UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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

                     For the fiscal year ended: May 31, 2011
                                       or

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

            For the transition period from ___________ to ___________

                        Commission file number: 000-52410


                           SKY HARVEST WINDPOWER CORP.
             (Exact name of registrant as specified in its charter)

           Nevada                                                   N/A
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

890 West Pender Street, Suite 710, Vancouver, BC, Canada           V6C 1J9
      (Address of principal executive offices)                   (Zip Code)

                                 (604) 267-3041
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act

Title of Each Class                    Name of each Exchange on which registered
-------------------                    -----------------------------------------
       Nil                                                 N/A

           Securities registered pursuant to Section 12(g) of the Act

                    Common Stock, par value $0.001 per share
                                (Title of Class)

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

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) 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, 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 [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]

The  aggregate  market  value of  common  stock  held by  non-affiliates  of the
registrant,  based  upon the last  closing  price of $0.30 for the  registrant's
common  stock on September 8, 2011 as reported for such date by the OTC Bulletin
Board was approximately $3,053,232.  Common stock held by each executive officer
and  director  of the  registrant  and by each person who owns 5% or more of the
outstanding  common stock have been excluded from this computation  because such
persons  may be deemed  affiliates  of the  registrant.  This  determination  of
affiliate  status for this  purpose  does not reflect a  determination  that any
persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable  date:  31,702,016  shares of common
stock are issued and outstanding as of September 8, 2011  (including  15,680,016
shares of common stock reserved for issuance in exchange for certain outstanding
exchangeable securities of the registrant).

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not Applicable
<PAGE>
                                EXPLANATORY NOTE

This Amendment No. 1 to our Form 10-K is being filed due to the incorrect filing
initially of our Form 10-K for the year ending May 31, 2011 due to an internal
error by our Filing Agent.



                           SKY HARVEST WINDPOWER CORP
                       (formerly Keewatin Windpower Corp)
                    Form 10-K for the year ended May 31, 2011

                                Table of Contents

                                     PART I

ITEM 1     BUSINESS                                                            4
ITEM 1A    RISK FACTORS                                                       12
ITEM 1B    UNRESOLVED STAFF COMMENTS                                          15
ITEM 2     PROPERTIES                                                         15
ITEM 3     LEGAL PROCEEDINGS                                                  16
ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                16

                                     PART II

ITEM 5     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
           AND ISSUER PURCHASES OF EQUITY SECURITIES                          17
ITEM 6     SELECTED FINANCIAL DATA                                            18
ITEM 7     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS                                              18
ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         23
ITEM 8     CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    23
ITEM 9     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE                                               42
ITEM 9A    CONTROLS AND PROCEDURES                                            42
ITEM 9B    OTHER INFORMATION                                                  43

                                    PART III

ITEM 10    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE             44
ITEM 11    EXECUTIVE COMPENSATION                                             47
ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS                                        50
ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
           INDEPENDENCE                                                       51
ITEM 14    PRINCIPAL ACCOUNTING FEES AND SERVICES                             53

                                     PART IV

ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES                            55
SIGNATURES                                                                    57

                                       2
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                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements.  Forward-looking statements are
projections in respect of future events or our future financial performance.  In
some cases, you can identify  forward-looking  statements by terminology such as
"may",  "should",  "intends",  "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
involve known and unknown risks,  uncertainties and other factors, including the
risks in Item 1A "Risk Factors" commencing on page 11 of this report,  which may
cause our or our industry's actual results, levels of activity or performance to
be  materially  different  from  any  future  results,  levels  of  activity  or
performance expressed or implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity or  performance.  Except as required by applicable  law,  including the
securities  laws of the  United  States,  we do not  intend to update any of the
forward-looking statements to conform these statements to actual results.

In this report, unless otherwise specified,  all dollar amounts are expressed in
United States dollars and all references to "common  shares" refer to the common
shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", the "Company" and
"Sky Harvest" mean Sky Harvest Windpower Corp.

FOREIGN CURRENCY AND EXCHANGE RATES

All amounts in this annual  report are stated in United  States  Dollars  unless
otherwise  indicated.  For purposes of consistency,  Canadian  Dollars have been
converted  into United States  currency at a rate of $1.0324,  which is the noon
exchange rate as of May 31, 2011 of Bank of Canada.

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS

CORPORATE OVERVIEW

We  are a  development  stage  company  in  the  business  of  electrical  power
generation through the use of wind energy. We currently own leasehold  interests
in certain  lands located in southwest  Saskatchewan,  Canada that comprise over
15,000 acres.  Our agreements  with land owners provide that we are permitted to
erect wind power  facilities on these  properties  for the purpose of generating
and selling  electricity.  We also hold the right to explore certain  additional
lands in  southwest  Saskatchewan  for the purpose of  determining  whether they
possess wind resources that justify the erection of electrical  power generation
facilities on them.

We have not generated any revenue from operations since our incorporation. We do
not  anticipate  earning  any  revenue  until we have  secured a power  purchase
agreement to sell  electricity  that we generate,  erected wind  turbines on our
properties,  connected  our wind  turbines to the  electrical  supply grid,  and
commenced the production of  electricity.  There is no assurance that we will be
able to accomplish any or all of these objectives.

We were  incorporated  as  Keewatin  Windpower  Corp.  in the State of Nevada on
February  25,  2005.  We changed  our name to Sky  Harvest  Windpower  Corp.  on
September  1, 2009.  Our  resident  agent is Empire Stock  Transfer  Inc.,  1859
Whitney Mesa Drive,  Henderson,  NV,  89014.  We are a United States and British
Columbia  reporting  public company,  and our shares are quoted on the FINRA OTC
Bulletin Board under the symbol "SKYH". Our head office is in Vancouver, Canada.

OUR BUSINESS

The business of Sky Harvest Windpower Corp. is to identify  potential wind power
project  sites in Canada in the range of 100 to 200 megawatt  capacity,  collect
wind  data on the  sites,  evaluate  the  wind  resource,  and  conduct  initial
environmental screening studies and community relations activities.

Once a project site is sufficiently  advanced,  we will seek to identify a joint
venture  partner  with the  financial  and  operational  resources  necessary to
construct and operate the project and negotiate a power purchase  agreement with
a public  utility.  We  anticipate  earning  revenue  through the  provision  of
development  services  to  projects  during  the  construction  phase,  and from
completed  projects once they commence the  electricity  production  through the
retention of a significant minority equity interest in the projects.

TECHNICAL BACKGROUND

Electricity  is generated  by wind power using a turbine.  Wind passing over the
blades of the turbine causes them to rotate,  driving a generator which produces
electrical  current.  A turbine is capable of  generating a specified  number of
megawatts,  referred to as its "nameplate  capacity".  The total capacity of the
project is  calculated  as the sum of the  nameplate  capacities of the turbines
installed on the site.  The number of turbines  that can  economically  occupy a
specified  area  of  land  depends  upon  a  number  of  factors  including  the
predominant  wind direction,  the topography of the property,  the dimensions of
the  property,  the size of the  turbines  and their  relative  positions on the
property.

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<PAGE>
The most  important  criteria for the assessment of a wind power project are the
speed of the wind on a property,  measured in meters per second,  and the number
of hours that the wind moves at various speeds.  This calculation is referred to
as the "capacity" of the wind resource.

In order for a wind  power  project  to be  profitable,  the area in which it is
located  should have a wind resource  that yields a net capacity  factor of over
30%. The capacity  factor  (sometimes  referred to as the load factor) of a wind
project is the energy  produced during a given period divided by the energy that
would have been produced had the project been running continually and at maximum
output, i.e.:

Capacity Factor(CF)=      electricity produced during the period (MW x h)
                     -----------------------------------------------------------
                     installed capacity (MW) x number of hours in the period (h)

As wind  energy  output is a cube  function  of wind  speed,  the fewer hours at
higher wind speeds are significantly more valuable than more hours at lower wind
speeds.

A  significant  factor in  assessing  the  viability  of a power  project is the
proximity  of the project to  established  electrical  transmission  lines.  The
project  developer  must pay to connect any wind  turbines to this  transmission
line. These  connection costs are typically  justified if the property is within
15 miles of the transmission line.

COMPETITIVE BUSINESS CONDITIONS

The alternative energy business is currently  experiencing a strong growth phase
in North America. Several developers with existing generating facilities and new
developers  with land  holdings  are  engaged in the wind power  business in the
province of  Saskatchewan.  We will be competing  with other  independent  power
producers for transmission and supply contracts. In addition, traditional fossil
fuel  producers in the region may be able to generate and supply  electricity to
customers at prices below historical levels,  depending on market conditions for
oil, coal, and natural gas.

In 2004, the Canadian  government  executed the Kyoto Accord,  an  international
treaty whereby countries mutually agree to reduce the amount of greenhouse gases
they  emit.  In order to meet their  obligations  under the Kyoto  Accord,  many
Canadian utilities will be required to reduce the generation of electricity from
fossil fuels and rely on environmentally  sustainable alternatives such as solar
and wind generated power.  However, if fossil fuel prices remain low and, in the
absence of public policy  initiatives  to mandate  alternative  energy  sources,
electricity  consumers are not prepared to pay higher prices for wind  generated
power, our ability to execute a profitable  power purchase  agreement will be in
doubt.  Our  competitive  advantage  is  expected  to be  providing  electricity
generated  without  greenhouse  gas  emissions  based on our  ability  to secure
exclusive rights to generate wind power on key land parcels.

