~~UNITED~~ ~~STATES~~Table of Contents

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D. C. 20549

FORM 10-K

~~ANNUAL REPORT~~Annual ~~PURSUANT~~Report TOUnder ~~SECTION~~Section 13 ORor 15(Dd) Of OFthe Securities Exchange Act of 1934

~~THE SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~Fiscal OFYear ~~1934~~Ended June 30, 2010 Commission File No. 0-9996

FOR THE FISCAL YEAR ENDED JUNE 30, 2009

Commission File No. 0-9996

WIND ENERGY AMERICA INC.

(Exact ~~name~~ Name of ~~registrant~~Registrant as specified in its charter)

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

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

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

(952) 746-1313 (~~Registrant'~~Issuer’s telephone number)

~~Securities~~ Indicate by check mark whether the registrant (1) has filed all reports required to be ~~registered~~filed ~~under~~by ~~Section~~section 1213 or 15 (bd) of the Securities Exchange Act~~: None~~ of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

~~Securities~~ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be ~~registered~~submitted ~~under~~and ~~Section~~posted 12pursuant to Rule 405 of Regulation S-T (g)§ 232.405 of this chapter) during the ~~Act: COMMON~~preceding ~~STOCK,~~12 $months (or for such shorter period that the registrant was required to submit and post such files).~~05 PAR~~ YES ~~VALUE~~o NO o

Indicate by check mark ifwhether the registrant is a ~~well-known~~large ~~seasoned~~accelerated ~~issuer~~filer, asan ~~defined~~accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule ~~405~~12b-2 of the ~~Securities~~Exchange Act. [(Check ]one):

~~Indicate by~~Large ~~checkmark~~accelerated ~~whether~~filer ~~the~~o ~~issuer~~Accelerated isfiler ~~not~~o ~~required~~Non-accelerated tofiler ~~file~~o ~~reports~~Smaller ~~pursuant~~Reporting ~~to Section~~Company ~~13 or 15(d) of the Exchange Act. [ ]~~x

~~Check whether~~Indicate ~~the~~by ~~Issuer~~check ~~(1)~~mark ~~has~~whether ~~filed~~the ~~all~~registrant ~~reports~~is ~~required~~a toshell becompany ~~filed~~(as bydefined ~~Section~~in ~~13 or~~Rule ~~15(d)~~12b-2 of the Exchange Act ~~during the past 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]~~ o NO [x ]

Indicate by ~~check mark whether~~ the ~~registrant~~number ~~has~~of ~~submitted~~shares ~~electronically~~outstanding ~~and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~each ~~S-T (§232.405~~ of ~~this chapter) during~~ the ~~preceding~~issuer’s 12classes ~~months~~of ~~(or~~common ~~for~~stock ~~such~~as ~~shorter~~of ~~period that~~ the ~~registrant~~ ~~was~~latest ~~required~~practicable ~~to submit and post such files)~~date. ~~YES [] NO~~ ~~[X]~~

~~Check~~Class if disclosure of delinquent filers in response 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. [ ]

~~Indicate by check mark whether the registrant is a large accelerated filer~~61, ~~an accelerated filer~~160,581 aCommon ~~non-accelerated~~Shares ~~filer,~~(par orvalue ~~a smaller reporting company~~$. ~~See~~05/share) ~~definitions~~Outstanding ofat ~~"large~~September ~~accelerated filer"~~30, ~~accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):~~2010

~~Large~~Transitional ~~accelerated~~Small ~~filer~~Business ~~Accelerated~~Disclosure ~~filer~~Format ~~Non-accelerated~~(check ~~filer~~One): ~~Smaller~~YES ~~reporting~~o NO ~~company X~~x

~~Indicate by check mark whether registrant is a shell company. [ ]~~1

~~The~~ ~~aggregate~~Table ~~market value~~ of ~~the Common Stock held by non-affiliates of the Registrant as of September 16, 2009 was approximately $11,315,000 based upon the closing price of the Registrant's Common Stock on such date.~~Contents

~~APPLICABLE ONLY~~PLAIN ~~TO REGISTANTS INVOLVED IN BANKRUPTCY PROCEEDINGS~~ENGLISH

~~DURING THE~~We ~~PREDEDING~~will ~~FIVE~~use ~~YEARS:~~such terms as “we”, “our” and “us” in place of Wind Energy America Inc. or “the Company.” When such terms are used in this manner throughout this document they are in reference only to the corporation, Wind Energy America Inc. and its subsidiaries, and are not used in reference to the board of directors, corporate officers, management, or any individual employee or group of employees.

~~Check whether~~FORWARD ~~the~~LOOKING issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES [ ] NO [ ]STATEMENTS

~~APPLICABLE ONLY~~This TOannual ~~CORPORATE~~report ~~REGISTRANTS~~contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and may involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~There were~~Although 55we believe that the expectations reflected in the forward-looking statements are reasonable,~~624~~ we cannot guarantee future results,~~381~~ ~~shares~~levels of ~~Common~~activity, ~~Stock~~performance ~~outstanding~~or achievements. Except as required by applicable law, including the securities laws of ~~October~~the 1United States, ~~2009~~ we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~DOCUMENTS INCORPORATED~~Our BYfinancial ~~REFERENCE: None~~statements are stated in United States dollars and are prepared in accordance with generally accepted accounting principles in the United States of America.

~~Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]~~2

TABLE OF CONTENTS

PART I
Item 1.	Description of Business	~~Description of Business~~4	4
Item 1A.	Risk Factors	~~Risk Factors~~7	8
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~7	8
Item 2.	Description of Property	~~Description of Property~~8	8
Item 3.	Legal Proceedings	~~Legal Proceedings~~8	8
Item 4.	Submission of Matters to a Vote of Security Holders	~~Submission of Matters to a Vote of Security Holders~~8	8
PART II
Item 5.	Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~9	8
Item 6.	Selected Financial Data	~~Selected Financial Data~~9	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~9	9
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~17	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosures~~17	12
Item 9A(T).	Controls and Procedures	~~Controls and Procedures~~17	12
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~Directors, Executive Officers and Corporate Governance~~18	12
Item 11.	Executive Compensation	~~Executive Compensation~~20	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~21	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~Certain Relationships and Related Transactions, and Director Independence~~22	16
Item 14.	Principal Accounting Fees and Services	~~Principal Accounting Fees and Services~~22	16
PART IV
Item 15.	Exhibits, Financial Statements and Schedules	~~Exhibits, Financial Statements and Schedules~~22	17
Signatures		24	18

Table of Contents

PART I

Item 1. Description of Business

Since early 2007, we have been engaged solely in the ~~registrant~~wind ~~Wind~~power ~~Energy~~segment ~~America~~of ~~Inc~~the renewable energy industry. ~~(“the~~We ~~Company”~~own, either through wholly-owned subsidiaries, or though minority equity interests, portions of 59.1 megawatts (MW) ~~has~~of ~~been engaged~~nameplate ~~solely~~wind generating capacity. Through wholly-owned subsidiaries, we had 2.0MW in ~~the~~operation and 2.0MW of this capacity under construction as of June 30, 2010 in Osceola County, Iowa. Also through wholly-owned subsidiaries, we had 0.8MW in operation and 0.8MW of this capacity under construction in Lincoln County, Minnesota as of June 30, 2010. We also own, through a wholly-owned subsidiary, minority equity interests in three wind ~~power~~farms ~~segment~~in Minnesota in an active wind energy production region called Buffalo Ridge. These projects, in which we own a minority equity interest, have a capacity of 53.5MW. We will not receive any material revenue from these minority equity interests until these projects reach certain milestones, the ~~alternative~~projects ~~renewable~~reach ~~energy industry~~their “flip” dates, and our minority equity interests are converted into larger percentage ownership.

Background

~~The Company~~We ~~was~~were founded and incorporated in Minnesota in 1980 under ~~its~~our former name, Dotronix Inc. For over 25 years, ~~the~~we ~~Company~~ designed, manufactured and marketed a line of cathode ray tube (CRT) displays and digital signage. In 2005, ~~the~~we ~~Company~~ discontinued ~~its~~our CRT business and began developing non-prescription healthcare products to be marketed under the PuraMed brand, which business was conducted through PuraMed BioScience Inc. (“PuraMed”), a wholly-owned subsidiary Minnesota corporation. In late 2006, ~~the~~we ~~Company~~ decided to enter into, and focus entirely on ~~entering~~, the wind energy business, and accordingly ~~further~~ decided to spin off ~~its~~ our PuraMed business.

Spin-Off of PuraMed

In April 2007, ~~the~~we ~~Company~~ completed ~~the~~our spin-off of ~~its~~our PuraMed subsidiary through a pro rata dividend to all ~~its~~our shareholders on the basis of one common share of PuraMed for each five common shares of ~~the~~Wind ~~Company~~Energy America held by ~~its~~ our shareholders. Concurrent with this spin-off, ~~the~~we ~~Company~~ changed ~~its~~ our name from Dotronix Inc. to Wind Energy America Inc. Since the spin-off, ~~the~~Wind ~~Company~~Energy America and PuraMed have operated separately, with their respective assets, managements, businesses, and capital structures being completely independent from each other.

~~Strategic Plan~~Grand ofSierra ~~the~~Resort ~~Company~~Corp.

~~The primary~~In ~~strategy~~July of2006 we formed a Minnesota corporate subsidiary, Grand Realty Group Inc., for the ~~Company~~purpose isof toacquiring ~~create~~an ~~and~~equity ~~manage~~interest ~~effectively~~in Grand Sierra Resort Corp. (“Grand Sierra”), a ~~large~~private ~~and diversified~~company ~~portfolio~~incorporated ofin ~~profitable~~Nevada. ~~wind~~Grand ~~energy~~Sierra ~~assets~~purchased the Reno Hilton Hotel/Casino complex in Reno, ~~both~~Nevada ~~through~~in ~~acquisition of~~June ~~existing~~2006 ~~wind~~from ~~farm~~Harrah’s ~~assets~~Entertainment Inc. and ~~through~~promptly ~~development~~changed ofits ~~new~~name ~~wind farms~~to Grand Sierra Resort & Casino. ~~Since~~ ~~early~~This ~~2007,~~Grand ~~the~~Sierra ~~Company~~complex ~~has~~includes ~~acquired~~a ~~substantial~~large ~~wind farm~~casino ~~assets~~gaming ~~including~~area, ~~interests~~hotel inrooms, ~~completed~~many ~~wind~~condominium ~~farms~~units, and various retail businesses. Through certain warrant rights held by us, we, in 2006, purchased a ~~significant “pipeline”~~total of ~~wind~~1,037,500 ~~farm~~shares ~~projects~~of inGrand ~~various~~Sierra ~~stages~~common stock for $415,000 representing approximately an ownership of ~~design~~1% ~~and development~~of Grand Sierra. ~~The~~ ~~Company’s~~Although ~~wind~~we ~~energy~~continue ~~assets~~to ~~are~~hold ~~located~~this ~~primarily along~~common ~~Buffalo~~stock ~~Ridge~~interest in Grand Sierra, a ~~geological~~recent ~~formation~~impairment ~~which~~evaluation ~~extends~~of ~~southeasterly~~this ~~from eastern~~asset ~~South~~has ~~Dakota~~resulted ~~across~~in ~~southwestern~~our ~~Minnesota~~Grand ~~and~~Sierra ~~into~~investment ~~northwestern Iowa~~being written down to zero.

~~Buffalo Ridge~~Strategic isPlan ~~well-known~~of in the ~~alternative energy industry for its high quality wind energy resources.~~Company

~~Besides the~~Our ~~wind~~current ~~power~~strategy ~~interests~~is ~~now held by the Company in Minnesota and Iowa, the Company intends~~ to ~~acquire~~create orvalue ~~develop additional wind power assets in various Midwestern and Great Plains regions of the USA. These regions targeted~~ by the Company are particularly suitable for generation of electricity from wind energy since they feature sparsely populated and extensive flat prairies having high and consistent wind speeds. Moreover, farmers and ranchers and other rural citizens in these regions generally welcome the profitable additional revenue-producing “crop” of wind farming along with the related new “green collar” local jobs.:

~~Purchase~~ Ÿ completing construction and commissioning of ~~Boreal~~our ~~Energy~~remaining ~~Assets~~2.0MW under construction in Osceola County, Iowa Ÿ completing construction and commissioning of our remaining 0.8MW under construction in Lincoln County, Minnesota Ÿ assuring the “flip” events in the three projects in which we own minority equity interests on Buffalo Ridge, Minnesota Ÿ developing our current pipeline of early-stage wind power development projects in Minnesota, Pennsylvania and Wyoming Ÿ developing other early-stage wind power development projects that are currently under negotiation Ÿ selling selected assets which may be more valuable to certain buyers than they are to us on a case-by-case basis

In December 2007, the Company entered into its principal acquisition which resulted in its purchase of substantial wind power assets from Boreal Energy Inc. (“Boreal”), a Minnesota corporation based in suburban St. Paul, which asset purchase was not formally completed until September 2008. For these assets, the Company agreed to pay Boreal a total of 28,500,000 shares of the Company’s common stock. The terms of this Asset Purchase Agreement between Boreal and the Company provided for the division of Boreal assets into two categories.4

~~The~~ ~~first~~Table ~~category~~ of Boreal assets purchased by the Company included design and development rights to a substantial “pipeline” of various wind farm projects in Upper Midwest and Great Plains regions, which we believe are located in some of the most favorable wind regimes in North America for generation of electricity from modern utility-scale wind power turbines. For this Boreal pipeline of projects, we allocated and paid to Boreal 18,500,000 common shares incident to the first stage closing of this acquisition which took place in February 2008.Contents

~~The second~~We ~~category~~intend ofto ~~Boreal~~use ~~assets~~our ~~consisted~~current ofassets aas ~~contingent 15% equity interest in Navitas Energy Inc. (“Navitas”),~~ a ~~wind~~starting ~~power~~point ~~developer~~from which ~~is majority-owned~~to bydevelop, ~~Gamesa~~acquire, abuild ~~leading~~and ~~Spanish~~operate ~~wind~~a ~~turbine~~large ~~manufacturer,~~and ~~for~~diversified ~~which we~~portfolio ~~allocated 10,000,000 shares~~ of ~~our~~profitable ~~common~~wind ~~stock~~energy assets. ~~The~~ ~~Boreal~~Since ~~asset purchase~~early ~~agreement~~2007, ~~however,~~we ~~granted~~have ~~Boreal~~acquired ~~the~~substantial ~~option to exchange this Navitas equity interest for substituted~~ wind ~~energy~~farm assets ~~provided~~ ~~the Company~~including ~~was~~interests ~~satisfied~~in ~~with~~operating ~~the~~wind ~~value~~farms, ofwind ~~such~~farms ~~exchanged~~under ~~substituted assets. Pending~~construction ~~the evaluation~~ and ~~resolution~~wind offarms ~~this~~in ~~exchange, the~~various ~~balance~~stages of ~~10,000,000~~design ~~common~~and ~~shares of the Company were placed in escrow~~development. ~~Boreal~~ ~~elected~~Currently, toour ~~transfer~~ wind energy assets ~~rather~~are ~~than~~located ~~its Navitas~~primarily ~~equity~~along ~~interest,~~Buffalo ~~and after February 2008~~Ridge, ~~Boreal~~a ~~negotiated~~geological ~~and~~formation ~~effected an~~which ~~exchange~~extends ofsoutheasterly ~~its~~from ~~Navitas~~eastern ~~equity~~South ~~interest~~Dakota ~~for~~across ~~wind~~southwestern ~~power~~Minnesota ~~assets~~and ~~satisfactory~~into ~~to the~~northwestern ~~Company~~Iowa. ~~Although~~Buffalo ~~complete~~Ridge ~~transfer~~is ~~documents~~well-known ~~for~~in ~~this~~the ~~exchange~~alternative ~~were~~energy ~~not formally~~industry ~~completed until September 2008, it was agreed to and reflected in our financial statements~~ for ~~our~~its ~~fiscal~~high ~~year~~quality ~~ending~~wind ~~June~~energy ~~30, 2008~~resources. ~~Upon completing~~ ~~this~~We ~~second~~also have early-stage ofwind ~~the~~development ~~purchase~~projects ~~agreement,~~in ~~the~~Pennsylvania ~~10,000,000~~and ~~escrowed common~~Wyoming ~~shares~~and ofare ~~our~~negotiating ~~stock~~with ~~were~~landowners ~~delivered~~in ~~and~~other ~~paid~~states to ~~Boreal. The wind~~develop ~~energy~~additional ~~assets~~wind ~~substituted~~power ~~for~~projects. Attractive ~~Boreal’s~~wind ~~equity~~power ~~interest~~projects ~~in Navitas were determined by us to~~ have a ~~value~~combination of atgood ~~least~~wind ~~$11~~resources,~~000,000,~~ ~~which~~attractive ~~was approximately~~electricity ~~the~~prices, ~~carrying~~lack ~~value~~ of ~~the~~local ~~Navitas~~political ~~interest on~~opposition, ~~the financial~~few, ~~records~~if ofany, ~~Boreal. Following~~environmental issensitivities, aavailable ~~description~~transmission ofand ~~these~~willing ~~wind energy assets received by us which were exchanged by Boreal for its Navitas equity interest:~~landowners.

~~two~~Entry ~~850kw (kilowatt)~~into ~~Gamesa~~the ~~G-52~~Wind ~~wind~~Energy ~~turbines and two 2Mw (megawatt) Gamesa G-80 wind turbines and related equipment located on wind farm projects on Buffalo Ridge in Minnesota and Iowa;~~Business

~~the Midwest~~In ~~Center~~early ~~for~~2007, we purchased a minority equity interest in Averill Wind, ~~Energy~~LLC, ~~(MCWE)~~a ~~facility~~Minnesota ~~along~~company, ~~with~~for ~~the~~$200,000. Averill ~~160~~was ~~acres~~intended ~~where~~to ~~it is~~be ~~situated~~a in10MW ~~Lincoln~~wind ~~County~~farm near Fargo/Moorhead, Minnesota, ~~comprising~~ a ~~modern~~region ~~building~~ of ~~11,200 square~~the ~~feet~~country ~~including~~that 8is ~~lodging~~favorable ~~rooms,~~for 4electricity ~~offices,~~generation athrough ~~large~~wind ~~meeting~~power. In ~~room,~~the ~~a conference~~fiscal ~~room~~year ended June 30, a2010 ~~maintenance~~we ~~shop~~recognized ~~area,~~an impairment expense and ~~spaces~~wrote ~~for~~the ~~viewing~~carrying ~~exhibits~~value of this project on ~~wind~~ ~~power~~our books to zero as we believe it is unlikely we will realize any value from this project.

~~the Viking~~In ~~Wind~~May ~~Energy~~2007, ~~project~~we ininvested ~~Martin~~$100,000 ~~County~~in MNan ~~which~~Interconnection ifSystem ~~developed~~Impact ~~could~~Study ~~include a~~to ~~capacity~~potentially ~~rating~~connect 300MW of upwind generated electricity to ~~100~~Xcell ~~megawatts~~Energy’s ZULU substation in southeast Lincoln County, ~~including~~Minnesota. ~~meteorological~~We ~~equipment~~must ~~and permits~~supply ~~related~~50% of the capital to ~~its~~become ~~completed~~an ~~wind~~equal ~~studies,~~partner ~~all~~in the proposed 300MW wind ~~data~~farm. ~~and~~This ZULU wind farm cannot be developed until a planned large power ~~capacity~~ ~~forecasts~~transmission ~~conducted~~line onis completed from Minneapolis to Buffalo Ridge. Since this transmission line is not scheduled to be built until 2014 or later, in the ~~property~~fiscal byyear ~~Navitas~~ended June 30, 2010 we recognized an impairment expense and ~~all~~wrote ~~interconnection documents~~the ~~related~~carrying value of this project on our books to ~~the~~zero as we believe it is unlikely we will realize any value from this project.

~~Valuation of~~During ~~Boreal~~the ~~Assets~~second —half ~~Our~~of ~~valuation~~calendar of2007, ~~Boreal~~we ~~assets~~purchased ~~was~~from ~~based~~Northern onAlternative aEnergy ~~number of~~Inc. ~~tangible~~its ~~and~~subsidiary ~~intangible~~Northern ~~factors~~Alternative ~~and~~Energy ~~considerations~~Shaokatan ~~including~~LLC ~~the~~(“Shaokatan”), ~~book~~which ~~value of~~we ~~assets~~paid onfor ~~Boreal’s~~in ~~audited~~two ~~balance~~portions; ~~sheet~~$2,300,000 ~~the~~in ~~design~~cash orfor ~~development~~a ~~status~~minority ~~of wind~~equity ~~farm~~interest ~~projects~~in ~~held~~two ~~by Boreal, recent~~ wind ~~power~~farms ~~industry~~in ~~transactions~~Minnesota ~~which reflect~~called ~~value~~Shaokatan ~~creation~~Hills ~~amounts~~and ~~paid~~Lakota ~~for~~Ridge, ~~completed wind farms~~ and ~~early~~$200,000 ~~stage pipeline~~in ~~projects,~~cash and ~~other~~4,000,000 ~~considerations~~shares of ~~the~~our ~~Board~~common ofstock ~~Directors~~valued ofat ~~the Company~~$. ~~Although~~60 ~~many~~per ofshare ~~the~~for ~~valuation~~a ~~factors~~minority ~~used~~equity byinterest ~~the Company are quite subjective~~ in ~~nature,~~a ~~the~~group ~~Company~~of ~~believes~~16 ~~that~~small ~~its~~wind ~~evaluation~~farms ~~process was~~collectively ~~sound~~known and ~~considered~~managed ~~the~~as ~~standard~~CHI ~~factors~~Energy. These ~~and~~three ~~determinations used in the~~ wind ~~power~~farms ~~industry~~lie toon ~~evaluate~~Buffalo ~~wind energy assets. In anticipation of closing this transaction~~Ridge, ~~Boreal~~which ~~Energy~~is ~~had~~in ~~performed~~southwestern anMinnesota ~~impairment assessment~~and ~~under~~ which ~~Boreal~~contains ~~wrote~~a ~~down~~prime ~~its~~wind ~~assets~~regime toin the ~~readily~~USA ~~identifiable market~~for ~~value~~efficient generation of ~~its~~electricity ~~hard~~from ~~assets~~wind ~~including~~power turbines, and ~~real~~is ~~estate,~~well-known ~~which we considered~~ in ~~our~~the ~~evaluation~~alternative ofenergy ~~Boreal~~industry ~~assets. The~~for ~~Company~~its ~~did~~high ~~not seek~~and orconsistent ~~obtain~~wind ~~any independent appraisal of the Boreal assets purchased in this transaction~~speeds.

~~Voting~~Together, ~~Trust~~Shaokatan —Hills Toand ~~ensure~~Lakota ~~that the Company did not sell or transfer control of its business upon completing the Boreal asset purchase~~Ridge, ~~the~~contain ~~Asset~~33 ~~Purchase~~modern ~~Agreement~~wind ~~required~~turbines ~~Boreal~~having ~~to enter into~~ a ~~voting~~total ~~trust~~rated ~~provision~~power ~~whereby~~capacity ~~for a two-year period approximately 10,000,000 common shares~~ of ~~the~~23MW. ~~Company~~We ~~issued~~have inonly ~~this~~a ~~transaction~~negligible ~~must~~revenue beor ~~voted for~~profit ~~any~~sharing ~~shareholder~~percentage ~~proposal~~interest ~~only~~until ~~with~~ the ~~consent~~ownership of ~~a current director of~~ the ~~Company. This~~ ~~provision~~minority isequity ~~now~~interests ~~moot~~convert ~~and~~into no80% ~~longer~~ownership ~~material, since a majority~~ of ~~the~~these ~~common~~two ~~shares~~wind offarms. Over the ~~Company~~past ~~acquired~~few byyears, ~~Boreal~~these in33 ~~this transaction~~turbines have ~~been~~generated ~~sold~~electricity orat ~~transferred~~an byaverage ~~Boreal~~annual torate ~~other~~of ~~persons~~68,300,000 ~~none~~kilowatt ~~of whom~~hours ~~is a principal shareholder of the Company~~(kwh).

~~Reasons~~CHI ~~for~~Energy ~~Purchasing~~is ~~Boreal Assets~~16 —separate Insmall ~~reaching~~wind farms which are managed and maintained collectively and contains 46 modern wind turbines having a ~~determination~~total torated ~~purchase~~power ~~the~~capacity ~~Boreal~~of ~~assets~~30.36MW, and for the ~~Board~~ ofpast ~~Directors~~several ofyears ~~the~~they ~~Company~~have ~~considered~~generated aelectricity ~~number~~at an average annual rate of 93,000,000 kilowatt hours (kwh). We will not begin to receive any material ~~factors~~revenues until they “flip” which we estimate will begin happening during the fourth quarter of calendar year 2010, ~~including~~ after which our revenue interest will convert to 30% and eventually to 49% in the ~~following:~~fourth quarter of 2015.

*In ~~Certain~~ February 2008, we purchased various wind energy assets from Boreal ~~ongoing~~Energy ~~projects~~Inc. ~~provided~~(“Boreal”) for 28,500,000 of our common shares. Push down accounting was utilized to value the ~~Company~~tangible assets of Boreal at a market value of $9,084,505. The major tangible asset of Boreal was its minority equity interest in Navitas Energy, Inc., and incident to the purchase of Boreal assets, this investment in Navitas was exchanged for assets of Navitas. In exchange for the minority interest in Navitas we received two turbines and related electric generating equipment with ~~immediate~~a ~~access~~4.0MW capacity in Osceola County, Iowa valued at $4,752,000, and two turbines with 1.6MW capacity and electric generating equipment in Lincoln County, Minnesota valued at $2,019,600, one-hundred and sixty acres of land in Lincoln County, Minnesota valued at $320,000, a building with repair facilities and eight motel rooms, a large meeting room, and offices which was valued at $1,992,905. The principal Boreal shareholders have since liquidated a majority of our common shares they obtained when the Boreal assets were sold to ~~specific projects~~us, ~~already~~and ~~being~~they ~~developed~~are no longer involved with us and our business. We did not absorb the personnel or operations of Boreal in the transaction, nor did we assume any liabilities of Boreal.

* Boreal’s proprietary pipeline of wind farm projects provided the Company with potential future wind energy prospects in leading wind regimes.5

* The ~~Company~~Table ~~believed~~of ~~it would be able to attract and access substantial future capital funding from debt and/or equity financing due to the Boreal transaction.~~Contents

*New Future development of Boreal pipeline wind power projects will enable the Company to become a growing and recognized participant in the rapidly growing wind energy industry, thus improving the visibility and status of the Projects

~~Company as~~We ahave ~~publicly~~initiated ~~traded~~early ~~entity.~~stage development on two projects;

Wind Power Opportunity and Industry in the USA

	Ÿ	Weston Wind I - Weston County, Wyoming. Over 10,000 acres of land owned by a single landowner that could accommodate up to 250 MW of nameplate capacity. On this project we have secured a land lease, we have submitted an application for interconnection to Black Hills Power, and we have over five years of wind data.
	Ÿ	Grosser Mountain Wind I - Dauphin County, Pennsylvania. 650 acres of land owned by a single landowner and could accommodate up to 20 MW of nameplate capacity. On this project we have secured a land lease and we have presented our project ideas to local county officials.

~~Electric generating~~Wind ~~capacity~~Power ofOpportunity ~~the USA wind power industry has increased significantly over the past few years. In 2006, generating electricity from wind turbines increased almost 30%,~~ and inIndustry ~~both 2007 and 2008 there was a substantially larger annual increase of over 40%~~ in new wind farm developments. The Company believes that impressive growth levels of wind farm installations will continue for many future years. There is currently at least 25,000 megawatts of installed wind power capacity in the USA, yet the percentage of electricity provided by wind power in the country is still only approximately 1% of total electricity demands. One megawatt of rated wind power capacity produces enough electricity during a typical year to satisfy the electricity needs of 250-300 residences.

The ~~USA~~ ~~has~~total ~~enormous~~ wind power ~~resources,~~capacity ~~far~~now ~~exceeding~~operating in the ~~more~~U.S. ~~established European~~is ~~wind~~over ~~regimes.~~35,600 ~~In particular~~MW, ~~the~~generating ~~huge~~enough ~~and~~to ~~sparsely~~power ~~populated~~the ~~flat~~equivalent ~~and consistently~~of ~~windy~~9.7 ~~plains~~million ~~regions~~homes. America’s inwind ~~upper~~power ~~Midwest~~fleet ~~and~~will ~~Great~~avoid ~~Plains~~an ~~states provide~~estimated ~~virtually~~62 ~~unlimited~~million ~~wind~~tons ~~power~~of ~~resources. Accordingly,~~carbon ~~the Company~~dioxide ~~has~~annually, ~~focused~~equivalent ~~its~~to ~~strategic~~taking ~~business~~10.5 ~~plan~~million ~~toward~~cars ~~wind~~off ~~farm~~the ~~acquisition~~road, and ~~development~~ inwill ~~these~~conserve ~~plains~~approximately ~~regions. The~~20 ~~Company~~billion ~~believes~~gallons ~~these regions~~of ~~provide~~water ~~the~~annually, ~~most~~which ~~accessible~~would ~~wind~~otherwise ~~regimes~~be consumed for ~~its~~steam ~~operations, particularly~~or ~~since~~cooling ~~they~~in ~~are~~conventional ~~located~~power ~~relatively~~plants. In ~~near~~2009 the ~~Company’s~~U.S. ~~base~~wind industry broke all previous records by installing nearly 10,000 MW of ~~operations~~ innew ~~the~~generating ~~Minneapolis/St.~~capacity; ~~Paul~~enough ~~metropolitan~~to ~~area~~serve over 2.4 million homes.

