WWPW Wind Works Power Corporation (CE)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON , D.C. 20549

(MARK ONE)

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

OR

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

FOR THE TRANSITION PERIOD FROM __________________ TO __________________________

COMMISSION FILE NUMBER: 333-113296

WIND WORKS POWER CORP.

(Name of registrant as specified in its charter)

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

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

(613)226-7883

(Registrant's telephone number, including area code)

N/A

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

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]        No [  ]

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]        No [  ]

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

Large accelerated Filer	[  ]	Accelerated Filer	[  ]
Non-accelerated Filer	[  ]	Small Reporting Company	[X]

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

Yes [  ]    No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Yes [  ]    No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date: 58,387,665 shares of Common Stock as of March 31, 2012.

	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6
Item 4.	Controls and Procedures.	7
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Removed and Reserved	7
Item 5.	Other Information.	7
Item 6.	Exhibits.	8

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 1A. Risk Factors

     There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the period ended June 30, 2011.

1

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WINDWORKS POWER

Wind Works Power Corp.

Consolidated Interim Financial Statements

Period ended March 31, 2012 and 2011

(Unaudited)

 

F-1

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MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED INTERIM FINANCIAL STATEMENTS

To the shareholders of Wind Works Power Corp.

The consolidated interim financial statements and the notes thereto are the responsibility of the management of Wind Works Power Corp. These consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles.

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

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

“Ingo Stuckmann”

Ingo Stuckmann
President

F-2

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Wind Works Power Corp.
(A Development Stage Company)
Consolidated Interim Balance Sheets
(Expressed in United States dollars, unless otherwise stated)
Assets		March 31, 2012			June 30, 2011
		(Unaudited)
Current Assets
Cash and cash equivalents	$	33,422		$	180,173
Prepaid expenses		138,068			112,033
Accounts receivable		544,149			3,584
Tax receivable		252,147			83,739
Due from shareholder (Note 4)		1,850			1,850
Other assets		107,300			115,380
Cost in excess of billings on uncompleted contracts (Note 12)		625,390			77,862
		1,702,326			574,621
Capitalized lease costs		19,698			27,868
Wind Projects (Note 11)		3,169,210			3,431,183
Wind Project Deposits (Note 13)		10,958,608			7,731,252
Fixed assets (Note 6)		4,100			4,830
Investment UW ZE Altenburg GmbH		16,680			18,149
Loans Receivable		20,986			2,904
		14,189,282			11,216,186
	$	15,891,608		$	11,790,807
Liabilities and Stockholders’ Deficit
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	3,874,946		$	2,233,438
Convertible debentures (Notes 7, 9)		506,709			385,000
Short term loans (Notes 8)		184,917			202,787
Third Party Loans (Note 9)		13,154,195			8,827,589
		17,720,767			11,648,814
Stockholders’ Deficit
Common Stock (Note 10)		58,389			47,029
Additional Paid-in Capital		8,056,125			7,419,568
Contributed Surplus		244,925			244,925
Share subscription liability		71,318			71,318
Deficit Accumulated during the Development Stage		(10,316,805	)		(7,610,653	)
Cumulative translation adjustment		56,889			(30,194	)
		(1,829,159	)		141,993
	$	15,891,608		$	11,790,807

Going concern (Note 2), Contingencies (Note 14), Commitments (Note 15), Subsequent Events (Note 16)

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

F-3

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Wind Works Power Corp.
(A Development Stage Company)
Consolidated Statement of Operations and Comprehensive Loss (Unaudited)
For the Periods Ended March 31, 2012 and 2011
(Expressed in United States dollars, unless otherwise stated)
		Three Month Period Ended March 31, 2012			Nine Month Period Ended March 31, 2012			Three Month Period Ended March 31, 2011			Nine Month Period Ended March 31, 2011			Cumulative from May 2, 2008 (Inception) to March 31 2012
Income
Project Sales	$	128,586		$	128,586			-			-		$	128,586
Interest		-			-			-			529			529
Non-refundable deposit		-			-			42,404			139,694			97,290
Total income	$	128,586		$	128,586		$	42,404		$	140,223		$	226,405
Expenses
Advertising and promotion	$	5,144		$	23,350		$	7,308		$	12,514		$	66,502
Accretion interest (Note 7)		1,830			1,830			91,972			984,705			1,577,578
Consulting fees		202,376			785,311			356,555			1,368,846			2,867,306
Depreciation		244			731			298			907			2,658
Office and miscellaneous		1,591			18,705			9,796			24,181			48,450
Professional fees		93,886			231,849			154,148			376,654			804,260
Rent		-			3,438			2,546			7,468			17,455
Interest and service charges		234,664			686,287			40,179			122,458			976,266
Travel and lodging		6,839			25,541			3,829			7,221			49,373
Insurance		-			-			2,336			3,592			3,382
Project development costs (Note 11)		232,713			983,959			472,125			972,989			3,203,039
Foreign exchange		46			(4,514	)		77,172			88,037			107,098
Loss on extinguishment of debt		-			-			-			-			564,130
Lease expense		25,730			78,251			24,244			64,209			255,713
Total operating expenses		805,063			2,834,738			1,242,508			4,033,781			10,543,210
Net loss for the period	$	676,477		$	2,706,152		$	1,200,104		$	3,893,558		$	10,316,805
Comprehensive loss
Foreign currency translation adjustment		17,013			(87,083	)		(23,134	)		(6,101	)		(56,889	)
Comprehensive loss for the period	$	693,490		$	2,619,069		$	1,176,970		$	3,887,457		$	10,259,916
Basic and Diluted Loss per share		(0.01	)		(0.05	)		(0.03	)		(0.10	)
Weighted Average Number of Shares Outstanding		58,387,665			58,387,665			46,471,073			39,865,719

