SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2008

o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ______________ to ______________

Commission file number:

000-52277

W2 ENERGY, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		20-1740321
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

26 Densley Avenue
Toronto, Ontario M6M 2R1
(Address, including zip code, of principal executive offices)


Issuer’s telephone number : (416) 246-1100

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.001 PER SHARE

Check whether the Registrant: (1) filed all reports required to be filed by Section 13 or 15(d) 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 No o

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o No x

The number of outstanding shares of the Registrant's common stock, $0.001 par value, as of May 19, 2008 was 114,548,031.

W2 ENERGY, INC.

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION	Page

Item 1. Financial Statements:	3

Item 2. Managements Discussion and Analysis of Financial Condition and Plan of Operations	8

Item 3. Controls and Procedures	9

PART II: OTHER INFORMATION	9

Item 1. Legal Proceedings	9

Item 2. Changes in Securities	9

Item 3. Defaults upon Senior Securities	9

Item 4. Submission of Matters for a Vote of Security Holders	9

Item 5. Other Information	9

Item 6. Exhibits and Reports on Form 8-K	9

SIGNATURES	10

This Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions under Section 21E of the Securities Exchange Act of 1934. We use forward-looking statements in our description of our plans and objectives for future operations and assumptions underlying these plans and objectives. Forward-looking terminology includes the words "may," "expects," "believes," "anticipates," "intends," "projects," or similar terms, variations of such terms or the negative of such terms. These forward-looking statements are based on management's current expectations and are subject to factors and uncertainties, which could cause actual results to differ materially from those, described in such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Form 10-Q to reflect any change in our expectations or any changes in events, conditions or circumstances on which any forward-looking statement is based. Factors, which could cause such results to differ materially from those described in the forward-looking statements, and elsewhere,, are incorporated by reference into this Form 10-Q.

PART I: FINANCIAL INFORMATION

Item1. Financial Statements

INDEX	Page

Consolidated Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 2007	4

Consolidated Statements of Operation for the Three Months Ended March 31, 2008 and 2007 (Unaudited), and for the period from the inception of the development stage on October 1, 1992 through March 31, 2008 (unaudited)	5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (Unaudited), and for the period from the inception of the development stage on October 1, 1992 through March 31, 2008 (unaudited)	6

Notes to Financial Statements	7

W2 ENERGY, INC.
(A Development Stage Company)
Balance Sheets

ASSETS

			March 31,			December 31,
			2008			2007
			(unaudited)
CURRENT ASSETS

	Cash		$	1,849		$	29
	Prepaid expenses			1,394			4,355

		Total Current Assets		3,243			4,384

PROPERTY AND EQUIPMENT, net				16,006			15,263

OTHER ASSETS

	Technology			-			-

		Total Other Assets		-			-

		TOTAL ASSETS	$	19,249		$	19,647


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable and accrued expenses		$	131,303		$	78,914
	Related party payables			486			486
	Notes payable			105,946			137,556

		Total Current Liabilities		237,735			216,956

LONG TERM DEBT

	Notes payable			402,949			402,949

		TOTAL LIABILITIES		640,684			619,905

STOCKHOLDERS' EQUITY (DEFICIT)


	Preferred stock, $0.001par value; 150,000,000 shares authorized; 61,050,833
	and no shares issued and outstanding, respectively			61,051			-
	Common stock, $0.001par value; 250,000,000 shares authorized; 114,548,031
	and 173,698,864 shares issued and outstanding, respectively			114,548			173,699
	Stock subscription payable			54,843			-
	Additional paid-in capital			17,294,248			17,131,148
	Accumulated deficit			(18,146,125	)		(17,905,105	)

		Total Stockholders' Equity (Deficit)		(621,435	)		(600,258	)

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	19,249		$	19,647








The accompanying notes are an integral part of these financial statements.