~~Factors contributing~~The toUSA ~~and~~has ~~driving~~enormous wind power resources. In particular, the ~~rapid~~huge ~~growth~~and sparsely populated flat and consistently windy plains regions in upper Midwest, Great Plains and eastern slope of the Rocky Mountain states provide virtually unlimited wind power resources. Accordingly, we have focused our strategic business plan toward wind farm acquisition and development in these plains regions. We believe these regions provide the ~~USA include:~~most accessible wind regimes given the wind regimes, sparsely populated areas, and receptive permitting environment.

*New wind power installations have slowed in 2010. The ~~huge~~ first quarter of 2010 saw only 539 MW of new wind power ~~potential~~capacity in the ~~USA~~U.S. ~~has~~brought ~~been~~online, ~~only~~the ~~slightly~~lowest ~~exploited~~first quarter figure since 2007. Lower power prices, ~~especially~~ intighter ~~our~~credit ~~targeted~~markets, ~~Great~~regulatory ~~Plains~~uncertainty ~~region. Despite~~and ~~strong~~a ~~recent growth~~lack of ~~wind~~access ~~farm~~to ~~development~~transmission inhas allowed the ~~country,~~pipeline ~~actual~~for ~~penetration~~advanced ofprojects ~~ample USA~~to slow over the past 18 months.

~~wind power~~On ~~potential~~February is17, ~~very~~2009, ~~small~~President Obama signed into law the American Recovery and Reinvestment Act of 2009 (the “ARRA”) which, ~~notwithstanding~~among other things: (a) extends the ~~vast~~federal ~~areas~~tax credit for the production of ~~excellent~~electricity ~~and untapped~~from wind ~~regimes~~facilities (the “PTC”) through December 31, 2012; (b) allows an election to claim an investment tax credit (the “ITC”) for certain property used in wind energy facilities placed in service in 2009 - 2012; and (c) allows projects placed into service in 2009 and 2010, or placed into service after 2010 but before 2013, if construction begins in 2009 or 2010, to apply for a cash grant from the Treasury Department for 30% of the cost of certain property.

*Ÿ ITC Election - The ~~Federal~~ ~~Production~~election ~~Tax~~of ~~Credit~~the (ITC in lieu of the PTC) ~~provides~~provision ~~significant~~allows ~~credits~~a taxpayer to make an irrevocable election to have wind energy facilities placed in service between 2009 and 2012 treated as facilities eligible for ~~ten~~the ~~years~~ 30% ITC. For this purpose, a wind energy facility is eligible for the ITC if it is otherwise eligible for the PTC but no PTC has been allowed for the facility. If the taxpayer makes the ITC election, the taxpayer may not also take advantage of $the PTC.~~021~~ ~~per~~A ~~kilowatt~~determination ~~hour~~of ~~(kwh)~~which credit to claim will depend on financing options available and a calculation of projected costs and revenue generated by the facility. The ITC allows a credit for 30% of the cost of “qualified property” used in a wind ~~generated~~energy facility (qualified property is new equipment including tangible personal property or other tangible property, but only if the property is used as an integral part of the wind energy facility, and depreciation (or amortization) is allowable), which can be claimed entirely in the year the facility is placed into service or, in some cases, as progress expenditures are made. Unlike the PTC, there is no requirement that electricity from a facility is sold, just that it generates electricity. The taxpayer’s basis in the property is reduced by 50% of the amount of the ITC claimed (i.e. any developer who chooses a 30% investment tax credit can depreciate only 85% of the property’s cost). Effective January 1, 2009, the ARRA removes the rule that reduces the basis of the property for purposes of claiming the ITC if the property is financed by subsidized energy financing or with proceeds from private activity bonds. Subsidized energy financing means financing provided under a federal, state or local program, a principal purpose of which is to provide subsidized financing for projects designed to conserve or produce energy.

* A large and growing demand from utility companies requires them to obtain substantial power from renewable energy sources in order to satisfy their mandated requirements to add renewable alternative electricity production 6

~~(Renewable~~ ~~Portfolio~~Table ~~Standards),~~of ~~which wind energy is uniquely able to satisfy.~~Contents

*Ÿ ~~Since~~ Cash Grant - Wind energy facilities that are eligible for the ~~air~~PTC ~~driving~~or ~~wind~~the ~~turbines~~ITC and are placed into service in 2009 or 2010, or placed into service after 2010 but before 2013 if construction begins in 2009 or 2010, may elect to apply for a cash grant from the Treasury Department for 30% of the cost of qualified property in lieu of the PTC or ITC. Upon receipt of an application for a renewable energy grant, the Treasury Department will issue a grant in an amount equal to 30% of the cost of the qualified property within sixty days of the facility being placed in service or, if later, within sixty days of receiving an application for such grant. The amount of the cash grant is ~~virtually~~not includable in gross income. However, as with the ITC, a ~~free~~developer ~~fuel~~who ~~source~~utilizes the cash grants can only depreciate 85% of the cost of the property. Developers will find that the cash grants eliminate the need for a partner to utilize tax credits, however it may remain difficult for a developer to fully utilize depreciation benefits without a tax partner. Ÿ Energy Bonds - The bill authorizes the addition of $1.6 billion of new clean renewable energy bonds to finance wind facilities. Ÿ Loan Guarantees - The ARRA also authorizes an additional $6 billion for loan guarantees for renewable energy power ~~provides~~ ~~utilities~~generation ~~with~~technologies aand ~~natural~~transmission ~~hedge~~projects, ~~against~~as authorized by section 1705 of the ~~variable~~Energy Policy Act of 2005. Ÿ Smart Grid Improvements - The ARRA allocates $4.5 billion for expenses necessary for electricity delivery and ~~volatile~~reliability ~~nature~~ activities to modernize the electric grid, to include demand-responsive equipment, enhance security and reliability of ~~fossil~~the ~~fuel~~energy ~~costs~~infrastructure, energy storage research, development, demonstration and deployment, and facilitate recovery from disruptions to the energy supply, and for implementation of programs authorized under title XIII of the Energy Independence and Security Act of 2007.

*So ~~Wind power~~while ~~constitutes~~there andoes ~~important~~appear ~~element~~to ofbe ~~our~~a ~~national~~slowdown ~~policy~~in tothe ~~improve domestic~~growth ~~energy~~of ~~independence~~new bywind ~~reducing~~power installations in 2010, the ~~amount~~ARRA ofalong ~~imported~~with ~~fossil~~long ~~fuels used~~term byfactors ~~our~~provides ~~nation~~us with confidence as to the industry’s continued growth. Those long term factors include:

*Ÿ The huge wind power potential in the USA has been only slightly exploited, especially in our targeted Great Plains region. Despite strong recent growth of wind farm development in the country, actual penetration of ample USA wind power potential is very small, notwithstanding the vast areas of excellent and untapped wind regimes. Ÿ A large and growing demand from utility companies requiring them to obtain substantial power from renewable energy sources in order to satisfy their mandated requirements to add renewable alternative electricity production (Renewable Portfolio Standards), which wind energy is uniquely able to satisfy. Ÿ Since the air driving wind turbines is virtually a free fuel source, wind power provides utilities with a natural hedge against the variable and volatile nature of fossil fuel costs. Ÿ Wind power constitutes an important element of our national policy to improve domestic energy independence by reducing the amount of imported fossil fuels used by our nation. Ÿ Strong and growing public pressures are now being exerted on legislative and executive bodies and politicians to promote and develop “green” alternative renewable energy sources to combat global warming and other adverse environmental effects caused by burning fossil fuels to generate e1ectricity.

~~environmental effects~~Item ~~caused~~1A. byRisk ~~burning fossil fuels to generate e1ectricity.~~Factors

~~Developer’s Stake~~Not ~~Assets Acquired in 2007~~applicable

~~During the~~Item ~~second half of 2007, the Company purchased from Northern Alternative Energy Inc~~1B. ~~its~~Unresolved ~~subsidiary~~Staff known as Northern Alternative Shaokatan LLC (“NAE Shaokatan”). Through this purchase of NAE Shaokatan, the Company obtained assets known as the “developer’s stake” in various wind farms located mainly on Buffalo Ridge in southwestern Minnesota. These developer stake interests in wind farms initially represents only a minimal or immaterial ownership of the wind farm, but also represents a substantial future ownership of wind farm revenues upon the occurrence of a specified event commonly known also as the “flip” date. When such a flip occurs under the terms of the wind farm ownership agreement, the developer’s stake flips or converts into a prescribed ownership interest for the remaining life of the wind farm. Generally this flip does not occur until at least the expiration of the ten-year federal Production Tax Credit (PTC). When the flip occurs, the wind farm ownership interests other than the developer’s stake are decreased in the same amount as the increased developer’s stake. The Company anticipates that as the future flips of its developer’s stakes occur, the Company will receive substantial revenues from these wind energy assets for many years.Comments

~~Through its~~Not purchase of NAE Shaokatan, the Company obtained the developer’s stakes in two wind farm groups owned by different principals, the first being two adjoining wind farms known as Shaokatan Hills and Lakota Ridge, and the second consisting of 16 small wind farms collectively known as CHI Energy. The developer’s stakes are identical for Shaokatan Hills and Lakota Ridge, and likewise the developer’s stakes are the same for all 16 wind farms of CHI Energy.applicable

The Company paid to Northern Alternative Energy Inc. a total of $2,500,000 in cash and 4,000,000 shares of common stock of the Company (valued at $.60 per share) for NAE Shaokatan, of which $2,300,000 in cash was paid for the developer’s stakes of Shaokatan Hills and Lakota Ridge, and $200,000 in cash and 4,000,000 shares of common stock of the Company was paid for the developer’s stakes of the 16 wind farms of CHI Energy.7

~~Shaokatan~~ ~~Hills/Lakota~~Table ~~Ridge contain a total~~ of 33 wind turbines on agricultural land, with Shaokatan Hills having 18 Vestas 660kw wind turbines on 1,000 acres with a total rated capacity of ll.88 megawatts (MW), and Lakota Ridge having 15 Micon 750kw wind turbines on 640 acres with a total rated capacity of 11.25 MW. During a recent four-year period, these 33 turbines generated electricity at an average annual rate of approximately 68,000,000 kilowatt hours (kwh). Lakota Ridge is north of and adjoins Shaokatan Hills. The developer’s stakes of both Shaokatan Hills and Lakota Ridge provide a 0.l% ownership in the wind farms until the flip date when they convert to 80% ownership. The flip for Shaokatan Hills and Lakota Ridge does not occur until the later of the expiration of the ten-year PTC or that date when the principal owners receive a prescribed total return on their investments in the wind farms. The Company believes that the flip dates for Shaokatan Hills and Lakota Ridge will occur by 2011.Contents

~~The 16~~Item ~~wind farms of CHI Energy are managed and maintained collectively, and contain a total of 46 Vestas 660kw wind turbines on various agricultural properties and having a total rated capacity of 30~~2.36 ~~megawatts~~Description ~~(MW). During a recent four-year period, these 46 turbines generated electricity at an average annual rate~~ of approximately 93,000,000 kilowatt hours (kwh). These 16 wind farms are situtated in the north end of Lincoln County MN directly north of Lakota Ridge and in the south end of Lincoln County near the town of Lake Benton. The developer’s stakes of these 16 wind farms provide initial ownership of only 0.1% and also contain a dual flip, with ownership increasing to 30% when the first flip occurs and then further to 49% upon occurrence of the second flip. The first flip occurs upon the expiration of the ten-year PTC, and the second flip occurs when certain loan financing covering the wind farms is satisfied. The Company anticipates that the initial flip dates for these 16 wind farms will occur during 2010-2011 depending upon when each wind farm was commissioned, with the second flip occurring approximately four years after the first flip.Property

~~Averill Wind~~Our ~~LLC~~wind farm interests and related assets have been described in detail in the foregoing Item 1 of this Annual Report on Form 10-K.

~~In 2007~~The ~~the~~real ~~Company~~estate ~~also~~we acquired avia ~~$200,000~~the ~~equity~~Boreal ~~interest~~asset inpurchase ~~Averill~~consisted ~~Wind~~of ~~LLC, which~~the isMidwest aCenter 10for ~~megawatt~~Wind ~~Minnesota~~Energy ~~wind~~facility ~~farm~~which ~~being~~is ~~developed~~located ~~near~~on ~~Fargo,~~160 ~~North Dakota. Like~~acres ~~Buffalo Ridge, the Averill site is located~~ in ~~a particularly~~Lincoln ~~favorable~~County, ~~region~~Minnesota, ~~for~~legally ~~wind~~described ~~power~~as ~~resources.~~follows:

~~Grand~~The Northwest Quarter of Section 29, Township 111, Range 46, ~~Sierra~~Lincoln ~~Resort~~County, ~~Corp~~Minnesota. ~~Investment~~

InWe ~~July 2006~~sold ~~the~~this ~~Company~~real ~~formed~~estate aand ~~Minnesota~~leased ~~corporate~~it ~~subsidiary,~~back ~~Grand Realty Group Inc., for the purpose of acquiring an equity interest~~ in ~~Grand~~November ~~Sierra~~2008 ~~Resort Corp.~~pursuant (“Grand Sierra”), a private company incorporated in Nevada. Grand Sierra purchased the Reno Hilton Hotel/Casino complex in Reno, Nevada in June 2006 from Harrah’s Entertainment Inc. and promptly changed its name to ~~Grand Sierra Resort & Casino. This Grand Sierra complex includes~~ a ~~large~~transaction ~~casino~~described ~~gaming area, hotel rooms, many condominium units, and various retail businesses. Through certain warrant rights held by the Company, the Company~~ in ~~2006~~Item ~~purchased~~7 ~~a total~~ of ~~1,037,500~~ ~~shares~~this ofAnnual ~~Grand~~report ~~Sierra~~on ~~common~~Form ~~stock~~10-K ~~for~~under ~~$415,000 representing approximately an ownership of 1% of Grand Sierra. Although~~ the ~~Company~~ ~~continues~~title to“Liquidity ~~hold~~and ~~its common stock interest in Grand Sierra, a recent impairment evaluation of this asset has resulted in the Company’s Grand Sierra investment being written down to a fair value of only $15,000~~Resources.”

Item 1A 3. ~~Risk~~ ~~Factors~~Legal Proceedings

~~Not~~We ~~applicable~~are a named defendant in a lawsuit filed in the English courts by a vendor of Boreal Energy, Inc. The vendor asserts that since we purchased assets from Boreal, that we assumed their liabilities as well. We maintain that we purchased only the assets of Boreal and not the shares of Boreal, therefore, we did not assume any liabilities of Boreal. We believe this lawsuit is without merit and are vigorously defending our position. We cannot predict the timing or outcome of this lawsuit and whether it will have a material impact on our financial position. We have not reserved any amounts for this potential liability.

~~Item 1B~~We have been contacted by Mr. ~~Unresolved~~ ~~Staff~~Gregory ~~Comments~~Jaunich in his own capacity and as manager and the trustees of certain sellers of Northern Alternative Energy Shaokatan LLC, Shaokatan Hills LLC, Lakota Ridge LLC, the sixteen CHI Energy wind farms, Zachary Ridge LLC and LJ Trust LLC. The sellers are either in state receivership or Federal bankruptcy and their assets are under the control of the trustees. We are preparing to file a lawsuit against the receiver to release its claims on our assets. We cannot predict the timing or outcome of this matter and whether it will have a material impact on our financial position. We have not reserved any amounts for this potential liability nor recognized any impairment on the assets in question.

~~Not applicable~~The majority owners of Shaokatan Hills LLC, Lakota Ridge LLC and the sixteen CHI Energy wind farms had formerly advised us that they believe they must provide consent to us to acquire a minority interest in these entities, and that they have not provided us with that consent. We maintain that their consent is not required and that we are the rightful owners of our minority interests in these entities. After providing the majority owners with the documentation showing our valid and legal acquisition of the assets and the evidence of complete payment in either stock or cash, the majority owners are now prepared to accept our ownership provided the Bankruptcy Trustee and Court in the matter of Gregory Jaunich’s bankruptcy petition have no further claims. We are prepared to a file a lawsuit against the majority owners of these projects to establish our minority ownership position should they not agree with the our position. We cannot predict the timing or outcome of this matter and whether it will have a material impact on our financial position. We have not reserved any amounts for this potential liability nor recognized any impairment on the assets in question.

~~Item 2~~We have been threatened with a lawsuit from a financial services vendor to us when our name was Dotronix, Inc. ~~Description~~ The vendor, Marquette Avenue Securities, is claiming that we owe them compensation under an agreement signed April 26, 2006. Marquette is apparently owned by Isaac Sibley and Darrel Kluge. Mr Kluge is a former officer of ~~Property~~the Company and both Kluge and Sibley were involved with the Company in the past by bringing investors to the Company through private placement stock sales. We contend that Marquette has not provided any valuable services to us and that we do not owe them anything. We cannot predict the timing or outcome of this lawsuit and whether it will have a material impact on our financial position. We have not reserved any amounts for this potential liability.

~~The~~Item ~~wind farm~~4. ~~interests~~Submission ~~and related assets~~ of ~~the~~Matters ~~Company~~to ~~have~~a ~~been~~Vote ~~described in detail in the foregoing Item 1~~ of ~~this~~Security ~~Annual Report on Form 10-K.~~Holders

~~The~~Not real estate acquired by the Company via the Boreal asset purchase consisted of the Midwest Center for Wind Energy facility which is located on 160 acres in Lincoln County, Minnesota, legally described as follows:applicable.

~~The Northwest Quarter of Section 29, Township 111, Range 46,~~8

~~Lincoln~~ ~~County,~~Table ~~Minnesota;~~of Contents

~~which~~PART ~~real estate the Company sold and leased back in November 2008 pursuant to a transaction described in Item 7 of this Annual report on Form 10-K under the title “Liquidity and Resources.”~~II

~~None~~Our common stock trades under the symbol WNEA.PK on the OTCQB marketplace tier provided by Pink OTC Markets, Inc. which is the leading inter-dealer electronic quotation and trading system in the over-the-counter (“OTC”) securities. Pink OTC Markets categorizes all OTC securities into tiers that help investors identify a company’s disclosure status. The OTCQB identifies companies that are registered and reporting with the SEC.

~~Item 4. Submission~~The offollowing ~~Matters~~table tosets aforth, ~~Vote~~for ofthe ~~Security~~periods ~~Holders~~indicated, the quarterly high and low closing prices for the our common stock quoted on the OTCQB, which quotes represent prices between dealers and do not include adjustments for retail mark-up, mark-down or commission and may not represent actual transactions.

Only one matter was submitted to a vote of security holders of the Company during the fourth quarter of fiscal year ended June 30, 2009, which was the approval by shareholders of the Company in April 2009 of an increase in authorized common shares from 50,000,000 to 100,000,000 common shares.

	Year Ended June 30, 2010				Year Ended June 30, 2009
	High		Low		High		Low
Quarter ended September 30	$	0.28	$	0.20	$	1.20	$	0.20
Quarter ended December 31		0.21		0.15		0.40		0.15
Quarter ended March 31		0.18		0.12		0.35		0.24
Quarter ended June 30		0.14		0.08		0.28		0.22

~~PART II~~As of September 16, 2010, we had approximately 437 shareholders of record. We did not declare or pay any cash dividends on our common stock during the last two fiscal years ended June 30, 2010 and 2009, and do not expect to pay any cash dividends for the foreseeable future. The foregoing number of record shareholders does not include beneficial owners whose shares were held of record by nominees or broker-dealers, and accordingly the number of record shareholders does not bear any relationship to the number of beneficial owners of our common stock.

~~Item 5. Market~~There ~~for~~were ~~Company's~~no ~~Common~~issuer ~~Equity,~~repurchases ~~Related~~by ~~Stockholder~~us ~~Matters and~~during ~~Issuer~~the ~~Purchases~~fiscal ofyear ~~Equity~~ended ~~Securities~~June 30, 2010.

~~The~~Item ~~Company's common stock trades on the Over the Counter ("OTC") Bulletin Board under the symbol WNEA~~6.~~OB,~~ ~~which bulletin~~Selected ~~board~~Financial ~~quotation system is administered by NASDAQ.~~Data

~~The~~Not following table sets forth, for the periods indicated, the quarterly high and low closing prices for the Company’s common stock quoted on the OTC Bulletin Board, which quotes represent prices between dealers and do not include adjustments for retail mark-up, mark-down or commission and may not represent actual transactionsapplicable.

	Year Ended June 30, 2009				Year Ended June 30, 2008
	High		Low		High		Low
Quarter ended September 30	$	1.20	$	0.20	$	3.43	$	1.70
Quarter ended December 31		0.40		0.15		2.58		1.68
Quarter ended March 31		0.35		0.24		2.24		0.95
Quarter ended June 30		0.28		0.22		1.40		1.05

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~As of~~We ~~September~~have ~~30,~~the ~~2009~~intent to continue as a going concern, ~~the~~and ~~Company~~accordingly ~~had~~our ~~approximately~~consolidated ~~435~~financial ~~shareholders~~statements ~~of record. The~~have ~~Company~~been ~~did~~prepared ~~not~~assuming ~~declare~~that orwe ~~pay~~will ~~any~~continue ~~cash~~as ~~dividends~~a ongoing ~~its common~~concern. ~~stock~~We ~~during~~incurred ~~the~~a ~~last~~net ~~two~~loss ~~fiscal~~from ~~years~~operations in the year ended June 30, ~~2009~~2010 and ~~2008,~~experienced ~~and does~~a ~~not~~negative ~~expect~~cash toflow ~~pay~~from ~~any~~operations ~~cash dividends~~ for the ~~foreseeable future~~same period. ~~The~~ ~~foregoing~~These ~~number~~factors ofraise ~~record~~substantial ~~shareholders~~doubt ~~does~~about ~~not~~our ~~include beneficial~~ability ~~owners~~to ~~whose~~continue ~~shares~~as ~~were~~a ~~held~~going ofconcern. ~~record~~Our byplans ~~nominees~~concerning ~~or broker-dealers,~~these matters are also discussed under “Liquidity and ~~accordingly~~Capital ~~the~~Resources” ~~number~~below. ofThe ~~record~~consolidated ~~shareholders~~financial ~~does~~statements do not ~~bear~~ include any ~~relationship~~adjustments tothat ~~the~~might ~~number~~result offrom ~~beneficial~~the ~~owners~~outcome of ~~the~~this ~~Company's common stock~~uncertainty.

~~There were~~The nofollowing ~~issuer~~discussion ~~repurchases~~should bybe ~~the~~read ~~Company~~in ~~during~~conjunction ~~the~~with ~~fiscal~~our ~~year~~audited ~~ended~~financial ~~June~~statements ~~30, 2009~~and related footnotes included in this Form 10-K.

~~Item 6. Selected~~Plan ~~Financial~~of ~~Data~~Operation

~~Not~~Our ~~applicable.~~current strategy is to create value by:

~~Item 7. Management's~~Ÿ ~~Discussion~~completing construction and ~~Analysis~~commissioning of ~~Financial~~our ~~Condition~~remaining 2.0MW under construction in Osceola County, Iowa Ÿ completing construction and ~~Results~~ commissioning of ~~Operations~~our remaining 0.8MW under construction in Lincoln County, Minnesota Ÿ assuring the “flip” events in the three projects in which we own minority equity interests on Buffalo Ridge, Minnesota

The following discussion should be read in conjunction with our audited financial statements and related footnotes included in this Form 10-K. Our financial statements included herein have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP).9

~~Forward-Looking~~ Table ~~Statements~~of Contents

~~This~~Ÿ ~~Annual~~developing ~~Report~~our oncurrent ~~Form~~pipeline ~~10-K contains~~of ~~"forward~~early-~~looking~~stage ~~statements"~~wind ~~within~~power ~~the~~development ~~meaning~~projects ofin ~~the~~Minnesota, ~~Securities Exchange~~Pennsylvania ~~Act of 1934~~ and ~~the~~Wyoming ~~Securities~~Ÿ ~~Act~~developing ofother ~~1933. Forward~~early-~~looking statements~~stage ~~typically~~wind ~~contain~~power ~~words~~development ~~"may,"~~projects ~~"will,"~~that ~~"expect,"~~are ~~"anticipate," "continue,"~~currently ~~"estimate,"~~under ~~"project,"~~negotiation ~~"intend,"~~Ÿ orselling ~~similar~~selected ~~other words. Statements~~assets ~~expressing~~which ~~expectations~~may ~~regarding~~be ~~our~~more ~~future business~~valuable ~~and prospects or projections we make relating~~ to ~~our~~certain ~~properties, revenues~~buyers ~~and~~than ~~earnings~~they are ~~typical~~to ofus ~~such~~on ~~forward~~a case-~~looking statements.~~by-case basis

~~All~~We ~~forward-looking~~intend ~~statements~~to ~~are subject~~use toour ~~the~~current ~~risks~~assets ~~and~~as ~~uncertainties~~a ~~inherent~~starting inpoint ~~attempting~~from which to ~~predict~~develop, ~~future results~~acquire, build and ~~activities. Our~~operate ~~actual~~a ~~results~~large ~~may~~and ~~differ~~diversified ~~materially~~portfolio ~~from those~~of ~~projected,~~profitable ~~stated~~wind orenergy ~~implied~~assets. inSince ~~our~~early ~~forward-looking~~2007, ~~statements~~we ashave aacquired ~~result of~~substantial ~~many~~wind ~~factors~~farm assets including interests in operating wind farms, ~~but~~wind ~~not~~farms ~~limited~~under toconstruction and wind farms in various stages of design and development. Currently, our ~~overall~~wind ~~industry~~energy ~~environment~~assets are located primarily along Buffalo Ridge, ~~our~~ ~~ability~~a togeological ~~raise~~formation ~~sufficient~~which ~~capital~~extends southeasterly from eastern South Dakota across southwestern Minnesota and into northwestern Iowa. Buffalo Ridge is well-known in the alternative energy industry for ~~planned~~its high quality wind energy ~~asset~~resources. ~~purchases and~~We ~~project~~also have early-stage wind development, ~~effectiveness~~projects ofin ~~our~~Pennsylvania ~~acquisition~~and Wyoming and ~~development activates,~~are ~~efficient~~negotiating ~~operation~~with oflandowners ~~our~~in other states to develop additional wind ~~energy~~power ~~assets~~projects. Attractive wind power projects have a combination of good wind resources, ~~prevailing~~attractive ~~energy~~ electricity prices, ~~government~~lack ~~regulatory~~of ~~matters~~local political opposition, ~~competitive~~few, ~~pressures~~if any, ~~general~~environmental ~~economic conditions~~sensitivities, ~~and~~available ~~our~~transmission ~~financial~~and ~~condition~~willing landowners.

~~Our~~Comparison ~~forward-looking~~of ~~statements~~Results ~~relate only as~~ of ~~the~~Operations ~~date~~for ~~made~~Fiscal byYears ~~us. We~~Ended ~~undertake~~June ~~no obligation to update or revise any such statements to reflect new circumstances or unanticipated events as they occur~~30, ~~and~~2010 ~~you are urged to review~~ and ~~consider all disclosures we make in this and other reports.~~2009

~~Comparison of Results of Operations for Fiscal Years Ended June 30, 2009 and 2008~~Revenues

~~Revenues~~In January 2010 we commissioned one of our two 2.0MW turbines in Osceola County, Iowa. –Since ~~There~~its ~~were~~commissioning ~~revenues~~ it has not been operating at full capacity and the revenue it has produced is below expectations. In March 2010 we commissioned one of ~~$99~~our two 0.8MW turbines in Lincoln County,~~503~~ ~~for~~Minnesota. This ~~fiscal~~turbine ~~year~~has ~~2009~~also ~~compared~~not operated at full capacity during the period from its commissioning to noJune 30, 2010 and the revenues ~~for~~it ~~fiscal~~has ~~year 2008~~produced is below expectations. ~~Fiscal~~ Since ~~2009~~we ~~revenues~~had ~~constituted~~no ~~rental~~operating ~~income~~wind ~~derived~~projects ~~from~~in the ~~lodging~~ ~~and~~year ~~meeting~~ending ~~rooms~~June at30, ~~the~~2009, ~~Midwest~~we ~~Wind~~had ~~Energy~~no ~~Center~~revenues from operating wind projects in the prior comparable period.