PRINCIPAL SUPPLIERS

Wind,  the "fuel" that drives a wind power  generating  plant is, by definition,
free and  inexhaustible.  The major cost categories for a wind power project are
the   turbines,   balance  of  station   costs,   which  include  all  necessary
infrastructures,  and the cost of connection to the  transmission  grid. Once in
operation,  there are ongoing  costs for  monitoring,  maintenance,  repairs and
replacement.

The  wind  power  business  is  global  with  the  majority  of  turbines  being
manufactured  in Europe and the United  States.  Existing wind power projects in
Canada have generally  selected turbines supplied by Vestas Wind Systems Inc. or
General  Electric  Energy.  Both of these  companies have  corporate  offices in
Canada.

                                       5
<PAGE>
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES

Any electricity that a project produces will be sold to a public utility located
in the province of  Saskatchewan,  or in the neighboring  Canadian  provinces of
Alberta or Manitoba,  or in the state of North Dakota. If a public utility other
the Saskatchewan Power Corporation  (SaskPower)  purchases the electricity,  the
Company will be required to make  application to SaskPower under the Open Access
Transmission  Tariff  agreement  (OATT) for  permission  to use its  electricity
distribution  grid. We have not made application to SaskPower under the OATT. If
we make such an application,  there is no assurance that SaskPower will grant us
access to the  distribution  grid, or that we would achieve access on acceptable
terms.

POWER PURCHASE AGREEMENT AND DEPENDENCE ON MAJOR CUSTOMERS

We intend to enter into an agreement,  known as a power purchase agreement (PPA)
to sell the electricity  generated from our proposed wind power  projects.  PPAs
typically  include clauses regarding the price to be paid for the electricity in
cents per  kilowatt-hour,  the term of the  agreement  (usually 10 to 20 years),
terms of interconnection costs, and termination  provisions.  Due to our limited
operations, it is unlikely that we will pursue a PPA independently. Instead, for
each project,  we will likely seek one or more potential joint venture  partners
that have wind power development experience and significant financial resources.
To date,  we have not entered into any joint venture  agreements  with any third
parties relating to our projects.

If we are able to execute a PPA with a third party,  then we intend to undertake
the  construction  of a wind power project on the  properties in which we have a
leasehold interest.  Banks and other lenders will typically finance up to 75% of
wind power  construction costs subject to review of the wind assessment data and
the PPA.  The  lender  will  ensure  the  project  has sound  fiscal  parameters
necessary to be  profitable,  namely the price to be received per megawatt  hour
and the number of  megawatts  of rated  capacity.  We have not had any  specific
communications with any representative of a debt financing institution regarding
any proposed wind power project.

Typical PPAs that power  utilities in Canada execute provide for the supply of a
specified number of megawatt-hours  for a period of between ten and twenty years
at a pre-determined  fixed price. We expect that a future PPA will encompass all
of the electricity that a particular project generates. For this reason, once we
have  entered  into a PPA,  we expect to be  dependent  upon that  customer to a
significant extent.

We  intend  to  enter  into a PPA  with a  public  utility  in the  province  of
Saskatchewan.  As the public utilities in Saskatchewan are government  entities,
counterparty risk is expected to be significantly  lower than it would be if the
customer were a for-profit entity.

If we are unable to enter into a PPA with a Saskatchewan  provincial utility, we
will consider  executing a PPA with a similar  utility in Manitoba,  Canada,  or
with a for-profit  utility in Alberta,  Canada,  or in the United States.  If we
enter into a PPA with a for-profit entity, counterparty risk will be increased.

As of the date of this report,  we have not commenced  substantive  negotiations
with any prospective  purchaser,  and there is no assurance that we will be able
to successfully conclude a PPA on acceptable terms.

CURRENT PROJECTS

We initially  decided to focus on the  acquisition  and development of potential
wind power  projects  in the  Canadian  province  of  Saskatchewan  for  several
reasons,  including the high quality wind resource, the paucity of existing wind

                                       6
<PAGE>
power installations, aging fossil fuel generating infrastructure, growing public
and political support for green energy in the province, and the participation of
that  province in the OATT.  The OATT is an agreement  which allows  independent
power producers to transmit  electricity  via the province's  electrical grid to
public utilities in Saskatchewan and to neighboring  jurisdictions in Canada and
the United States.

KEEWATIN PROJECT

In June 2005, we identified a potential  wind resource  location,  and in August
2005,  we entered  into an agreement  with a land owner  allowing the Company to
erect a meteorological  tower on land located in southwestern  Saskatchewan.  We
erected a tower on the property in early  October 2005 and  commenced  gathering
wind data.

As of the  date of this  report,  we have  assessed  wind  speed  data  from the
Keewatin  site and have  determined  that the property has a wind  resource that
warrants  the  further   collection   and  evaluation  of  wind  data,  and  the
commencement  of  initial  engineering  studies,  environmental  screening,  and
community relations activities.

Based on the wind data collected, we have identified the area in which we desire
to  acquire  the  rights to erect wind  turbines.  We believe  that this area is
ideally situated as it is removed from population centers, and is less than five
miles from the nearest provincial electricity transmission line.

We have commenced initial negotiations with additional land owners in the region
to acquire the rights to erect wind turbines at identified  locations.  However,
no land lease  agreements  have been concluded and there is no assurance that we
will be able to acquire the necessary rights on acceptable terms. As of the date
of this report, we have not applied for any government  permits or approvals for
this project.

Prior to generating any revenue from the Keewatin  project,  we must  accomplish
the following business objectives:

     *    Identify  the lands over which we wish to acquire  lease  rights,  and
          enter into lease agreements with the owners of those lands,
     *    Complete initial  engineering and  environmental  screening studies on
          the leased lands;
     *    Identify a joint venture  partner with the  financial and  operational
          resources necessary to construct and operate the project, and conclude
          a joint  venture  and  development  agreement  with the joint  venture
          partner on terms acceptable to both parties;
     *    In concert with the joint  venture  partner,  complete  the  necessary
          engineering  and  environmental  studies,  and  obtain  all  necessary
          permits;
     *    In concert  with the joint  venture  partner,  negotiate  a PPA with a
          public utility;
     *    In concert with the joint venture partner, arrange the equity and debt
          financing to fund the construction of the project;
     *    Complete the construction of the project;
     *    Arrange  for  the   connection  of  the  project  to  the   provincial
          electricity transmission grid; and
     *    Commence the generation of electricity.

SKY HARVEST PROJECT

In October  2005,  Sky Harvest -  Saskatchewan,  which  subsequently  became our
subsidiary,  identified  a potential  wind power  project  site in  southwestern
Saskatchewan  and  commenced the  collection of wind data.  Analysis of the data
collected indicates that the potential wind resource on the property exceeds the

                                       7
<PAGE>
minimum  capacity factor necessary to justify the planning and construction of a
150  megawatt  wind  power  project  on the  site.  We  acquired  Sky  Harvest -
Saskatchewan  in July as we  believe  that in  addition  to being  located in an
excellent wind resource  area, the project is ideally  situated as it is removed
from population centers, and is less than five miles from the nearest provincial
electricity  transmission  line. At the time of our acquisition of Sky Harvest -
Saskatchewan,  its  principal  shareholders  were two of our current  directors,
William Iny and Greg Yanke, as well as a former director of the Company.

Sky Harvest - Saskatchewan  has concluded land lease  agreements with landowners
allowing us to erect wind turbines on  approximately  15,000 acres. We have also
completed initial engineering and environment  screening studies on the site. At
the initiation of the project,  Sky Harvest - Saskatchewan  committed to involve
the local  community  in the  development  process and has fully  briefed  local
council members on the details of the proposed development.  The local municipal
authority responded  positively to the proposed project and voted unanimously to
amend a by-law allowing wind power development in the rural municipality.  As of
the date of this  report,  we have not  applied  for any  government  permits or
approvals for the project.

We have prepared initial estimates of the cost of building and operating a power
generation  facility on the Sky Harvest  project  lands.  As of the date of this
report,  project  costs are  expected to be in the range of $2.5 million per MW,
based on 2011 costs.  Cost estimates are likely to increase again before project
construction  commences,  owing to the world-wide high demand for wind turbines,
and the  equipment  and skilled  resources  required  to  construct a wind power
facility.  Management  expects that project cost increases will be considered in
the final determination of supply prices in a future PPA to be negotiated.

Prior to generating any revenue from the Sky Harvest project, we must accomplish
the following business objectives:

     *    Identify a joint venture  partner with the  financial and  operational
          resources necessary to construct and operate the project, and conclude
          a joint  venture  and  development  agreement  with the joint  venture
          partner on terms acceptable to both parties;
     *    In concert with the joint  venture  partner,  complete  the  necessary
          engineering  and  environmental  studies,  and  obtain  all  necessary
          permits;
     *    In concert  with the joint  venture  partner,  negotiate  a PPA with a
          public utility;
     *    In concert with the joint venture partner, arrange the equity and debt
          financing to fund the construction of the project;
     *    Complete the construction of the project;
     *    Arrange  for  the   connection  of  the  project  to  the   provincial
          electricity transmission grid; and
     *    Commence the generation of electricity.