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

F-4

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Wind Works Power Corp.
(Formerly AmMex Gold Mining Corp.- an Exploration Stage Mining Company)
Consolidated Statement of Cash Flows (Unaudited)
For the Periods Ended March 31, 2012 and 2011
(Expressed in United States dollars, unless otherwise stated)
		Nine month period			Nine month period			Cumulative
		Ended			Ended			May 2, 2008 to
		March 31, 2012			March 31, 2011			March 31, 2012
Cash Flows from Operating Activities
Net loss for the period		($2,706,152	)		($3,893,558	)		($10,316,805	)
Add (deduct) non-cash items:
Depreciation		731			907			2,658
Lease amort		8,080			8,140			30,212
Loss on ext. of debt		-			-			564,130
Accretion		1,830			984,705			1,577,578
Interest on Debt Modification		11,360						24,307
Shares issued for services		186,750			1,289,436			2,039,501
Stock based compensation		-			95,400			183,710
Warrants Issued		21,971			-			21,971
Changes in non-cash working capital items:
A/R		(540,565	)		(103,387	)		(542,153	)
Tax receivable		(168,408	)		43,112			(252,147	)
Prepaid Expenses		401,800			(17,519	)		395,558
Loan receivable		(18,082	)		(2,836	)		(18,082	)
Cost in excess of billing		(547,528	)		-			(625,390	)
Other assets		-			-			(115,380	)
Accounts payable and accrued liab.		1,641,508			1,858,702			2,956,874
Subtotal:		($1,706,705	)	$	263,102			($4,073,458	)
Cash flow from investing activities
Deposits		(3,227,357	)		-			(10,118,989	)
Cash acquired on reverse takeover		-			-			34,192
Purchase of fixed assets		-			(6,198	)		(2,559	)
Investments in wind projects		261,973			(203,837	)		(198,592	)
Investments in joint ventures		1,469			-			(16,680	)
Leases		8,170			-			(41,830	)
Subtotal:		($2,955,745	)		($210,035	)		($10,344,458	)
Cash flow from Financing activities
Proceeds from Private Placement		-			150,000			800,000
Issuance of conv. Debentures		179,879			150,000			604,879
Repayment of conv. Debentures		(60,000	)		(382,500	)		(450,000	)
Proceeds from loans payable		4,326,606			-			13,354,078
Proceeds from short-term loans payable		(17,870	)		-			(17,870	)
Subscriptions payable		-			71,318			71,137
Advances from related parties		-			-			1,850
Subtotal:	$	4,428,615			($11,182	)	$	14,364,074
Increase (decrease) in cash from continuing operations		(233,835	)		41,885			(53,662	)
Effect of exchange rate changes on cash		87,083						87,083
Cash at the beginning of period		180,173			39,263			0
Cash at the end of period	$	33,422		$	81,148		$	33,422

Supplemental disclosure of non-cash transactions (Note 5)

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

F-5

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Wind Works Power Corp.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(Stated in US Dollars)
																				Deficit
																				Accumulated
								Additional						Share			Cumulative			During the			Total
								Paid-in			Contributed			Subscription			Translation			Exploration			Stockholders’
		Common Shares						Capital			Surplus			Liability			Adjustment			Stage			Equity
		Number			Amount
Capital issued for financing		4,454,454			4,454			95,546			-			-			-			-			100,000
Net Loss		-			-			-			-			-			-			(1,150	)		(1,150	)
Balance June 30, 2008		4,454,454			4,454			95,546			-			-			-			(1,150	)		98,850
Capital issued for financing		545,546			546			9,454			-			-			-			-			10,000
Net Loss		-			-			-			-			-			-			(53,184	)		(53,184	)
Balance June 30, 2009		5,000,000			5,000			105,000			-			-			-			(54,334	)		55,666
Recapitalization (Note 1)		22,053,117			22,053			1,245,394			-			-			-			-			1,267,451
Capital issued for financing		1,080,000			1,080			538,920			-			-			-			-			540,000
Capital issued for services		1,501,500			1,502			902,849			-			-			-			-			904,350
Capital issued for wind projects		1,750,000			1,750			-			-			-			-			-			1,750
Stock based Compensation		-			-			-			88,085			-			-			-			88,085
Fair value of warrants		-			-			364,071			-			-			-			-			364,071
Beneficial conversion feature		-			-			842,650			-			-			-			-			842,650
Conversion of convertible debenture		62,500			63			24,937			-			-			-			-			25,000
Translation adjustment		-			-			-			-			-			(701	)		-			(701	)
Net Loss		-			-			-			-			-			-			(2,477,370	)		(2,477,370	)
Balance June 30, 2010		31,447,117			31,448			4,023,824			88,085			-			(701	)		(2,531,704	)		1,610,952