~~General and~~Rental ~~Administrative~~Income ~~Expenses~~earned –from ~~These~~our ~~expenses~~MCWE ~~include~~in ~~administrative, management,~~the ~~and~~year ~~professional~~ended ~~services~~June ~~and fees~~30, ~~which~~2010 ~~expenses~~was ~~in total increased from~~ $~~933~~92,~~939~~956 ~~for~~and ~~fiscal~~includes ~~year~~rental ~~2008~~income tofrom $lhotel,~~625,050~~ ~~for fiscal year 2009. These increased selling~~meetings, ~~general~~offices and ~~administrative~~farm ~~expenses~~rental ~~in fiscal~~activities. In the year ~~2009~~ended ~~were~~June ~~primarily~~30, ~~due~~2009 towe ~~greater~~earned ~~expenses~~$99,503 ~~connected~~ with the ~~increased~~ ~~management,~~decrease ~~administrative~~being ~~and~~due ~~development expenses incurred in fiscal 2009~~ to ~~support and commence development of~~ the ~~various~~slower ~~wind~~economy ~~energy~~resulting ~~assets purchased~~ in ~~late~~lower ~~fiscal~~hotel ~~2008~~and meeting volume.

~~Impairment~~Operating ~~and Abandonment~~Expenses ~~Expense - The Company expensed $426,757 for impairment and abandonment~~ of ~~assets~~Wind inPower ~~fiscal year 2009 compared to none in fiscal year 2008. Most of such 2009 expense related to the large impairment taken on the Grand Sierra Resort investment.~~Projects

~~Net~~ Operating ~~Loss~~ –expenses ~~Net~~of wind projects include operating ~~loss~~and ~~for~~maintenance ~~fiscal~~expenses, ~~year~~insurance ~~2008~~and ~~was~~administrative ~~$(933,939)~~costs ~~compared~~directly related to a ~~net~~wind projects which have been placed in service. The operating ~~loss~~expenses of were $(l35,~~952,304)~~462 for ~~fiscal~~the year ~~2009~~ ended June 30, 2010. ~~This~~ The ~~substantial~~operating ~~loss~~and ~~increase~~maintenance ofexpenses ~~$(l,018,365)~~have inbeen ~~fiscal~~higher ~~year 2009~~than ~~was~~expected due to the ~~overall~~two ~~increases~~turbines inwhich ~~administrative,~~have ~~general~~not been operating at full capacity and ~~professional~~ ~~expenses~~have torequired ~~support~~additional parts and ~~commence~~labor ~~development~~in ofan ~~newly~~effort ~~acquired~~to ~~wind energy~~have ~~assets~~them ~~along~~reach ~~with~~their ~~the~~planned ~~substantial~~operating ~~impairment~~performance ~~expensed~~level. Since ~~against~~there were no turbines placed in service during the ~~Grand Sierra~~year ~~Resort~~ended ~~investment~~June 30, 2009, we did not have any expenses during that period.

~~Net~~Depreciation ~~Loss~~and ~~– Net~~Amortization ~~loss for fiscal year 2008 was $(937,499) compared to a net loss~~ of ~~$(1,889,475) for~~ fiscal year 2009. Net loss comparisons for the two fiscal years were virtually the same as the above net operating loss comparisons. Fiscal year 2009 also included net interest income of about $80,000 related to the sale/leaseback of the Midwest Wind ~~Energy Center.~~Projects

~~Securities~~When ~~Issued for~~a ~~Compensation~~wind ~~- The~~turbine ~~Company~~is ~~issued~~placed ~~or granted~~in ~~common~~service, ~~stock~~the ~~and~~capitalized ~~warrants~~cost ~~for~~of ~~compensation~~that inturbine ~~the~~is ~~total~~depreciated over a 20 year period on a straight line basis. The depreciable basis is reduced by the amount, if any, of ~~$509~~ cash received from the ARRA Sec,~~429~~ in1603 ~~fiscal~~Cash Grant program. During the year ~~2008~~ended ~~compared~~June to30, 2010, we recognized $~~608~~75,~~150~~554 in ~~fiscal~~depreciation and amortization expense related to operating wind projects. Since we had no operating wind projects during the year ended June 30, 2009, we had no such expense during that period. .

~~Certain~~General ~~Cash~~and ~~Flow Comparisons~~Administrative Expenses

~~Investing activities~~General ~~related~~and administrative expenses relate to ~~purchase~~the cost of operating the MCWE, employee expenses including compensation and ~~investments~~other inemployee ~~wind~~related ~~energy~~costs, ~~properties included~~and other administrative costs. These expenses increased by $~~875~~1,~~375~~105,233 induring ~~fiscal~~the year ~~2008~~ended June 30, 2010 compared to the prior comparable period. The majority of this increase is attributable to employee-related expenses, which increased by approximately $~~974~~931,~~622~~000. In November 2009 we hired as full time employees three executives in ~~fiscal~~the positions of Chief Executive Officer, Chief Development Officer and Chief Financial Officer. There were no employees in the year ended June 30, 2009. ~~Proceeds~~ Included ~~from~~in the ~~sale~~figures offor ~~fixed~~the ~~assets~~year ended June 30, 2010 is $609,612 in ~~fiscal~~option ~~year~~expenses ~~2009~~for these three employees. Each of these three officers received a quantity of stock options in the amount of one-twelfth of the total number of shares, warrants and options outstanding as of October 1, 2009 and carry an exercise price of $0.20 per share, which was our closing stock price on the grant date. Twenty percent of these options vested on the grant date. The remaining eighty percent of these options will become exercisable ratably over a 48-month period starting on October 1,~~374~~ 2010. These options expire at the end of five years. The cost of these options are being recognized on the same basis as their vesting schedule described above. There was no such employee option expense in the 2009 comparable period. Rent expense on the MCWE in the year ended June 30,~~474~~ ~~derived~~2010 ~~from~~was higher than the ~~MWEC~~comparable ~~sale/leaseback transaction~~prior year by approximately $158,000 since the lease was outstanding for all twelve months of the current year, but only eight months in the prior year. The cost of travel, trade shows and prospecting expenses for potential new projects was also approximately $31,000 higher in the year ended June 30, 2010 compared to the prior comparable year as the new management personnel increased the effort to expand our project opportunities.

~~Cash flows from financing activities included sales of common stock in fiscal year 2008 in the amount of $1,137,942 and in fiscal year 2009 in the amount of $653,994.~~10

~~Overview~~ ~~and~~Table ~~Plan~~ of ~~Operation~~Contents

~~The Company~~Professional was founded and incorporated in Minnesota in 1980 to engage in manufacturing and marketing cathode ray tube (CRT) displays and digital signs. Due to continuing losses in that business for a number of years, the Company discontinued its CRT business by the end of 2005, and then in 2006 began developing and marketing non-prescription healthcare products under the PuraMed brand. The PuraMed business was conducted through a wholly-owned subsidiary Minnesota corporation, PuraMed Bioscience Inc. In April 2007, the Company completed a spin-off of its PuraMed Bioscience Inc. subsidiary to all its shareholders on a pro rata dividend basis, and since the spin-off, the Company and PuraMed BioScience Inc. have operated completely independent from each other. In early 2007, the Company also entered the wind power industry as its sole business and incident thereto changed its corporate name from Dotronix, Inc. to Wind Energy America Inc.Fees

~~During 2007,~~Professional ~~the~~fees ~~Company~~relate ~~acquired~~to ~~substantial~~third-party ~~interests~~legal inand ~~various~~accounting ~~wind~~services ~~farms~~provided ~~primarily located~~to ~~on Buffalo Ridge in southwestern Minnesota~~us. ~~These~~ During ~~interests represented~~ the ~~“developer’s~~year ~~stake”~~ended inJune ~~various wind farms containing a total of 79 modern wind turbines having a total rated capacity of 53.5 megawatts (53~~30,~~500 kilowatts)~~ ~~which collectively generate approximately 160~~2010,~~000,000~~ ~~kilowatt~~these ~~hours (kWh)~~fees ofdecreased ~~electricity annually. Acquisition~~ by ~~the~~$123,619 ~~registrant~~as ofour ~~the developer’s~~hiring ~~stakes in this core holding~~ of ~~Buffalo~~full ~~Ridge~~time ~~wind~~employees ~~farms~~has ~~accomplished a~~allowed ~~major~~us ~~step toward the strategic goal of the registrant~~ to ~~create~~reduce aour ~~substantial and~~use ~~diversified portfolio~~ of ~~wind~~non-employee ~~power~~professional ~~assets~~service providers.

~~During 2008,~~Management the Company purchased substantial additional tangible and intangible wind power assets from Boreal Energy Inc. for 28,500,000 shares of common stock of the Company, which Boreal asset purchase was fully reflected on the financial statements of the Company for the fiscal year ending June 30, 2008.Fees

~~All such~~Management ~~purchases~~fees ofrelate ~~wind~~to ~~energy~~cash ~~assets~~and ~~acquired~~other ~~during~~compensation ~~2007~~paid to non-employees for certain management and ~~2008~~financing byservices. Some ~~the Company~~of these service providers are ~~described~~current inmembers ~~further~~of ~~detail~~our Board of Directors, past members of our Board of Directors, as well as other third-parties. For the year ended June 30, 2010 these expenses were $2,335,503 higher than they were in ~~Item~~the 1prior comparable period. The primary cause of this ~~Annual~~increase ~~Report~~is ondue ~~Form 10-K~~to the $2,737,075 in expense recognized for stock and warrant grants awarded to current members of the Board of Directors, past members of the Board of Directors, a former executive officer, and other third parties for management and financing efforts.

~~The strategic~~During ~~goal of~~ the ~~Company~~year ~~over~~ended ~~the~~June ~~coming~~30, ~~years~~2010, iswe toissued ~~acquire~~537,500 ~~and~~unregistered ~~develop~~common ~~a broad~~shares ~~portfolio~~for services, of ~~wind~~which ~~power~~300,000 ~~assets~~shares ~~located~~were ~~principally~~issued into ~~certain~~independent ~~Midwestern and~~Directors ~~upper~~for ~~Great~~serving ~~Plains~~on ~~regions~~our Board of ~~the~~Directors, ~~USA. These~~150,000 ~~regions~~shares ~~are particularly~~were ~~suitable~~issued to two Directors for ~~generation~~performing ofother ~~renewable~~services, ~~energy~~and ~~since~~87,500 ~~they~~shares ~~feature~~were ~~flat prairies~~issued ~~having~~to ~~high~~independent ~~and~~consultants ~~consistent~~for ~~wind~~financial ~~speeds~~services. ~~Moreover,~~ ~~there~~These ~~is no~~transactions ~~material~~were ~~NIMBY~~recorded ~~(not-in-my-back-yard)~~as ~~factor~~management fees valued at $.10 to ~~contend~~$.25 ~~with~~per inshare. ~~these~~These ~~targeted regions~~awards ~~such~~of asshares isdid ~~frequently~~not ~~encountered~~require inany ~~more~~additional ~~populous~~performance ~~areas~~for service after the grant date, therefore the entire value of these grants were recognized during the ~~country~~ year ended June 30, 2010.

~~Liquidity and~~In ~~Capital~~July ~~Resources~~2009, we granted a five-year warrant to our Chairman of the Board to purchase 1,000,000 of shares of our common stock at an exercise price of $.25 per share. This warrant did not require any additional performance for service after the grant date, therefore the entire value of this grant was recognized during the year ended June 30, 2010.

~~Sale/Leaseback of Wind Energy Center –~~ In ~~order to fund working capital~~September, ~~development expenses and satisfy certain bank payments during much of fiscal year~~ 2009, ~~the~~ ~~Company entered~~we ~~into~~granted afive-year ~~sale/leaseback~~warrants transaction in November 2008 for the Midwest Wind Energy Center (MWEC) which was owned by the Company from its purchase of Boreal assets. Funding from this sale/leaseback transaction has been utilized by the Company to ~~satisfy~~three ~~bank debt secured by the MWEC property~~directors, ~~to purchase~~two ~~parts~~former ~~and~~directors ~~materials to begin upgrading~~ and ~~commissioning~~a ~~the~~former ~~Gamesa turbines~~executive ~~owned~~officer byto ~~the~~purchase ~~Company~~a intotal ~~Minnesota~~of ~~and Iowa~~18,750,000 toshares ~~make~~of ~~ongoing~~our ~~installment bank~~common ~~payments~~stock onat ~~Iowa~~an ~~wind~~exercise ~~farms,~~price ~~and~~of ~~for~~$.20 ~~certain~~per ~~working capital purposes~~share. A ~~detailed~~These ~~description~~warrants ofdid ~~the~~not ~~sale~~require ~~and~~any ~~leaseback~~additional ~~terms~~performance ~~of this~~for ~~transaction~~service isafter ~~contained~~the ingrant ~~Footnote~~date, Jtherefore to the ~~Company’s~~entire ~~unaudited~~value ~~financial statements~~of ~~included~~these ingrants ~~its~~were ~~second~~recognized ~~quarter~~during ~~Form 10-Q report filed with~~ the ~~SEC~~year ~~on February~~ended 20June 30, ~~2009~~2010.

~~Future~~Also ~~Funding~~included -in Inmanagement ~~order~~fees ~~to effectively~~is ~~develop its wind power assets,~~ the ~~Company~~management ~~will~~and ~~need~~consulting toagreement ~~continue obtaining~~between ~~substantial~~us ~~funding~~and ~~through~~our ~~debt~~Chairman ~~or equity sources, or sale~~ of ~~wind energy~~the ~~assets, or more than one of these sources~~Board. ~~There~~ Under isthis ~~no assurance~~agreement, ~~however,~~our ~~that~~Chairman ~~the~~earns ~~Company~~$15,000 ~~can~~per ~~obtain~~month ~~its~~for ~~needed~~management ~~development~~ and ~~working~~ ~~capital~~consulting ~~funding through further sale of its securities~~services, ~~or any available debt sources~~therefore, orduring ~~sale of any assets. If~~ the ~~Company~~year ~~cannot~~ended ~~raise substantial~~June ~~funding~~30, ~~as planned~~2010, itwe ~~will~~recognized be$180,000 ~~unable~~in toexpense ~~implement~~under ~~its~~this ~~business~~agreement. There ~~plan effectively~~was ~~and~~no ~~most~~similar ~~likely~~expense ~~will~~during ~~be unable to become profitable or satisfy its working capital needs in~~ the ~~future. The~~year ~~Company~~ended ~~currently~~June ~~only~~30, ~~has enough working capital to support its management and administrative expenses until the end of 2009~~2010.

~~Critical Accounting~~Depreciation ~~Policies~~and Amortization – Other

~~The preparation~~Depreciation ofand ~~financial~~amortization ~~statements~~– ~~requires~~other is the ~~Company~~depreciation ~~to make estimates~~ and ~~judgments~~ ~~affecting~~amortization ~~its~~expense ~~reported~~on ~~amounts of~~ assets, ~~liabilities,~~which ~~revenues~~are ~~and expenses,~~not ~~and~~wind ~~related~~power ~~disclosures~~projects. On During ana ~~ongoing~~portion ~~basis, management~~ of the ~~Company~~year ~~will~~ended ~~evaluate~~June ~~these estimates and judgments~~30, ~~which~~2009 ~~are~~we ~~based~~did ~~on historical~~own ~~experience,~~our ~~observance~~MCWE offacility ~~industry trends, information from industry~~ and ~~governmental~~were ~~sources,~~depreciating ~~and~~it ~~certain~~over ~~assumptions~~40 ~~believed~~years toon bea ~~reasonable under~~straight ~~the~~line ~~circumstances~~basis. ~~Actual~~ We ~~results~~sold ~~may~~this ~~differ~~facility ~~materially~~in ~~from these~~a ~~estimates~~sale-leaseback ~~under~~transaction ~~different~~in ~~assumptions~~November or2008, ~~conditions. Following are~~therefore, ~~certain~~there ~~accounting~~was ~~policies~~no ~~affecting~~such ~~the~~expense ~~Company’s~~during ~~more significant judgments and estimates used in~~ the ~~preparation~~year ofended ~~its~~June ~~financial statements:~~30, 2010.

Stock-Based Compensation – The Company expenses stock-based compensation issued to its management or others for goods and services provided to the Company. The fair value of any securities issued for goods or services is expensed over the period in which the related goods or services are received. Equity instruments issued by the Company for goods and services have been for common shares or common stock purchase warrants, which are fully vested, non-forfeitable, and either fully paid or exercisable at the date of grant. Regarding any option or warrant grants, the Company determines their fair values using the Black-Scholes model of valuation.11

~~Impairment~~ ~~Evaluations~~Table ~~– After the end~~ of each fiscal year, the Company conducts an impairment evaluation of its material assets, including current assumptions regarding when the Company will receive future revenues from wind farms in which it owns developer’s stake interests and the estimated amounts of such future revenues. If the results of any such impairment analysis indicates that recorded values for any assets have declined a material amount, the Company will adjust its recorded valuations on a discounted cash flow basis to reflect any such decline in value in its financial statements. A brief description of material impairment evaluations for the fiscal year ending June 30, 2009 are as follows:Contents

~~Boreal~~Impairment ~~Assets - These assets included the Midwest Energy Center (MWEC)~~ and ~~adjoining~~Abandonment land, four Gamesa wind turbines totaling 5.7 megawatts of rated capacity, the Viking wind project in southern Minnesota, and a pipeline of potential wind energy projects in various locations. We have not attributed any value to the pipeline of prospects on our balance sheet, although we believe the pipeline has significant intangible value. Based on our experience and available industry information, it is our belief that wind turbine development costs range from $l.7-$2 Million per megawatt. As measured against this development cost standard, the four Gamesa turbines alone are worth approximately the amount of value we are stating on our balance sheet for all such Boreal assets. Accordingly, we believe there has not been any impairment of the Boreal assets as of June 30, 2009.Expense

~~Developer’s~~During ~~Stake~~the ~~Assets - Based~~year onended ~~definite~~June ~~and~~30, ~~consistent~~2010 ~~electricity~~we ~~generation~~recognized ~~results over~~an ~~the~~impairment ~~past~~expense ~~years~~of ~~for~~$498,515. This ~~Shaokatan~~charge ~~Hills,~~was ~~Lakota~~to ~~Ridge~~reduce ~~and~~the ~~CHI~~carrying ~~Energy~~value ~~wind~~on ~~farms, we~~our ~~determined~~books ~~that~~to aszero of ~~June~~the 30capitalized development costs of Zulu Wind LLC, ~~2009~~NAE ~~there~~Allendorf, ~~was~~NAE noSibley, ~~impairment~~Sibley toHills, ~~our~~Henry ~~various developer’s~~Hills, ~~stakes~~Averill inWind ~~these~~LLC, ~~wind~~our ~~farms~~French ~~which~~Lake ~~are~~project, ~~stated~~and atour ~~their~~investment ~~cost~~in ~~value~~Grand ~~to us~~Sierra Resort Corp. We Henry ~~measure~~Hills ~~any~~is ~~possible~~not ~~impairment~~the ofOsceola ~~these~~County, ~~assets~~Iowa ~~using reasonable~~4.0MW project which was referred to as “~~present~~Henry ~~value~~Hills 4MW” ~~determinations~~in ~~based~~previous onfilings, ~~projected~~but ~~future~~rather ~~revenues from~~was ~~them~~intended ~~after~~to ~~they~~be ~~“flip”~~an ~~and~~expansion ~~are~~project ~~converted~~adjacent to ~~substantial~~the ~~ownership interests. Our~~Osceola ~~estimated~~County, ~~present~~Iowa ~~values~~4.0MW ~~for~~project. The ~~these~~impairment ~~developer’s~~expense ~~stake assets~~ was recognized as ofwe ~~June~~believe ~~30,~~that ~~2009~~it ~~was~~is atunlikely ~~least~~that ~~equal~~we towill ~~their~~develop ~~aggregate~~these ~~cost to~~projects usor asthat ~~stated~~any inamount ~~our~~could ~~financial~~be ~~statements. Accordingly,~~realized weby ~~have~~the ~~not recognized~~potential ~~any~~sale ~~impairment~~of tothese ~~their~~projects ~~cost~~and ~~basis~~assets. ~~value~~During asthe ofyear ended June 30, 2009, we recognized a $426,757 impairment for a development project and on our investment in Grand Sierra Resort Corp.

~~Averill~~Interest Wind – Regarding the minority interest owned by us in Averill Wind LLC, a 10-megawatt wind farm project being developed in western Minnesota, we account for Averill on its cost basis to us of $200,000. We have recently discussed the future continued development of Averill with its principal equity owners who are seeking additional funding to complete Averill. We expect that Averill will still be developed when a suitable source of capital is obtained, and accordingly we do not believe any impairment of our Averill investment is necessary as of June 30, 2009.Income

~~Grand~~Our ~~Sierra~~interest ~~Resort~~income -is ~~During the~~entirely ~~fiscal~~earned ~~year~~from ~~ended~~our ~~June~~Mortgage ~~30,~~Receivable ~~2009,~~on ~~seriously depressed market and devaluation conditions occurred throughout~~ the ~~country~~MCWE. This ~~for~~mortgage ~~recreational~~receivable ~~condominium~~has ~~units such~~a asprincipal ~~those~~balance atof ~~the~~$1.6 ~~Grand~~million, ~~Sierra~~carries ~~Resort~~a ~~development~~coupon inof ~~Reno, Nevada~~7. ~~The~~5%, ~~principals~~pays ~~of Grand Sierra have informed~~ us ~~that~~a ~~they have~~monthly ~~been~~interest-only ~~unable~~amount toof ~~sell~~$10,000 ~~enough~~and ~~condominium~~is ~~units~~due atin ~~Grand~~2023. The ~~Sierra~~higher tointerest ~~provide them~~income ~~with~~in ~~ongoing~~the ~~and~~year ~~necessary~~ended ~~working~~June ~~capital~~30, ~~and~~2010 ~~they~~than ~~do not expect any future improvement~~ in the ~~depressed~~comparable ~~nature~~2009 ofperiod ~~their~~is ~~local~~due ~~real~~to ~~estate~~that ~~market for condominiums. Accordingly, we wrote down~~ the ~~Grand~~mortgage ~~Sierra~~was ~~investment from~~outstanding ~~its~~for ~~cost~~all ~~basis~~ of ~~$415,000~~this totwelve ~~$15,000,~~month ~~resulting~~period inand anwas ~~impairment~~outstanding ~~of $400,000~~for asonly part of ~~June~~the ~~30,~~comparable 2009 period.

~~Off-Balance Sheet~~Warrant ~~Arrangements~~and Debt Discount Expense

Warrant and debt discount expense is expense recognized for the granting of warrants and options related to the issuance of convertible notes payable. During the year ended June 30, 2010, we granted five-year warrants to an unaffiliated lender to purchase a total of 125,000 shares of our common stock at an exercise price of $.20 per share. Also, during the year ended June 30, 2010, we granted a five-year warrant to an unaffiliated lender to purchase a total of 800,000 shares of our common stock at an exercise price of $.25 per share. These warrants and options were fully vested on the grant date, therefore the entire value of these grants were recognized during the year ended June 30, 2010. The ~~Company~~ ~~has~~value noof ~~off~~these warrants and options using the Black-~~balance~~Scholes ~~sheet~~formula ~~arrangements~~was $47,255. The amount recognized for warrants issued in connection with borrowings in the year ended June 30, 2009 was $34,331.

~~Item 8. Financial~~Interest ~~Statements and Supplementary Data~~Expense

~~Financial statements~~Interest ~~are~~expense ~~attached~~is ~~following~~recognized ~~the~~on ~~signature~~notes ~~page~~payable and ~~numbered~~loans ~~beginning~~payable ~~with page~~on ~~F-1~~projects after they have been placed into service. When interest expense is incurred as part of project construction, then the interest is capitalized as part of the project cost. In the year ended June 30, 2010 the amount of interest capitalized was $42,211. During the year ended June 30, 2010 our interest expense recognized was $102,566 higher than the comparable 2010 period. The beneficial conversion features of two convertible notes, for which we recognized $72,280 in interest expense, contributed to this change. Also, higher convertible notes payable amounts to fund our operations plus the interest expense recognized on our projects placed in service added to this increase.

~~Item 9. Changes~~Net ~~in and Disagreements with Accountants on Accounting and Financial Disclosures~~(loss)

~~None~~Net loss for the year ended June 30, 2010 was $5,394,342 compared to $1,889,475 for the comparable 2009 period, an increased loss of $3,504,867. The increased loss is attributable to the $2,335,503 increase in management fees, $1,105,233 increase in general and administrative expenses, $102,566 increase in depreciation expense on operating wind projects, and $71,759 increased impairment and abandonment expense.

~~Item 9A(T). Controls~~Liquidity and ~~Procedures~~Capital Resources

~~As of~~We ~~the~~incurred ~~end~~a ofnet ~~the~~loss ~~period~~from ~~covered~~operations byfor ~~this report,~~ the ~~Company~~year ~~conducted~~ended ~~an evaluation,~~June ~~under the supervision and with the participation of its principal executive officer and principal financial officer~~30, of2010 ~~the Company’s disclosure controls~~ and ~~procedures~~experienced ~~(as~~a ~~defined~~negative incash ~~Rules~~flow ~~13a-15(e)~~from ~~and~~operations ~~15d-15(e)~~for ~~under the Securities Exchange Act of 1034 (Exchange Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded~~ that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and formsperiod. ~~There~~ ~~were~~These nofactors ~~changes~~raise insubstantial ~~the~~doubt ~~Company's internal~~about ~~controls~~our ~~over~~ability ~~financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely~~ to ~~materially~~continue ~~affect,~~as ~~the~~a ~~Company's~~going ~~internal control over financial reporting~~concern.

~~Management's Annual~~The ~~Report~~primary source of funding during the year ended June 30, 2010 was the receipt of $1,131,579 from the United States Treasury under Sec. 1603 of the American Recovery and Reinvestment Act (“ARRA”) of 2009. This cash grant was earned for placing into service one 2.0 MW Gamesa G-87 wind turbine in Osceola County, Iowa. This cash grant was netted against the carrying book-value of this project on ~~Internal~~our ~~Control~~balance ~~over~~sheet. Our ~~Financial~~second ~~Reporting~~largest source of funding was the approximately $520,000 raised from the sale of our common stock at an average price of $.10 per share. Our third largest source of funding was the $405,000 in additional borrowings on our 4.0MW project in Osceola County, Iowa.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not detect or prevent misstatements, no matter how well conceived and operated. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.12

~~Management~~ ofTable ~~the Company assessed the effectiveness~~ of the Company's internal control over financial reporting as of June 30, 2009. In making this assessment, management considered criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) which include the five components of control environment, risk assessment, control activities, information/communication, and monitoring. Based on this assessment, management believes that the Company has maintained effective internal control over financial reporting as of June 30, 2009. This report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.Contents

~~PART III~~Future Funding

~~Item 10. Directors~~In order to effectively develop our wind power assets, ~~Executive~~we ~~Officers~~will ~~and~~need ~~Corporate Governance~~to obtain new funding from the following sources:

~~The~~Ÿ ~~directors~~Additional ofcash ~~the~~grants ~~Company~~under ~~serve until~~Sec. ~~their~~1603 ~~successors~~of ~~are~~ARRA ~~elected~~Ÿ orAdditional ~~appointed~~borrowings ~~and~~secured ~~shall qualify. Executive~~by ~~officers~~our ~~are~~projects ~~elected~~Ÿ bySales ~~the~~of ~~Board~~selected assets Ÿ Sales of ~~Directors~~additional ~~and serve~~debt ator ~~the~~equity ~~discretion~~securities ofat the ~~directors. There~~project ~~are~~level noand/or ~~family relationships~~at ~~among~~ the ~~directors~~corporate ~~and~~level ~~executive~~Ÿ ~~officers~~Some combination of all of the ~~Company.~~ above

~~Executive~~There ~~officers~~is no assurance, however, that we can obtain our needed development and ~~directors~~working ofcapital funding through the ~~Company~~ ~~are~~above listed methods. If we cannot raise substantial funding as ~~follows:~~planned, we will be unable to implement our business plan effectively and most likely will be unable to become profitable or satisfy our working capital needs in the future. We currently only have enough working capital to support our administrative expenses until the end of September 2010.

Name	Age	Position
Donald Blakstad	50	Chairman and Director
Robert A. Williams	72	Director
Robert O. Knutson	72	Managing Director and CFO
Melvin E. Wentz	62	Director

Certain Cash Flow Comparisons

Constantine Buzunis 51 DirectorCash used in operating activities improved by $918,591 in the year ended June 30, 2010 compared to the prior year. The improvement was due to lower professional fees, lower cash portion of management fees, and by an improvement in the use of working capital.

~~Brian~~Cash Pprovided by investing activities in the year ended June 30, 2010 was higher by $645,854 compared to the prior year. Hill 46 Director The year ended June 30, 2010 benefited from more than $1.1 million received from the U.S. Treasury under Sec. 1603 of the American Recovery and Reinvestment Act of 2009 which was earned for the commissioning of 2.0MW in Osceola County, Iowa. The prior year benefited from almost $1.4 million in proceeds from the sale-leaseback transaction for our Midwest Center for Wind Energy in Lincoln County, Minnesota. Our additions to Wind Power Projects Under Construction declined by $967,973 in the year ended June 30, 2010 compared to the prior year.

