other products or services provided by M & K CPAS PLLC other than the services reported above.

Tax Fees.

During fiscal 2008, there were no fees billed to us for any other products or services provided by M & K CPAS PLLC other than the services reported above.

All Other Fees.

During fiscal 2008, there were no fees billed to us for any other products or services provided by  M & K CPAS PLLC other than the services reported above.

60

Item 15. Exhibits

EXHIBIT NUMBER	DESCRIPTION	LOCATION
3.1 - 3.2	Articles of Incorporation and Bylaws	Incorporated by reference as Exhibits to the Form 8-K filed on December 12, 2004 as amended on February 3, 2005.
10.1	Share Exchange Agreement between Vitasti, Inc. and Welwind Energy International Corporation.	Incorporated by reference as an Exhibit to the Form 8-K filed on August 17, 2006 as amended on December 20, 2006.
31.1	Rule 13a-14(a)/15d-14(a) Certification (CEO)	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification (CFO)	Filed herewith
32.1	Section 1350 Certification (CEO)	Filed herewith
32.2	Section 1350 Certification (CFO)	Filed herewith

61

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the _______________________.

Welwind Energy International Corporation a Delaware Corporation
By:
	/s/ Tammy-Lynn McNabb
	Tammy-Lynn McNabb Chief Executive Officer and Chairman of the Board

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Welwind Energy International Corporation and in the capacities and on the dates indicated.

Signature	Position	Date
/s/ Tammy-Lynn McNabb	Chief Executive Officer and Chairman of the Board	May 14, 2008
Tammy-Lynn McNabb
/s/ Shannon de Delley	Director	May 14, 2008
Shannon de Delley
/s/ Patrick Higgins	Director	May 14, 2008
Patrick Higgins
/s/ Zeng Zhigao	Director	May 14, 2008
Zeng Zhigao
/s/ Feng Junyi	Director	May 14, 2008
Feng Junyi

/s/ Pan Huifang	Director	May 14, 2008
Pan Huifang
/s/ Baldwin Kam Tao Cheng	Director	May 14, 2008
Baldwin Kam Tao Cheng

62