F-6

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Wind Works Power Corp.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(Stated in US Dollars)
																				Deficit
																				Accumulated
								Additional						Share			Cumulative			During the			Total
								Paid-in			Contributed			Subscription			Translation			Exploration			Stockholders’
		Common Shares						Capital			Surplus			Liability			Adjustment			Stage			Equity
		Number			Amount
Balance June 30, 2010		31,447,117			31,448			4,023,824			88,085			-			(701	)		(2,531,704	)		1,610,952
Capital issued for financing		375,000			375			149,625			-			-			-			-			150,000
Capital issued for wind projects		550,000			550			235,950			-			-			-			-			236,500
Capital issued for settlement of acquisition agreement		9,000,000			9,000			(9,000	)		-			-			-			-			-
Conversion of convertible debenture		1,889,298			1,890			691,298			-			-			-			-			693,188
Capital issued for services		2,366,250			2,366			948,590			-			-			-			-			950,956
Capital issued for debt settlement		1,400,000			1,400			1,314,600			-			-			-			-			1,316,000
Fair value of warrants		-			-			51,356															51,356
Warrant bifurcation		-			-			(61,440	)		61,440			-			-			-			-
Beneficial conversion feature		-			-			63,750			-			-			-			-			63,750
Stock based compensation		-			-			-			67,400			-			-			-			67,400
Options revaluation		-			-			-			28,000			-			-			-			28,000
Modification of convertible debentures		-			-			10,350			-			-			-			-			10,350
Share subscription liability		-			-			-			-			71,318			-			-			71,318
Translation adjustment		-			-			-			-			-			(29,523	)		-			(29,523	)
Net Loss		-			-			-			-			-			-			(5,078,948	)		(5,078,948	)
Balance June 30, 2011		47,027,665			47,029			7,419,568			244,925			71,318			(30,194	)		(7,610,652	)		141,993

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

F-7

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Wind Works Power Corp.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(Stated in US Dollars)
																				Deficit
																				Accumulated
								Additional						Share			Cumulative			During the			Total
								Paid-in			Contributed			Subscription			Translation			Exploration			Stockholders’
		Common Shares						Capital			Surplus			Liability			Adjustment			Stage			Equity
		Number			Amount
Balance June 30, 2011		47,027,665			47,029			7,419,568			244,925			71,318			(30,194	)		(7,610,652	)		141,993
Capital issued Germany		-			-			611			-			-			-			-			611
Fair value of warrants		-			-			21,971															21,971
Translation adjustment		-			-			-			-			-			(14,933	)		-			(14,903	)
Net Loss		-			-			-			-			-			-			(987,019	)		(987,019	)
Balance Sep 30, 2011		47,027,665			47,029			7,441,486			244,925			71,318			(45,127	)		(8,597,672	)		(838,040	)
Capital issued for services		2,360,000			2,360			623,640															626,000
Capital issued for settlement of acquisition agreement		9,000,000			9,000			(9,000	)		-			-			-			-			-
Translation adjustment		-			-			-			-			-			119,029			-			119,029
Net Loss		-			-			-			-			-			-			(1,042,656	)		(1,042,656	)
Balance Dec 31, 2011		58,387,665			58,389			8,056,125			244,925			71,318			73,902			(9,640,328	)		(1,135,668	)
Translation adjustment																	(17,013	)					(17,013	)
Net Loss																				($676,477	)		($676,477	)
Balance March 31, 2012		58,387,665			58,389			8,056,125			244,925			71,318			56,889			(10,316,805	)		(1,829,159	)

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

F-8

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Wind Works Power Corp.
Notes to the Unaudited Consolidated Interim Financial Statements
For the period ended March 31, 2012
(Stated in US Dollars)

1.	Nature of Organization and Business:
	i)	Organization
	Wind Works Power Corp. (herein referred to as ”WWPC”, “Wind Works”, or “the Company”) was incorporated under the laws of the State of Nevada, was primarily engaged in the acquisition and exploration of mining properties, but has since modified its business plan to focus on alternate energy.
	ii)	Business
	The Company intends to develop wind parks. It will assemble land packages, secure requisite environmental permitting, provide wind testing by erecting towers to measure wind speed. Subject to favorable wind testing results, it will then apply for a power contract for the number of megawatts (MW) that the project will allow. Once it secures power contracts, management believes that it will be able to lease or sell the wind parks to operating utility companies or companies desiring to purchase wind turbines and erect the necessary power lines.
2.	Basis of Presentation and going concern
	The unaudited condensed consolidated interim financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, which was filed with the United States Securities and Exchange Commission on October 28, 2011. The results of operations for the nine months ended March 31, 2012 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending June 30, 2012.
	Going Concern
	These accompanying consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. If the going concern assumption were not appropriate for these financial statements then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenue and expenses and the balance sheet classifications used.
	The operations of the Company have primarily been funded by the sale of common stock and the issuance of convertible debentures. Continued operations of the Company are dependent on the Company’s ability to complete additional equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. While the Company has been successful in the past at raising funds, there can be no assurance that it will be able to do so in the future.