~~Donald~~Net ~~Blakstad~~cash ~~has~~provided ~~been~~by ~~a director~~financing ~~and~~activities ~~Chairman~~increased ofby ~~the~~$281,281 ~~Board~~in of the ~~Company~~year ~~since~~ended June ~~2009~~30, ~~and~~2010 ~~he currently~~compared ~~provides management and financing services~~ to the ~~Company~~prior ~~under a written consulting agreement~~year. ~~Mr.~~ During ~~Blakstad~~the ~~has~~year ~~many~~ended ~~years~~June ~~of experience in founding~~30, ~~developing~~2010 ~~and~~we ~~managing~~sold ~~small to large private companies. In particular~~5, ~~he was the founder~~173,700 ~~principal~~shares ~~owner~~for ~~and~~proceeds ~~CEO~~ of ~~two large affiliated long-distance telephone companies headquartered in San Diego~~$519,920, ~~which~~or ~~provided~~an ~~worldwide~~average ~~retail~~price ~~telephone~~of ~~services~~$0.10 ~~for~~per ~~many~~share. The ~~years~~year toended ~~a large~~June ~~national~~30, ~~and~~2010 ~~international~~also ~~customer~~benefited ~~base. Mr. Blakstad grew his telephone service business~~ from ~~start-up to having over l~~$155,000~~,000~~ ~~customers~~ in ~~2000~~ ~~when~~borrowings ~~his~~on ~~business~~projects ~~was~~and ~~sold to a large telephone service provider. Since 2000~~$122,800 ~~Mr. Blakstad has been engaged primarily~~ in ~~managing~~ ~~his~~convertible ~~personal~~notes ~~real estate holdings and diverse corporate equity portfolio~~borrowings.

~~Robert~~Critical A.Accounting Williams has been a director of the Company since April 2007. Mr. Williams is the founder and a principal owner of Bobby and Steve's Auto World, which owns and operates eight gas/service stations with full service garages and towing services in the Minneapolis/St. Paul metropolitan region. Mr. Williams also is a member of the City Council of Columbia Heights, Minnesota.Policies

~~Robert~~Basis ~~O. Knutson has been a principal officer and/or director~~ of the registrant since April 2007, being a director from then until September 2009, and having been CEO/CFO of the registrant from April 2007 until February 2008 and Managing Director/CFO since October 2008. Mr. Knutson has practiced general and corporate law in the metropolitan Minneapolis area independently since 1971, and prior thereto he was an associate attorney with the downtown Minneapolis law firm of Dorsey & Whitney. Mr. Knutson also is a director of Viper Powersports Inc., a publicly-traded manufacturer of premium custom cruiser motorcycles sold under the Viper brand.Presentation

~~Melvin~~The E.audited ~~Wentz,~~consolidated afinancial ~~director~~statements ~~of the~~included ~~Company~~herein ~~since~~have ~~October~~been 1,prepared ~~2009,~~by isus ~~the~~in ~~Chief~~accordance ~~Executive~~with ~~Officer~~accounting ofprinciples ~~Novairus Energy,~~generally ~~LLC,~~accepted ~~which has developed a large pipeline of early-stage wind power projects located mainly~~ in ~~prime~~the ~~wind~~United ~~resource~~States ~~areas~~ of ~~western~~America ~~states~~and of the ~~U.S. Mr.~~ ~~Wentz~~rules ~~has over 30 years~~ of ~~extensive~~the Securities and ~~diversified experience~~Exchange inCommission. ~~engineering,~~The ~~construction,~~consolidated ~~project~~financial ~~development,~~statements ~~financing, management~~include ~~and~~the ~~operation~~accounts of ~~many~~Wind ~~electric~~Energy ~~power~~America ~~generation projects in the U~~Inc.~~S., China,~~ ~~India~~ and ~~other~~its ~~countries,~~various ~~which~~wholly-owned ~~projects~~subsidiaries. ~~have~~Significant ~~included~~inter-company ~~wind~~accounts ~~energy, biomass, hydro, geothermal, coal~~ and ~~natural~~transactions ~~gas~~have ~~power~~been ~~generation facilities~~eliminated. ~~From~~ We ~~1995-2001,~~believe ~~Mr.~~that ~~Wentz~~all ~~was a senior executive including being President~~adjustments, ofconsisting ~~Enserch Development and TXU Development, subsidiaries~~ of ~~Enserch~~normal ~~and~~recurring ~~Texas Utilities~~adjustments, ~~respectively. He also~~necessary ~~managed~~for a ~~portfolio~~fair ofpresentation ~~at least 10 electricity generating facilities including wind farms. His overseas development experience includes three coal-fired generation projects~~ of ~~386~~financial MWposition ~~in China, a joint venture between New Zealand~~ and ~~Indonesian~~the ~~companies~~results toof ~~develop~~operations afor ~~300~~the MWperiods ~~geothermal~~presented ~~plant~~have ~~in Indonesia,~~been ~~and~~reflected ~~project~~herein ~~development~~ and ~~sale~~that ofthe adisclosures ~~250~~made MWare ~~gas-fired~~adequate ~~plant~~to ~~in India. From~~make ~~1990-1995~~the ~~Mr.~~information ~~Wentz~~not ~~was Senior Investment Manager of a major finance division of Westinghouse Electric, where he assumed a leading role in structuring and financing over 200 MW (megawatts) of wind energy projects~~misleading.

~~Constantine~~Consolidation Buzunis, a director of the Company since September 24, 2009, is a Senior Litigator with the San Diego law firm of Neil, Dymott, Frank, McFall & Trexler. Since joining Neil Dymott in 1986, Mr. Buzunis has specialized in general civil litigation including personal injury, premises and product liability, construction accidents and defects, and other tort liability areas. His extensive professional legal experience includes serving terms on the California State Bar Board of Governors, President and Director of the California Young Lawyers Association, and Director and Secretary of the San Diego Defense Lawyers Association. Mr. Buzunis is admitted to practice law in state and federal courts of California and Michigan, the federal Ninth Circuit Court of Appeals, and the U.S. Supreme Court. He also is a member of the Board of Directors of Gulf & Pacific Equities Corp., a publicly-traded Canadian Real Estate Investment Trust.Policy

~~Brian~~The P.consolidated ~~Hill,~~financial astatements ~~director~~include ~~of the~~Wind ~~Company~~Energy ~~since~~America ~~October~~Inc. 1,and ~~2009,~~our iswholly ~~Chief~~owned ~~Development~~subsidiaries ~~Officer~~Northern ofAlternative ~~Novairus~~ Energy, Shaokatan LLC (“Shaokatan”), ~~and~~NAE isShaokatan ~~currently~~Power ~~involved~~Partners inLLC ~~assemblying~~(“Power ~~multiple early-stage wind power projects for Novairus in Wisconsin~~Partners”), ~~Wyoming,~~Zachary ~~and Pennsylvania. Mr.~~Ridge ~~Hill~~LLC ~~has~~(“ZR”) ~~over 25 years extensive experience in project development~~ and ~~management~~LJ ofTrust ~~various~~LLC ~~types of power generation facilities. Since 1999~~(“LJT”), heall ~~has~~being ~~been~~Minnesota ~~employed~~limited ~~primarily~~liability ascompanies. ~~a consultant~~All ~~while~~liabilities ~~providing~~incurred ~~key project development services to various power~~ and ~~wind~~ ~~industry~~activities ~~leaders~~in ~~such~~which asWind ~~Airtricity~~Energy ~~North~~ America, ~~Duke~~Inc. ~~Energy, TXU, FPL Energy, Exelon~~ and ~~others. His~~our ~~many~~LLC ~~accomplishments~~subsidiaries inare ~~wind power development include being project manager for construction of a 40.5 MW wind farm in New York State using GE wind turbines~~involved, ~~managing~~have ~~early~~been ~~stage~~conducted ~~construction of a 250 MW wind power project~~ in ~~Texas,~~the ~~lead~~name ~~developer~~ of anWind ~~Iowa~~Energy ~~wind~~America ~~farm project, and managing early-stage development for proposed wind farms in Illinois and Michigan~~Inc. ~~Mr.~~ ~~Hill’s~~through ~~many~~June ~~years of hands-on development of wind power projects includes interconnection and transmission evaluation~~30, ~~selection and procurement of wind turbine types, wind resource evaluation, turbine siting, handling zoning and permitting matters, and leasing and royalty negotiations with landowners~~2010. ~~Mr. Hill~~ ~~has earned widespread recognition as an expert in power development and has published and presented papers at several industry conferences.~~

~~Audit Committee~~Shaokatan holds minority equity interests in three wind farms, Shaokatan Hills, Lakota Ridge, and a group of 16 small wind farms which are managed collectively and known as CHI Energy. These minority equity interests owned by Shaokatan will not materially participate in the revenues, liabilities, operations, or net income or loss of each particular wind farm LLC until the minority equity interest converts or “flips” into a material interest, and accordingly we had no material revenues or liabilities to consolidate regarding Shaokatan as of June 30, 2010.

~~The Company does not have a separately designated audit committee, but rather the entire Board of Directors serves as its audit committee.~~13

~~Section~~ ~~16(a)~~Table ~~Beneficial~~of ~~Ownership Compliance~~Contents

~~Section 16(a)~~Power ofPartners ~~the~~consists ~~Securities Exchange Act~~ of ~~1934~~a ~~requires~~small ~~executive~~wind ~~officers~~farm ~~and directors,~~in ~~and~~Lincoln ~~persons who beneficially own more than 10% of the Company’s common stock~~County, toMinnesota ~~file~~containing ~~initial~~two ~~reports~~wind ofturbines ~~ownership and reports~~ of ~~changes~~a ~~in ownership~~total ~~with~~1.6 ~~the~~MW ~~Securities and Exchange Commission~~capacity. ~~Based~~ onDuring the ~~Company’s~~ ~~review of copies of Section 16(a) forms and representations from these persons, the Company believes that such persons have complied with such filing requirements during the fiscal~~ year ended June 30, ~~2009~~2010, ~~except~~0.8MW ~~that~~of ~~Boreal Energy~~this ~~Inc.,~~wind afarm ~~principal~~was ~~shareholder~~commissioned, ~~failed~~and towe ~~file~~expect ~~forms relating to transfers of common stock of~~ the ~~Company~~remaining ~~effected~~0.8MW byto ~~Boreal~~be commissioned during ~~such~~calendar ~~fiscal~~ year 2010.

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

~~The Company~~ZR ~~has adopted a Code of Ethics~~ and ~~Business~~LJT ~~Conduct~~are ~~(the~~two ~~"Code")~~wind ~~which applies~~farms toeach ~~the~~consisting ~~business conduct~~ of ~~the~~one ~~principal~~2.0MW ~~executive~~turbine ~~officer,~~located ~~principal financial~~in ~~officer~~Osceola County, ~~principal accounting officer and controller~~Iowa. ~~This Code~~ ZR iswas ~~available~~commissioned toduring ~~any~~the ~~shareholder~~year ofended ~~the~~June ~~Company~~30, ~~who~~2010. We ~~sends~~expect aLJT ~~written~~to ~~request for~~be acommissioned ~~paper~~during ~~copy~~calendar ~~to:~~year 2010.

~~Attn: Robert O. Knutson~~Reclassifications

~~Wind Energy~~Certain ~~America~~prior ~~Inc~~period amounts have been reclassified to conform with the current period presentation.

~~12100 Singletree~~Critical ~~Lane,~~Accounting ~~Suite~~Estimates ~~100~~

~~Eden Prairie~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Some significant estimates are the valuation or impairment of property and equipment, MNthe ~~55344~~valuation of warrants and options issued for compensation, and deferred income taxes.

~~If the~~Our ~~Company~~investments ~~makes~~are ~~any~~stated ~~substantive~~at ~~amendments~~the tolower ~~the~~of ~~Code~~cost or ~~grants~~fair ~~any~~value ~~waiver therefrom,~~in ~~including~~accordance ~~any~~with ~~implicit~~ASC ~~waiver~~360, ~~from~~“Accounting afor ~~provision of~~ the ~~Code~~Impairment ~~for any directors~~ or ~~executive~~Disposal ~~officers, the nature~~ of ~~such~~Long-Lived ~~waiver~~Assets” or(ASC ~~amendment~~360). ~~will~~The ~~be disclosed~~carrying byvalue ~~the~~of ~~Company~~our investments in awind ~~Current~~energy ~~Report~~assets onare ~~Form~~carried ~~8-K~~at cost.

~~Item 11. Executive~~Cash ~~Compensation~~Equivalents

~~The following~~We ~~table~~consider ~~sets~~all ~~forth~~highly ~~the~~liquid ~~cash~~debt ~~and~~instruments ~~non-cash~~purchased ~~compensation~~with ~~for~~a ~~the~~maturity ~~last~~of ~~two fiscal~~three ~~years~~months ~~awarded to~~ or ~~earned~~less byto ~~the~~be ~~Chief~~cash ~~Executive Officer (CEO) of the Company~~equivalents. No ~~officer of the Company received annual compensation exceeding $100,000 for either of the past two fiscal years ended June 30.~~

~~Summary Compensation~~Revenue ~~Table~~Recognition

Name and Position	Fiscal Year	Salary		Bonus		Stock Award(shs)		Warrants(shs)		Other Compensation
Robert O. Knutson, CEO/Managing Director(1)	2009	$	25,000	$	0	120,000	(2)		100,000(3)	$	28,000	(2)
	2008		32,000		0	120,000	(2)		0		16,000	(2)
Darrel Kluge, CEO(1)	2009		40,000		0	75,000	(4)		100,000(3)		0
	2008		16,000		0	0			0		0

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

~~(1) During~~Operating ~~this~~Expenses ~~fiscal~~of ~~two-year~~Wind ~~period,~~Projects Mr. Knutson served as CEO from July 2007 to February 2008; Mr. Kluge served as CEO from March 2008 to September 2008; and Mr. Knutson served as Managing Director (principal executive officer) from October 2008 to July 2009.

~~(2) In February~~Operating ~~2008~~Expenses ~~Mr.~~of ~~Knutson~~Wind ~~was~~Projects ~~awarded~~includes ~~severance~~operating ~~payments~~expenses of ~~$4,000~~operating ~~and~~wind ~~20,000 restricted~~assets. ~~common~~Wind ~~shares~~energy ~~monthly~~project ~~for~~operating 12expenses ~~months,~~consist ~~for~~of ~~which~~such hecosts ~~performed considerable~~as ~~management~~operations and ~~legal~~maintenance ~~services~~expenses, ~~for~~insurance, ~~the~~professional ~~Company~~fees, ~~during~~and ~~fiscal~~other ~~years 2008~~administrative ~~and 2009~~costs.

~~(3)~~Carrying ~~In fiscal~~Value ~~2009, Messrs. Kluge and Knutson each received five-year warrants to purchase 100,000 shares~~ of ~~common~~Wind ~~stock~~Energy ~~of the Company exercisable at $.30 per share.~~Assets

~~(4)~~A ~~Mr. Kluge~~detailed ~~was~~breakdown ~~granted~~of ~~75,000~~the ~~restricted~~carrying ~~common~~value ~~shares~~of ~~incident~~our tovarious ~~his~~wind ~~resignation~~energy ~~as CEO~~assets is contained in ~~2008~~the footnotes of our audited consolidated financial statements below.

~~Option Grants~~Property, ~~during~~Plant ~~Fiscal~~and ~~Year 2009~~Equipment

~~There were~~Property, noplant ~~grants~~and ofequipment ~~stock~~are ~~options~~stated toat ~~executive~~cost, ~~officers~~less proceeds received under the American Recovery and Reinvestment Act of 2009 Sec. 1603 Cash Grant program, less accumulated depreciation. Renewals and betterments that increase the ~~Company~~useful ~~during~~lives of the ~~fiscal~~ ~~year~~assets ~~ending~~are ~~June~~capitalized. ~~30,~~Repair ~~2009,~~and ~~nor~~maintenance ~~were~~expenditures ~~there~~are ~~any~~expensed ~~SAR~~as ~~grants~~incurred. toWind ~~these~~energy ~~persons during~~project ~~such~~equipment ~~fiscal~~and ~~year~~related assets are depreciated over their estimated useful lives of 20 years on a straight-line basis.

~~Outstanding Options or Option Exercises during Fiscal Year 2009~~14

~~None~~ ofTable ~~the persons in the foregoing summary compensation table holds or owns any outstanding stock option or SAR grant for common stock~~ of ~~the registrant, and also none of these persons exercised any stock options or SAR grants during the fiscal year ended June 30, 2009.~~Contents

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

~~For their~~Depreciation ~~services~~expense aswas aalso ~~director~~recorded ofon ~~the~~our ~~Company~~books during fiscal year ~~ended~~2008 ~~June~~related ~~30, 2009,~~to inthe ~~February~~building ~~2009~~(Midwest ~~the~~Center ~~directors~~for ofWind ~~the~~Energy) ~~Company~~which ~~were~~was ~~awarded~~sold ~~five~~in a sale-~~year warrants~~leaseback totransaction ~~purchase~~in aNovember, ~~total~~2008. ofWe ~~l,250,000~~depreciated ~~common~~the ~~shares exercisable~~ building on the straight line method over ~~five~~40 years atduring ~~$.30~~its ~~per share~~ownership.

~~Subsequent to fiscal year 2009, the following transactions occurring in September 2009 involved compensation to directors:~~Acquisitions

~~i) Rory~~On ~~Artig~~November ~~resigned~~10, 2009 we completed the acquisitions of certain limited liability companies which are necessary to complete our 4.0MW project in Osceola County, Iowa. Of the 4.0MW capacity of this project, 2.0MW was commissioned in the quarter ended March 31, 2010, and 2.0MW remains under construction as of June 30, 2010. The sellers of these LLCs are shareholders in Wind Energy America Inc. The agreement to purchase these LLCs was signed in March 2009 and included a ~~director~~cash payment of $355,000, a note payable of $250,000, and assumption of certain loans resulting in a total acquisition price of $2.6 million. An independent appraisal of the ~~Company~~project values the LLCs at about $2.6 million, therefore, the acquisition has been recorded at cost. In order to complete this project and ~~Constantine~~reach ~~Buzunis~~commercial ~~was concurrently~~operation, ~~appointed~~we have incurred additional costs which have been added to ~~replace~~the Mrcarrying value of this project including labor and materials, capitalized insurance, interest and other costs.

~~Artig as~~Impairment ~~a director. Mr. Artig was granted 50,000 restricted common shares in consideration for his past services as a~~

~~director, and~~We Mrreview our assets on at least an annual basis for potential economic impairment. ~~Buzunis~~As a portion of our assets have not been placed in service as of June 30, ~~for~~2010 ~~his~~we ~~agreement~~must evaluate the remaining costs to ~~serve~~complete the projects as well as the currently capitalized costs. Our wind assets, when completed, have a ~~director~~megawatt generating capacity which determines their current economic value. This value is generally determined via a discounted cash flow analysis of the future electric revenues, net of the costs of operating the wind turbines. During the year ended June 30, 2010 we recognized an impairment expense of $498,515. This charge was ~~granted~~to ~~250~~reduce the carrying value on our books to zero of the capitalized development costs of Averill Wind LLC,~~000 restricted~~ ~~common~~Zulu ~~shares~~Wind LLC, NAE Allendorf, NAE Sibley, Sibley Hills, Henry Hills, French Lake, in addition to the investment in Grand Sierra Resort Corp. Henry Hills is not the Osceola County, Iowa 4.0MW project which was referred to as “Henry Hills 4MW” in previous filings, but rather was intended to be an expansion project adjacent to the Osceola County, Iowa 4.0MW project. The impairment expense was recognized as we believe that it is unlikely that we will develop these projects or that any amount could be realized by the potential sale of these projects and assets. Other than these impairments recognized, we believe our wind assets can be completed at costs that are less than their current economic value. Wind assets that generate electricity can generally be sold in a ~~five-~~marketplace based upon their discounted cash flows.

~~year warrant~~The 4.0 MW project in Osceola County, Iowa, has carrying value on our books for $6.5MM. This carrying value has been reduced by the $1.1MM proceeds of the cash grant received under Sec. 1603 of the American Recovery and Reinvestment Act (“ARRA”) of 2009 for the 2.0MW of this project which has been placed into service. We also expect to ~~purchase~~receive ananother ~~additional~~$1.2 ~~250~~under the same program when we commission the remaining 2.0MW,~~000~~ ~~common~~which ~~shares~~we ~~exercisable~~expect atto occur in calendar year 2010. This will reduce the ~~public~~ ~~market~~carrying ~~price~~value ~~per~~of ~~common~~the ~~share~~entire at4.0MW project to under $5MM. We have compared this projected carrying amount to the projected cash flows produced by this project and we believe there has not been any impairment of this project as of June 30, 2010.

~~date~~ The 1.6 MW project in Lincoln County, Minnesota has carrying value on our books for $2.8MM. We also expect to receive $0.8MM under ARRA when we complete commissioning the project, which we expect to occur in calendar year 2011. This will reduce the carrying value of ~~grant~~the entire 1.6MW project to approximately $2MM. We have compared this projected carrying amount to the projected cash flows produced by this project and we believe there has not been any impairment of this project as of June 30, 2010.

~~ii) In~~The ~~consideration~~Shaokatan ~~for~~Hills, ~~his~~Lakota ~~serving~~Ridge asand ~~the~~CHI ~~Chairman~~Energy ~~and~~wind farms have a ~~director~~combined carrying value on our books of $4.9MM. We have only a negligible revenue or profit sharing percentage interest until the ~~Company~~ ownership of the minority equity interests convert into 80% ownership of SH and ~~his~~LR. We ~~reorganization~~will ~~efforts~~not begin to receive any material revenues until the CHI Energy wind farms “flip” which we estimate will begin happening during the fourth quarter of calendar year 2010, after which our revenue interest will convert to 30% and ~~expenses~~eventually to 49% five years later.. We measure any possible impairment of these assets using reasonable “present value” determinations based on projected future revenues from them after they “flip” and are converted to substantial ownership interests. Our estimated present values for these developer’s stake assets as of June 30, 2010 was at least equal to their aggregate cost to us as stated in our financial statements. Accordingly, we have not recognized any impairment to their cost basis value as of June 30, 2010.

~~behalf of the Company, Donald Blakstad was granted a five-year warrant to purchase 10 Million common shares exercisable~~15

at ~~the~~Table ~~public market price per common share at the date~~ of ~~grant.~~Contents

~~iii) Steven~~Stock-Based A.Compensation ~~McMichael,~~- ~~Robert~~Stock O.Options, ~~Knutson~~Warrants and ~~Robert~~Common A.Stock ~~Williams~~Grants ~~were granted five-year warrants to purchase a total of~~

6In 2006,~~000~~ we adopted the fair value recognition provision which requires us to recognize in our financial statements the cost of employee or director or consulting services received in exchange for awards of equity instruments,~~000 common~~ ~~shares~~based ~~exercisable~~on atthe grant date fair value of those awards. We currently use the ~~public~~Black-Scholes ~~market~~option ~~price~~valuation ~~per~~model ~~common~~to ~~share~~calculate equity based compensation at the date of grant,. The cost of these equity awards will be recognized over the period during which ~~included~~an employee, director or consultant is required to provide service in exchange for the award.

~~warrants for~~During 2the year ended June 30, 2010, we issued 537,500 unregistered common shares for services, of which 300,000 shares were issued to independent Directors for ~~each~~serving on our Board of ~~Messrs.~~ ~~McMichael~~Directors, ~~and~~150,000 ~~Knutson~~shares ~~and warrants~~were issued to two Directors for 1performing other services,~~000~~ and 87,~~000~~500 shares were issued to independent consultants for Mrfinancial services. These transactions were recorded as management fees valued at $.10 to $.25 per share. These awards of shares did not require any additional performance for service after the grant date, therefore the entire value of these grants were recognized during the year ended June 30, 2010.

~~Williams. Concurrently,~~In ~~Mr.~~July ~~McMichael~~2009, ~~and~~we ~~Mr.~~granted ~~Knutson~~a ~~agreed~~five-year warrant to ~~resign~~our ~~from~~Chairman of the Board to purchase 1,000,000 shares of ~~Directors~~ our common stock at an exercise price of $.25 per share. This warrant does not require any additional performance for service after the ~~Company~~grant date, therefore the entire value of this grant was recognized during the year ended June 30, 2010.

~~effective October~~In 1,September 2009, we granted five-year warrants to three directors, two former directors and a former executive officer to purchase a total of 18,750,000 shares of our common stock at an exercise price of $.20 per share. These warrants do not require any additional performance of service after the grant date, therefore the entire value of these grants were recognized during the year ended June 30, 2010.

~~Item 12~~During the year ended June 30, 2010, we granted five-year warrants to an unaffiliated lender to purchase a total of 125,000 shares of our common stock at an exercise price of $. ~~Security~~20 ~~Ownership~~per share. Also, during the year ended June 30, 2010, we granted five year warrants to an unaffiliated lender to purchase a total of ~~Certain~~800,000 ~~Beneficial~~shares ~~Owners~~of ~~and~~our ~~Management and~~common ~~Related~~stock ~~Stockholder~~at ~~Matters~~an exercise price of $.25 per share. These warrants were fully vested on the grant date, therefore the entire value of these grants were recognized during the year ended June 30, 2010.

~~The following~~On ~~table~~November ~~sets forth~~11, as2009 ofwe ~~September~~awarded ~~30,~~stock ~~2009,~~options ~~certain~~to ~~information~~our ~~whith respect~~Chief toExecutive ~~beneficial~~Officer ~~ownership~~and ofChief ~~common~~Development ~~stock~~Officer, both of ~~the~~whom ~~Company,~~had bybeen ~~all~~appointed ~~executive officers~~to ~~and~~our ~~directors~~Board of ~~the~~Directors ~~Company,~~on byOctober ~~each~~2, ~~person~~2009. We ~~known~~also byawarded ~~the~~stock ~~Company~~options to ~~own~~ ~~beneficially~~our ~~more~~Chief ~~than~~Financial 5%Officer. Each of ~~its~~these ~~outstanding~~three ~~common~~officers ~~stock~~received 6,805,612 ~~and~~options bywhich ~~all officers~~carry ~~and~~an ~~directors~~exercise price of ~~the Company as a group~~$0. ~~Each~~20 ~~person~~per ~~named in~~share, ~~this~~which ~~table~~was ~~has~~our ~~sole~~closing ~~voting~~stock ~~and~~price ~~investment~~on ~~power~~the ~~with~~grant ~~respect~~date. Twenty topercent ~~all shares~~ of ~~common~~ ~~stock~~these ~~beneficially~~options ~~owned~~vest byon ~~such~~the ~~person~~grant date. ~~Unless~~ The ~~otherwise indicated,~~remaining ~~the~~eighty ~~address~~percent of ~~each~~these ~~listing~~options ~~shareholder~~become isexercisable ~~12100~~ratably ~~Singletree~~over ~~Lane, Suite~~a ~~100,~~48-month ~~Eden~~period ~~Prairie,~~starting MNon ~~55344~~the grant date. ~~Beneficial~~ These ~~ownership~~options ofexpire at the ~~persons~~ ~~set~~end ~~forth~~of infive ~~this~~years. Since ~~table~~these isoptions ~~determined~~have ina ~~accordance~~service ~~with~~requirement, the ~~rules~~cost of these options will be recognized on the ~~Securities~~same ~~and~~basis ~~Exchange~~as ~~Commission~~their vesting schedule described above.

~~Shares Beneficially Percent of~~Income ~~Shares~~Taxes

~~Name~~ We account for income taxes in accordance with ASC 740, which provides that deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of ~~Beneficial Owner Owned Outstanding~~assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The valuation allowances have been recognized as equal to the income tax benefits in order to reduce the deferred tax assets to zero.

~~Robert A. Williams(1) 2,193,933 3.8%~~Common Stock Sales

~~Robert O.~~During ~~Knutson (2) 3~~the year ended June 30,~~415~~ 2010,~~000~~ we sold a total of 5,173,700 unregistered common shares to various accredited investors in private placement transactions for aggregate proceeds of $519,920, resulting in an average price of $.8%10 per share.

~~Donald Blakstad (3) 10,600,000 15.9%~~16

~~Constantine~~ ~~Buzunis (4) 500,000 0.8%~~Table of Contents

~~Steven A.~~Satisfaction ~~McMichael (5) 3,477,167 5.9%~~of Note

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

~~as a~~Loss ~~group~~per ~~(5 persons) 20,186,100 32.2%~~Common Share

~~Boreal Energy Inc~~Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. 9 Diluted loss per common share is not shown,~~587,500 17~~ as the exercise of stock options and warrants using the treasury stock method are dilutive to the computation of loss per share.1%

~~1058 Centreville~~Recent ~~Circle~~Accounting Pronouncements

~~Vadnais Heights~~In June 2009, MNthe ~~55127~~Financial Accounting Standards Board (“FASB”) issued an update of Accounting Standards Codification 105, “Generally Accepted Accounting Principles” (“ASC 105”) which establishes the FASB Accounting Standards Codification TM (the “ASC”). The ASC is the sole source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. The ASC superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC is no longer authoritative. While the ASC does not change GAAP, it introduces a new structure that reorganizes the GAAP pronouncements into accounting topics. All content of the ASC carries the same level of authority. The ASC is effective for our financial statements as of September 30, 2009.