W2 ENERGY, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)


									From Inception of
									the Development
	For the Three Months								Stage on October
	Ended								1, 1992 Through
	March 31,								March 31,
	2008				2007				2008


REVENUES		$	-			$	-			$	-

COST OF GOODS SOLD			-				-				-

GROSS PROFIT			-				-				-

OPERATING EXPENSES
Research and development			-				18,804				188,727
General and administrative			57,599				40,055				15,742,261
Consultation fees			149,032				44,102				847,061

Total Expenses			206,631				102,961				16,778,049

LOSS FROM OPERATIONS			(206,631	)			(102,961	)			(16,778,049	)

OTHER INCOME (EXPENSES)

Interest expense			(34,389	)			(13,768	)			(220,274	)
Interest income			-				-				1,748

Total Other Income (Expenses)			(34,389	)			(13,768	)			(218,526	)

DISCONTINUED OPERATIONS			-				-				(1,149,550	)

NET LOSS		$	(241,020	)		$	(116,729	)		$	(18,146,125	)

BASIC LOSS PER SHARE		$	(0.00	)		$	(0.00	)

BASIC WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			144,123,448				119,255,619















The accompanying notes are an integral part of these financial statements.

W2 ENERGY, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

								From Inception of
								the Development
		For the Three Months						Stage on October
		Ended						1, 1992 Through
		March 31,						March 31,
		2008			2007			2008

OPERATING ACTIVITIES

Net loss		$	(241,020	)	$	(116,729	)	$	(18,146,125	)
Adjustments to reconcile net loss to
net cash used by operating activities:
	Depreciation and amortization		147			147			1,321
	Common stock issued for services		140,000			203,926			5,368,966
Changes in operating assets and liabilities:
	(Increase) decrease in prepaid expenses		2,961			(73,843	)		(1,394	)
	Increase (decrease) in accounts payable and
	and accrued expenses		52,389			(61,410	)		(309,879	)

	Net Cash Used by Operating Activities		(45,523	)		(47,909	)		(13,087,111	)

INVESTING ACTIVITIES

	Purchase of equipment		(890	)		(2,312	)		(17,322	)

	Net Cash Used by Investing Activities		(890	)		(2,312	)		(17,322	)

FINANCING ACTIVITIES

	Stock offering costs paid		-			-			(50,650	)
	Repayment of notes payable		(31,610	)		(133,175	)		(166,105	)
	Common stock issued for cash		79,843			-			13,323,037

	Net Cash Provided by Financing Activities		48,233			(133,175	)		13,106,282

	NET INCREASE (DECREASE) IN CASH		1,820			(183,396	)		1,849

	CASH AT BEGINNING OF PERIOD		29			234,361			-

	CASH AT END OF PERIOD	$	1,849		$	50,965		$	1,849















The accompanying notes are an integral part of these financial statements.

W2 ENGERGY, INC.

Notes to the Condensed Financial Statements

March 31, 2008 and December 31, 2007

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2008, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements. The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company has applied for funding to construct a 10,000 bbd plant which upon its completion is expected to provide sufficient revenues to allow it to continue as a going concern. In the interim the Company expects to raise operating capital through the private placement of its common stock.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

NOTE 3 - EQUITY ACTIVITY

In 2008, the Company issued 1,000,000 shares of its common stock for services valued at $140,000. Common stock issued for services is valued at the trading price of the shares on the date they are issued. The Company also issued 900,000 shares of common stock for cash of $25,000 at $0.028 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Operations

The following discussion is intended to provide an analysis of our financial condition and Plan of Operation and should be read in conjunction with our financial statements and the notes thereto set forth herein. The matters discussed in this section that are not historical or current facts, deal with potential future circumstances and developments. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

Plan of Operation

Since our inception, we began the development and design of our biomass plasma reactor for the production of Fisher Tropsch liquid fuel. To date the company has successfully built as lab scale version of the reactor and has acquired sufficient data to begin development of the larger scale plant. In order to succeed, we intend to do the following.