MATADOR PROJECT

In 2007, we identified an additional  potential wind power  generation  location
near  Beechy,  Saskatchewan  known as the Matador  Pasture  and entered  into an
agreement under permit with the Government of Saskatchewan  allowing us to erect
a  meteorological  on certain  land  located in  southwestern  Saskatchewan.  We
erected this tower in autumn of 2007 and commenced  gathering wind data. We have
determined  that the Matador  project  hosts a wind  resource  that warrants the
additional  collection and evaluation of wind data, as well as the  commencement
of initial engineering studies, environmental screening, and community relations
activities. The project is removed from population centers and is traversed by a
230 kilovolt provincial electricity transmission line.

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<PAGE>
The agreement  with the  Government of  Saskatchewan  respecting  the lands that
comprise  the Matador  project  states that the  government  has no intention of
permitting the study or development of wind power by another entity and will not
permit the future  development  of another party within five miles of the land's
borders  should we develop wind power  electrical  generation  facilities on the
property.

We have not  entered  into any land lease  agreements  relating  to the  Matador
project.

RECENT CORPORATE DEVELOPMENTS

Since  the  commencement  of our  fiscal  year  beginning  June 1 2010,  we have
experienced the following significant corporate developments:

1. ADOPTION OF THE 2011 STOCK OPTION PLAN

     Effective  March 10, 2011,  our board of  directors  adopted the 2011 Stock
     Option  Plan.  The purpose of the 2011 Stock  Option Plan is to enhance the
     long-term  stockholder  value of our company by offering  opportunities  to
     directors,  officers,  employees and eligible consultants of our company to
     acquire and maintain stock  ownership in our company in order to give these
     persons the opportunity to participate in our company's growth and success,
     and to encourage  them to remain in the service of our company.  A total of
     5,000,000  shares of common stock are available for issuance under the 2011
     Stock Option Plan.

     The 2011  Stock  Option  Plan  provides  for the grant of  incentive  stock
     options and  non-qualified  stock options.  Incentive stock options granted
     under  the 2011  Stock  Option  Plan  are  those  intended  to  qualify  as
     "incentive  stock  options" as defined  under  Section 422 of the  Internal
     Revenue Code.  However,  in order to qualify as "incentive  stock  options"
     under Section 422 of the Internal  Revenue Code, the 2011 Stock Option Plan
     must be approved by the stockholders of our company within 12 months of its
     adoption.  The  2011  Stock  Option  Plan  has  not  been  approved  by our
     stockholders.  Non-qualified  stock  options  granted  under the 2011 Stock
     Option  Plan are  option  grants  that do not  qualify as  incentive  stock
     options under Section 422 of the Internal Revenue Code.

2. SASKATCHEWAN POWER CORPORATION REQUEST FOR QUALIFICATIONS

     In October  2009  Saskatchewan  Power  Corporation  (SaskPower),  the Crown
     Corporation  responsible for electricity supply in the Canadian province of
     Saskatchewan  announced its "Green Options Plan",  stating its intention to
     procure up to 175MW of wind  power  from  independent  power  producers.  A
     formal  Request for  Qualifications  (RFQ) was issued in December 2009. The
     RFQ sought to identify  qualified  bidders with the interest and capability
     to finance,  build and operate a wind generation  facility in the province.
     The  closing  date  for the RFQ  was  March  15,  2010.  Respondents  which
     qualified  will be invited to respond to a formal  Request for Proposals in
     the spring of 2010. SaskPower set certain criteria,  for respondents to the
     RFQ relating to, among other  things,  the size of the project,  control of
     the proposed  site,  wind project  expertise and financial  strength of the
     proponent.

     We were unable to meet the  financial  criteria  for the RFQ. We  therefore
     negotiated the support of an  international  wind power developer to act as
     Joint  Venture  Developer  and  Financial  Guarantor  to the  project,  and
     submitted a response to the RFQ.

                                       9
<PAGE>
     On July 15, 2010,  SaskPower  informed us that we had not been qualified in
     the RFQ as the  combined  balance  sheets of us and the  Project  Guarantor
     technically did not meet the financial requirements set out in the RFQ.

3. RESIGNATION OF OFFICER AND APPOINTMENT OF DIRECTORS

     On September 1, 2010, we appointed William Iny as its President,  CEO, CFO,
     Secretary,  and  Treasurer in place of Chris  Craddock,  who resigned  from
     these  positions  on the same  date.  Mr.  Craddock  also  resigned  as our
     director on September 1, 2010

     We  appointed  the  following  additional  directors  on the various  dates
     indicated:

          Name of Director                   Date of Appointment
          ----------------                   -------------------
          Harry Bauskin                        April 14, 2011
          Patricia J. Shorr                    April 28, 2011
          Greg Yanke                           June 14, 2011

GOVERNMENT APPROVALS AND ENVIRONMENTAL LAWS

In order to erect turbines on a property, the Company may need to apply for, and
obtain,  municipal  permits  relating to zoning and building.  Until the Company
determines  the exact  locations of the sites within the property  upon which it
intends  to  erect  turbines,  it will  not be able to  determine  the  specific
permitting  requirements for its project.  However,  the potential turbine sites
for the  Company's  wind power  project are located in areas well  removed  from
significant population centers.

The  creation  of a wind power  project  will also  involve  the  excavation  of
portions of the land and the  construction of concrete  platforms below the land
surface.  Any development project of this nature is subject to the provisions of
the   Saskatchewan   Environmental   Assessment  Act.   Before   excavation  and
construction  can be  commenced,  the Company will need to obtain  environmental
approval  from  the   Saskatchewan   provincial   government   Ministry  of  the
Environment.  The Company must apply for approval by completing an environmental
impact  assessment and statement,  as well as by providing  public notice of the
proposed development. After the public review, usually a 30 day period which may
involve  public  meetings,  the  Ministry of the  Environment  will make a final
decision  regarding the project.  An approval may include a number of conditions
to mitigate any identified environmental impacts.

As of the date of this report, the Company is not aware of any  archaeologically
significant or  ecologically  sensitive  areas within the locations on which the
Company is  contemplating  the  erection of  turbines.  However,  the Company is
unable to predict if the  requisite  permits  will be  granted;  or, if they are
granted,  what, if any, conditions may be imposed by the provincial  government,
and the costs associated with compliance therewith.  If such permits are granted
subject  to  certain  conditions,   there  is  no  assurance  that  it  will  be
economically  or  practically  feasible  for the  Company  to comply  with those
conditions.

As of the date of this  report,  the Company has not applied for any  government
permits or approvals for either location.

RESEARCH AND DEVELOPMENT, PATENTS AND TRADEMARKS

The Company has not conducted any original research and development. The Company
does not own, either legally or beneficially, any patents or trademarks.

                                       10
<PAGE>
DIRECTORS, OFFICERS AND EMPLOYEES

The  Company  has four  directors,  one of whom also  serves as Chief  Executive
Officer and Chief Financial Officer.  As of the date of this report, the Company
has no  employees,  as the  Company  has engaged  consultants  and  professional
service  firms to  perform  all the work  necessary  to  advance  the  Company's
projects. Employees will be engaged as and when the Company's activities warrant
this.

PLAN OF OPERATIONS - YEAR ENDING MAY 31, 2012

During the fiscal year ending May 31, 2012,  the Company  intends to achieve the
following business objectives:

CORPORATE ACTIVITIES

     *    Raise  additional  financing to fund the  continued  operations of the
          Company.

KEEWATIN PROJECT

     *    Commence a Wind Resource Report and Site Engineering Assessment,
     *    Commence assessment of potential environmental impacts of the proposed
          project,
     *    Commence a community relations program,
     *    Commence negotiation of land lease agreements with landowners.

SKY HARVEST PROJECT

     *    Continue to monitor wind data and update the Wind Resource  Report and
          Site engineering Assessment accordingly,
     *    Continue  discussions  with a potential  joint venture and development
          partner and reach a joint  venture  agreement in a form  acceptable to
          both parties,
     *    Continue the Community Development program to provide residents in the
          area with  information  on the project,  and to allow for comments and
          mitigation,
     *    Consult  with First  Nations  groups  that may be  impacted by project
          development.

The  Company  will  also  consider  the  potential   acquisition  of  additional
alternative energy projects in North America.

As of the date of this  report,  there  is no  assurance  that the  Saskatchewan
utility will issue  another RFQ, an RFP or a power call.  If a RFP or power call
is  issued,  there  is no  assurance  that the  Company  will be  successful  in
negotiating a PPA for the full capacity of either of its potential projects.  At
present,  only the Sky Harvest  project is at a stage of development  that would
justify participation in an RFQ, RFP or a power call.

The Company  will  require  additional  funding in order to complete the plan of
operations as set out above. While the Company does not have any commitments for
future funding,  it anticipates that additional cash requirements will be met by
debt or equity  financings.  There is no  assurance,  however,  that  additional
funding can be obtained,  or if obtained,  on terms that are  acceptable  to the
Company.