F-9

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Wind Works Power Corp.
Notes to the Unaudited Consolidated Interim Financial Statements
For the period ended March 31, 2012
(Stated in US Dollars)

	Use of Estimates
	Conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
3.	Significant Accounting Policies
	Wind Farm Developmental Properties
	The Company expenses all costs related to the maintenance and exploration of developmental wind farms in which it has secured rights prior to establishment of commercial feasibility. Developmental wind farm acquisition costs are initially capitalized when incurred. The Company assesses the carrying cost for impairment under ASC 360-10 “Accounting for Impairment or Disposal of Long Lived Assets”. When it has been determined that a wind farm property can be economically developed, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the project. If developmental wind farm properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
	Revenue Recognition
	The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.
	Revenues from fixed-price construction contracts are recognized on the completed-contract method due to undependable estimates that cause forecasts to be doubtful. The completed-contract method recognizes revenue and costs upon contract completion, and all project costs and revenues are reported as deferred items on the balance sheet until that time. A contract is considered complete when all costs except insignificant items have been incurred and the installation is operating according to specifications or has been accepted by the customer.
	Contract costs include all direct material and labour costs and those indirect costs related to contract performance, such as indirect labour, supplies, tools, and repairs costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Claims are included in revenues when received.
	Costs in excess of amounts billed are classified as current assets under costs in excess of billings on uncompleted contracts. Billings in excess of costs are classified under current liabilities as billings in excess of costs on uncompleted contracts. Contract retentions are included in prepaid expenses and other current assets.

F-10

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Wind Works Power Corp.
Notes to the Unaudited Consolidated Interim Financial Statements
For the period ended March 31, 2012
(Stated in US Dollars)

Equity Method Investments

The Company accounts for its ownership interest in UW ZE Altenburg GmbH under the equity method of accounting in accordance with ASC Topic No. 323 “Investments-Equity Method and Joint Venture” (“ASC 323”) as a result of the Company’s ability to exercise significant influence over the operating and financial policies of UW ZE Altenburg GmbH. Under ASC 323, investments of this nature are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the entity’s net income or losses after the date of investments. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment’s carrying amount may be reduced to a negative value.

4.	Related Party Transactions
	At March 31, 2012, the Company had a balance owing from a shareholder of $1,850 (June 30, 2011 – $1,850) pertaining to funds held in trust. The amount is due on demand, unsecured, and bears no interest.
	At March 31, 2012, the Company had a loan payable to an officer of $1,733 (June 30, 2011 - $102,787). The amount is due on demand, unsecured, and bears a 5% interest rate and is included in short term loans. The company accrued $ nil (June 30, 2011 – $11,663) toward interest on this loan which is included in accounts payable and accrued liabilities.
	At March 31, 2012, the Company had a loan receivable from an officer of $8,402 (June 30, 2011 – nil). The amount is due on demand, unsecured, and bears no interest.
	During the period ended March 31, 2012, officers and directors received $18,000 (2010 – $24,080) for services rendered.
	At March 31, 2012, the Company had payables to officers and directors of $163,503 (June 30, 2011 – $252,976) for services rendered which was included in accounts payable.
	All transactions with related parties are made in the normal course of business and measured at carrying value.
5.	Non-Cash Transactions
	There were no income taxes paid during 2011 or 2010. During the quarter ended March 31, 2012, the company entered into certain non-cash operating activities as follows:
	During the three month period ending March 31, 2012, the Company recognized $112,929 in consulting fees related to the issuance of shares for services.
6.	Fixed Assets

During the nine month period ended March 31, 2012, total additions to property, plant and equipment were $ nil (2011 - $ nil). During the nine month period ended March 31, 2012 the Company recorded depreciation of $731 (2011 - $298).

F-11

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Wind Works Power Corp.
Notes to the Unaudited Consolidated Interim Financial Statements
For the period ended March 31, 2012
(Stated in US Dollars)

7.	Convertible Debentures
	September 25, 2009 / April 29, 2010 issuance
	On November 25, 2009 the Company issued $992,300 of convertible debt in a subscription agreement between the Company and a group of investors. The debt carries an interest rate of 10% annually, due upon the maturity date, November 30, 2010. The debt may be converted into shares of common stock at a conversion price of $0.70 per share. In conjunction with the debt, the Company also issued warrants to purchase 1,000,000 warrants with an exercise price of $1.00 per share that expire on November 30, 2011. The debt carries a beneficial conversion feature, which along with the relative fair value of the warrants, resulted in a debt discount of $967,076 which was recorded against the convertible debt and offset in additional paid in capital.
	On April 29, 2010, the Company agreed to modify the terms of the convertible debentures listed above. Under the modified debentures, the conversion price of the debentures was reduced to $0.40 per share. In addition, the warrant exercise price was reduced to $0.50 per share and the expiry date of the warrants was extended to November 30, 2012.
	The discount on this debt is fully accreted at September 30, 2011, and the remaining debt of $300,000 is past due. The Company accrued a further $7,479 in interest expense for this debt during the period. Total accrued interest for this debt at March 31, 2012 is $70,438.
	March 31, 2010 issuance
	On March 31, 2010 the Company issued $275,000 of convertible debt in a subscription agreement between the Company and a group of investors. The debt carries an interest rate of 10% annually, due upon the maturity date, March 31, 2011. The debt may be converted into shares of common stock at a conversion price of $0.40 per share. In conjunction with the debt, the Company also issued warrants to purchase 575,000 common shares with an exercise price of $0.75 per share that expire on March 31, 2012. The debt carries a beneficial conversion feature, which along with the relative fair value of the warrants, resulted in a debt discount of $214,421 which was recorded against the convertible debt and offset in additional paid in capital. The discount on this debt is fully accreted at September 30, 2011.
	The Company repaid $60,000 of this debt during the period ending September 30, 2011 and $25,000 remains past due at March 31, 2012. The Company accrued a further $623 in interest expense for this debt during the period. Total accrued interest for this debt at March 31, 2012 is $5,048.
	September 30, 2011 issuance
	On September 30, 2011, the Company issued $200,000 of convertible debt in a subscription agreement between the Company and a group of investors. The debt carries an interest rate of 10% annually, due upon the maturity date, September 30, 2014. The debt may be converted into shares of common stock at a conversion price of $0.23 per share. In conjunction with the debt, the Company also issued warrants to purchase 860,000 common shares with an exercise price of $0.50 per share that expire on September 30, 2014. The debt carries a beneficial conversion feature, which along with the relative fair value of the warrants, resulted in a debt discount of $21,971 which was recorded against the convertible debt and offset in additional paid in capital. During the period ending March 31, 2012 $1,830 of the discount has been accreted.
	The above three convertible debenture liabilities are as follows:

F-12

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8.	Short Term Loan
	Short term loans of $184,917 are unsecured, non-interest bearing and are due on demand except for $91,680 which bears interest at 5% per annum.
9.	Long Term Debt
	Wind Works Power Corp has received a 6.64% simple interest loan from a third party (the “lender”). The Company has borrowed $13,154,195 as of March 31, 2012. The maturity date of the loan is the earliest of (i) an event of default or (ii) January 31, 2013 at which time the company is required to repay all principal and accrued interest. The loan is senior to all indebtedness of the company and is secured by any existing registered security on the assets of the company up to an aggregate amount of $1,500,000 for each bridge loan provided that any indebtedness relating to the registered security may not be re-financed, re-borrowed or increased in any way. There were 8 bridge loans outstanding at year-end secured by an aggregate amount of $9,000,000. Until the loan is repaid in full the company may not, without the prior consent of the lender, (1) incur any indebtedness or grant any security that would rank prior to the loan, other than: (i) normal trade payables; and (ii) secured debts and obligations owed to secured lenders providing financing for the construction of the Wind Projects. or (2) incur or commit to any single expense over CAD $20,000 or any series of related expense over a cumulative amount of CAD $30,000. The Company has signed promissory notes guaranteeing the amount of the loan.
	Four parties entered into a convertible debenture agreement first and then entered into bridge loan agreements prior to the Closing date. The cumulative amount of financing available under the convertible debenture agreement is $8,500,000 in Canadian funds. Closing shall occur on such date as may be agreed to by the Company and the lender and upon closing the promissory notes shall be returned to the Company and a debenture shall be issued by the Company in an amount equal to the value of the notes then outstanding. The debentures shall carry a yield equal to 6.64% per annum, with interest calculated quarterly. At the lender’s sole option, and at a date of its choosing, all principal and accrued interest under the debentures may be converted into an equity interest in any of the projects that were funded using this financing. In such a case the lender would earn up to a 49% interest in those specific wind projects. Following conversion the Company would have the option to repurchase the project equity upon thirty days notice.
	Under the terms of the loan agreement the Company commits to purchasing all wind turbines for the wind projects from the lender.
	For the period ended March 31, 2012, $216,824 (2011 - $nil) of interest was accrued on the outstanding principal and included in accrued liabilities.

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Wind Works Power Corp.
Notes to the Unaudited Consolidated Interim Financial Statements
For the period ended March 31, 2012
(Stated in US Dollars)

10.	Share Capital

Total authorized share capital of the Company is 200,000,000 common shares with a par value of $0.001.

During the period ending December 31, 2011, the Company entered into agreements to issue 2,360,000 shares in exchange for consulting services to be received during the period and in the future. The Company has determined the total fair value of these shares to be $626,000 using the Company’s share price on the agreement dates. These shares were issued on November 10, 2011.

During the three month period ending March 31, 2012, $112,929 has been recognized as share based compensation related to consulting work for the period, including work performed in prior periods, representing the portion of the total expected services that were received. The remaining fair value of the issuance will be expensed in the period in which the related services are received.

Warrants

During the nine month period ending March 31, 2012, the Company issued 860,000 warrants attached to the convertible debentures. The Company allocated the proceeds received from the issuance based on the fair value of the warrants relative to the total fair value of the issuance. The Company determined the fair value of these warrants to be $21,971 using the following assumptions:

For purposes of the calculation, the following assumptions were used:

11.	Wind Projects and Option Agreements
	As at March 31, 2012, the Company had capitalized wind development project costs as follows:

	(i)	Thunder Spirit
		In April 2011, the Company acquired a 75% interest in Thunder Spirit, a 150MW project located in North Dakota. The acquisition agreement stipulates a $1,000 acquisition price, which has been capitalized, and obligates Wind Works to perform the following:

F-14

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Wind Works Power Corp.
Notes to the Unaudited Consolidated Interim Financial Statements
For the period ended March 31, 2012
(Stated in US Dollars)

	a)	Fund all project-related costs;
	b)	Assume any related expense associated with a letter or credit which may be required to secure project interconnection; and
	c)	Reimburse the vendor for $260,000 of Midwest ISO deposits, $120,000 of which was due within 45 days of closing, and $140,000 of which was due within 90 days of closing. Both payments are subject to prior invoicing by the vendor.