~~Julie T.~~We ~~Jaunich (6) 7,350,377 13~~have reviewed certain other recent accounting pronouncements and determined that they will have no present or future impact on our business.1%

~~9 Red~~Off-Balance ~~Forest~~Sheet ~~Way~~Arrangements

~~North Oaks,~~We MNhave ~~55127~~no off-balance sheet arrangements other than the sale-leaseback which is fully described in Footnote M.

~~_______________________________________________~~Item 8. Financial Statements and Supplementary Data

~~(1)~~Financial ~~Includes~~statements ~~1,350,000~~are ~~shares~~attached ~~underlying~~following ~~stock~~the ~~purchase~~signature ~~warrants~~page and ~~248,233~~numbered ~~shares~~beginning inwith ~~the~~page ~~record name of Robert A~~F-1. ~~Williams Trust.~~

~~(2)~~Item ~~Includes 3,100,000 shares underlying stock purchase warrants~~9. ~~Mr.~~Changes ~~Knutson~~in ~~resigned~~and asDisagreements awith ~~director~~Accountants ~~effective~~on ~~October~~Accounting l,and ~~2009.~~Financial Disclosures

~~(3) Includes 10,500,000 shares underlying stock purchase warrants~~None.

Item 9A(4T) ~~Includes~~. Controls ~~250,000~~and ~~shares underlying stock purchase warrants.~~Procedures

~~(5) Includes~~As 3of the end of the period covered by this report,~~000~~ we conducted an evaluation,~~000~~ ~~shares~~under ~~underlying~~the ~~stock~~supervision ~~purchase~~and ~~warrants,~~with ~~100~~the participation of our principal executive officer,~~000~~ ~~shares owned~~of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~record~~1034 (Exchange Act)). Based on this evaluation, the principal executive officer concluded that the our disclosure controls and procedures are effective to ensure that information required to be disclosed by ~~his~~us ~~wife~~in reports that it files or submits under the Exchange Act is recorded, processed, summarized and ~~285~~reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected,~~000~~ or are reasonably likely to materially affect, the our internal control over financial reporting.

~~shares~~Management’s ~~derived~~Annual ~~from~~Report ~~his~~on ~~ownership~~Internal ofControl ~~shares~~over ofFinancial ~~Boreal Energy Inc. Mr. McMichael resigned as a director effective~~Reporting

~~October~~Our 1management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of inherent limitations, ~~2009~~a system of internal control over financial reporting may not detect or prevent misstatements, no matter how well conceived and operated. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~(6) Includes 3,710,319 shares of record in the Julie T. Jaunich Trust.~~17

~~Equity~~ ~~Compensation~~Table ~~Plan~~of ~~Information~~Contents

In Our management assessed the effectiveness of our internal control over financial reporting as of June ~~2007~~30, 2010. In making this assessment, management considered criteria of the ~~Company~~Committee ~~terminated~~of ~~all~~Sponsoring ~~existing~~Organizations ~~equity~~of ~~compensation~~the ~~plans including~~Treadway aCommission ~~1999~~(COSO) ~~Employee~~which ~~Plan~~include the five components of control environment, risk assessment, control activities, information/communication, and amonitoring. Based ~~1991~~on ~~Non-Employee~~this ~~Director Plan~~assessment, management believes that we have maintained effective internal control over financial reporting as of June 30, 2010. ~~The~~ This ~~Company~~report ~~currently~~on Form 10-K does not ~~have~~include ~~any~~an ~~equity~~attestation ~~compensation plan~~report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

~~Item 13. Certain~~PART ~~Relationships and Related Transactions, and Director Independence~~III

~~Following~~Item ~~are~~10. ~~certain~~Directors, ~~material transactions~~Executive ~~between~~Officers ~~the registrant~~ and ~~related~~Corporate ~~parties.~~Governance

~~Boreal Energy~~Our ~~Inc.,~~directors ~~a Minnesota corporation, acquired 28,500,000 shares~~ of ~~common~~serve ~~stock~~until oftheir ~~the~~successors ~~Company incident~~are toelected aor ~~purchase~~appointed ~~of Boreal’s wind energy assets by the Company in 2008. One of the terms of this asset purchase agreement between the Company~~ and ~~Boreal~~shall ~~Energy Inc~~qualify. Executive ~~provided~~officers ~~Boreal~~are ~~Energy~~elected ~~Inc.~~by the ~~right to appoint one member to the~~ Board of Directors ofand ~~the~~serve ~~Company.. Steven~~at ~~A. McMichael served on~~ the ~~Board~~discretion of ~~Directors~~the ~~for~~directors. There ~~over~~are ano ~~year~~family asrelationships ~~the~~among ~~appointed director~~our ofdirectors ~~Boreal~~and ~~Energy~~executive ~~Inc~~officers.

~~Another~~Our ~~term~~executive ofofficers ~~the asset purchase agreement between the Company~~ and ~~Boreal~~directors ~~Energy~~are ~~Inc.~~as provided that a director of the Company is entitled to vote one-half of the common shares of the Company received by Boreal Energy Inc. for a period of two years. The Company no longer regards this of any value since it is unlikely that the Company will hold a meeting of shareholders until after the two-year period expires for such voting rights.follows:

Director Independence – The Company is not a listed issuer and thus not subject to any director independence requirements of any exchange or inter-dealer quotation system. The Company believes, however, that a majority of the directors of the Company are independent directors.

Name	Age	Position
Donald Blakstad	51	Chairman
Melvin E. Wentz	63	Chief Executive Officer and Director
Brian P. Hill	47	Chief Development Officer and Director
Constantine Buzunis	52	Director
Robert A. Williams	73	Director

~~Item 14~~Donald Blakstad has been a director and our Chairman of the Board since June 2009, and he also currently provides management and financing services to us. ~~Principal~~ Mr. ~~Accounting~~Blakstad ~~Fees~~has many years of experience in founding, developing and ~~Services~~managing small to large private companies. In particular, he was the founder, principal owner and CEO of two large affiliated long-distance telephone companies headquartered in San Diego, which provided worldwide retail telephone services for many years to a large national and international customer base. Mr. Blakstad grew his telephone service business from start-up to having over l,000,000 customers in 2000 when his business was sold to a large telephone service provider. Since 2000, Mr. Blakstad has been engaged primarily in managing his personal real estate holdings and diverse corporate equity portfolio.

~~Child~~Melvin E. Wentz has been a director since October 2, ~~Van~~2009 ~~Wagoner~~and &our ~~Bradshaw~~Chief Executive Officer since November 11, ~~PLLC has~~2009. Prior ~~acted~~to asjoining ~~the~~us ~~Company's~~he ~~independent~~was ~~accounting~~CEO ~~firm~~of ~~for~~Novairus Energy, LLC, a developer of early-stage wind energy projects located mainly in prime wind resource areas of western states of the ~~fiscal~~U.S. Mr. ~~years ended~~Wentz ~~June~~has over 30, ~~2009~~years of extensive and ~~2008~~diversified experience in engineering, ~~including~~construction, ~~performing~~project ~~the~~development, ~~audit~~financing, management and operations of many electric power generation projects in the ~~Company~~U.S., ~~for these~~China, ~~two~~India ~~fiscal~~and ~~years~~other countries, which projects have included wind energy, biomass, hydro, geothermal, coal and ~~the~~natural ~~reviews~~gas power generation facilities. From 1995-2001, Mr. Wentz was a senior executive including being President, of ~~the~~Enserch ~~Company's~~Development ~~quarterly~~and ~~financial statements~~TXU ~~for~~Development, ~~this~~subsidiaries ~~two~~of ~~year~~Enserch ~~period~~and Texas Utilities, respectively. ~~The~~ He ~~aggregate~~also ~~fees~~managed ~~billed~~a ~~by Child~~portfolio of at least 10 electricity generating facilities including wind farms. His overseas development experience includes three coal-fired generation projects of 386 MW in China, ~~Van~~a ~~Wagoner~~joint &venture ~~Bradshaw~~between New Zealand and Indonesian companies to develop a 300 MW geothermal plant in Indonesia, ~~PLLC~~and ~~for~~project ~~these~~development ~~auditing~~and sale of a 250 MW gas-fired plant in India. From 1990-1995 Mr. Wentz was Senior Investment Manager of a major finance division of Westinghouse Electric, where he assumed a leading role in structuring and ~~review~~financing ~~services are~~over as200 ~~follows:~~MW (megawatts) of wind energy projects.

	Fiscal 2009		Fiscal 2008
Audit and review fees	$	26,080	$	14,318
Audit-related fees		6,927		0
Tax fees		0		0
All other fees		0		0

~~The Company’s~~ ~~Board~~Table of Directors, acting as its audit committee, reviews and approves all audit and permissible non-audit services performed by its independent accounting firm. Incident to its review of non-audit fees and its appointment of Child, Van Wagoner & Bradshaw, PLLC as the Company's independent accounting firm, the Board of Directors of the Company considered whether the provision of such services is compatible with maintaining independence.Contents

~~PART IV~~Brian P. Hill has been a director since October 2, 2009 and our Chief Development Officer since November 11, 2009. Prior to joining us he was CDO of Novairus Energy, LLC, a developer of early-stage wind energy projects located mainly in prime wind resource areas of western states of the U.S. Mr. Hill has over 25 years extensive experience in project development and management of various types of power generation facilities. Since 1999, he has been employed primarily as a consultant while providing key project development services to various power and wind industry leaders such as Airtricity North America, Duke Energy, TXU, FPL Energy, Exelon and others. His many accomplishments in wind power development include being project manager for construction of a 40.5 MW wind farm in New York State using GE wind turbines, managing early stage construction of a 250 MW wind power project in Texas, lead developer of an Iowa wind farm project, and managing early-stage development for proposed wind farms in Illinois and Michigan. Mr. Hill’s many years of hands-on development of wind power projects includes interconnection and transmission evaluation, selection and procurement of wind turbine types, wind resource evaluation, turbine siting, handling zoning and permitting matters, and leasing and royalty negotiations with landowners. Mr. Hill has earned widespread recognition as an expert in power development and has published and presented papers at several industry conferences.

~~Item 15~~Constantine Buzunis has been a director since September 24, 2009, and is a Senior Litigator with the San Diego law firm of Neil, Dymott, Frank, McFall & Trexler. Since ~~Exhibits~~joining Neil Dymott in 1986, ~~Financial~~Mr. ~~Statements~~Buzunis has specialized in general civil litigation including personal injury, premises and ~~Schedules~~product liability, construction accidents and defects, and other tort liability areas. His extensive professional legal experience includes serving terms on the California State Bar Board of Governors, President and Director of the California Young Lawyers Association, and Director and Secretary of the San Diego Defense Lawyers Association. Mr. Buzunis is admitted to practice law in state and federal courts of California and Michigan, the federal Ninth Circuit Court of Appeals, and the U.S. Supreme Court. He also is a member of the Board of Directors of Gulf & Pacific Equities Corp., a publicly-traded Canadian Real Estate Investment Trust.

~~The financial~~Robert ~~statements~~A. ofWilliams ~~registrant~~has ~~required~~been toa bedirector ~~included~~since inApril ~~this~~2007. Mr. ~~annual~~Williams ~~report are~~is ~~included~~the ~~herein~~founder inand a ~~separate~~principal ~~financial~~owner ~~statement~~of ~~section~~Bobby atand Steve’s Auto World, which owns and operates eight gas/service stations with full service garages and towing services in the ~~end~~Minneapolis/St. ofPaul ~~this Annual~~metropolitan ~~Report~~region. Mr. onWilliams ~~Form~~also ~~10-K~~is ~~beginning~~a atmember ~~page~~of ~~F-1~~the City Council of Columbia Heights, Minnesota.

~~Following is~~Audit ~~an Exhibit Index for the exhibits either filed with or incorporated by reference to this Annual Report on Form 10-K.~~Committee

~~Exhibit~~Our ~~Index~~audit committee consists of our Messrs. Blakstad, Buzunis and Williams.

~~3.1 Articles of~~Section ~~Incorporation~~ 16(~~incorporated~~a) byBeneficial ~~reference~~Ownership ~~to registrant’s Annual Report on~~Compliance

~~Form~~Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than 10~~-KSB~~% ~~for~~of our common stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Based on the our review of copies of Section 16(a) forms and representations from these persons, we believe that such persons have complied with such filing requirements during the fiscal year ended June 30, ~~1988)~~2010, except that Boreal Energy Inc., a principal shareholder, failed to file forms relating to transfers of our common stock effected by Boreal during such fiscal year.

~~3.2 Bylaws~~ Code of ~~registrant amended through January 12, 2004 (incorporated by~~Ethics

~~reference~~We have adopted a Code of Ethics and Business Conduct (the “Code”) which applies to ~~registrant’s~~the ~~Annual~~business ~~Report~~conduct onof ~~Form~~the ~~10-KSB~~principal executive officer, principal financial officer, principal accounting officer and controller. This Code is available to any shareholder who sends a written request for ~~year~~a ~~ended June~~paper copy to:

Attn: Melvin E. Wentz ~~30,~~Wind ~~2004)~~Energy America Inc. 12100 Singletree Lane, Suite 100 Eden Prairie, MN 55344

~~3.3 Amendment~~ If the we make any substantive amendments to ~~Articles~~the ofCode ~~Incorporation~~or asgrant any waiver therefrom, including any implicit waiver from a provision of ~~March~~the 31Code for any directors or executive officers, ~~2007~~we ~~(incorporated~~will bydisclose the nature of such waiver or amendment in a Current Report on Form 8-K.

~~reference to registrant’s Current Report on form 8-K of April 5, 2007).~~19

~~3.4 Amendment~~ toTable ~~Articles~~ of ~~Incorporation as of April 25, 2009 (incorporated. by~~Contents

~~reference~~Item to11. ~~registrant’s~~Executive ~~Schedule l4C Information Statement filed March 20,~~Compensation

~~2009)~~The following table sets forth the cash and non-cash compensation for the last two fiscal years awarded to or earned by our officers. None of our officers received annual compensation exceeding $100,000 for either of the past two fiscal years ended June 30.

~~4.1 Specimen certificate~~Summary ~~representing~~Compensation ~~registrant’s Common Stock (incorporated by~~Table

reference to Exhibit 3(a) of Amendment No. 2 to registrant’s Form S-18

Name/Position	Fiscal Year	Salary	Bonus	Stock Awards (shares)	Options (shares)	Other Compensation
Melvin E. Wentz	2010	$97,500	—	—	6,805,612	$3,000
President/CEO	2009	—	—	—	—	—

Brian P. Hill	2010	$97,500	—	—	6,805,612	$3,000
CDO	2009	—	—	—	—	—

Colin S. Jackson	2010	$75,000	—	—	6,805,612	$3,000
CFO	2009	—	—	—	—	—

Robert O. Knutson	2010	$22,000	—	—	2,500,000	—
CEO/Managing Director	2009	$61,000	—	120,000	100,000	$28,000

Darrel Kluge	2010	—	—	—	2,500,000	—
CEO	2009	$40,000	—	75,000	100,000	—

Registration Statement, File No. 2-71333C).

	(1)	Mr. Wentz was appointed as President and Chief Executive Officer on November 11, 2009. His compensation includes a base salary of $180,000 per year, reimbursement of a standard health insurance benefit policy and 6,805,612 options to purchase our stock at $0.20 per share, which was the price on the award date. Twenty percent of those options vested on the grant date. The remaining 80% of those options vest ratably over a 48 month period. Mr. Wentz also was elected to our Board of Directors on October 2, 2009.
	(2)	Mr. Hill was appointed as Chief Development Officer on November 11, 2009. His compensation includes a base salary of $180,000 per year, reimbursement of a standard health insurance benefit policy and 6,805,612 options to purchase our stock at $0.20 per share, which was the price on the award date. Twenty percent of those options vested on the grant date. The remaining 80% of those options vest ratably over a 48 month period. Mr. Hill also was elected to our Board of Directors on October 2, 2009.
	(3)	Mr. Jackson was appointed as Chief Financial Officer on November 11, 2009. His compensation includes a base salary of $135,000 per year, reimbursement of a standard health insurance benefit policy and 6,805,612 options to purchase our stock at $0.20 per share, which was the price on the award date. Twenty percent of those options vested on the grant date. The remaining 80% of those options vest ratably over a 48 month period. Mr. Jackson resigned as Chief Financial Officer on September 27, 2010.
	(4)	Mr. Knutson served as Managing Director (principal executive officer) from October 2008 to November 2009.
	(5)	In fiscal 2009, Messrs. Kluge and Knutson each received five-year warrants to purchase 100,000 shares of common stock of the Company exercisable at $.30 per share.
	(6)	Mr. Kluge was granted 75,000 restricted common shares incident to his resignation as CEO in 2008.

~~10.37 Warrant for~~Consulting ~~Purchase of Grand Sierra Common Stock (incorporated by reference~~Services

toIn ~~registrant’s~~fiscal ~~Current~~2010, ~~Report~~we onpaid ~~Form~~Mr. 8Blakstad, our Chairman $180,000 for performing certain consulting and financing services for us. For these services we also granted him 100,000 unregistered shares of our stock plus a five-Kyear ~~filed~~warrant ~~May~~to 15purchase 1,000,000 ~~2006)~~of our shares at $0.25 per share. We also paid Steven A. McMichael, a Director who resigned on October 2, 2009, 50,000 shares for performing financial services.

~~10.38 Asset Purchase Agreement between Dotronix, Inc. and Accelerated Drug~~20

~~Delivery,~~Table ~~LLC~~of ~~(incorporated by reference to registrant’s Current Report on Form~~Contents

~~8-K~~Compensation ~~filed~~of ~~April 11, 2006).~~Directors

~~10.39 Condominium Marketing~~For ~~Agreement~~their ~~between~~services ~~registrant~~as ~~and~~directors ~~Grand~~during ~~Sierra~~fiscal year ended June 30, 2010 the following compensation was awarded:

Resort Corp. (incorporated by reference to registrant’s Annual Report on Form

Donald Blakstad, Chairman	10,000,000 warrants at $0.20 per share (in addition to the compensation for the Consulting Services above)

Steven A. McMichael, Director (1)	2,500,000 warrants at $0.20 per share (in addition to the compensation for the financial services above.)

Robert O. Knuston, Managing Director (1)	2,500,000 warrants at $0.20 per share (included in Executive Compensation above)

Robert A. Williams, Director	1,000,000 warrants at $0.20 per share

Constantine Buzunis, Director	250,000 warrants at $0.21 per share plus 250,000 unregistered shares

Rory Artig (1)	50,000 unregistered shares

~~10-KSB~~(1) ~~for~~Resigned ~~year~~from ~~ended~~our ~~June~~Board 30on October 2, ~~2007)~~2009.

10Item 12.~~40 Distribution Agreement~~ ~~for~~Security ~~Spin-Off~~Ownership of ~~subsidiary~~Certain ofBeneficial ~~registrant,~~Owners ~~PuraMed~~and Management and Related Stockholder Matters

~~BioScience~~The ~~Inc.~~following table sets forth, as of June 30, 2010, certain information with respect to beneficial ownership of our common stock, by all of our executive officers, by each person known by us to own beneficially more than 5% of our outstanding common stock, and by all our officers and directors as a ~~Minnesota~~group. Each ~~corporation~~person ~~(incorporated~~named in this table has sole voting and investment power with respect to all shares of common stock beneficially owned by ~~reference~~such person. Unless otherwise indicated, the address of each listing shareholder is 12100 Singletree Lane, Suite 100, Eden Prairie, MN 55344. Beneficial ownership of the persons set forth in this table is determined in accordance with the rules of the Securities and Exchange Commission.

to registrant’s Current Report on Form 8-K filed March 20, 2007)

Name of Beneficial Owner	Shares Beneficially Owned	Percent of Shares Outstanding
Donald Blakstad (1)	11,100,000	18.2%
Melvin E. Wentz (2)	6,805,612	11.2%
Brian P. Hill (3)	6,805,612	11.2%
Robert A. Williams (4)	1,930,333	3.2%
Constantine Buzunis (5)	500,000	0.8%
Colin S. Jackson (6)	2,608,818	4.3%
All directors and officers as a group (6 persons)	33,947,168	55.8%

Boreal Energy Inc. 1058 Centreville Circle Vadnais Heights, MN 55127	7,555,500	12.4%
Julie T. Jaunich (7) 9 Red Forest Way North Oaks, MN 55127	7,260,167	11.9%

10.41 Purchase Agreement between registrant and Northern Alternative Energy

	_______________________
	(1)	Includes 11,000,000 shares underlying stock purchase warrants.
	(2)	Includes 6,805,612 shares underlying stock purchase options. These options vest on the following schedule: 20% on the date of grant (November 11, 2009) and the remaining 80% vest ratably over a 48 month period beginning October 1, 2009.
	(3)	Includes 6,805,612 shares underlying stock purchase options. These options vest on the following schedule: 20% on the date of grant (November 11, 2009) and the remaining 80% vest ratably over a 48 month period beginning October 1, 2009.
	(4)	Includes 1,350,000 shares underlying stock purchase warrants and 148,233 shares in the record name of Robert A. Williams Trust.
	(5)	Includes 250,000 shares underlying stock purchase warrants.
	(6)	Includes 2,608,818 shares underlying stock purchase options.
	(7)	Includes 3,710,319 shares of record in the Julie T. Jaunich Trust.

~~Shaokatan LLC (incorporated by reference to registrant’s Current Report on~~21

~~10.42~~ Table ~~Asset~~of ~~Purchase Agreement between registrant and Boreal Energy, Inc.(incorporated~~Contents

byEquity ~~reference~~Compensation toPlan ~~registrant’s Current Report on Form 8-K filed December 18, 2007)~~Information

~~10.43~~In ~~Sale/Leaseback~~June ~~transaction~~2007 ~~for~~we ~~Midwest~~terminated ~~Wind~~all ~~Energy~~existing ~~Center~~equity ~~between~~compensation ~~registrant~~plans including a 1999 Employee Plan and a 1991 Non-Employee Director Plan. We currently do not have any equity compensation plan.

~~Quarterly~~Following ~~Report~~are oncertain ~~Form~~material ~~l0-Q.~~transactions ~~filed~~between ~~February~~us ~~20, 2009)~~and related parties.

l0Boreal Energy Inc.~~44 Management consulting~~, a Minnesota corporation, acquired 28,500,000 shares of our common stock incident to our purchase of Boreal’s wind energy assets in 2008. One of the terms of this asset purchase agreement between ~~registrant~~us and ~~Donald~~Boreal ~~Blakstad~~Energy Inc. provided Boreal Energy Inc. the right to appoint one member to our Board of Directors. Steven A. McMichael served on our Board of Directors for over a year as the appointed director of Boreal Energy Inc. Mr. McMichael resigned from our Board of Directors on October 2, 2009.

~~(incorporated~~Another byterm ~~reference~~of tothe ~~Current~~asset ~~Report~~purchase onagreement ~~Form~~between 8us and Boreal Energy Inc. provided that one of our Directors is entitled to vote one-Khalf ~~filed~~of ~~July~~our 13common shares received by Boreal Energy Inc. for a period of two years. The end of this two year term expired during fiscal year ending June 30, ~~2009)~~ 2010.

~~31.1 Certification~~Director ofIndependence ~~Principal Executive Officer/Principal Financial Officer pursuant to~~

~~Sarbanes~~We are not a listed issuer and thus not subject to any director independence requirements of any exchange or inter-~~Oxley~~dealer ~~Act~~quotation system. We believe, however, that a majority of ~~2002~~our ~~(filed~~Directors ~~herewith)~~are independent directors.

32Item 14.1 ~~Certification of~~ Principal ~~Executive~~Accounting ~~Officer/Principal~~Fees ~~Financial~~and ~~Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith).~~Services

~~Signatures~~Child, Van Wagoner & Bradshaw, PLLC has acted as our independent accounting firm for the fiscal years ended June 30, 2010 and 2009, including performing our audit for these two fiscal years and reviews our quarterly financial statements for this two year period. The aggregate fees billed by Child, Van Wagoner & Bradshaw, PLLC for these auditing and review services are as follows:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Fiscal 2010		Fiscal 2009
Audit and review fees	$	28,049	$	26,080
Audit-related fees		0		6,927
Tax fees		0		0
All other fees		0		0

	WIND ENERGY AMERICA INC.
Date: October 16 , 2009	By	/s/ Robert O. Knutson
		Robert O. Knutson, Managing Director/CFO

Our Audit Committee reviews and approves all audit and permissible non-audit services performed by our independent accounting firm. Incident to our review of non-audit fees and our appointment of Child, Van Wagoner & Bradshaw, PLLC as our independent accounting firm, our Board of Directors considered whether the provision of such services is compatible with maintaining independence.

~~Pursuant to~~PART ~~requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~IV

Date : October 16, 2009	Signature
	By	/s/ Robert O. Knutson
		Robert O. Knutson (principal executive officer) (principal financial officer)

Item 15. Exhibits, Financial Statements and Schedules

Date: October 16, 2009
	By	/s/ Robert A. Williams
		Robert A. Williams, Director

Our financial statements included in this annual report are included in a separate financial statement section at the end of this Annual Report on Form 10-K beginning at page F-1.

~~Date: October 16, 2009 By /s/ Donald Blakstad, Director~~22

~~Donald~~ ~~Blakstad,~~Table ~~Director~~of Contents

~~Date: October 16, 2009 By /s/~~Following ~~Constantine Buzunis,~~is ~~Director~~an Exhibit Index for the exhibits either filed with or incorporated by reference to this Annual Report on Form 10-K.

Constantine Buzunis, Director

Exhibit Index
3.1	Articles of Incorporation (incorporated by reference to registrant’s Annual Report on Form 10-KSB for year ended June 30, 1988).
3.2	Bylaws of registrant amended through January 12, 2004 (incorporated by reference to registrant’s Annual Report on Form 10-KSB for year ended June 30, 2004).
3.3	Amendment to Articles of Incorporation as of March 31, 2007 (incorporated by reference to registrant’s Current Report on form 8-K of April 5, 2007).
3.4	Amendment to Articles of Incorporation as of April 25, 2009 (incorporated. by reference to registrant’s Schedule l4C Information Statement filed March 20, 2009).
4.1	Specimen certificate representing registrant’s Common Stock (incorporated by reference to Exhibit 3(a) of Amendment No. 2 to registrant’s Form S-18 Registration Statement, File No. 2-71333C).
10.37	Warrant for Purchase of Grand Sierra Common Stock (incorporated by reference to registrant’s Current Report on Form 8-K filed May 15, 2006).
10.38	Asset Purchase Agreement between Dotronix, Inc. and Accelerated Drug Delivery, LLC (incorporated by reference to registrant’s Current Report on Form 8-K filed April 11, 2006).
10.39	Condominium Marketing Agreement between registrant and Grand Sierra Resort Corp. (incorporated by reference to registrant’s Annual Report on Form 10-KSB for year ended June 30, 2007).
10.40	Distribution Agreement for Spin-Off of subsidiary of registrant, PuraMed BioScience Inc., a Minnesota corporation (incorporated by reference to registrant’s Current Report on Form 8-K filed March 20, 2007).
10.41	Purchase Agreement between registrant and Northern Alternative Energy Shaokatan LLC (incorporated by reference to registrant’s Current Report on Form 8-K filed June 20, 2007).
10.42	Asset Purchase Agreement between registrant and Boreal Energy, Inc.(incorporated by reference to registrant’s Current Report on Form 8-K filed December 18, 2007).
10.43	Sale/Leaseback transaction for Midwest Wind Energy Center between registrant and Trident Holding Group Inc. (incorporated by reference to registrant’s Quarterly Report on Form l0-Q. filed February 20, 2009).
l0.44	Management consulting agreement between registrant and Donald Blakstad (incorporated by reference to Current Report on Form 8-K filed July 13, 2009).
31.1	Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification of Principal Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith).

~~Douglas W. Child, CPA~~23

~~Marty D.~~ ~~Van~~Table ~~Wagoner,~~of ~~CPA~~Contents

~~J. Russ~~ ~~Bradshaw, CPA~~Signatures

~~William R.~~Pursuant ~~Denney~~to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~CPA~~we have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Russell E. Anderson, CPA

	WIND ENERGY AMERICA INC.