REPORTS TO SECURITY HOLDERS

We file reports and other information with the SEC. Historical information about
our  company and other  information  can be  inspected  and copied at the Public
Reference Room of the SEC located at Room 1580, 100 F Street,  N.E.,  Washington
D.C.  20549.  Copies of such materials,  including  copies of any portion of the
registration  statement,  can be obtained from the Public  Reference Room of the
SEC at  prescribed  rates.  You can call  the SEC at  1-800-SEC-0330  to  obtain

                                       11
<PAGE>
information on the operation of the Public  Reference  Room.  Such materials may
also be accessed  electronically by means of the SEC's home page on the Internet
(http://www.sec.gov).

ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR BUSINESS

IF WE DO NOT OBTAIN ADDITIONAL FINANCING OUR BUSINESS WILL FAIL.

Over  the  next  12  months,  we  expect  to  spend  approximately  $300,000  on
administrative  costs,  including  management and consulting fees,  professional
fees and general  business  expenses,  including costs related to complying with
our filing  obligations as a reporting  company.  As our operations  become more
complex, it is anticipated that these costs will increase.  We also expect incur
a further $90,000 in  pre-development  costs related to our wind power projects.
As well, we may also incur significant costs if we acquire  additional assets in
the energy sector.

As of the date of this report,  we do not have  sufficient  cash on hand to fund
all of these  expenditures.  We will  need to raise  additional  debt or  equity
financing in order to cover  remaining  business costs. We do not currently have
any  arrangements  for financing  and may not be able to find such  financing if
required.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

We have not yet commenced business  operations as an independent power producer.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful.  We were  incorporated  on  February  25, 2005 and to date have been
involved in  conducting  land  assessments,  acquiring  leasehold  interests  in
properties having the potential for wind power  development,  raising financing,
and completing wind, environmental, and community assessments.

Potential investors should be aware of the difficulties  normally encountered by
development  stage  companies and the high rate of failure of such  enterprises.
Prior to earning revenue,  of which there is no assurance,  we will likely incur
significant  costs and  expect to incur  significant  losses in the  foreseeable
future. If we are unable to acquire a property interest and erect a wind farm on
our property, we will not earn profits nor be able to continue operations.

BECAUSE OUR  CONTINUATION  AS A GOING CONCERN IS IN DOUBT,  WE WILL BE FORCED TO
CEASE BUSINESS  OPERATIONS UNLESS WE CAN GENERATE  PROFITABLE  OPERATIONS IN THE
FUTURE.

We have incurred  losses since our inception.  Further losses are anticipated in
the development of our business.  As a result,  there is substantial doubt about
our ability to continue as a going  concern.  Our ability to continue as a going
concern is  dependent  in the short to medium  term on our ability to obtain the
necessary  financing to meet our obligations  and repay our liabilities  arising
from normal  business  operations when they come due, and in the longer term, on
upon our ability to generate  profitable  operations in the future. If we cannot
raise  financing to meet our  obligations,  we will be insolvent  and will cease
business operations.

IF WE ARE NOT ABLE TO OBTAIN AN INTEREST IN A SUITABLE PROPERTY WITH A POTENTIAL
WIND RESOURCE, OUR BUSINESS WILL FAIL.

The lands on which we will seek to  construct  wind  projects are owned by other
parties. We will need to enter into land leases or other appropriate  agreements
in order to erect wind turbines and install ancillary  equipment on the Keewatin

                                       12
<PAGE>
project and Matador  project sites. We have entered into an agreement to operate
a  meteorological  tower on a property  comprising the Keewatin  project and the
Matador project in  southwestern  Saskatchewan.  However,  we do not yet have an
arrangement whereby we may erect turbines on the property.

We have entered into land lease agreements covering  approximately  15,000 acres
in another area of southwestern Saskatchewan that we refer to as the Sky Harvest
project,  allowing us to erect wind  turbines and install  ancillary  equipment,
subject,  in certain  circumstances,  to the payment of lease  payments prior to
construction  of the project.  Even though we own  leasehold  interests in these
properties,  we may not be able to obtain the  financing  necessary  to complete
lease  obligations.  If we are unable to maintain  our property  interests,  our
business will fail.

FUTURE  CHANGES IN  WEATHER  PATTERNS  COULD  NEGATIVELY  IMPACT  OUR  BUSINESS,
REDUCING POTENTIAL PROFITABILITY OR CAUSING OUR BUSINESS TO FAIL.

Changes in  weather  patterns  may  affect  our  ability to operate a wind power
project  on  any  property  we  acquire.  Wind  data  that  we  collect  from  a
meteorological tower may vary from results actually achieved when a wind turbine
is installed.  Changing  global  environmental  and weather  conditions may also
affect the reliability of the data relating to a property.

Any wind farm that we develop,  no matter where it is located,  would be subject
to variations in wind and changes in worldwide  climatic  conditions.  Sudden or
unexpected changes in environmental and  meteorological  conditions could reduce
the  productivity  of any wind farm we  construct.  Climatic  weather  patterns,
whether  seasonal  or for an  extended  period  of  time,  resulting  in  lower,
inadequate and/or inconsistent wind speed to propel the wind turbines may render
our wind parks incapable of generating adequate, or any, electrical energy.

OUR ABILITY TO ERECT TURBINES ON A PROPERTY IN  SASKATCHEWAN  WILL BE CONTINGENT
UPON IT OBTAINING  ENVIRONMENTAL  AND MUNICIPAL  PERMITS.  IF IT CANNOT  ACQUIRE
THESE PERMITS, OUR BUSINESS WILL FAIL.

In  order to erect  turbines  on the  Saskatchewan  property,  we must  excavate
portions of the land and install  concrete  platforms  below surface.  Before we
commence this, we will need to obtain  environmental  and municipal permits from
the Saskatchewan provincial government and the town responsible for the property
interest it  acquires.  Depending on  environmental  impact,  our proposed  land
disturbance may be unacceptable to these  government  bodies.  In addition,  the
turbines  themselves may be seen to have a negative  impact on the aesthetics of
the region.  These factors may prevent us from obtaining  necessary permits.  In
such circumstances, we would be forced to abandon our business plan.

IF WE CANNOT REACH AN AGREEMENT WITH A JOINT VENTURE  DEVELOPER AND OPERATOR OUR
BUSINESS WILL FAIL.

As presently  constituted,  we do not have the skills and expertise necessary to
build and operate a wind farm.  Our  management  has never been  involved in the
construction  or  operation  of a wind  power  project  and  does  not  have any
technical background in the sector.

IF WE CANNOT FIND A JOINT VENTURE PARTNER FOR OUR PROJECTS OR A PARTY WHICH WILL
PURCHASE OUR ELECTRICITY ON ACCEPTABLE TERMS, WE WILL NOT BE ABLE TO ESTABLISH A
WIND POWER PROJECT AND OUR BUSINESS WILL FAIL.

Even if we  demonstrate  a  significant  wind  resource  on a  property  that we
acquire, we may not be able to secure a joint venture partner to further develop
a project or a  purchaser  for any  electricity  that we  produce on  acceptable
terms. Without a purchaser for electricity from a property,  we will not be able
to proceed with our business plan.

                                       13
<PAGE>
BECAUSE  ALL OF OUR  ASSETS,  HALF OF OUR  DIRECTORS,  AND OUR SOLE  OFFICER ARE
LOCATED  IN  CANADA,  U.S.  RESIDENTS'  ENFORCEMENT  OF  LEGAL  PROCESS  MAY  BE
DIFFICULT.

All of our assets are located in Canada. In addition,  two of our four directors
and our sole officer resides in Canada. Accordingly, service of process upon our
company,  or upon  individuals  related  to Sky  Harvest,  may be  difficult  or
impossible to obtain within the United States. As well, any judgment obtained in
the United States against us may not be collectible within the United States.

RISKS RELATED TO OUR COMMON STOCK

A DECLINE IN THE PRICE OF OUR COMMON  STOCK  COULD  AFFECT OUR  ABILITY TO RAISE
FURTHER  WORKING  CAPITAL,  IT MAY  ADVERSELY  IMPACT OUR  ABILITY  TO  CONTINUE
OPERATIONS AND WE MAY GO OUT OF BUSINESS.

A prolonged decline in the price of our common stock could result in a reduction
in the  liquidity  of our common  stock and a reduction  in our ability to raise
capital. Because we may attempt to acquire a significant portion of the funds we
need in order to  conduct  our  planned  operations  through  the sale of equity
securities,  a decline in the price of our common stock could be  detrimental to
our liquidity and our operations  because the decline may cause investors not to
choose to invest in our  stock.  If we are  unable to raise the funds we require
for all of our  planned  operations,  we may force us to  reallocate  funds from
other planned uses which may have a significant  negative effect on our business
plan and operations,  including our ability to develop new products and continue
our  current  operations.  As a  result,  our  business  may  suffer  and not be
successful and we may go out of business.  We also might not be able to meet our
financial  obligations  if we cannot raise enough funds  through the sale of our
common stock and we may be forced to go out of business.