During the period, the Company accrued $120,000 for the first Midwest ISO deposit.

12.	Cost in excess of billings on uncompleted contracts
	In April 2011, the Company entered into an agreement for the sale of 50% of its interest in the Burg I project. Pursuant to this sale, the Company entered into a turn-key agreement for the construction of a wind turbine, in accordance with specifications outlined in the contract. The Company is obligated to erect and transfer ownership of an operational wind turbine, including all project rights, by December 31, 2011. Should the construction not be completed prior to this date, the Company is subject to compensate the buyer for interest lost for funding of the project, up to a maximum of 40,000 Euros. Failure to complete the project by April 30, 2012 will subject the Company to further monthly penalties of up to 15,625 Euros.
	In January 2012, the Company entered into an agreement for the sale of the second half (50%) of its interest in the Burg I project. Pursuant to this sale, the Company entered into a turn-key agreement for the construction of a wind turbine, in accordance with specifications outlined in the contract.
	The agreed sale price for the turn-key construction contract is fixed, as specified in the construction contract. For the period ending March 31, 2012, the costs incurred and billings received are summarized as follows:

13.	Wind Project Deposits
	As at March 31, 2012, the Company had capitalized wind project deposits as follows:

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Wind Works Power Corp.

Notes to the Unaudited Consolidated Interim Financial Statements

For the period ended March 31, 2012

(Stated in US Dollars)

The OPA Feed-In Tariff Contract deposits represent refundable deposits with the Ontario Power Authority for the projects listed above.

The HONI Connection Cost deposits represent deposits for the work required to connect the Company’s projects to HONI’s distribution system. If the Company gives HONI notice to proceed with connection, the deposits will be applied against HONI’s costs.

14.	Contingencies
	At June 30, 2010, the Company had accrued a contingent liability of $100,000CAD pertaining to its Grey-Highlands project, which was due thirty days upon signing a Feed-In Tariff contract with the Ontario Power Authority. The amount is payable to a company that originally owned the Grey- Highlands property operating lease agreement. During the year ended June 30, 2011, the Company issued a payment of $25,000CAD. During the period ending September 30, 2011 the Company issued a payment of $75,000CAD, reducing the contingent liability to nil.
	The Company may be required to make additional lease payments based on (a) the number of meteorological towers and/or (b) megawatt of turbine installed on its land leases. The contingent payments are not determinable at this time.
	The Company has royalty payments contingent on gross revenue from the sale of units of electricity sold pertaining to its land leases. Total contingent payments required to be made under this agreement are not determinable at this time.
15.	Commitments
	On January 27, 2011, the Company signed a financing, marketing and construction organization agreement with EFI Energy Farming International GmbH for Project Burg 1, with payments of 220,000 Euros according to development milestones.
	For the wind projects being developed under the Developer C joint venture and all other Canadian projects jointly held with resident partners, the Company has agreed to share all income in accordance with the respective partnership agreements.
	Under the terms of the loan agreement (Note 9) the Company commits to purchasing all wind turbines for the wind projects from the lender.
	The following are expected lease payments regarding the Company’s operating land leases:

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

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

Background

WIND POWER

Industry Overview

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

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

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Wind Energy Fundamentals

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

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

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

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

     Wind development determines the MW capacity of a project. Generally, MW for projects are decided as follows: Generally, the location (land) where the wind farm is located allows for a certain number of turbines to be fitted on to the projects land due to setbacks from houses roads and other buildings or infrastructure items. Also turbines create a noise parameter which circles out a portion of the land and which parameter has to be fitted in with the setbacks towards any structure. (Generally, in Ontario at least 550m from a house. Most ordinances prohibit more than 45 decibel in an inhabited structure at any time). Wind turbines have a nameplate capacity of generally 1.5 -2.5 MW. By using the land and the turbine model you create a layout which is used to determine whether these turbines fit within the layout and how many turbine sites must be secured under an easement agreement.

Wind Farm Development:

     The development of a wind farm involves many steps and can take years before coming to fruition. Development in this context means the securing and maintenance of land sites for the proposed turbine locations by ways and according to the terms of the respective land lease or easement agreements, planning and conducting of all necessary environmental studies such as environmental screenings, noise assessments, visual assessments and avian and floral assessments assemblance which is required for the Environmental approval. Environmental approval is necessary to obtain building permit for the wind farms. Further development encompasses liaison with various Aboriginal and First Nations groups as well as consultations with provincial and federal agencies in order to obtain any permits that may be required for any such project.

     In addition to environmental approval and consultations we have to engage in the planning and commissioning of all technical reports and engineering drawings and layouts of the planned projects in regards to the construction of the actual wind farm and any auxiliary structures such as transmission lines that are necessary to operate the wind farm. Wind energy engineers must prepare a three stage site implementation program

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     The first stage of the program involves locating the ideal placement for the wind turbines and determining which type of wind turbine can provide the optimal results for the wind farms. The second stage of the program involves building access roads to the property and constructing transmission lines which can be connected to the power grid. The final stage of the site implementation program is determining the final yield assessment which occurs after a power purchase agreement is signed with a local utility.