Date: October 12, 2010	By	/s/ Melvin E. Wentz
		Melvin E. Wentz, President and Chief Executive Officer

~~Scott~~Pursuant Lto requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ~~Farnes~~

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	Signature

Date : October 12, 2010	By	/s/ Melvin E. Wentz
		Melvin E. Wentz (principal executive officer)

Date: October 12, 2010	By	/s/ Donald Blakstad
		Donald Blakstad, Director

Date: October 12, 2010	By	/s/ Constantine Buzunis
		Constantine Businis, Director

Date: October 12, 2010	By	/s/ Robert A. Williams
		Robert A. Williams, Director

Date: October 12, 2010	By	/s/ Brian P. Hill
		Brian P. Hill, Director

~~To The Board of Directors and Stockholders of~~24

~~Wind~~ ~~Energy~~Table ~~America,~~of ~~Inc.~~Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board of Directors and Stockholders of Wind Energy America, Inc. Eden Prairie, MN We have audited the accompanying consolidated balance sheets of Wind Energy America, Inc. (the “Company”) as of June 30, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years ended June 30, 2010 and 2009. 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 of America). 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Wind Energy America, Inc. as of June 30, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended June 30, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements referred to above have been prepared assuming the Company will continue as a going concern. As discussed in Note P to the consolidated financial statements, the Company has recurring losses and negative working capital. These factors raise substantial doubt that the Company will be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Child, Van Wagoner & Bradshaw, PLLC October 4, 2010 Salt Lake City, Utah

We have audited the accompanying consolidated balance sheets of Wind Energy America, Inc. (the “Company”) as of June 30, 2009 and 2008, and the related statements of operations, stockholders’ equity, and cash flows for the years ended June 30, 2009 and 2008. 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.25

We ~~conducted~~Table ~~our audits in accordance with the standards~~ of the Public Company Accounting Oversight Board (United States of America). 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Contents

InWIND ~~our opinion,~~ENERGY ~~the~~AMERICA ~~consolidated financial statements referred to above present fairly, in all material respects, the financial position of Wind Energy America, Inc~~INC. as of June 30, 2009 and 2008, and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

~~/s/ Child,~~CONSOLIDATED ~~Van~~BALANCE ~~Wagoner & Bradshaw, PLLC~~SHEETS

Child, Van Wagoner & Bradshaw, PLLC

	June 30
	2010			2009
ASSETS

Current Assets:
Cash	$	529,051		$	—
Accounts Receivable		18,625			—
Total Current Assets		547,676			—

Property, Plant & Equipment:
Wind Power Projects in Operation		4,050,199			—
Wind Power Projects Under Construction		5,297,603			8,397,815
Wind Power Projects In Development		43,504			464,347
Accumulated Depreciation		(75,554	)		—
Net Property, Plant & Equipment		9,315,752			8,862,162

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

Total Assets	$	16,363,428		$	15,377,162

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Checks Written in Excess of Cash in Bank Balances	$	—		$	5,110
Accounts Payable		194,564			45,498
Accrued Expenses		16,758			—
Accrued Interest		13,792			5,516
Convertible Notes Payable		84,800			131,152
Loans Payable on Projects - Current Portion		294,600			250,000
Total Current Liabilities		604,514			437,276

Loans Payable on Projects - Long-Term Portion		2,000,758			—
Sale/Leaseback Rent Accrual		293,333			117,333
Sale/Leaseback Deferred Gain		605,955			651,402
Total Liabilities		3,504,560			1,206,011

Stockholders’ Equity:
Preferred stock: no par value, authorized 10,000,000 shares, none issued		—			—
Common stock: $.05 par value, authorized 100,000,000 shares 61,160,581 and 54,696,165 shares outstanding as of June 30, 2010 and June 30, 2009, respectively		3,058,029			2,734,808
Additional paid-in capital		33,223,362			29,464,524
Accumulated deficit		(23,422,523	)		(18,028,181	)
Total Stockholders’ Equity		12,858,868			14,171,151

Total Liabilities and Stockholders’ Equity	$	16,363,428		$	15,377,162

~~October 16,~~See ~~2009~~accompanying notes to the consolidated financial statements

~~Salt Lake City, Utah~~26

~~1284 W.~~ ~~Flint~~Table ~~Meadow~~of ~~Dr. #D~~Contents

~~Kaysville,~~WIND ENERGY AMERICA INC. ~~Utah 84037~~CONSOLIDATED STATEMENTS OF OPERATIONS

Telephone 801.927.1337

	FOR THE YEAR ENDED
	June 30
	2010			2009

Revenue:
Revenue from Operating Wind Projects	$	42,142		$	—

Total revenues		42,142			—

Cost of Revenues:
Operating Expenses of Wind Projects		35,462			—
Depreciation and Amortization of Wind Projects		75,554			—

Total cost of revenues		111,016			—

Operating Expenses:
General & Administrative		1,632,576			527,343
Professional Fees		210,747			334,366
Management Fees		3,078,713			743,210
Depreciation and Amortization - Other		—			20,131

Total operating expenses		4,922,036			1,625,050

Net Operating Loss		(4,990,910	)		(1,625,050	)

Other Income and Expenses:
Impairment and Abandonment Expense		(498,515	)		(426,757	)
Interest Income		120,000			80,000
Rental Income		92,596			99,503
Amortization of Deferred Gain		45,446			30,298
Warrant & Debt Discount Expense		(47,255	)		(34,331	)
Interest Expense		(115,704	)		(13,138	)
Total Other Income and Expenses		(403,432	)		(264,425	)

Net Loss	$	(5,394,342	)	$	(1,889,475	)
Per Share Data:
Net Loss per Common Share	$	(0.09	)	$	(0.04	)
Weighted Average Shares Outstanding		59,673,200			50,938,797

~~Facsimile 801.927.1344~~See accompanying notes to the consolidated financial statements

~~5296 S. Commerce Dr. #300~~27

~~Salt Lake~~ ~~City,~~Table ~~Utah 84107~~of Contents

~~Telephone 801~~WIND ENERGY AMERICA INC.~~281.4700~~ CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended June 30, 2010 and 2009

Facsimile 801.281.4701

	Common Stock			Paid - In Capital			Accumulated Deficit			Total Equity
	Shares	Amount		Paid - In Capital			Accumulated Deficit			Total Equity

Balances at June 30, 2008	49,854,862	$	2,492,743	$	28,399,763		$	(16,138,706	)	$	14,753,800

Common stock issued for cash, @ $.75 per share	116,666		5,833		81,667			—			87,500
Common stock issued for cash, @ $.30 per share	204,900		10,245		51,000			—			61,245
Common stock issued for cash, @ $.15 per share	1,926,664		96,333		192,667			—			289,000
Common stock issued for cash, @ $.125 per share	1,730,000		86,500		129,750			—			216,250
Cashless exercise of warrants	429,073		21,454		(21,454	)		—			—
Common stock issued for note and interest	69,000		3,450		6,900			—			10,350
Common stock issued for compensation	365,000		18,250		96,750			—			115,000
Warrants issued for beneficial conversion feature on convertible notes	—		—		34,331			—			34,331
Warrants issued for compensation	—		—		493,150			—			493,150
Net loss for the year ended June 30, 2009	—		—		—			(1,889,475	)		(1,889,475	)
Balances at June 30, 2009	54,696,165		2,734,808		29,464,524			(18,028,181	)		14,171,151

Common stock issued for cash, @ $.125 per share	105,000		5,250		7,875			—			13,125
Common stock issued for cash, @ $.10 per share	5,068,700		253,435		253,360			—			506,795
Common stock issued for note and interest	753,216		37,661		58,256			—			95,917
Common stock issued for compensation	537,500		26,875		83,125			—			110,000
Warrants issued for beneficial conversion feature on convertible notes	—		—		47,255			—			47,255
Warrants issued for compensation	—		—		2,627,075			—			2,627,075
Options issued for compensation	—		—		609,612			—			609,612
Beneficial conversion feature on convertible notes	—		—		72,280			—			72,280
Net loss for the year ended June 30, 2010	—		—		—			(5,394,342	)		(5,394,342	)

Balances at June 30, 2010	61,160,581	$	3,058,029	$	33,223,362		$	(23,422,523	)	$	12,858,868

~~Suite~~See ~~B, 4F~~accompanying notes to the consolidated financial statements

~~North Cape Commercial Bldg.~~28

~~388~~ ~~King’s~~Table ~~Road~~of Contents

~~North~~WIND ENERGY AMERICA INC. ~~Point,~~CONSOLIDATED ~~Hong~~STATEMENTS ~~Kong~~OF CASH FLOWS

www.cpaone.net

	FOR THE YEAR ENDED
	June 30			June 30
	2010			2009
Cash flows used in continuing operations:
Net Loss:	$	(5,394,342	)	$	(1,889,475	)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of Deferred Gain		(45,447	)		—
Depreciation and Amortization Expense		75,554			20,130
Warrant and Debt Discount Expense		47,255			—
Warrants for Stock Issued for Compensation to Non-Employees		2,627,075			—
Stock Based Compensation to Non-Employees		110,000			33,000
Options Issued to Employees		609,612			—
Interest on Convertible Notes paid with Stock		1,765
Beneficial conversion feature on convertible notes		72,280
Impairment and Abandonment Expense		498,515			—
Changes in Operating Assets and Liabilities:
Increase in Accounts Receivable		(18,625	)		(227,771	)
Decrease in Checks Written in Excess of Cash in Bank		(5,110	)		—
Increase in Accounts Payable		149,066			74,157
Increase in Accrued Expenses		16,758			—
Increase in Accrued Interest		8,276			—
Increase in Sale Leaseback Rent Expense Accrual		176,000			—
Net Cash Used in Operating Activities		(1,071,368	)		(1,989,959	)

Cash Flows Used in Investing Activities:
Sale and Leaseback of Building		—			1,380,650
Proceeds from Mortgage Receivable		—			10,375
Cash grant from U.S. Treasury to reimburse asset purchase		1,131,579			—
Additions to Wind Power Projects Under Construction		(136,468	)		(1,104,441	)
Investments in Wind Power Projects In Development		(62,673	)		—
Net Cash Provided by (Used in) Investing Activities		932,438			286,584

Cash Flows Provided by Financing Activities:
Common Stock Issued for Cash		519,920			391,700
Payment of Convertible Debenture		(75,000	)		(15,000	)
Proceeds from Convertible Notes		122,800			10,000
Proceeds from Advances from Related Party		102,000			—
Repayment of Advances from Related Party		(102,000	)		—
Proceeds from Notes Payable on Projects		155,000			—
Payments of Notes Payable on Projects		(54,739	)		—
Net Cash Provided by Financing Activities		667,981			386,700

Net Increase (Decrease) in Cash and Cash Equivalents		529,051			(1,316,675	)

Cash and Cash Equivalents at Beginning of Period		—			97,459
Cash and Cash Equivalents at End of Period	$	529,051		$	(1,219,216	)

Supplemental Cash Flow Information:
Cash Paid During The Year Ended June 30, 2010 and 2009:
Interest Expense	$	53,418		$	9,291
Income Taxes	$	—		$	—
Stock Issued for Debt Payment	$	95,917		$	—
Loans Payable Assumed with Acquisition of LLC’s	$	1,695,097		$	—
Loan Payable Issued to Payoff Note Payable	$	250,000		$	—
Sale of Building for Mortgage Receivable	$	—		$	1,589,430

~~F-1~~ See accompanying notes to the consolidated financial statements

WIND ENERGY AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS		June 30, 2009		June 30, 2008
Current Assets:
	Cash	$	-	$	97,459
	Accounts Receivable – Affiliated Parties		-		27,867
Total Current Assets			-		125,326
Property, Plant and Equipment
	Building		-		1,992,905
	Land		-		320,000
	Equipment		8,260,295		6,771,600
	Accumulated Depreciation		-		-
Net Property, Plant and Equipment			8,260,295		9,084,505
Mortgage Receivable			1,600,000		-
Investments in Wind Energy Power Projects			5,342,103		5,275,375
Investment in Grand Sierra Resort Corporation			15,000		415,000
Total Assets		$	15,217,398	$	14,900,206
LIABILITIES AND EQUITY
Current Liabilities:
	Checks written in Excess of Cash in Bank	$	5,110	$	-
	Accounts Payable and Related Party Payable		40,498		11,146
	Accrued Liabilities		10,516		31,108
	Note Payable		107,236		10,000
	Convertible Notes		114,152		94,152
Total Current Liabilities			277,512		146,406
Sale/Leaseback Rent Accrual			117,333		-
Sale Leaseback Deferred Gain			651,402		-
Total Liabilities			1,046,247		146,406
Equity:
	Preferred Stock: no par value, authorized 10,000,000 shares, none issued		-		-
	Common Stock: $.05 par value, authorized 100,000,000 shares, 54,696,165 and 49,854,862 shares outstanding as of June 30, 2009 and June 30, 2008, respectively		2,734,808		2,492,743
	Additional Paid-in Capital		29,464,524		28,399,763
	Accumulated Deficit		(18,028,181)		(16,138,706)
Total Equity			14,171,151		14,753,800
Total Liabilities and Equity		$	15,217,398	$	14,900,206
See accompanying notes to the consolidated financial statements.

~~F-2~~ Table of Contents

WIND ENERGY AMERICA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30, 2009 and 2008
		2009		2008
Revenue:
	Rental Income	$	99,503	$	-
Expenses:
	General & Administrative		551,199		66,068
	Professional Fees		335,441		298,837
	Management Fees		738,410		569,034
	Impairment and Abandonment Expense		426,757		-
Total Expenses			2,051,807		933,939
Net Operating Loss			(1,952,304)		(933,939)
Other Income and Expenses:
	Interest Income		80,000		-
	Amortization of Deferred Gain		30,298		-
	Warrant and Debt Discount Expense		(34,331)		-
	Interest Expense		(13,138)		(3,560)
Total Other Income and Expenses:			62,829		(3,560)
Net loss		$	(1,889,475)	$	(937,499)
Per Share Data:
Net Loss per Common Share :		$	(0.04)	$	(0.03)
Weighted Average Shares Outstanding			50,938,797		33,322,696
See accompanying notes to the consolidated financial statements.

WIND ENERGY AMERICA INC.

~~F-3~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WIND ENERGY AMERICA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended June 30, 2009 and 2008
	Common Stock			Paid-In Capital		Accumulated Deficit
	Shares	Amount						Total Equity
Balances at June 30, 2007	15,764,843	$	788,242	$	16,972,388	$	(15,201,207)	$	2,559,423
Common stock issued for cash , @ $1.25 per share , net of commissions of $31,500	324,000		16,200		357,300		-		373,500
Common stock issued for cash , @ $.30 per share , conversion of warrant	100,000		5,000		25,000		-		30,000
Common stock issued for cash , @ $.75 per share , net of commissions of $20,073	735,986		36,801		495,118		-		531,919
Common stock issued for compensation , @ $.67 per share	75,000		3,750		46,250		-		50,000
Common stock issued for investment in Chi Energy Wind Farm valued at $.60 per share	4,000,000		200,000		2,200,000		-		2,400,000
Common stock issued for compensation , @ $.90 per share	85,000		4,250		72,250		-		76,500
Common stock issued in Boreal transaction @ $.32 per share	28,500,000		1,425,000		7,659,505		-		9,084,505
Common stock issued for cash , @ $.75 per share	270,033		13,500		189,023		-		202,523
Warrants issued for compensation , @ $.77 per share	-		-		382,929		-		382,929
Net loss for the year ended June 30, 2008	-		-		-		(937,499)		(937,499)
Balances at June 30, 2008	49,854,862		2,492,743		28,399,763		(16,138,706)		14,753,800
Common stock issued for cash , @ $.75 per share	116,666		5,833		81,667		-		87,500
Common stock issued for cash , @ $.30 per share	204,900		10,245		51,000		-		61,245
Common stock issued for cash , @ $.15 per share	1,926,664		96,333		192,667		-		289,000
Common stock issued for compensation	365,000		18,250		96,750		-		115,000
Common stock issued for cash , @ $.125 per share	1,730,000		86,500		129,750		-		216,250
Common stock issued for note and interest	69,000		3,450		6,900		-		10,350
Cashless exercise of warrants	429,073		21,454		(21,454)		-		-
Warrants issued for compensation	-		-		493,150		-		493,150
Warrants issued and beneficial conversion feature on convertible debt	-		-		34,331		-		34,331
Net loss for the year ended June 30, 2009	-		-		-		(1,889,475)		(1,889,475)
Balances at June 30, 2009	54,696,165	$	2,734,808	$	29,464,524	$	(18,028,181)	$	14,171,151
See accompanying notes to the consolidated financial statements.

Years Ended June 30, 2010 and 2009

~~F-4~~ A. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

WIND ENERGY AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Years Ended June 30, 2009 and 2008
		2009		2008
Cash Flows used in Operating Activities:
Net Loss		$	(1,889,475)	$	(937,499)
Adjustments to reconcile Net Loss to net cash used in Operating Activities
	Depreciation Expense		20,130		-
	Stock Warrants Issued for Compensation		493,150		382,929
	Non-Cash Interest Expense		3,847		-
	Warrant and Debt Discount Expense		34,331		-
	Impairment and Abandonment Expense		424,200		-
	Stock Issued for Services		115,000		126,500
	Amortization of Deferred Gain		(30,298)		-
Changes in Operating Assets and Liabilities:
	Decrease in Accounts Receivable		27,867		2,133
	Increase in Accounts Payable and Accrued Liabilities		127,706		42,082
Net Cash used in Operating Activities			(673,542)		(383,855)
Cash Flows used in Investing Activities:
	Purchase of Property and Equipment		(883,694)		-
	Proceeds from Sale of Fixed Assets		1,374,474		-
	Investments in Wind Energy Assets		(90,928)		(875,375)
Net Cash provided by (used in) Investing Activities			399,852		(875,375)
Cash Flows provided by Financial Activities:
	Proceeds from Sale of Common Stock		653,995		1,137,942
	Proceeds from Long-Term Convertible Notes		30,000		104,152
	Proceeds from Notes Payable		22,000		-
	Repayments of Notes Payable		(529,764)		-
Net Cash provided by Financing Activities			176,231		1,242,094
Net Increase (Decrease) in Cash and Cash Equivalents			(97,459)		(17,136)
Cash and Cash Equivalents at Beginning of Year			97,459		114,595
Cash and Cash Equivalents at End of Year		$	-	$	97,459
Supplemental Non Cash Flow Information:
Cash Paid During the Year for:
	Interest Expense	$	9,291	$	3,560
	Income Taxes	$	-	$	-
Acquisition of Fixed Assets with Note Payable		$	605,000	$	-
Common Stock issued for Cashless Exercise of Warrants		$	10,350	$	-
Common Stock issued for Wind Projects		$	-	$	11,484,505
See accompanying notes to the consolidated financial statements.

Company History

FWind Energy America, Inc. (formerly Dotronix, Inc), and (“the Company”), was founded in 1980 as a Minnesota corporation. Since 2007, we have focused our efforts entirely on the development and acquisition of wind energy assets for electric power production. As Dotronix, Inc., we designed, manufactured and marketed cathode ray tube (“CRT”) displays, which CRT business was discontinued in 2005 when it became unprofitable. In 2006 we acquired PuraMed products and created PuraMed BioScience, Inc. (“PuraMed”) as a subsidiary which was spun-5 off on April 12, 2007. PuraMed now trades separately as a publicly held company.

~~WIND ENERGY~~Consolidation ~~AMERICA INC.~~Policy

~~NOTES TO~~The ~~CONSOLIDATED~~consolidated ~~FINANCIAL~~financial ~~STATEMENTS~~statements include Wind Energy America Inc. and our wholly owned subsidiaries Northern Alternative Energy Shaokatan LLC (“Shaokatan”), NAE Shaokatan Power Partners LLC (“Power Partners”), Zachary Ridge LLC (“ZR”) and LJ Trust LLC (“LJT”), all being Minnesota limited liability companies. All liabilities incurred and activities in which Wind Energy America Inc. and our LLC subsidiaries are involved, have been conducted in the name of Wind Energy America Inc. through June 30, 2010.

~~Years Ended~~Shaokatan ~~June~~holds 30minority equity interests in three wind farms, ~~2009~~Shaokatan Hills, Lakota Ridge, and ~~2008~~a group of 16 small wind farms which are managed collectively and known as CHI Energy. These minority equity interests owned by Shaokatan will not materially participate in the revenues, liabilities, operations, or net income or loss of each particular wind farm LLC until the minority equity interest converts or “flips” into a material interest, and accordingly we had no material revenues or liabilities to consolidate regarding Shaokatan as of June 30, 2010.

APower Partners consists of a small wind farm currently in Lincoln County, Minnesota containing two wind turbines with a total 1. ~~NATURE OF~~6 ~~BUSINESS~~MW ~~AND~~capacity. ~~SUMMARY~~During ~~OF SIGNIFICANT ACCOUNTING~~the ~~POLICIES~~year ended June 30, 2010, 0.8MW of this wind farm was commissioned, and we expect the remaining 0.8MW to be commissioned during calendar year 2010.

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

~~Wind Energy~~ZR ~~America, Inc. (formerly Dotronix, Inc),~~ and ~~("the~~LJT ~~Company"),~~are ~~was~~two ~~founded in~~wind ~~1980~~farms aseach aconsisting ~~Minnesota corporation. Since 2007, the Company has focused its efforts entirely on the development and acquisition~~ of ~~wind~~one ~~energy assets for electric power production~~2.0MW Asturbine ~~Dotronix, Inc.,~~located ~~the~~in ~~Company~~Osceola ~~designed manufactured and marketed cathode ray tube ("CRT") displays~~County, ~~which~~Iowa. ZR ~~CRT business~~ was ~~discontinued~~commissioned induring ~~2005 when it became unprofitable. In 2006~~ the ~~Company~~year ~~acquired~~ended ~~PuraMed~~June ~~products and created PuraMed BioScience~~30, ~~Inc~~2010. We ~~(“PuraMed”)~~expect asLJT ato ~~subsidiary~~be ~~which~~commissioned ~~was~~during ~~spun-off on~~calendar ~~April~~year ~~12, 2007~~2010. ~~PuraMed now trades separately as a publicly held company.~~

~~Consolidation Policy~~30

~~The~~ ~~consolidated~~Table financial statements include the Company and its wholly owned subsidiary Northern Alternative Energy Shaokatan, LLC, a Minnesota limited liability company. (“NAE Shaokatan”). NAE Shaokatan holds the developer’s interest in two groups of wind farms, one group being two adjoining wind farms known as Shaokatan Hills LLC and Lakota Ridge LLC, and the other group being 16 small wind farms which are managed collectively and known as CHI Energy. These member interests do not participate in the revenues, operations, or net income of the particular wind farm LLCs until the developer’s interest converts or “flips” into a material interest. A detailed description of these developer’s interests owned by the Company is contained in Item 1 of the report on Form 10-K of which these financial statements are an integral part.Contents

~~Critical Accounting Estimates~~Reclassifications

~~The~~Certain ~~preparation~~prior ofperiod ~~financial~~amounts ~~statements in~~have ~~conformity~~been ~~with~~reclassified ~~accounting principles generally accepted in the United States requires management~~ to ~~make~~conform ~~estimates and~~with ~~assumptions that affect~~ the ~~reported~~current ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting~~ period presentation.

~~The Company’s~~Critical ~~investments are stated at the lower of cost or fair value in accordance with Statement of Financial~~ Accounting ~~Standards~~Estimates (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). The carrying value of the Company's investments in Grand Sierra Resort Corp. and its Wind Energy Assets are carried at cost.

~~F-6~~ The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Some significant estimates are the valuation or impairment of property and equipment, the valuation of warrants and options issued for compensation, and deferred income taxes.

~~Recent~~ Our investments are stated at the lower of cost or fair value in accordance with ASC 360, “Accounting ~~Pronouncements~~for the Impairment or Disposal of Long-Lived Assets” (ASC 360). The carrying value of our investments in wind energy assets are carried at cost.

~~SFAS 141(R)~~Cash Equivalents

~~In December~~We ~~20007~~consider ~~the~~all ~~FASB~~highly ~~issued~~liquid ~~SFAS~~debt ~~141~~instruments ~~(R)~~purchased ~~for~~with ~~acquiring~~a ~~companies~~maturity ~~in business combinations to recognize the assets acquired, the liabilities assumed and any non controlling interests~~ of ~~the~~three ~~acquiree~~months ~~at fair market value on the acquisition date. Acquisition costs are expensed in the period incurred~~ or ~~services~~ ~~are~~less ~~rendered. Income tax settlements are reflected as adjustments~~ to ~~goodwill~~be ~~prior~~cash ~~to the adoption of SFAS 141~~equivalents. Income tax settlements subsequent to the adoption of SFAS (141) shall impact income tax expense at the time of their reversal. SFAS 141 (R) is effective after December 15, 2008. The Company believes its accounting for the Boreal transaction complies with the provisions of SFAS 141.

~~SFAS~~Accounts ~~157~~Receivable and Allowance for Uncollectible Accounts

~~In September~~Accounts ~~2006,~~receivable ~~the~~are ~~FASB~~carried ~~issued~~at ~~SFAS No. 157,~~original ~~“Fair~~invoice ~~Value Measurements”~~amount ~~(“SFAS 157”).~~less ~~SFAS 157~~an ~~provides~~estimate ~~guidance~~made for ~~using~~doubtful ~~fair value~~receivables tobased ~~measure~~on ~~assets~~a ~~and~~review ~~liabilities.~~of ~~SFAS 157~~all ~~also~~outstanding ~~responds~~amounts ~~to investors’~~on ~~requests~~a periodic basis. We estimate an allowance for ~~expanded~~doubtful ~~information~~accounts ~~about~~by ~~the~~identifying ~~extent~~aged todelinquent ~~which~~accounts adetermined ~~company measures~~by ~~assets~~contractual terms and ~~liabilities~~by atusing ~~fair~~historical ~~value,~~experience. ~~the~~Accounts ~~information~~receivable ~~used~~are towritten ~~measure fair~~off ~~value,~~when ~~and~~deemed ~~the~~uncollectible. ~~effect~~Recoveries of ~~fair~~accounts ~~value~~receivable ~~measurements~~previously onwritten-off ~~earnings.~~are ~~SFAS 157 will~~recorded bewhen ~~effective~~received ~~for~~as a credit to the ~~Company’s~~allowance. ~~fiscal~~Based ~~year~~upon ~~beginning~~our ~~July 1,~~review ~~2008.~~of ~~The Company~~the ispayment ~~currently~~history ~~reviewing~~and the ~~effect~~current ~~SFAS 157~~credit ~~will~~ratings ~~have~~of onour ~~its financial~~customers ~~statements;~~who ~~however,~~are ~~energy~~investor ~~prices~~owned ~~which~~utilities ~~dictate~~with ~~the~~investment ~~costs~~grade ~~of competing~~debt ~~electrical~~ratings, ~~projects~~we ~~will~~believe ~~directly~~that ~~impact~~no ~~the~~reserve ~~fair~~is ~~market~~necessary ~~value~~for of our ~~Wind~~ ~~Energy~~outstanding ~~Assets~~accounts receivable at June 30, 2010.

~~In February~~Stock ~~2007,~~Options ~~the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets~~ and ~~Financial~~Warrants Liabilities, Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. SFAS 159 will be effective for the Company’s fiscal year beginning July 1, 2008. The Company is currently reviewing the effect SFAS 159 will have on its financial statements; however, it is not expected that it will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

~~SFAS 160~~In 2006, we adopted the fair value recognition provision which requires us to recognize in our financial statements the cost of employee or director or consulting services received in exchange for awards of equity instruments, based on the grant date fair value of those awards. We currently use the Black-Scholes option valuation model to calculate equity based compensation at the date of grant. The cost of these equity awards will be recognized over the period during which an employee, director or consultant is required to provide service in exchange for the award.

~~In December~~During ~~2007,~~ the ~~FASB~~year ~~issued~~ended ~~SFAS No. 160~~June 10, ~~“Noncontrolling Interests in Consolidated Financial Statements~~2010, anwe ~~Amendment~~issued ~~to ARB No. 51” (“SFAS 160”). Under the provisions of SFAS 160~~537,500 aunregistered ~~noncontrolling interest~~common inshares afor ~~subsidiary~~services, orof ~~minority~~which ~~interest~~450,000 ~~must~~shares bewere ~~classified~~issued ~~as equity and the amount of consolidated net income specifically attributable~~ to ~~the~~independent ~~minority interest~~directors ~~must~~for beserving ~~clearly~~on ~~identified~~our inBoard ~~the consolidated statement~~ of ~~operations. SFAS 160~~Directors ~~also requires consistency in the manner of reporting changes in the parent’s ownership interest~~ and ~~requires fair value measurement of any non controlling interest retained in a deconsolidation. SFAS 160 will be effective~~ for ~~the~~providing ~~Company’s~~management ~~fiscal~~and ~~year beginning~~financial ~~July 1~~services, ~~2009.~~and ~~As the~~87,500 ~~Company~~shares ~~has~~were noissued ~~revenue~~ to ~~date~~independent toconsultants ~~reflect~~ for ~~its~~consulting ~~interests,~~services. itThese istransactions ~~trying determining~~were ~~when~~recorded ~~the~~as ~~equity~~management ~~method,~~fees ifvalued ~~applicable, will~~at ~~apply~~$.10 to ~~the impact of the adoption of SFAS 160~~$.25 ~~The~~per ~~Company has ownership in several limited liability company wind farms~~share. ~~Most~~These ofawards ~~these LLC’s limit the participation~~ of ~~the developer-member~~shares indid ~~the~~not ~~revenues~~require orany ~~earnings~~additional ofperformance ~~the~~for ~~limited~~service ~~liability corporations until~~after the ~~non~~grant ~~developing~~date, ~~members~~therefore ~~have been paid back their investments. Based upon current projections~~ the ~~Company~~entire ~~will~~value ~~begin participating in the earnings~~ of ~~the~~these ~~LLC’s~~grants ~~in late 2010 and years thereafter. These LLC developer interests are currently reflected at their cost to the Company, whose acquisition price~~ was ~~largely~~recognized ~~determined~~during ~~via a discounted cash flow model of~~ the ~~value~~year ofended ~~the~~June ~~future~~30, ~~earnings of these LLC’s~~2010.