IF WE ISSUE ADDITIONAL  SHARES IN THE FUTURE,  IT WILL RESULT IN THE DILUTION OF
OUR EXISTING  SHAREHOLDERS  . Our  certificate of  incorporation  authorizes the
issuance of up to 100,000,000 shares of common stock with a par value of $0.001.
Our board of directors may choose to issue some or all of such shares to acquire
one or more  businesses or to provide  additional  financing in the future.  The
issuance of any such  shares  will  result in a reduction  of the book value and
market price of the outstanding shares of our common stock. If we issue any such
additional  shares,  such issuance  will cause a reduction in the  proportionate
ownership and voting power of all current  shareholders.  Further, such issuance
may result in a change of control of our corporation.

TRADING ON THE OTC  BULLETIN  BOARD MAY BE VOLATILE  AND  SPORADIC,  WHICH COULD
DEPRESS  THE MARKET  PRICE OF OUR  COMMON  STOCK AND MAKE IT  DIFFICULT  FOR OUR
STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTC Bulletin  Board  service of the  Financial
Industry  Regulatory  Authority  ("FINRA").  Trading in stock  quoted on the OTC
Bulletin Board is often thin and  characterized by wide  fluctuations in trading
prices due to many  factors  that may have little to do with our  operations  or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock  exchange,  and trading of  securities  on the OTC Bulletin
Board is often  more  sporadic  than  the  trading  of  securities  listed  on a
quotation  system  like  NASDAQ  or a stock  exchange  like the  American  Stock
Exchange.  Accordingly,  our shareholders  may have difficulty  reselling any of
their shares.

                                       14
<PAGE>
OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock.  The Securities and Exchange  Commission has adopted
Rule 15g-9 which generally  defines "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share, subject to certain exceptions.  Our securities are
covered  by the penny  stock  rules,  which  impose  additional  sales  practice
requirements  on  broker-dealers  who sell to  persons  other  than  established
customers and "accredited  investors".  The term  "accredited  investor"  refers
generally to  institutions  with assets in excess of $5,000,000  or  individuals
with a net worth in excess of $1,000,000 or annual income exceeding  $200,000 or
$300,000   jointly  with  their   spouse.   The  penny  stock  rules  require  a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which  provides  information  about  penny  stocks and the nature and
level of risks in the penny stock market.  The  broker-dealer  also must provide
the customer  with  current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and its  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these rules, the  broker-dealer  must make a special written  determination
that the penny stock is a suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in, and limit the marketability of, our common stock.

FINRA SALES PRACTICE  REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

In  addition  to the "penny  stock"  rules  promulgated  by the  Securities  and
Exchange  Commission  (see above for a discussion of penny stock  rules),  FINRA
rules require that in recommending an investment to a customer,  a broker-dealer
must have  reasonable  grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced securities to their
non-institutional  customers,  broker-dealers  must make  reasonable  efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other  information.  Under  interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some  customers.  FINRA  requirements  make it
more  difficult for  broker-dealers  to recommend  that their  customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable

ITEM 2. PROPERTIES

Our executive and head office is located at 890 West Pender  Street,  Suite 710,
Vancouver,  BC, Canada. Other than land lease agreements covering  approximately
15,000 acres in southwestern  Saskatchewan  and agreements with a land owner and
the   Government   of   Saskatchewan,   which  provide  the  right  to  erect  a
meteorological   tower  on  certain  additional  land  located  in  southwestern
Saskatchewan, we do not have an interest in any other property.

                                       15
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

                                       16
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common  stock is quoted on the OTC Bulletin  Board under the symbol  "SKYH".
The following table shows the quarterly range of high and low closing prices for
our  common  stock  over the fiscal  quarters  for the last two fiscal  years as
quoted on the OTC Bulletin Board. Investors should not rely on historical prices
of our common stock as an indication of its future price  performance.  The last
sale price of our common stock on September 2, 2011, was $0.30 per share.

Quarter Ended                           High                 Low
-------------                           ----                 ---
August 31, 2009                        $ 0.75              $ 0.30
November 30, 2009                      $ 0.75              $ 0.19
February 29, 2010                      $ 0.70              $ 0.32
May 31, 2010                           $ 0.69              $ 0.05
August 31, 2010                        $ 0.55              $ 0.01
November 30, 2010                      $ 0.55              $ 0.01
February 29, 2011                      $ 0.19              $ 0.10
May 31, 2011                           $ 0.60              $ 0.10

TRANSFER AGENT

The transfer agent and registrar for our common stock is:

     Empire Stock Transfer Inc.
     1859 Whitney Mesa Drive
     Henderson, NV 89014
     Phone: 702.818.5898
     Fax: 702.974.1444
     Website: www.empirestock.com.

HOLDERS OF COMMON STOCK

As of May 31, 2011, we have 30 registered shareholders holding 31,702,016 shares
of our common stock.

DIVIDENDS

We have  never  declared  or paid any cash  dividends  or  distributions  on our
capital stock.  We currently  intend to retain our future  earnings,  if any, to
support  operations and to finance  expansion and therefore we do not anticipate
paying any cash dividends on our common stock in the foreseeable future.

RECENT  SALES  OF  UNREGISTERED  SECURITIES;  USE OF  PROCEEDS  FROM  REGISTERED
SECURITIES

Other than as  previously  disclosed  in our  periodic  filings  pursuant to the
Exchange  Act  during the fiscal  year ended May 31,  2011,  we did not sell any
equity securities that were not registered under the Securities Act of 1933.

                                       17
<PAGE>
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The  following  discussion  and  analysis  should  be  read  together  with  our
Consolidated  Financial  Statements and the Notes to those  statements  included
elsewhere  in this  Annual  Report on Form 10-K and the  Consolidated  Financial
Statements and the Notes to those  statements  included in our Form 10-K for the
year ended May 31,  2011.  The  following  discussion  contains  forward-looking
statements  that reflect our plans,  estimates and beliefs.  Our actual  results
could differ materially from those discussed in the forward looking  statements.
Factors  that  could  cause or  contribute  to such  differences  include  those
discussed below and elsewhere in this prospectus and registration statement.

Our audited consolidated annual financial statements are stated in United States
Dollars and are prepared in  accordance  with United States  Generally  Accepted
Accounting Principles.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction
with our audited consolidated annual financial statements for the year ended May
31, 2011 which are included herein.

                                   Year Ended May 31,       Increase/(Decrease)
                                   2011          2010           $          %
                                ----------    ----------    ---------     ---
Revenue                         $       --    $        --           --    N/A
Expenses                           965,699     1,586,238     (620,539)    (39%)
Foreign exchange loss (gain)        48,837       (34,816)      83,653     N/A
Impairment Loss                  2,551,440            --    2,551,440     N/A
Interest and Dividend Income            24        (2,013)      (1,989)    (99%)
Settlement of Debt                 (15,986)           --      (15,986)    N/A
                                ----------    ----------    ---------     ---

Net Loss                        $3,484,264    $1,549,409    1,934,855     125%
                                ==========    ==========    =========     ===

REVENUE

We recorded a net operating  loss of $3,484,264  for the twelve months ended May
31, 2011 and have an accumulated deficit of $6,219,972 since inception.  We have
had no operating  revenues  since our  inception on February 25, 2005 through to
the period ended May 31, 2011.  We do not  anticipate  that we will generate any
revenues during the period in which we are a development stage company.

                                       18
<PAGE>
EXPENSES

Our expenses for the years ended May 31, 2011 and 2010 are outlined below:

                                  Year Ended May 31,      Increase/(Decrease)
                                  2011          2010          $         %
                               ----------    ----------   ---------   -----
Consulting fees                $   54,476    $  128,348     (73,872)    (58%)
Engineering and development        92,917       200,692    (107,775)    (54%)
Management fees                    94,144       169,243     (75,099)    (44%)
Professional fees                  54,757       133,480     (78,723)    (59%)
General and administrative        669,405       711,974     (42,569)     (6%)
Acquired development costs             --       242,501    (242,501)   (100%)
                               ----------    ----------   ---------   -----

Total Operating Expenses       $  965,699    $1,586,238    (620,539)    (39%)
                               ==========    ==========   =========   =====

Consulting  fees  decreased by $73,872  from  $128,348 in the year ended May 31,
2010 to $54,476 in the year ended May 31, 2011.  Consulting  fees decreased as a
result of decreased  expenditures on investor relations activities and financial
consulting  fees that we incurred in 2010 in connection  with the acquisition of
Sky Harvest -- Saskatchewan.

Engineering and development  expenses decreased by $107,775 from $200,692 in the
year ended May 31, 2010 to $92,917 in the year ended May 31, 2011. This decrease
is a result of reduced development work on our wind power projects.

Management  fees for the year  ended May 31,  2011  decreased  by  $75,099  from
$169,243  for the year ended May 31,  2010 to $94,144 for the year ended May 31,
2011.  This decrease is a result of the  termination of our management  contract
with Chris  Craddock,  who  ceased  providing  us with  management  services  on
September 1, 2010.  Since that date,  William Iny, our president and a director,
had provided us with management  services for remuneration of $5,000,  which has
been entirely accrued since September 1, 2010.

Professional  fees  decreased by $78,723 from $133,480 in the year ended May 31,
2010 to $54,757 in the year ended May 31,  2011 due to the fact that we incurred
higher  than  usual  professional  fees in fiscal  2010 in  connection  with our
acquisition  of Sky Harvest -  Saskatchewan  and the  creation of a stock option
plan.