     After we have secured the required licensing, and paid any required fees we intend to secure power contracts with local utilities. At this time, we do not intend to become a wind energy producer. Rather, we will develop the wind park for sale to wind energy producers. Our business model is to assemble a land package, secure regulatory approval, provide engineering studies, build the required infrastructure and finally enter into power purchase agreements with local utilities. When we sell our wind farms, we will be offering buyers a complete turnkey package. Purchasers will be required to purchase the wind turbines. Following the installation of the wind turbines, purchasers will then be able to sell wind power electricity pursuant to the terms and conditions of the power purchase agreements.

Financings:

     The development of any wind farm involves a significant capital commitment. Licensing, infrastructure build-out, equipment and professional fees can run into the millions of dollars. In order to finance these operations, we received a simple interest loan from a third party lender which accrues interest at the rate of 6.64% per annum. As of March 31, 2012we have borrowed $13,154,195. The loan is senior to all other indebtedness and is secured by any existing registered security on our assets up to an aggregate amount of $1,500,000 for each bridge loan. There were 8 bridge loans outstanding at year-end secured by an aggregate amount of $9,000,000. Wind Works has guaranteed these loan obligations even though Wind Works does not own all of the outstanding equity in the wind parks.

Comparison of Operating Results for the Three and Nine Months ended March 31, 2012 and March 31, 2011 and from May 2, 2008 (“Inception”) to March 31, 2012.

     We have not generated revenues from operations. For the three and nine months ended March 31, 2012, we recognized revenues of $128,586 in Germany, which represents monies received from the sale of projects. We have not generated any other revenues since May 2, 2008 (“Inception”). Interest income for the nine months ended March 31, 2011 totaled $529. Also during the three and nine months ended March 31, 2011 we recognized revenues totaling $42,404 and $139,694. Total revenues since May 2, 2008 (“Inception”) totaled $226,405.

Operating Expenses

     For the three and nine months ended March 31, 2012 our operating expenses totaled $805,063 and $2,834,738 as compared to $1,242,508 and $4,033,781 for the comparable periods in 2011. Total expenses since Inception were $10,543,210

     Interest and service charges on our debt obligations, project development costs and consulting fees represent our largest expenses. For the three and nine months ended March 31, 2012 interest and service charges totaled $236,664 and $688,287 as compared to $40,179 and $122,458 in the comparable periods in 2011. The significant increase in our interest expense is directly attributable to increases in our outstanding debt obligations. Total interest and service charges since Inception totaled $976,266.

     Since Inception, our single largest expense item is directly related to project development costs. For the three and nine months ended March 31, 2012 these expenses totaled $232,713 and $983,959 as compared to $472,125 and $972,989 in 2011. Total project development costs since Inception totaled $3,203,039. We anticipate that these costs will continue to increase as we continue to develop our wind parks.

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     We have been able to reduce our reliance on consultants. For the three and nine months ended March 31, 2012 these expenses totaled $202,376 and $785,311 as compared to $356,555 and $1,368,846 in 2011. Total consulting fees incurred since Inception were $2,867,306. We continue to rely on stock based compensation having paid consultants for the three months ended March 31, 2012 a total of $112,929 in stock based compensation.

     Professional fees incurred in connection with our ongoing reporting obligations with the Commission as well as professional fees incurred with respect to the acquisition and development of various projects continue to represent a significant portion of our ongoing operating expenses. However , we have been able to reduce these expenses. For the three and nine months ended March 31, 2012, we incurred $93,886 and $231,849 in professional fees as compared to $154,149 and $376,654 in the comparable period(s) in 2011. Professional fees since Inception totaled $804,260. .

There were no other significant line item expenses except as set forth above.

Net Income (loss)

     Our Net Loss for the three and nine months ended March 31, 2012 totaled $(676,477) and $(2,706,152) as compared to a Net Loss of $(1,200,104) and $(3,893,558) for the comparable period in 2011. Our Net Loss since Inception totaled $(10,316,805) exclusive any adjustments as a result of foreign currency translations.

     We will require additional capital to fully implement our business plan. In the past, we have used debt and equity financing. More recently, we have used our interests in various wind farms as collateral for any loans or required deposits for our wind farms that have been awarded feed-in-tariffs.

     On a going forward basis, there can be no assurance that we will be able to secure additional capital or if available, on commercially acceptable terms. Until such time as we can fully implement our business plan, it is unlikely that we will be able to reverse our continuing losses in which case you may lose your entire investment.

Liquidity and Capital Resources

Assets and Liabilities

     At March 31, 2012 we had cash and cash equivalents totaling $33,422, prepaid expenses totaling $138,068, accounts receivable totaling $544,149, costs in excess of billing totaling $625,390 value added tax receivable of $252,147 and other assets totaling $107,300. Total current assets at March 31, 2012 were $1,702,326. At June 30, 2011 we had cash totaling $180,173, prepaid expenses totaling $112,033, VAT receivable totaling $83,739, costs in excess of billing totaling $77,862, other assets totaling $115,380 and accounts receivable totaling $3,584. Total current assets at June 30, 2011 were $574,621 .