~~F-7~~31

~~SFAS~~ ~~161~~Table of Contents

In ~~May~~ July 2009, we granted a five-year warrant to our Chairman of the ~~FASB~~Board ~~issued~~to ~~SFAS~~purchase ~~161~~1,000,000 ~~which~~shares ~~establishes~~of ~~disclosure~~our ~~and~~common ~~accounting requirements~~stock ~~for~~at ~~subsequent~~an ~~events~~exercise ~~occurring~~price of $.25 per share. This warrant does not require any additional performance for service after the ~~balance~~grant ~~sheet~~ date, ~~but before~~therefore the ~~financial~~entire ~~statements~~value ~~are~~of ~~issued.~~this ~~The~~grant ~~Company~~was ~~has~~recognized ~~been~~during ~~in compliance with~~ the ~~provisions~~year ofended ~~SFAS~~June ~~161~~30, 2010.

~~FSP~~In ~~107-1~~September &2009, ~~SFAS 157~~we granted five-4year warrants to three directors, two former directors and a former executive officer to purchase a total of 18,750,000 shares of our common stock at an exercise price of $.20 per share. These warrants do not require any additional performance of service after the grant date, therefore the entire value of these grants were recognized during the year ended June 30, 2010.

InDuring ~~April 2009,~~the ~~The~~year ~~FASB~~ended ~~approved~~June ~~FSP~~30, ~~107-1~~2010, ~~and~~we ~~SFAS~~granted ~~157~~five-4year ~~for~~warrants ~~interim~~to ~~and~~an ~~annual~~unaffiliated ~~periods after~~lender ~~June~~to ~~15,~~purchase ~~2009. This~~a ~~FSP~~total ~~requires~~of ~~public~~125,000 ~~companies~~shares toof ~~provide~~our ~~more frequent~~common ~~disclosures~~stock ~~about~~at ~~the~~an ~~fair~~exercise ~~market~~price ~~value~~ of ~~their~~$.20 ~~financial~~per ~~instruments~~share. ~~The~~ ~~Company~~Also, ~~has~~during nothe ~~hedges,~~year ~~derivative~~ended ~~instruments,~~June ~~swaps~~30, ~~collars~~2010, ~~power generation~~we orgranted ~~other~~five ~~financial~~year ~~instruments~~warrants ~~which~~to ~~would~~an ~~require~~unaffiliated ~~mark~~lender to ~~market accounting.~~purchase ~~SFAS~~a ~~157-4~~total ~~amends~~of ~~SFAS~~800,000 ~~157~~shares ~~and~~of ~~utilizes~~our acommon ~~two~~stock ~~step~~at ~~model for determining whether~~ an ~~asset~~exercise isprice ~~active~~of ~~and~~$.25 ifper ~~inactive, is it involved in a distressed transaction~~share. These ~~Disclosure~~warrants ~~requirements~~were ~~involve~~fully ~~details~~vested ofon the ~~valuation techniques~~grant ~~utilized.~~date, ~~Until~~therefore the ~~Company~~entire ~~matures~~value inof ~~size,~~these ~~and~~grants ~~utilize~~were ~~more~~recognized ~~complex financial~~during ~~models,~~the ityear ~~will~~ended ~~most~~June ~~likely~~30, ~~not be impacted by these standards~~2010.

~~Cash Equivalents~~On November 11, 2009 we awarded stock options to our Chief Executive Officer and Chief Development Officer, both of whom had been appointed to our Board of Directors on October 2, 2009. We also awarded stock options to our Chief Financial Officer. Each of these three officers received 6,805,612 options which carry an exercise price of $0.20 per share, which was our closing stock price on the grant date. Twenty percent of these options vest on the grant date. The remaining eighty percent of these options become exercisable ratably over a 48-month period starting on the grant date. These options expire at the end of five years. Since these options have a service requirement, the cost of these options will be recognized on the same basis as their vesting schedule described above.

~~The Company considers all highly liquid debt instruments purchased with a maturity of three months~~Property, ~~included~~Plant ~~but~~and ~~not~~Equipment ~~limited~~and toDepreciation ~~its corporate checking account, or less to be cash equivalents.~~Expense

~~Stock Options~~Property, plant and ~~Warrants~~equipment are stated at cost, less proceeds received under the American Recovery and Reinvestment Act of 2009 Sec. 1603 Cash Grant program, less accumulated depreciation. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures are expensed as incurred. Wind energy project equipment and related assets are depreciated over their estimated useful lives of 20 years on a straight-line basis.

~~The Company~~Construction ~~did~~in ~~not~~progress ~~issue~~expenditures, ~~any~~insurance, ~~stock~~interest ~~options~~and inother ~~the~~costs ~~fiscal~~related ~~years~~to ~~ending~~construction ~~June~~activities 30are ~~2009 and 2008~~capitalized. ~~Stock~~As ~~warrants~~each ~~were~~project ~~issued~~begins ~~for~~commercial ~~compensation~~operations, construction in ~~the~~progress ~~amount~~is ofreclassified ~~$493,150 and~~to ~~$382~~property,~~929~~ inplant ~~fiscal~~and ~~2009~~equipment and ~~2008~~depreciated ~~respectively~~over the estimated useful lives of the underlying assets.

Depreciation ~~Expense~~ expense was also recorded on our books during fiscal year 2008 related to the building (Midwest Center for Wind Energy) which was sold in a sale-leaseback transaction in November, 2008. We depreciated the building on the straight line method over 40 years during its ownership.

The majority of the Company’s assets have not been placed in service as of June 30, 2009 and therefore have not been depreciated. The only depreciation expense recorded on the Company’s books related to the building ( Midwest Wind Energy Center) which was sold in a sale-leaseback transaction in October, 2008. The Company depreciated the building on the straight line method over 40 years during its ownership.32

~~F-8~~ Table of Contents

Impairment Expense

~~The Company~~We ~~reviews~~review ~~its~~our assets on at least an annual basis for potential economic impairment. As ~~the~~a ~~majority~~portion of ~~the~~our ~~Company’s~~ assets have not been placed in service as of June 30, ~~2009~~2010 itwe must evaluate the remaining costs to complete the projects as well as the currently capitalized costs. ~~The~~Our ~~Company’s~~ wind assets, when completed, have a megawatt generating capacity which determines their current economic value. This value is generally determined via a discounted cash flow analysis of the future electric revenues, net of the costs of operating the wind turbines. During ~~The~~the ~~Company~~year ~~believes~~ended ~~its~~June 30, 2010 we recognized an impairment expense of $498,515. This charge was to reduce the carrying value on our books to zero of the capitalized development costs of Averill Wind LLC, Zulu Wind LLC, NAE Allendorf, NAE Sibley, Sibley Hills, Henry Hills, French Lake, in addition to the investment in Grand Sierra Resort Corp. Henry Hills is not the Osceola County, Iowa 4.0MW project which was referred to as “Henry Hills 4MW” in previous filings, but rather was intended to be an expansion project adjacent to the Osceola County, Iowa 4.0MW project. The impairment expense was recognized as we believe that it is unlikely that we will develop these projects or that any amount could be realized by the potential sale of these projects and assets. Other than these impairments recognized, we believe our wind assets can be completed at costs that are less than their current economic value. Wind assets that generate electricity can generally be sold in a marketplace based upon their discounted cash flows.

The ~~Company~~ ~~recorded~~4.0 aMW ~~$400~~project in Osceola County,~~000~~ ~~impairment~~Iowa, ~~charge~~has carrying value on our books for ~~its~~$6.5MM. This ~~Grand~~carrying ~~Sierra~~value ~~Resort investment~~has ~~which~~been isreduced ~~involved~~by inthe $1.1MM proceeds of the ~~commercial~~cash ~~real~~grant ~~estate~~received ~~development~~under Sec. 1603 of the American Recovery and ~~gaming~~ ~~industries~~Reinvestment inAct ~~Reno,~~(“ARRA”) ~~Nevada,~~of ~~due~~2009 for the 2.0MW of this project which has been placed into service. We also expect to ~~deteriorating~~receive ~~economic~~another ~~conditions~~$1.2 ~~in both~~under ~~industries~~the same program when we commission the remaining 2. ~~The~~0MW, ~~Company~~which ~~also~~we ~~abandoned~~expect ato ~~wind~~occur ~~energy~~in ~~project~~calendar ~~with~~year ~~a capitalized~~2010. This ~~cost~~will reduce the carrying value of the entire 4.0MW project to under $~~26,757in~~5MM. We have compared this projected carrying amount to the ~~fiscal~~projected ~~year~~cash ~~end~~flows produced by this project and we believe there has not been any impairment of this project as of June 30, ~~2009~~2010.

~~Fair Value~~The 1.6 MW project in Lincoln County, Minnesota has carrying value on our books for $2.8MM. We also expect to receive $0.8MM under ARRA when we complete commissioning the project, which we expect to occur in calendar year 2011. This will reduce the carrying value of ~~Financial~~the ~~Instruments~~entire 1.6MW project to approximately $2MM. We have compared this projected carrying amount to the projected cash flows produced by this project and we believe there has not been any impairment of this project as of June 30, 2010.

~~Cash~~The Shaokatan Hills, ~~receivables~~ Lakota Ridge and CHI Energy wind farms have a combined carrying value on our books of $4.9MM. We have only a negligible revenue or profit sharing percentage interest until the ownership of the minority equity interests convert into 80% ownership of SH and LR. We will not begin to receive any material revenues until the CHI Energy wind farms “flip” which we estimate will begin happening during the fourth quarter of calendar year 2010, ~~accounts~~after ~~payable~~which our revenue interest will convert to 30% and ~~accrued~~eventually ~~liabilities~~to 49% when certain debt on the wind farms is satisfied. We measure any possible impairment of these assets using reasonable “present value” determinations based on projected future revenues from them after they “flip” and are ~~carried~~converted to substantial ownership interests. Our estimated present values for these developer’s stake assets as of June 30, 2010 was at ~~amounts that~~least ~~reasonably~~equal ~~approximate~~to their ~~fair~~aggregate ~~value~~cost ~~due~~to us as stated in our financial statements. Accordingly, we have not recognized any impairment to ~~the~~their ~~short-term~~cost ~~nature~~basis value as of ~~these~~ ~~amounts~~June 30, 2010.

~~The carrying~~In ~~value~~the isfiscal ~~reviewed~~year ~~periodically~~ended orJune ~~when~~30, ~~factors~~2009 ~~indicating~~we ~~impairment are~~recorded ~~present.~~a ~~The~~$400,000 impairment ~~loss~~charge isfor ~~measured~~our asGrand ~~the~~Sierra ~~amount~~Resort byinvestment which ~~the~~is ~~carrying value~~involved ofin the ~~assets~~commercial ~~exceeds~~real ~~the~~estate ~~fair~~development ~~value~~and ofgaming ~~the~~industries ~~assets~~in Reno, Nevada, due to deteriorating economic conditions in both industries. In that year we also abandoned a wind energy project with a capitalized cost of $26,757.

~~Loss per common share~~33

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

~~Reclassifications~~Fair Value of Financial Instruments

~~Certain reclassifications~~Cash, ~~were~~receivables, ~~made~~accounts topayable ~~the~~and ~~2008~~accrued ~~consolidated~~liabilities ~~financial~~are ~~statements~~carried ~~to conform~~at amounts that reasonably approximate their fair value due to the ~~current~~short-term ~~year~~nature ~~format~~of these amounts.

BThe carrying value is reviewed periodically or when factors indicating impairment are present. ~~WIND ENERGY~~ ~~OPERATIONS~~The impairment loss is measured as the amount by which the carrying value of the assets exceeds the fair value of the assets.

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

~~F-9~~Revenue generated is primarily through the sale of electricity in accordance with power purchase agreements we have been executed with investor owned utilities. In January 2010, we began generating and selling electricity from our Zachary Ridge 2.0MW project in Osceola County, Iowa and in March 2010 we began generating and selling electricity from 0.8MW of our 1.6MW project in Lincoln County, Minnesota. Revenue related to the sale of electricity is recorded based upon electricity output delivered at rates specified under relevant contract terms in accordance with our power purchase agreements.

InLoss ~~early 2007,~~per ~~the~~common ~~Company~~share purchased a $200,000 equity interest in Averill Wind, LLC. a Minnesota company. Averill is a 10 megawatt (10,000 kilowatts) wind farm near Fargo/Moorhead, Minnesota, a region of the country that is favorable for electricity generation through wind power. Management of the Company has been in discussion with the principal equity owners of Averill regarding possible financing and development of Averill.

InBasic ~~May 2007,~~loss ~~the~~per ~~Company, invested~~common ~~$50,000~~share inis ancomputed ~~Interconnection~~by ~~System Impact~~dividing ~~Study~~net toloss ~~potentially~~by ~~connect~~the ~~300~~weighted MWaverage ~~(megawatts)~~number of ~~wind~~common ~~generated electricity~~shares tooutstanding. ~~Excel~~Diluted ~~Energy’s~~loss ~~ZULU~~per ~~substation~~common inshare ~~southeast~~is ~~Lincoln~~not ~~County~~shown, ~~Minnesota.~~ ~~The~~as ~~Company~~the ~~must~~exercise ~~supply 50%~~ of ~~the~~stock ~~capital~~options toand ~~become~~warrants anusing ~~equal partner in~~ the ~~proposed~~treasury ~~300~~stock MWmethod ~~wind~~are ~~farm.~~dilutive ~~This~~to ~~ZULU~~the ~~wind~~computation ~~farm~~of ~~cannot~~loss beper ~~developed until a planned large power transmission line is completed from Minneapolis to Buffalo Ridge~~share.

OnMaterial August 30, 2007, the Company purchased wind energy assets from Northern Alternative Energy, Inc., for $2.3 million in cash. These wind energy assets consist of a LLC which owns the developer’s stake in two wind farms on Buffalo Ridge in Lincoln County MN. Buffalo Ridge in southwestern Minnesota is a prime wind regime in the USA for efficient generation of electricity from wind power turbines, and is well-known in the alternative energy industry for its high and consistent wind speeds.Contingencies

~~Known~~We ~~as Shaokatan~~are ~~Hills~~a ~~and~~named ~~Lakota~~defendant ~~Ridge,~~in ~~these~~a ~~two~~lawsuit ~~wind~~filed ~~farms~~in ~~contain~~the 33English ~~modern~~courts ~~wind turbines~~by ~~having~~ a ~~total~~vendor ~~rated~~of ~~power~~Boreal ~~capacity~~Energy, ofInc. The 23vendor ~~megawatts~~asserts ~~(23~~that since we purchased assets from Boreal,~~000 kilowatts). Company~~ ~~has~~that ~~only~~we aassumed ~~negligible~~their ~~revenue~~liabilities oras ~~profit~~well. We ~~sharing percentage~~maintain ~~interest~~that ~~until~~we purchased only the ~~ownership~~assets of Boreal and not the ~~developer’s~~shares ~~stake~~of ~~converts~~Boreal, ~~into 80%~~therefore, ~~ownership~~we did not assume any liabilities of ~~the~~Boreal. We ~~two~~believe ~~wind~~this ~~farms~~lawsuit is without merit and are vigorously defending our position. We ~~Over~~cannot predict the ~~past~~timing ~~few~~or ~~years,~~outcome ~~these~~of 33this ~~turbines~~ lawsuit and whether it will have ~~generated~~a ~~electricity~~material atimpact anon ~~average~~our ~~annual~~financial ~~rate~~position. We ofhave ~~68,300,000~~not ~~kilowatt hours~~reserved ~~(kwhrs)~~any amounts for this potential liability.

InWe ~~2007 the~~have ~~Company~~been ~~also~~contacted ~~completed~~by ~~acquiring~~Mr. ~~the~~Gregory ~~developer’s~~Jaunich ~~stake~~ in ~~CHI~~his ~~Energy,~~own ~~a group~~capacity ofand 16as ~~separate~~manager ~~small~~and ~~wind~~the ~~farms~~trustees of ~~which~~certain ~~are~~sellers ~~managed~~of ~~and~~Northern ~~maintained collectively~~Alternative ~~and~~Energy ~~contain~~Shaokatan 46LLC, ~~modern~~Shaokatan ~~wind~~Hills ~~turbines~~LLC, ~~having~~Lakota aRidge ~~total~~LLC, ~~rated~~the ~~power capacity~~sixteen ofCHI ~~30.36~~Energy ~~megawatts.~~wind ~~Virtually~~farms, ~~all~~Zachary ofRidge ~~these~~LLC ~~CHI~~and ~~Energy~~LJ ~~wind~~Trust ~~farms~~LLC. The sellers are ~~located~~ oneither ~~Buffalo~~in ~~Ridge~~state inreceivership ~~Lincoln~~or ~~County~~Federal ~~MN,~~bankruptcy and ~~for~~their assets are under the ~~past~~control ~~several~~of ~~years they~~the ~~have~~trustees. We ~~generated~~are ~~electricity~~preparing atto anfile ~~average~~a ~~annual~~lawsuit ~~rate~~against ofthe ~~93,000,000~~receiver ~~kilowatt hours~~to ~~(kwh).~~release ~~The~~its ~~Company~~claims ~~will~~on ~~not~~our ~~begin~~assets. We tocannot ~~receive~~predict ~~any~~the ~~material~~timing ~~revenues~~or ~~until they~~outcome ~~“flip”~~of ~~which~~this ~~the~~matter ~~Company~~and ~~estimates~~whether it will ~~begin~~have ~~happening~~a ~~during~~material ~~2010,~~impact ~~after which~~on ~~the~~our ~~Company’s~~financial ~~revenue~~position. We ~~interest~~have ~~will~~not ~~convert~~reserved toany ~~30%~~amounts ~~and~~for ~~eventually~~this topotential ~~49% when~~liability ~~certain~~nor ~~debt~~recognized any impairment on the ~~wind~~assets ~~farms~~in ~~is satisfied~~question.

~~Incident to~~The anmajority ~~exchange~~owners of ~~assets~~Shaokatan byHills ~~Boreal~~LLC, ~~for~~Lakota ~~its~~Ridge ~~interest~~LLC inand ~~Navitas~~the sixteen CHI Energy ~~Inc~~wind farms had formerly advised us that they believe they must provide consent to us to acquire a minority interest in these entities, and that they have not provided us with that consent. We maintain that their consent is not required and that we are the ~~Company~~ ~~acquired~~rightful owners of our minority interests in these ~~exchanged~~entities. After providing the majority owners with the documentation showing our valid and legal acquisition of the assets and the evidence of complete payment in either stock or cash, the ~~Boreal~~majority ~~asset~~owners ~~purchase transaction. In~~are now prepared to accept our ownership provided the ~~exchange~~Bankruptcy Trustee and Court in the ~~Company~~matter ~~received~~of ~~two~~Gregory ~~turbines~~Jaunich’s ~~and related~~bankruptcy ~~electric~~petition ~~generating~~have ~~equipment~~no ~~with~~further claims. We are prepared to a ~~four~~file ~~megawatt~~a ~~capacity~~lawsuit inagainst ~~Sibley County,~~the ~~Iowa~~majority ~~valuated~~owners atof ~~$4,752,000,~~these ~~two turbines~~projects to establish our minority ownership position should they not agree with 1the our position.7 We ~~megawatts~~cannot ~~capacity~~predict the timing or outcome of this matter and ~~electric~~whether ~~generating~~it ~~equipment~~will ~~in Lincoln~~have ~~County,~~a ~~Minnesota~~material ~~valuated~~impact aton ~~$2,019,600~~our financial position. We have not reserved any amounts for this potential liability nor recognized any impairment on the assets in question.

~~F-10~~34

~~Other~~ ~~assets~~Table ~~transferred include 160 acres~~ of land in Lincoln County, Minnesota valued at $320,000 a building with repair facilities and eight motel rooms, a large meeting room, offices, valued at $1,992,905. The remaining value of $583,250 was assigned to a 100 megawatt project in the preliminary engineering phase referred to as the Viking Wind Energy Project in Martin County, Minnesota.Contents

~~The Company~~We ~~reallocated~~have ~~the~~been ~~value~~threatened ofwith ~~$11,287,250~~a inlawsuit ~~Navitas~~from ~~Energy~~a ~~stock~~financial ~~ownership originally~~services ~~assessed~~vendor to ~~Boreal~~us ~~Energy~~when our name was Dotronix, Inc. The ~~asset~~vendor, ~~acquisition~~Marquette Avenue Securities, is claiming that we owe them compensation under an agreement signed April 26, 2006. Marquette is apparently owned by Isaac Sibley and Darrel Kluge. Mr Kluge is a former officer of the Company and both Kluge and Sibley were involved with the Company in the past by bringing investors to the ~~assets received~~Company ~~above~~through private placement stock sales. ~~The~~We ~~exchange~~contend that Marquette has ~~been~~not ~~reflected~~provided onany valuable services to us and that we do not owe them anything. We cannot predict the ~~Company’s June~~ ~~30,~~timing ~~2008~~or ~~balance sheet~~outcome of this lawsuit and whether it will have a material impact on our financial position. We have not reserved any amounts for this potential liability.

~~The carrying~~B. WIND ~~values~~ENERGY ~~of the Wind Energy Assets are summarized as follows:~~OPERATIONS

Asset Description	2009	2008
Developers Interest in LLC and Other Entities
Lakota Ridge LLC-Lincoln County, Minnesota	$ 1,134,963	$ 1,134,963
Shaokatan Hills LLC- Lincoln County, Minnesota	1,134,963	1,134,963
Chi Wind Farms LLC- Lincoln County, Minnesota	2,630,074	2,630,074
Averill Wind LLC- Fargo , North Dakota	276,275	251,175
Great Plains Wind LLC- Sibley County Iowa (abandoned in 2009)	-	24,200
French Lake -Lincoln County, Minnesota	10,000	-
Sibley Hills LLC, NAE SPP, NAE Allendorf	55,828	-
Zulu Wind LLC- Lincoln County, Minnesota	100,000	100,000
Subtotal producing LLC investments	5,342,103	5,275,375
Wind Turbines to be Commissioned
Henry Hills 4 Megawatts- Sibley County, Iowa	5,704,865	4,752,000
Midwest Energy Center -1.7 Megawatts Lincoln County, Minnesota	2,555,430	2,019,600
Subtotal Wind Turbines to be Commissioned	8,260,295	6,771,600
Real Property
Buildings -Midwest Wind Energy Center - Lincoln County, Minnesota	-	1,992,905
Land- 160 acres- Lincoln County, Minnesota	-	320,000
Subtotal Real Property	-	2,312,905
Total Wind Energy Assets	$ 13,602,398	$ 14,359,880

In early 2007, we purchased a minority equity interest in Averill Wind, LLC, a Minnesota company, for $200,000. Averill was intended to be a 10MW wind farm near Fargo/Moorhead, Minnesota, a region of the country that is favorable for electricity generation through wind power. In the fiscal year ended June 30, 2010 we recognized an impairment expense and wrote the carrying value of this project on our books to zero as we believe it is unlikely we will realize any value from this project.

~~F-11~~In May 2007, we invested $100,000 in an Interconnection System Impact Study to potentially connect 300MW of wind generated electricity to Excel Energy’s ZULU substation in southeast Lincoln County, Minnesota. We must supply 50% of the capital to become an equal partner in the proposed 300MW wind farm. This ZULU wind farm cannot be developed until a planned large power transmission line is completed from Minneapolis to Buffalo Ridge. In the fiscal year ended June 30, 2010 we recognized an impairment expense and wrote the carrying value of this project on our books to zero as we believe it is unlikely we will realize any value from this project.

~~C. PuraMed BioScience~~During the second half of calendar 2007, we purchased from Northern Alternative Energy Inc. its subsidiary Northern Alternative Energy Shaokatan LLC (“Shaokatan”), which we paid for in two portions; $2,300,000 in cash for a minority equity interest two wind farms in Minnesota called Shaokatan Hills and Lakota Ridge, and $200,000 in cash and 4,000,000 shares of our common stock valued at $.60 per share for a minority equity interest in a group of 16 small wind farms collectively known and managed as CHI Energy. These three wind farms lie on Buffalo Ridge, which is in southwestern Minnesota and which contains a prime wind regime in the USA for efficient generation of electricity from wind power turbines, and is well-known in the alternative energy industry for its high and consistent wind speeds. Together, Shaokatan Hills and Lakota Ridge, contain 33 modern wind turbines having a total rated power capacity of 23MW. We have only a negligible revenue or profit sharing percentage interest until the ownership of the minority equity interests convert into 80% ownership of the two wind farms. Over the past few years, these 33 turbines have generated electricity at an average annual rate of 68,300,000 kilowatt hours (kwh). CHI Energy is 16 separate small wind farms which are managed and maintained collectively and contains 46 modern wind turbines having a total rated power capacity of 30.36MW, and for the past several years they have generated electricity at an average annual rate of 93,000,000 kilowatt hours (kwh). We will not begin to receive any material revenues until they “flip” which we estimate will begin happening during the fourth quarter of calendar year 2010, after which our revenue interest will convert to 30% and eventually to 49% when certain debt on the wind farms is satisfied.

~~PuraMed~~In ~~BioScience~~February 2008, we purchased various wind energy assets from Boreal Energy Inc. (“Boreal”) for 28,500,000 of our common shares. Push down accounting was utilized to value the tangible assets of Boreal at a market value of $9,084,505. The major tangible asset of Boreal was its minority equity interest in Navitas Energy, Inc., and incident to the purchase of Boreal assets, this investment in Navitas was exchanged for assets of Navitas. In exchange for the minority interest in Navitas we received two turbines and related electric generating equipment with a 4.0MW capacity in Osceola County, Iowa valued at $4,752,000, and two turbines with 1.6MW capacity and electric generating equipment in Lincoln County, Minnesota valued at $2,019,600, one-hundred and sixty acres of land in Lincoln County, Minnesota valued at $320,000, a building with repair facilities and eight motel rooms, a large meeting room, and offices valued at $1,992,905. The principal Boreal shareholders have since liquidated a majority of our common shares they obtained when the Boreal assets were sold to us, and they are no longer involved with us and our business. We did not absorb the personnel or operations of Boreal in the transaction, nor did we assume any liabilities of Boreal.

On April 12, 2007, the Company spun-off PuraMed BioScience, Inc. on the basis of 1 share PuraMed BioScience, Inc. per every 5 shares of Wind Energy America, Inc. A total of 2,174,989 shares of PuraMed BioScience, Inc. were distributed to Wind Energy America, Inc. shareholders in October. 2007. PuraMed stock trades separately on the OTC market under the symbol PRMD.35

~~D. REAL~~ ~~ESTATE~~Table ~~VENTURE~~of ~~– GRAND SIERRA RESORT CORP~~Contents

The ~~Company~~ ~~purchased~~carrying ~~1,037,500~~values ~~shares~~ of ~~common stock of Grand Sierra Resort Corp., for $415,000, resulting in an ownership interest of slightly less than 1%. Grand Sierra is a private company incorporated in~~ the ~~State~~Wind ~~of Nevada. The~~Energy ~~Company~~Assets ~~accounted~~are ~~for~~summarized ~~its~~as investment using the cost method. The Company recorded an impairment expense of $400,000 during the current fiscal year based upon declines in values in real estate and the gaming industry. The reduced carrying value at June 30. 2009 is $15,000.follows:

E. FUTURE EXPANSION

	June 30
	2010			2009
Wind Power Projects in Operation:
2.0MW, Zachary Ridge LLC - Osceola County, Iowa	$	3,771,929		$	—
Less:
ARRA Sec. 1603 Cash Grant		(1,131,579	)		—
Accumulated Depreciation		(55,007	)		—
		2,585,343			—

0.8MW, NAE Shaokatan Power Partners LLC (“S1”) - Lincoln County, Minnesota		1,409,848			—
Less:
Accumulated Depreciation		(20,546	)		—
		1,389,302			—
Total Wind Power Projects in Operation		3,974,645			—

Wind Power Projects Under Construction:
2.0MW, Zachary Ridge LLC - Osceola County, Iowa		—			2,932,315
0.8MW, NAE Shaokatan Power Partners LLC (“S1”) - Lincoln County, Minnesota		—			1,284,233
2.0MW, LJ Trust LLC - Osceola County, Iowa		3,884,916			2,932,315
0.8MW, NAE Shaokatan Power Partners LLC (“S2”) - Lincoln County, Minnesota		1,412,687			1,284,233
Total Wind Power Projects Under Construction		5,297,603			8,433,096

Wind Power Projects In Development:
Weston Wind I LLC - Weston County, Wyoming		34,298			—
Grosser Mountain Wind I LLC - Dauphin County, Pennsylvania		7,599			—
Viking Wind - Martin County, Minnesota		1,606			—
NAE Sibley, Sibley Hills, NAE Allendorf - Iowa		—			42,791
Averill Wind, LLC - Minnesota		—			276,275
French Lake -Minnesota		—			10,000
ZULU Wind LLC - Minnesota		—			100,000
Total Wind Power Projects in Development		43,504			429,066

Investments in Operating Wind Power Projects:
Shaokatan Hills LLC		1,134,963			1,134,963
Lakota Ridge LLC		1,134,963			1,134,963
CHI Wind Farms LLC		2,630,074			2,630,074
Total Investments in Operating Wind Power Projects		4,900,000			4,900,000

Total Wind Energy Assets	$	14,215,752		$	13,762,162

At September 16, 2009, the Company had working capital of approximately $ 30,000 and has funded its investments through the sale of unregistered common stock. If the Company cannot obtain substantial working capital through common stock sales or other sources, it would be forced to curtail its future planned business expansion. The Company is seeking joint venture partners and the sale of a portion of its development interests to fund the remaining balance of its Wind Energy Projects.36

~~G. SALE~~ Table OFof ~~UNREGISTERED SECURITIES~~Contents

OnC. PuraMed ~~April 1,~~BioScience ~~2009, the Company issued 69,000 unregistered common shares to pay a $10,000 note and accrued interest of $350~~Inc.