General and  administrative  expenses  decreased by $42,569 from $711,974 in the
year ended May 31,  2010 to $669,405  in the year ended May 31,  2011.  Of these
amounts,  in  2010  and  2011,  $589,514  and  $585,180  of  these  amounts  are
attributable  to  stock-based  compensation  paid to directors  and  consultants
during the respective fiscal years.

Acquired  development  costs in the amount of $242,501 expensed during the three
months ended August 31, 2009,  represent develop costs incurred by Sky Harvest -
Saskatchewan prior to our acquisition of the company on July 11, 2009.

                                       19
<PAGE>
IMPAIRMENT LOSS

We have recorded an impairment  loss of $2,551,440 for the fiscal year ended May
31, 2011  relating  to the  intangible  assets that we acquired  pursuant to our
acquisition of Sky Harvest - Saskatchewan.  The write down of this asset was due
to the  uncertainty  regarding the Sky Harvest  project's  future cash flows, if
any, and the  uncertainty of our ability to execute a power  purchase  agreement
relating to the project and the terms of what such an agreement would be.

LIQUIDITY AND CAPITAL RESOURCES

Our financial condition for the year ended May 31, 2011 and 2010 and the changes
between those periods for the respective items are summarized as follows:

WORKING CAPITAL

                                       Year Ended May 31,    Increase/Decrease
                                       2011         2010         $         %
                                    ---------    ---------   ---------    ---
Current Assets                      $  87,440       75,343      12,097     16%
Current Liabilities                   513,079       98,166     414,913    423%
                                    ---------    ---------   ---------    ---

Working Capital                     $(425,639)     (22,823)   (402,816)   N/A
                                    =========    =========   =========    ===

The $402,816  decrease in our working capital  position from ($22,823) as of May
31,  2010,  to  ($425,639)  as of May 31,  2011  was  primarily  due to loans we
received  from our  directors and third parties that we used to fund our project
development  and corporate  activities,  the accrual of  management  fees to our
president,  delays in paying our creditors.  Subsequent to the fiscal year ended
May 31, 2011, our working capital position improved  following our completion of
a $492,500 equity financing in June 2011.

CASH FLOWS

                                       Year Ended May 31,    Increase/Decrease
                                       2011         2010         $         %
                                    ---------    ---------   ---------    ---
Cash Flows (used in) Operating
 Activities                         $(208,008)    (669,315)   (461,307)   (69%)
Cash Flows provided by (used in)
 Investing Activities                  22,840      667,433    (644,593)   (97%)
Cash Flows provided by Financing
 Activities                           267,714           --          --    N/A
Effect of exchange rate changes
 on cash                              (59,315)     (34,473)     24,842    N/A
                                    ---------    ---------   ---------    ---
Net increase (decrease) in cash
 during year                        $  23,231      (36,355)    (59,586)   N/A
                                    =========    =========   =========    ===

CASH USED IN OPERATING ACTIVITIES

During the year ended May 31, 2011 we used net cash in operating  activities  in
the amount of $208,008  (year ended May 31, 2010 - $669,315).  The cash was used
to fund our corporate activities and operations on our wind power project.

                                       20
<PAGE>
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

During the year ended May 31,  2011 we  redeemed  the  remaining  $22,840 of our
short-term  investments.  In fiscal  2010,  we  redeemed  970,644 in  short-term
investments  and acquired  wind tower  equipment at a cost of $1,338 and cash in
the  amount  of  $21,016  as a  result  of  our  acquisition  of Sky  Harvest  -
Saskatchewan. We also purchased short-term investments of $322,839 in our fiscal
year ended May 31, 2010.

CASH FROM FINANCING ACTIVITIES

In the fiscal year ended May 31, 2011, we received $207,390 in loans from two of
our directors.  In addition,  we received a third party loan of $60,324.  We did
not undertake any financing activities during the year ended May 31, 2010.

FUTURE FINANCINGS

We  recorded a net loss of  $987,012  for the fiscal year ended May 31, 2011 and
have an accumulated  deficit of $3,668,532  since our  inception.  As of May 31,
2011, we had cash and short term  investments  totaling  $23,465 (May 31, 2010 -
$23,105).

Subsequent  to the fiscal  year,  we  completed  a private  placement  financing
consisting of the sale of 1,970,000  common shares at a purchase  price of $0.25
per share for gross proceeds of $492,500.  We expect that these funds will cover
our anticipated  operating costs over the next 12 months.  However, we will need
additional  funds to cover our  outstanding  liabilities.  In  addition  we will
require further  financing in order to fund any expenses for the construction of
our proposed wind turbine projects.

As of the date of this  report,  we do not have any  arrangements  in place  for
additional  debt  financing or for the sale of our  securities,  and there is no
assurance that we will be able to raise funds through either means.

We have not had any specific  communications  with any  representative of a debt
financing institution regarding our proposed wind power project. We will only be
able to secure debt  financing for wind turbines if we are able to prove that an
economic  wind  resource  exists on a property that is acquired and that we have
negotiated a power purchase agreement with a credit worthy counter-party.

We  anticipate  continuing to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing shareholders.  As of the date of this report,
there is no assurance  that we will achieve any  additional  sales of our equity
securities  or  arrange  for debt or  other  financing  to fund our  development
activities.

SUBSEQUENT EVENT

Subsequent  to the fiscal  year,  we  completed  a private  placement  financing
consisting of the sale of 1,970,000  common shares at a purchase  price of $0.25
per share for gross proceeds of $492,500.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet  arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition,  revenues or  expenses,  results of  operations,  liquidity,  capital
expenditures or capital resources that is material to stockholders.

                                       21
<PAGE>
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff  Position  EITF  03-6-1,   "DETERMINING  WHETHER  INSTRUMENTS  GRANTED  IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES".  FSP EITF 03-6-1
addresses whether instruments  granted in share-based  payment  transactions are
participating  securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial  Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective  for financial  statements  issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited.  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's financial statements.

In May 2009, FASB issued SFAS No. 165 (SFAS 165) "SUBSEQUENT  EVENTS".  SFAS 165
establishes general standards of for the evaluation,  recognition and disclosure
of events and  transactions  that occur after the balance  sheet date.  Although
there is new terminology,  the standard is based on the same principles as those
that currently exist in the auditing standards.  The standard,  which includes a
new  required  disclosure  of the date  through  which an entity  has  evaluated
subsequent  events, is effective for interim or annual periods ending after June
15, 2009. The adoption of SFAS 165 is not expected to have a significant  impact
on the Company's financial statements.

In May 2008, the FASB issued SFAS No. 162, "The HIERARCHY OF GENERALLY  ACCEPTED
ACCOUNTING PRINCIPLES". SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the  preparation of
financial   statements  of  nongovernmental   entities  that  are  presented  in
conformity with generally accepted  accounting  principles in the United States.
It is  effective  60 days  following  the SEC's  approval of the Public  Company
Accounting Oversight Board amendments to AU Section 411, "THE MEANING OF PRESENT
FAIRLY  IN  CONFORMITY  WITH  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES".  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's financial statements.

In  March  2008,  FASB  issued  SFAS  No.  161,  "DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS  AND HEDGING  ACTIVITIES - AN AMENDMENT TO FASB  STATEMENT NO. 133".
SFAS  No.  161  is  intended  to  improve  financial  standards  for  derivative
instruments and hedging activities by requiring  enhanced  disclosures to enable
investors to better understand their effects on an entity's financial  position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures  about: (a) how and why an entity uses derivative  instruments;  (b)
how  derivative  instruments  and related  hedged items are  accounted for under
Statement  133  and  its  related   interpretations;   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial performance,  and cash flows. It is effective for financial statements
issued for fiscal years  beginning  after November 15, 2008, with early adoption
encouraged.  The Company is currently  evaluating  the impact of SFAS No. 161 on
its financial statements,  and the adoption of this statement is not expected to
have a material effect on the Company's financial statements.

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

                                       22
<PAGE>
In December  2007,  the FASB issued SFAS No. 160,  "NONCONTROLLING  INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS LIABILITIES -AN AMENDMENT OF ARB NO. 51". This
statement amends ARB 51 to establish  accounting and reporting standards for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  This statement is effective for fiscal years,  and interim  periods
within those fiscal  years,  beginning  on or after  December 15, 2008.  Earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.