Our focus in the next 12 months has been to seek necessary working capital, and to develop our bench scale plant. Our development plan focuses on joint venture relationships and strategic partnerships, through participation in trade shows and other direct marketing efforts. Our marketing strategy is based on a reliable product, consistent quality and the delivery of a unique liquid fuel product. We estimate the necessary proceeds to implement this stage of the development plan to be $500,000. We do not plan to carry out these actions until we have secured funds from equity investment to fund this development plan. At this time, it is uncertain as if we can secure necessary financing.

W2 Energy’s long term business strategy is to focus and develop a commercial application of our plasma-assisted biomass to energy plant. We will utilize a combination of technologies which have been developed by the company, strategic partners and contractors to produce sulfur free diesel, fertilizer and electricity from waste and other organic feedstock. W2 Energy’s long term business plan calls for the commercialization of the technologies though a series of scale-up plants starting with a 100 bbd(barrel per day), then a 1000 bbd plant and finally a series of 10,000 bbd plants throughout the continental United States, Mexico and Canada. We intend to finance this long term strategy via cash flow from the lower producing plants as well as equity, debt and joint venture financing. We estimate the necessary proceeds to develop the 100 bb/d plant to be $2,500,000. At this time we are uncertain if we can secure the necessary funding..

We will also focus on technologies acquired from the acquisition of World Wise technologies and license or sell the technologies which no longer fit into the company’s business plan. The revenue generated from these technologies will be directed to further the development of the lesser developed technologies that fall within the company’s business vision. We will market these technologies on a best efforts basis providing there is sufficient capital to effectively pursue this option.

Liquidity and Capital Resources.

At March 31, 2008, our current assets were $3,243; current liabilities were $237,735, resulting in a working capital deficit of $234,492.

At March 31, 2008, we had cash and cash equivalents of $1,849.

The Company anticipates the future cash flow from revenue and existing financing facilities would be adequate to fund our operations over the next twelve (12) months. We have no lines of credit or other bank financing arrangements. However, the Company is meeting its requirements from line of credit obtained by a related party. Generally, we have financed operations to date through private placement and shareholder loans. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating construction of our pilot plant, the development of catalysts for fuel production and scale-up large plant designs. We intend to finance these expenses from equity investment and future revenues from operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

MATERIAL COMMITMENTS

We have no material commitments as at the date of this registration statement.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve (12) months.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls

There were no changes in our internal controls or in other factors that occurred during our last fiscal quarter.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

During the three months ended March 31, 2008, the Company issued 900,000 shares of common stock to various unrelated parties for cash totaling $25,000. In addition, the Company issued 1,000,000 shares to an unrelated entity in exchange for services rendered. The Company canceled 61,050,833 shares of common stock held by various individuals and replaced the shares by issuing 61,050,833 shares of Series A preferred stock to these same individuals.

The shares of unregistered securities issued pursuant to the above table were issued in reliance upon exemptions from registration set forth in Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation S promulgated under the Act. All investors were either business associates of, or personally known to, our officer and director and are accredited investors as such term is defined in Rule 501 promulgated under the Act. Each investor completed a subscription agreement whereby the investors certified that they were purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.

Item 3. Defaults upon Senior Securities

None

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

None

Item 5: Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1	Certificate of Principal Executive Officer
31.2	Certificate of Principal Accounting Officer
32.1	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

None

SIGNATURES

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

W2 ENERGY, INC.
(Registrant)


Date: May 20, 2008	By:	/s/ Michael McLaren
		Michael McLaren
		Principal Executive Officer



Date: May 20, 2008	By:	/s/ Michael McLaren
		Michael McLaren
		Principal Accounting Officer Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Date: May 20, 2008	By:	/s/ Michael McLaren
		Michael McLaren, Director



Date: May 20, 2008	By:	/s/ Ron Maruszczak
		Ron Maruszczak, Director



Date: May 20, 2008	By:	/s/ Sigmund Phillipe Friberg
		Sigmund Phillipe Friberg


Date: May 20, 2008	By:	/s/ Pierre Besuchet
		Pierre Besuchet

W2 ENERGY INC 10-Q