~~From~~ On April 112, ~~2009~~2007, ~~through~~we ~~June~~spun-off 30PuraMed BioScience, ~~2009~~Inc. on the ~~Company~~basis ~~sold~~of 1 share PuraMed BioScience,~~730~~ Inc. per every 5 shares of Wind Energy America,~~000~~ ~~unregistered common~~Inc. A total of 2,174,989 shares atof $PuraMed BioScience, Inc.~~125~~ ~~per~~were ~~share~~distributed ~~resulting~~to Wind Energy America, Inc. shareholders in ~~proceeds~~October. of2007. ~~$216,250~~PuraMed stock trades separately on the OTC market under the symbol PMBS.OB.

~~From October 1, 2008 through March 31, 2009 the Company sold 1,926,665 unregistered common shares at $~~ D.15 REAL ~~per~~ESTATE ~~share~~VENTURE ~~resulting~~– inGRAND ~~proceeds~~SIERRA ofRESORT ~~$289,000.~~CORP

~~From September~~In 2006, we purchased for $415,000 a total of 1,037,500 ~~2008~~shares ~~through~~of ~~October~~common 31stock of Grand Sierra Resort Corp. (“Grand Sierra”), ~~2008~~resulting in an ownership interest in Grand Sierra of slightly less than 1%. Grand Sierra is a private company incorporated in the ~~Company~~State ~~sold~~of ~~204~~Nevada. We accounted for our investment in Grand Sierra using the cost method. During the past fiscal year ended June 30,~~900~~ ~~unregistered common~~2009, ~~shares~~we atrecorded an impairment expense of $400,000 regarding our Grand Sierra investment. During the year ended June 30, ~~per~~2010, ~~share~~we ~~resulting~~recorded inan ~~proceeds~~impairment ofexpense for the remaining $6115,~~200~~000 carrying value of our investment in Grand Sierra Resort Corp.

~~From April 15, 2008 through July 31, 2008 the Company sold 386,699 unregistered common shares at $~~E.75 FUTURE ~~per share for proceeds of $290,023.~~EXPANSION

~~The Company~~In ~~sold~~order ~~324,000~~to ~~shares~~effectively atdevelop ~~$1.25~~our ~~per~~wind ~~share~~power assets, ~~resulting~~we inwill ~~net~~need ~~proceeds~~to ~~of $373,500~~obtain ~~from~~new ~~January~~funding 1,from ~~2008~~the ~~through~~following ~~April 15, 2008.~~sources:

~~All~~Ÿ Additional cash grants under Sec. 1603 of ~~these~~ ~~sales~~ARRA ~~were~~Ÿ ~~made~~Additional toborrowings ~~accredited~~secured ~~investors. The~~by ~~proceeds~~our ~~were utilized~~projects ~~for~~Ÿ ~~operating~~Sales ~~activities~~of selected assets Ÿ Sales of additional debt or equity securities at the project level and/or at the ~~Iowa~~corporate ~~turbine~~level ~~startup.~~Ÿ Some combination of all of the above

~~F-12~~There is no assurance, however, that we can obtain our needed development and working capital funding through the above listed methods. If we cannot raise substantial funding as planned, we will be unable to implement our business plan effectively and most likely will be unable to become profitable or satisfy our working capital needs in the future. We currently only have enough working capital to support our administrative expenses until the end of September 2010.

~~On December 28, 2007 the Company issued 4,000,000 shares of its common stock to Northern Alternative Energy, Inc~~G. SALE asOF ~~consideration~~UNREGISTERED related to the acquisition of its developer’s interest in Chi Energy wind farm energy assets. No commissions were involved in this transaction, and these shares were offered and sold in reliance on the exemption set forth in Section 4(2) of the Securities Act of 1933.SECURITIES

~~In February,~~During ~~2008~~ the ~~Company~~fiscal ~~issued~~year ~~28,500,000~~ended ~~unregistered~~June ~~common~~30, ~~shares to Boreal Energy~~2010, ~~Inc.~~we tosold ~~acquire~~5,173,700 ~~certain intangible wind energy development and design projects as well as a number~~ of ~~material~~our ~~tangible~~common ~~assets~~shares ~~which were exchanged~~ for ~~the~~an ~~Navitas~~average ~~stock~~price ~~which~~of ~~had~~$.10 ~~been~~per ~~owned by Boreal~~share.

~~H. WARRANTS AND~~During ~~STOCK~~the ~~ISSUED~~fiscal ~~FOR~~year ~~SERVICES~~ended June 30, 2010, we issued 753,216 of our common shares to satisfy a note and interest payable of $95,917.

~~The Company~~All ~~issued five-year warrants to four officers and directors in February 2009 for the total purchase~~ of ~~1,750,000~~these ~~common~~sales ~~shares~~were ~~exercisable~~made atto ~~$.30~~accredited ~~per share~~investors. The ~~Company~~proceeds ~~expensed~~were ~~these~~utilized ~~warrants~~to asfund ~~management~~our ~~fees in the amount of $493,150 based upon the Black-Scholes option pricing model of a risk free interest rate of 2~~operations.~~07%,~~ ~~and a volatility for the stock of 195% over a five year period.~~

~~All common stock issuances for services were valued at the trading price of the common stock at the date of issuance or if more relevant the date the services were performed.~~37

In ~~June~~Table ~~2009, the Company issued 195,000 shares to four individuals for services ranging from website design to fund rising which were valued at $.24 per share for total compensation~~ of ~~$46,800.~~Contents

~~In September 2008, the Company issued 60,000 unregistered common shares to its CEO valued at $~~H.~~40 per share for compensation of $23~~ WARRANTS,~~700~~ ~~and~~OPTIONS ~~60,000~~AND toSTOCK aISSUED ~~member~~FOR ~~of the board valued at $.25 per share for compensation of $15,000.~~SERVICES

InDuring ~~August 2008,~~ the ~~Company~~fiscal ~~issued~~year ~~50,000~~ended ~~unregistered~~June ~~common shares to a consultant valued at $.59 per share for services rendered of $29~~30,~~500.In~~ ~~March~~2010 ~~2008,~~we ~~the Company~~ issued ~~and delivered 60~~87,~~000~~500 ~~unregistered~~of our common shares to ~~its~~unaffiliated ~~former CEO/CFO~~consultants ~~incident to an Employment Termination Agreement. The Agreement provides~~ for anfinancial ~~additional 180,000 shares to be issued over the following nine months~~services. ~~The initial shares were recorded as management fee expense at $.90 per share.~~

InDuring ~~March 2008,~~ the ~~Company~~fiscal ~~issued~~year ~~and~~ended ~~delivered~~June 2530,~~000~~ ~~unregistered~~2010 ~~common~~we ~~shares~~issued to50,000 ~~a Director in consideration~~ of ~~his~~our ~~services.~~common ~~The~~ shares ~~were~~to ~~recorded~~a ~~as management~~Director ~~fee~~for ~~expense~~financial ~~at $~~services.~~90 per share.~~

~~In February~~During ~~2008,~~ the ~~Company~~fiscal ~~granted a five~~ year ~~stock~~ended ~~purchase~~June ~~warrants~~30, to2010 ~~its officers~~we ~~and~~issued ~~directors~~100,000 ~~to purchase an aggregate~~ of ~~500,000~~our common shares atto ~~an exercise~~our ~~price~~Chairman offor ~~$.75~~consulting ~~per share~~services.

~~All securities~~During ~~issued~~the orfiscal ~~granted~~year byended ~~the~~June ~~Company~~30, ~~and~~2010 ~~referred~~we toissued in300,000 ~~this~~shares ~~Footnote~~to ~~H were~~two ~~offered~~Directors ~~and~~for ~~sold~~their inservice ~~reliance~~ on ~~the~~our ~~exemption set forth in Section 4(2) of the Securities Act of 1933~~Board.

FDuring the fiscal year ended June 30, 2010 we granted a five-13year warrant to our Chairman of the Board to purchase 1,000,000 shares of our common stock at an exercise price of $.25 per share for consulting services.

JDuring the fiscal year ended June 30, 2010 we granted five-year warrants to three directors, two former directors and a former executive officer to purchase a total of 18,750,000 shares of our common stock at an exercise price of $. ~~STOCKHOLDERS’ EQUITY~~20 ~~OPTIONS~~per share for their services to us.

ADuring ~~summary~~ the fiscal year ended June 30, 2010 we awarded stock options to our Chief Executive Officer and Chief Development Officer, both of ~~the~~whom ~~Company’s~~are also Directors. We also awarded stock options isto ~~presented~~our ~~below:~~Chief Financial Officer. Each of these three officers received 6,805,612 options which carry an exercise price of $0.20 per share, which was our closing stock price on the grant date. Twenty percent of these options vest on the grant date. The remaining eighty percent of these options become exercisable ratably over a 48-month period starting on the grant date. These options expire at the end of five years. Since these options have a service requirement, the cost of these options will be recognized on the same basis as their vesting schedule described above.

~~Years~~All ~~Ended~~common ~~June 30,~~stock issuances for services were valued at the trading price of the common stock at the date of issuance or if more relevant the date the services were performed.

2009 2008All warrants grants were expensed on their date of grant as management fees in the amount of $2,627,075 based upon the Black-Scholes option pricing model using risk free interest rates and volatility rates on the grant dates.

	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Outstanding at beginning of year	45,000	.45	47,500	$ 0.41
Granted	0	0	--	--
Exercised or cancelled	(2,500)	.45	-2500	$ 0.33
Outstanding at end of year	42,500	$.41	45,000	$ 0.41
Options exercisable at year end	42,500	$.41	45,000	0.41

All option grants are being expensed as general and administrative expenses according to their vesting schedules as described above. The total cost of the option grants recognized in the fiscal year ended June 30, 2010 was $609,612 and was based upon the Black-Scholes option pricing model using risk free interest rate and volatility rate on the grant date.

~~The following~~All ~~table~~securities ~~summarizes~~issued ~~information~~or ~~about~~granted ~~stock~~by ~~options~~us ~~outstanding~~and atreferred ~~June 30,~~to ~~2009:~~in this Footnote H were offered and sold in reliance on the exemption set forth in Section 4(2) of the Securities Act of 1933.

~~Options Outstanding and Exercisable:~~38

Options	Remaining Contractual	Exercise
Outstanding	Life (Years)	Price
10,000	.2	$0.21
2,500	.4	$0.23
25,000	.4	$0.36
5,000	5.4	$0.95

Table of Contents

~~Warrants~~J. STOCKHOLDERS’ EQUITY OPTIONS

~~In connection~~A ~~with~~summary ~~various private placements~~ of ~~the~~our ~~Company's~~stock ~~securities,~~options ~~the Company~~is ~~has~~presented ~~issued certain warrants to broker-dealers and investors from time to time. These warrants have been expensed in accordance with FASB 123(R) and have been valued based on the Black-Scholes model.~~below:

In fiscal year ended June 30, 2009, warrants to purchase a total of 614,326 shares were exercised on a "cashless" basis as provided by the warrant terms, and incident thereto a total of 429,073 common shares of the Company were issued. A summary of the Company’s stock options is presented below:

	Years Ended June 30,
	2010				2009
	Options on Shares		Weighted Average Exercise Price		Options on Shares		Weighted Average Exercise Price
Outstanding at beginning of year	42,500		$	0.41	45,000		$	0.45
Granted	20,416,836		$	0.20	—		$	—
Exercised or canceled	(37,500	)	$	0.31	(2,500	)	$	0.45
Outstanding at end of year	20,421,836		$	0.20	42,500		$	0.41
Options exercisable at end of year	6,810,612		$	0.20	42,500		$	0.41

~~Years~~The ~~Ended~~following table summarizes information about stock options outstanding at June 30, 2010:

2009 2008Options Outstanding and Exercisable:

	Warrants	Weighted Average Exercise Price	Warrants	Weighted Average Exercise Price
Options Outstanding and Exercisable		Remaining Contractual Life (Years)		Exercise Price
Outstanding at beginning of year	1,135,376	$0.37	1,134,869	$0.33
5,000		4.4		$0.95
Granted	1,790,000	$0.30	100,507	$0.75
6,805,612		4.3		$0.20
Exercised or cancelled	617,826	$0.44	100,000	$0.30
Outstanding at end of year	2,307,550	$0.30	1,135,376	$0.37
Options exercisable at year end	2,307,550	$0.30	1,135,376	$0.37

~~F-14~~Warrants

~~The following~~In ~~table~~connection ~~shows~~with ~~the~~various ~~remaining~~private ~~outstanding~~placements of our securities, we have issued certain warrants ofto ~~the~~broker-dealers ~~Company~~and asinvestors ~~of June~~from ~~30,~~time ~~2009:~~to time. These warrants have been expensed in accordance with FASB ASC Topic 718 - Stock Compensation and have been valued based on the Black-Scholes model.

~~Warrants Outstanding~~A ~~and~~summary ~~Exercisable~~of our warrants are presented below:

Warrants	Remaining Contractual	Exercise
		Years Ended June 30,
Outstanding	Life (Years)	Price
		2010				2009
517,500	0.8	$0.30
		Warrants		Weighted Average Exercise Price		Warrants	Weighted Average Exercise Price
1,750,000	4.67	$0.30
Outstanding at beginning of year		2,307,550		$	0.30	1,135,376	$	0.37
40,000	1.75	$0.20
Granted		20,925,000		$	0.20	1,790,000	$	0.30
Exercised or canceled		(517,500	)	$	0.30	617,826	$	0.44
Outstanding at end of year		22,715,050		$	0.21	2,307,550	$	0.30
Options exercisable at end of year		22,715,050		$	0.21	2,307,550	$	0.30

~~K. INCOME TAXES~~39

~~The~~ ~~Company~~Table accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The valuation allowances have been established equal to the income tax benefits to reduce the deferred tax assets to zero.Contents

~~A reconciliation~~The offollowing ~~the~~table ~~Company’s~~shows ~~tax~~the ~~provision~~remaining ~~based~~outstanding onwarrants ~~a statutory federal income tax rate~~ of ~~35% to~~ the Company’s ~~effective~~as ~~rate~~of isJune ~~as follows~~30, 2010:

	2009	2008
Computed tax benefit at:
Federal @ 35 % -benefit	$ 455,000	$ 193,000
State tax rate net of federal –benefit	$ 68,000	$ 29,000
Change in valuation allowance	$ ( 483.000)	$ ( 171,000)
Permanent and other differences –stock & warrant compensation & spin out losses	$ ( 40,000)	$ ( 51,000)
Provision	$ --	$ --

Warrants Outstanding and Exercisable:

No deferred income taxes have been provided for the temporary differences between the financial reporting and income tax basis of the Company due to the valuation allowances outlined below:

Options Outstanding and Exercisable	Remaining Contractual Life (Years)	Exercise Price
1,750,000	4.7	$0.30
40,000	1.8	$0.20
1,000,000	4.0	$0.25
19,000,000	3.8	$0.20
125,000	3.9	$0.25
800,000	5.0	$0.25

~~Years ended~~K. INCOME ~~June~~TAXES 30

	2009	2008
	Asset	Asset
	(Liability)	(Liability)
Net operating loss carry forward	$ 6,398,000	$ 5,422,000
Valuation allowance	$ ( 6,398,000)	$ (5,422,000)

We account for income taxes in accordance with ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The valuation allowances have been established equal to the income tax benefits to reduce the deferred tax assets to zero.

~~F-15~~A reconciliation of our tax provision based on a statutory federal income tax rate of 35% to the our effective rate is as follows:

At June 30, 2009, the Company has federal income tax net operating loss carryforwards of approximately $ 13,050,000 that will expire through 2027, and for Minnesota income tax net operating loss carryforwards of $ 4,050,000 that will expire through 2021, and Wisconsin’s operating loss carryforwards of $450,000 expire through 2022. Future utilization of loss carryforwards could be limited under Internal Revenue Code Section 382 for significant changes in ownership.

	2010			2009
Computed tax benefit at:
Federal @ 35 % – benefit	$	1,888,020		$	455,000
State tax rate net of federal – benefit	$	343,620		$	68,000
Change in valuation allowance	$	(621,330	)	$	(483,000	)
Permanent and other differences – stock & warrant compensation & spin out losses	$	(1,610,310	)	$	(40,000	)

Provision	$	—		$	—

~~L. CONVERTIBLE~~No ~~DEBT~~deferred income taxes have been provided for the temporary differences between our financial reporting and income tax basis due to the valuation allowances outlined below:

On June 30, 2008 the Company borrowed $94,152 from an individual at 9 % per annum, and this debt was converted into 753,216 shares of unregistered common stock on September 16, 2009 at $.125 per share. During 2009, the Company borrowed $30,000 from individuals on six months terms at 10% interest. The Company also converted a $10,000 note and accrued interest of $350 into 69,000 shares of unregistered common shares in June 2009 at $.15 per share. The Company recorded interest expense of $34,331 in connection with these transactions due to the in-the-money portion of the stock price conversion feature of $25,000 and 10,000 warrants valued at $9,332 which were also issued in the note transaction.

	2010 Asset (Liability)			2009 Asset (Liability)
Net operating loss carry forward	$	7,019,330		$	6,398,000
Valuation allowance	$	(7,019,330	)	$	(6,398,000	)

~~M. SALE/LEASEBACK OF MIDWEST WIND ENERGY CENTER~~40

In ~~November~~Table ~~2008 the Company obtained substantial funding through a sale/leaseback~~ of its Midwest Wind Energy Center (“MWEC”) with Trident Holding Group, Inc. of San Diego, California. This sale/leaseback transaction included the MWEC building along with the 160 acres in Lincoln County, Minnesota where the MWEC is situated. Neither Trident nor any of its principals had any relationship to, or other dealings with, the Company prior to this transaction.Contents

~~This sale/leaseback~~At ~~transaction~~June ~~involved~~30, ~~primarily two agreements~~2010, awe ~~standard~~have ~~real estate~~federal ~~purchase~~income ~~agreement~~tax ~~whereby~~net ~~the~~operating ~~Company~~loss ~~sold~~carryforwards ~~and~~of ~~transferred~~approximately ~~the MWEC to Trident~~$13,023,056 ~~and~~that awill ~~long-term~~expire ~~lease~~through ~~whereby~~2027, ~~Trident~~and ~~leased~~for ~~the~~Minnesota ~~MWEC~~income ~~back~~tax tonet ~~the Company. Under~~operating ~~the~~loss ~~purchase~~carryforwards ~~agreement,~~of ~~Trident paid~~ $~~3.2 Million for the MWEC~~4,671,330 ~~consisting~~that ofwill ~~$1.6~~expire ~~Million~~through in2021, ~~cash~~and ~~paid~~Wisconsin’s atoperating ~~closing~~loss ~~and~~carryforwards ~~the balance~~ of $~~1.6~~450,000 ~~Million~~expire through ~~a Promissory Note requiring only monthly interest payments at 7~~2022.5% Future ~~per~~utilization ~~annum~~of ~~($10,000~~loss ~~monthly)~~carryforwards ~~until~~could ~~the~~be ~~end~~limited ofunder ~~the~~Internal ~~15-year~~Revenue ~~term~~Code atSection ~~which time~~382 ~~all~~for ~~principal~~significant ischanges ~~due~~ in ~~full~~ownership.

Concurrent with this sale, Trident leased the MWEC back to the Company under a lease which requires the Company to pay all real estate taxes, insurance, utilities and any other operating expenses for the MWEC, and provides to the Company income from the MWEC such as lodging and rental income and farm lease income from the MWEC landL. ~~Lease~~ ~~payments~~CONVERTIBLE from the Company to Trident are $23,333 monthly for lease years 1-2, $30,000 monthly for lease years 3-5, and $43,333 monthly for lease years 6-15. The Company has an option to repurchase the MWEC during lease years 3-6 for $3,250,000 during year 3, $3,300,000 during year 4, $3,350,000 during year 5, and $3,400,000 during year 6. Incident to this sale/leaseback transaction, the Company also granted Trident a security interest in the two Gamesa 850kw wind turbines owned by the Company and situated nearby the MWEC.DEBT

~~The Company~~During ~~rents~~the ~~office~~fiscal ~~spaces~~year inended ~~Vadnais~~June ~~Heights~~30, ~~Minnesota~~2010 we borrowed $50,000 afrom ~~suburb~~an ofindividual Stat 15% to 20% per year and carried certain conversion features whereby this note could be converted to common shares. We ~~Paul~~paid back this note together with interest during the fiscal year ended June 30, on a2010. As ~~month-to-month~~part ~~basis~~of the inducement for this borrowing, we also granted the lender 800,000 warrants to purchase our common shares at $3.25 per share. We recognized $28,~~500~~655 ~~monthly~~in warrant expense as part of this transaction.

~~F-16~~As of June 30, 2010 we owed $84,800 to two individuals at 8% and these notes carried certain conversion features whereby these notes could be converted to common shares. These loans included $57,800 of borrowings which were made during the year ended June 30, 2010 and $27,000 of borrowings which were made during the year ended June 30, 2009. As part of the inducement to one of these borrowers, we also granted one of the lenders 125,000 warrants to purchase our common shares at $.25 per share. We recognized $18,600 in warrant expense as part of this transaction. In addition, due to the beneficial conversion features of these two notes, we recognized $72,280 in interest expense related to these notes. Subsequent to the year ended June 30, 2010, both of these notes have been renegotiated and extended such that they are now due during May, 2011 and continue to carry conversion features. These two individuals are shareholders of the Company.

~~Future monthly~~On ~~lease~~June ~~commitments~~30, ~~for~~2008 ~~the~~we ~~next~~borrowed ~~five~~$94,152 ~~years~~from ~~are~~an ~~listed~~individual ~~below:~~at 9 % per annum, and this debt was converted into 753,216 shares of unregistered common stock on September 16, 2009 at $.125 per share. This individual is a shareholder of the Company.

Year	Amount
2010	$279,996
2011	333,332
2012	360,000
2013	360,000
2014	466,664
Thereafter	4,853,332
	$6,653,324

M. SALE/LEASEBACK OF MIDWEST CENTER FOR WIND ENERGY

NIn November 2008 we obtained substantial funding through a sale/leaseback of our Midwest Center for Wind Energy (“MCWE”) with Trident Holding Group, Inc. ~~NOTE~~ ~~PAYABLE~~of San Diego, California. This sale/leaseback transaction included the MCWE building along with the 160 acres in Lincoln County, Minnesota where the MCWE is situated. Neither Trident nor any of its principals had any relationship to, or other dealings with, us prior to this transaction.

OnThis ~~March 20,~~sale/leaseback ~~2009,~~transaction ~~the~~involved ~~Company~~primarily ~~purchased~~two ~~various~~agreements, ~~infrastructures~~a ~~belonging~~standard toreal ~~the~~estate ~~Henry Hills~~purchase ~~Complex~~agreement ~~from~~whereby ~~Northern~~we ~~Alternative~~sold ~~Energy~~and ~~for~~transferred ~~$605,000. The Company~~the ~~signed~~MCWE ato ~~promissory~~Trident, ~~note~~and ~~for~~a ~~the~~long-term ~~balance~~lease ~~due~~whereby inTrident ~~September~~leased ~~2009~~the ~~with~~MCWE ~~an interest~~back ~~rate~~to ~~of 6% per~~us. ~~This~~ Under the purchase ~~was~~agreement, ~~necessary~~Trident topaid ~~provide~~$3.2 ~~the interconnect~~Million ~~capabilities~~ for the ~~turbines~~MCWE, ~~the~~consisting ~~Company~~of ~~had~~$1.6 ~~acquired~~Million ~~with~~in ~~the Boreal~~cash ~~asset~~paid ~~purchase~~at ~~located~~closing inand the ~~Henry~~balance ~~Hills~~of ~~Complex~~$1. As6 ofMillion ~~June 30,~~through ~~2009,~~a ~~the~~Promissory ~~Company~~Note ~~had~~requiring ~~made~~only monthly interest payments ofat 7.5% per annum ($~~514~~10,~~764~~000 tomonthly) ~~third~~until ~~parties~~the inend ~~behalf~~ of ~~Northern~~the ~~Alternative~~15-year ~~Energy. As~~term ofat ~~June~~which ~~30,~~time ~~2009,~~all ~~the~~principal ~~balance~~is due on ~~the~~in ~~note payable was $90,236~~full.

~~Outstanding convertible debt of $94,152 plus accrued interest was converted into unregistered common stock on September 16, 2009 for 753,216 shares at $.125 per share.~~41

~~The~~ ~~Company~~Table ~~sold 1,852,500 unregistered common shares at $.10 per share from July 1, 2009 through September 16, 2009 for proceeds~~ of ~~$185,250.~~Contents

FConcurrent with this sale, Trident leased the MCWE back to us under a lease which requires us to pay all real estate taxes, insurance, utilities and any other operating expenses for the MCWE, and provides to us income from the MCWE such as lodging and rental income and farm lease income from the MCWE land. Lease payments from us to Trident are $23,333 monthly for lease years 1-172, $30,000 monthly for lease years 3-5, and $43,333 monthly for lease years 6-15. We have an option to repurchase the MCWE during lease years 3-6 for $3,250,000 during year 3, $3,300,000 during year 4, $3,350,000 during year 5, and $3,400,000 during year 6. Incident to this sale/leaseback transaction, we also granted Trident a security interest in the two Gamesa 800kw wind turbines owned by us and situated nearby the MCWE.

Future monthly lease commitments for the next five years are listed below:

Year Ended June 30,	Amount
2011	$	333,332
2012		360,000
2013		360,000
2014		466,664
2015		519,996
Thereafter		4,333,300
Total	$	6,373,292

N. LOANS PAYABLE ON PROJECTS

Our wholly-owned subsidiaries, Zachary Ridge LLC (“ZR”) and LJ Trust LLC (“LJT”) each have a loan from a commercial bank which is secured by their wind energy equipment and other assets. The loan to ZR has a balance as of June 30, 2010 of $1,191.542, pays an interest rate of 5.75% and requires monthly payments of principal and interest of $10,175. This loan matures on November 3, 2014 and is guaranteed by us. The loan to LJT has a balance as of June 30, 2010 of $935,465, pays an interest rate of 5.75% and requires monthly payments of principal and interest of $10,175. This loan matures on November 3, 2014 and is guaranteed by us. As of September 30, 2010 we are in compliance with all material terms and covenants of these loans.

Both ZR and LJT also each have a loan from a state university on behalf of a state agency formed to promote alternative energy and energy efficiency. Both loans are secured by the wind energy equipment, pay an interest rate of 0% and require monthly principal payments of $2,100. As of June 30, 2010, the balance of the loan to ZR was $85,217 and the balance of the loan to LJT was $83,134.

O. SIGNIFICANT CONCENTRATIONS

We receive all of our revenue from the sale of electricity from two customers under long term Power Purchase Agreements. Both of these customers are investor-owned utilities with investment grade credit ratings.

P. SUBSEQUENT EVENTS

We have not made our contractual payments under our sale/leaseback agreement with Trident Holdings Group, Inc. for September and October 2010. We have also not made our principal only payments to the state university for the project loans on ZR and LJT for September and October 2010.

In August 2010 we renegotiated the $84,800 of Convertible Debt whereby the old notes were replaced with new notes which pay the holders interest at 8%. These new notes also carry conversion features.

Q. GOING CONCERN

We incurred a net loss from operations for the year ended June 30, 2010 and experienced a negative cash flow from operations for that period. These factors raise substantial doubt about our ability to continue as a going concern.

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