In February  2007,  the FASB issued  SFAS No.  159,  "THE FAIR VALUE  OPTION FOR
FINANCIAL  ASSETS AND  FINANCIAL  LIABILITIES  - INCLUDING  AN AMENDMENT OF FASB
STATEMENT NO. 115".  This statement  permits  entities to choose to measure many
financial  instruments  and  certain  other  items  at fair  value.  Most of the
provisions  of SFAS No.  159 apply  only to  entities  that elect the fair value
option.  However,  the  amendment  to  SFAS  No.  115  "ACCOUNTING  FOR  CERTAIN
INVESTMENTS  IN  DEBT  AND  EQUITY  SECURITIES"  applies  to all  entities  with
available-for-sale  and trading securities.  SFAS No. 159 is effective as of the
beginning of an entity's  first fiscal year that begins after November 15, 2007.
Early  adoption is permitted as of the beginning of a fiscal year that begins on
or before  November  15,  2007,  provided  the entity  also  elects to apply the
provision  of SFAS No. 157,  "FAIR  VALUE  MEASUREMENTS".  The  adoption of this
statement did not have a material effect on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption  of this  statement  did not have a  material  effect on the  Company's
financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                       23
<PAGE>

                          Sky Harvest Windpower Corp.
                         (A Development Stage Company)

                                  May 31, 2011

Report of Independent Registered Public Accounting Firm.......................25

Consolidated Balance Sheets as of May 31, 2011 and May 31, 2010...............26

Consolidated Statements of Operations for the years ended May 31, 2011 and
 2010, and for the period since inception.....................................27

Consolidated Statement of Stockholders' Equity for years ended May 31, 2011
 and 2010, and the period since inception.....................................28

Consolidated Statements of Cash Flows for the years ended May 31, 2011
 and 2010, and for the period since inception.................................32

Notes to the Consolidated Financial Statements................................33

                                       24
<PAGE>
                          PLS CPA, A PROFESSIONAL CORP.
                  * 4725 MERCURY STREET SUITE 210 * SAN DIEGO *
            CALIFORNIA 92111 * * TELEPHONE (858)722-5953 * FAX (858)
                          761-0341 * FAX (858) 764-5480
                         * E-MAIL CHANGGPARK@GMAIL.COM *

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Sky Harvest Windpower Cor.
A Development Stage Company

We have  audited the  accompanying  consolidated  balance  sheets of Sky Harvest
Windpower Corp. (A Development  Stage "Company") as of May 31, 2011 and 2010 and
the related  consolidated  statements  of  operation,  changes in  shareholders'
equity and cash  flows for the years  then  ended and for the period  August 26,
1998 (inception) to May 31, 2011. These  consolidated  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial  positions of Sky
Harvest  Windpower  corp.  as of May 31,  2011 and  2010,  and the  consolidated
results of its operation and its cash flows for the years then ended and for the
period  August 26,  1998  (inception)  to May 31, 2011 in  conformity  with U.S.
generally accepted accounting principles.

The  consolidated  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial  statements,  the Company's losses from operations raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ PLS CPA
---------------------------
PLS CPA, A Professional Corp.

September 12, 2011
San Diego, CA 92111

                                       25
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                      May 31,              May 31,
                                                                       2011                 2010
                                                                        $                    $
                                                                    ----------           ----------
<S>                                                                 <C>                  <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                             23,465                  234
  Short term investment                                                     --               22,871
  Other receivables                                                     10,855               20,112
  Prepaid expenses                                                      53,120               21,585
  Due from related party                                                    --               10,541
                                                                    ----------           ----------
      TOTAL CURRENT ASSETS                                              87,440               75,343

Property and equipment, net (Note 4)                                    71,945               70,961
Intangible assets (Note 5)                                                  --            2,551,440
                                                                    ----------           ----------

      TOTAL ASSETS                                                     159,385            2,697,744
                                                                    ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
  Accounts payable                                                     166,576               97,612
  Accrued liabilities                                                    3,156                  554
  Due to related parties (Note 9)                                      283,023                   --
  Note payable (Note 7)                                                 60,324                   --
                                                                    ----------           ----------
      TOTAL LIABILITIES                                                513,079               98,166
                                                                    ----------           ----------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock:
    Authorized: 10,000,000 shares, $0.001 par value
    Issued and outstanding: 1 share (2010 - 1 share)                        --                   --
  Common Stock:
    Authorized: 100,000,000 shares, $0.001 par value
    Issued and outstanding: 29,732,016 shares
     (2010 - 29,732,016 shares)                                         29,732               29,732
  Additional paid-in capital                                         5,829,796            5,244,616
  Common stock subscribed (Note 11)                                      6,750                6,750
  Accumulated other comprehensive loss                                 (82,445)             (28,257)
  Deficit accumulated during the development stage                  (6,137,527)          (2,653,263)
                                                                    ----------           ----------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                            (353,694)           2,599,578
                                                                    ----------           ----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             159,385            2,697,744
                                                                    ==========           ==========
Continuing operations (Note 1)
Commitments and contingencies (Note 11)
</TABLE>


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

                                       26
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                     Accumulated from
                                                    February 25, 2005
                                                        (Date of           For the Year         For the Year
                                                      Inception) to           Ended                Ended
                                                         May 31,              May 31,              May 31,
                                                          2011                 2011                 2010
                                                           $                    $                    $
                                                       ----------           ----------           ----------
<S>                                                    <C>                  <C>                  <C>
EXPENSES
  Consulting fees                                         366,447               54,476              128,348
  Engineering and development                             412,331               92,917              200,692
  Management fees (Note 9)                                600,580               94,144              169,243
  Professional fees                                       353,765               54,757              133,480
  General and administrative                            1,767,512              669,405              711,974
  Acquired development costs                              242,501                   --              242,501
                                                       ----------           ----------           ----------
Operating loss                                         (3,743,136)            (965,699)          (1,586,238)

Other Income (Loss)
  Impairment loss (Note 5)                             (2,551,440)          (2,551,440)                  --
  Interest income                                          89,382                   24               (2,013)
  Foreign exchange gain                                    83,653               48,837              (34,816)
  Settlement of debt                                      (15,986)             (15,986)                  --
                                                       ----------           ----------           ----------
Net loss                                               (6,137,527)          (3,484,264)          (1,549,409)

Other Comprehensive Loss
  Foreign currency translation adjustments                (82,445)             (54,188)             (28,257)
                                                       ----------           ----------           ----------

Comprehensive loss                                     (6,219,972)          (3,538,452)          (1,577,666)
                                                       ==========           ==========           ==========

Net loss per common share - basic and diluted                                     (0.12)               (0.06)
                                                                            -----------          -----------
Weighted average number of common stock outstanding                          29,732,000           27,689,000
                                                                            -----------          -----------
</TABLE>


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

                                       27
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                         Accumulated
                                                                                Additional     Common    During the
                               Preferred                Common                   Paid-in       Stock     Development
                                 Stock     Amount       Shares       Amount      Capital     Subscribed     Stage        Total
                                   #         $            #            $            $             $           $            $
                                 ------    ------     ----------    --------    ---------      -------    ----------    --------
<S>                              <C>       <C>        <C>           <C>         <C>            <C>       <C>            <C>
Balance - February 25, 2005
 (Date of Inception)                 --        --             --          --           --           --            --          --

Common stock issued on March 2,
 2005 to founders for cash at
 $0.00167 per share                  --        --      6,000,000       6,000        4,000           --            --      10,000

Common stock issued from
 March 4, 2005 to March 20,
 2005 for cash at $0.0033
 per share                           --        --      3,000,000       3,000        7,000           --            --      10,000

Common stock issued on
 March 31, 2005 for cash
 at $0.0167 per share                --        --        300,000         300        4,700           --            --       5,000

Common stock issued from
 April 7, 2005 to April 28,
 2005 for cash at $0.0167
 per share                           --        --        480,000         480        7,520           --            --       8,000

Common stock issued from May 1,
 2005 to May 25, 2005 for cash
 at $0.0167 per share                --        --        690,000         690       10,810           --            --      11,500

Common stock issued on May 29,
 2005 for cash at $0.0167  per
 share                               --        --         60,000          60        9,940           --            --      10,000

Net loss for the period              --        --             --          --           --           --       (12,321)    (12,321)
                                 ------    ------     ----------    --------    ---------      -------    ----------    --------
Balance - May, 31 2005
 carried forward                     --        --     10,530,000      10,530       43,970           --       (12,321)     42,179
                                 ------    ------     ----------    --------    ---------      -------    ----------    --------
</TABLE>


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

                                       28
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
(Expressed in US Dollars, except number of shares)


<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                         Accumulated
                                                                                Additional     Common    During the
                               Preferred                Common                   Paid-in       Stock     Development
                                 Stock     Amount       Shares       Amount      Capital     Subscribed     Stage         Total
                                   #         $            #            $            $             $           $             $
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
<S>                              <C>       <C>        <C>           <C>         <C>            <C>       <C>            <C>
Balance - May, 31, 2005
 brought forward                     --        --     10,530,000      10,530       43,970           --       (12,321)      42,179

Net loss for the year                --        --             --          --           --           --       (57,544)     (57,544)
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
Balance - May 31, 2006               --        --     10,530,000      10,530       43,970           --       (69,865)     (15,365)

Common stock subscribed              --        --             --          --           --      500,500            --      500,500

Stock-based compensation             --        --             --          --      365,508           --            --      365,508

Net loss for the year                --        --             --          --           --           --      (435,426)    (435,426)
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
Balance - May 31, 2007
 carried forward                     --        --     10,530,000      10,530      409,478      500,500      (505,291)     415,217
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
</TABLE>


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

                                       29
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
(Expressed in US Dollars, except number of shares)


<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                         Accumulated
                                                                                Additional     Common    During the
                               Preferred                Common                   Paid-in       Stock     Development
                                 Stock     Amount       Shares       Amount      Capital     Subscribed     Stage         Total
                                   #         $            #            $            $             $           $             $
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
<S>                              <C>       <C>        <C>           <C>         <C>            <C>       <C>            <C>
Balance - May 31, 2007
 carried forward                     --        --     10,530,000      10,530      409,478      500,500      (505,291)     415,217