     The significant increase in our accounts receivable is primarily attributable to payments due related to our wind farms. The significant increase in costs in excess of billings is related to construction costs incurred for the development of the Burg 1 wind park. Similarly, the significant increase in the value added tax receivable is attributable to increased expenses attributable to project development costs. We used a significant portion of our yearend cash holdings to finance our ongoing operations.

     Our long term assets at March 31, 2012 totaled $14,189,282 of which $10,958,608 is attributable to wind farm deposits and $3,169,210 is attributable to our wind projects. At June 30, 2011 long term assets totaled $11,216,186 consisting of wind project deposits totaling $7,731,252 and wind projects totaling $3,431,183.

     We have no other significant long term assets.

     The significant increase in our long term assets is primarily attributed to the increase in our wind farm deposits.

     Total assets at March 31, 2012 were $15,891,608 as compared to $11,790,807 at June 30, 2011.

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     Our current liabilities at March 31, 2012 totaled $17,720,767 consisting of accounts payable and accrued liabilities totaling $3,874,946, convertible debentures totaling $506,709, short term loans totaling $184,917 and third party loans total $13,154,195. Current liabilities at June 30, 2011 totaled $11,648,814 consisting of $2,233,438 in accounts payable, $385,000 in convertible debentures and $202,787. Third party loans total $8,827,589.

Total liabilities increased by approximately 52% at March 31, 2012 as compared to June 30, 2011.

     At March 31, 2012 we had a working capital deficit (current assets less current liabilities) of $16,018,441 as compared to a working capital deficit of $2,246,604 at June 30, 2011. Continued operations are dependent on our ability to secure additional funding. Management’s plan in this regard is to secure additional funds through future debt or equity financings. While we have been successful in the past at raising funds, there can be no assurance that it will be able to do so in the future. In addition, we may sell a wind farm to secure additional working capital.

     Unless we secure additional funding to meet our short term capital requirements, there can be no assurance that we will be able to implement our business plan. If we are unable to pay our liabilities as they become due, and our creditors are not willing to defer payments, we may be required to seek protection from creditor claims.

Off-Balance Sheet Arrangements

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

Subsequent Events: None

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Company’s market risk profile has not changed significantly from its year ended June 30, 2011.

Foreign Currency Exchange Rate Risk

     The Company holds cash balances in U.S., Canadian dollars and Euros. We transact most of our business in Canadian dollars and Euros. As a result, currency exchange fluctuations may impact our operating costs. We do not manage our foreign currency exchange rate risk through the use of financial or derivative instruments, forward contracts or hedging activities.

     In general, the strengthening of the U.S. dollar or Canadian dollar will positively impact our expenses transacted in Euros. Conversely, any weakening of the U.S dollar or Canadian dollar will increase our expenses transacted in Euros. We do not believe that any weakening of the U.S. or Canadian dollar as compared to the euro will have an adverse material effect on our operations.

Interest Rate Risk

     The Company’s investment policy for its cash and cash equivalents is focused on the preservation of capital and supporting the liquidity requirements of the Company. The Company’s interest earned on its cash balances is impacted on the fluctuations of U.S. and Canadian interest rates. We do not use interest rate derivative instruments to manage exposure to interest rate changes. We do not believe that interest rate fluctuations will have any effect on our operations.

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

(b) Changes in Internal Control over Financial Reporting

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

(c) Inherent Limitations of Disclosure Controls and Internal Controls over Financial Reporting

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

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PART II. OTHER INFORMATION

Item 1.

     Legal Proceedings.

     None.

Item 2.

     Unregistered Sales of Equity Securities.

     None.

Item 3.

     Defaults upon senior securities.

     None.

Item 4.

     Mine Safety Disclosure.

     Not applicable.

Item 5. Other information

     None.

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Item 6. Exhibits

Exhibit No.	Description
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3.1.**	Certificate of Incorporation
3.2.**	Certificate of Amendment to Certificate of Incorporation
3.3.**	Bylaws
3.4**	Form of Convertible Debenture
3.5**	Form of Warrant
3.6**	Form of Option
10.1**	Investment Agreement with Kodiak Capital Group, Inc.
10.2**	Registration Rights Agreement with Kodiak Capital Group, Inc.
10.3**	Share Exchange Agreement between Wind Works Power Corp. and Zero Emission People, LLC
10.4**	Addendum to Share Exchange Agreement with Zero Emission
10.5**	Joint Venture Agreement with Sunbeam, LLC
10.6**	Share Exchange Agreement with Skyway 126 Inc.
14**	Code of Business Conduct and Ethics
21**	Subsidiaries of Registrant
31.1*	Section 302 Certification of the Principal Executive Officer *
31.2 *	Section 302 Certification of the Principal Financial Officer *
32.1 *	Section 906 Certification of Principal Executive Officer *
32.2 *	Section 906 Certification of Principal Financial and Accounting Officer *

*	Filed herewith
**	Previously filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Wind Works Power Corp.
Date: May 21, 2012
	By: /s/ Ingo Stuckmann
	--------------------------------
	Ingo Stuckmann
	Chief Executive Officer
Date: May 21, 2012
	By: /s/ Henrik Woehlk
	---------------------------------
	Henrik Woehlk
	Chief Financial Officer

8

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