Common stock issued on July
 11, 2007 for cash at $0.70
 per share                           --        --        715,000         715      499,785     (500,500)           --          --

Common stock issued on July
 11, 2007 for finders' fees          --        --         71,500          71       49,979           --            --       50,050

Common stock issued on July
 27, 2007 for cash at $1.20
 per share                           --        --      1,075,000       1,075    1,288,925           --            --    1,290,000

One million share purchase
 warrants issued for finders'
  fee                                --        --             --          --      321,279           --            --      321,279

Finders' fees                        --        --             --          --     (498,080)          --            --     (498,080)

Net loss for the year                --        --             --          --           --           --      (256,830)    (256,830)
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
Balance - May 31, 2008               --        --     12,391,500      12,391    2,071,366           --      (762,121)   1,321,636

Common stock subscribed              --        --             --          --           --        6,750            --        6,750

Net loss for the year                --        --             --          --           --           --      (341,733)    (341,733)
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
Balance - May 31, 2009
 carried forward                     --        --     12,391,500      12,391    2,071,366        6,750    (1,103,854)     986,653
                                 ------    ------     ----------    --------    ---------      -------    ----------    ---------
</TABLE>


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

                                       30
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                       Accumulated
                                                                 Additional    Common     Accumulated  During the
                         Preferred           Common               Paid-in      Stock         Other     Development
                           Stock     Amount  Shares     Amount    Capital    Subscribed  Comprehensive    Stage         Total
                             #         $        #          $          $           $          Loss           $             $
                           ----     ------  ----------  --------  ---------    -------    ----------    ----------    ----------
<S>                         <C>       <C>      <C>         <C>       <C>          <C>       <C>            <C>
Balance - May 31, 2009
 carried forward             --        --   12,391,500    12,391  2,071,366      6,750            --    (1,103,854)      986,653

Common stock issued
 pursuant to business
 acquisition                 --        --   17,340,516    17,341  2,583,736         --            --            --     2,601,077

Preferred stock issued
 pursuant to business
 acquisition                  1        --           --        --         --         --            --            --            --

Stock-based compensation     --        --           --        --    589,514         --            --            --       589,514

Accumulated other
 comprehensive loss          --        --           --        --         --         --       (28,257)           --       (28,257)

Net loss for year            --        --           --        --         --         --            --    (1,549,409)   (1,549,409)
                           ----    ------   ----------  --------  ---------    -------    ----------    ----------    ----------
Balance - May 31, 2010        1        --   29,732,016    29,732  5,244,616      6,750       (28,257)   (2,653,263)    2,599,578

Stock-based compensation     --        --           --        --    585,180         --            --            --       585,180

Accumulated other
comprehensive loss           --        --           --        --         --         --       (54,188)           --       (54,188)

Net loss for the year        --        --           --        --         --         --            --    (3,484,264)   (3,484,264)
                           ----    ------   ----------  --------  ---------    -------    ----------    ----------    ----------

Balance - May 31, 2011        1        --   29,732,016    29,732  5,829,796      6,750       (82,445)   (6,137,527)     (353,694)
                           ====    ======   ==========  ========  =========    =======    ==========    ==========    ==========
</TABLE>


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

                                       31
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                 Accumulated from
                                                                February 25, 2005
                                                                     (Date of           For the Year         For the Year
                                                                   Inception) to           Ended                Ended
                                                                      May 31,              May 31,              May 31,
                                                                       2011                 2011                 2010
                                                                        $                    $                    $
                                                                    ----------           ----------           ----------
<S>                                                                 <C>                  <C>                  <C>
OPERATING ACTIVITIES
  Net loss for the period                                           (6,137,527)          (3,484,264)          (1,549,409)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation                                                       23,011                4,144                5,602
     Stock-based compensation                                        1,545,162              585,180              589,514
     Impairment loss                                                 2,551,440            2,551,440                   --
     Loss on settlement of debt                                         15,986               15,986                   --
     Acquired development costs                                        242,501                   --              242,501
  Changes in operating assets and liabilities:
     Prepaid expenses                                                  (40,986)             (31,535)               1,044
     Accrued interest                                                      244                   31                8,586
     Accounts payable and accrued liabilities                          148,067               98,606               54,144
     Account receivable                                                (29,213)             (23,229)             (20,112)
     Note receivable                                                  (280,000)                  --                   --
     Due to related parties                                             74,448               75,633               (1,185)
                                                                    ----------           ----------           ----------
           NET CASH FLOWS USED IN OPERATING ACTIVITIES              (1,886,867)            (208,008)            (669,315)
                                                                    ----------           ----------           ----------
INVESTING ACTIVITIES
  Purchase of equipment                                                (23,504)                  --               (1,388)
  Purchase of short-term investments                                (2,472,839)                  --             (322,839)
  Redemption of short-term investments                               2,493,484               22,840              970,644
  Cash acquired from acquisition                                        21,016                   --               21,016
                                                                    ----------           ----------           ----------
           NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES              18,157               22,840              667,433
                                                                    ----------           ----------           ----------
FINANCING ACTIVITIES
  Proceeds from common stock issuances                               1,718,249                   --                   --
  Proceeds from related party loans                                    207,390              207,390                   --
  Proceeds from note payable                                            60,324               60,324                   --
                                                                    ----------           ----------           ----------
           NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES           1,985,963              267,714                   --
                                                                    ----------           ----------           ----------

Effect of exchange rate changes on cash                                (93,788)             (59,315)             (34,473)
                                                                    ----------           ----------           ----------
Increase (decrease) in cash and cash equivalents                        23,465               23,231              (36,355)
Cash and cash equivalents - beginning of period                             --                  234               36,589
                                                                    ----------           ----------           ----------

Cash and cash equivalents - end of period                               23,465               23,465                  234
                                                                    ==========           ==========           ==========
SUPPLEMENTARY DISCLOSURES:
  Interest paid                                                             --                   --                   --
  Income taxes paid                                                         --                   --                   --
                                                                    ----------           ----------           ----------
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Stock issuance for acquisition                                     2,601,077                   --            2,601,077
  Increase intangible asset due to acquisition                              --                   --            2,551,400
  Accounts payable increased due to acquisition                         30,986                   --               30,986
                                                                    ----------           ----------           ----------
</TABLE>


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

                                       32
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


1. Organization and Description of Business

Sky Harvest  Windpower Corp.  (the  "Company") was  incorporated in the State of
Nevada on February 25, 2005.  The Company is a  Development  Stage  Company,  as
defined by Financial  Accounting  Standards Board ("FASB") Accounting  Standards
Codification  ("ASC") 915,  DEVELOPMENT  STAGE ENTITIES.  Its activities to date
have been limited to capital  formation,  organization,  and  development of its
business plan for the  exploration  and  development  of wind power  projects in
Canada.

Effective July 13, 2009, the Company  acquired all the outstanding  common stock
of Sky Harvest Windpower (Saskatchewan) Corp. ("Sky Harvest - Saskatchewan"),  a
private company incorporated under the laws of Canada.

On  September  1, 2009,  the Company  completed  a merger with its  wholly-owned
inactive  subsidiary,  Sky Harvest Windpower Corp., a Nevada corporation,  which
was  incorporated  solely to effect a change in the Company's name. As a result,
the  Company  changed  its name from  Keewatin  Windpower  Corp.  to Sky Harvest
Windpower Corp.

These  consolidated  financial  statements have been prepared on a going concern
basis,  which  implies  the  Company  will  continue  to realize  its assets and
discharge  its  liabilities  in the normal  course of business.  The Company has
never generated revenues since inception and has never paid any dividends and is
unlikely to pay dividends or generate  earnings in the immediate or  foreseeable
future. The continuation of the Company as a going concern is dependent upon the
continued financial support from its shareholders, the ability of the Company to
obtain  necessary  equity  financing  to  continue  operations,  the  successful
exploitation of economically recoverable electricity in its wind power projects,
and the attainment of profitable operations. As at May 31, 2011, the Company has
accumulated   losses  of  $6,137,527  since   inception.   These  factors  raise
substantial  doubt  regarding  the  Company's  ability  to  continue  as a going
concern.  These consolidated financial statements do not include any adjustments
to  the   recoverability  and  classification  of  recorded  asset  amounts  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

Management plans to raise  additional  funds through debt and equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much  capital the  Company  will  attempt to raise and on what  terms.  There is
however  no  assurance  that the  Company  will be able to raise any  additional
capital  through any type of offering on terms  acceptable  to the  Company.

2. Significant Accounting Polices

a. Basis of Accounting

The Company's  consolidated  financial statements are prepared using the accrual
method of accounting.  These consolidated statements include the accounts of the
Company  and its  wholly-owned  subsidiaries  Keewatin  Windpower  Inc.  and Sky
Harvest - Saskatchewan.  All significant intercompany  transactions and balances
have  been  eliminated.  The  Company  has  elected a May 31  year-end.

b. Cash Equivalents

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

                                       33
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


2. Significant Accounting Polices (continued) c. Marketable Securities

The Company defines marketable securities as income yielding securities that can
be readily  converted  into cash.  Examples  of  marketable  securities  include
Treasury and agency  obligations,  commercial paper,  corporate notes and bonds,
time deposits with an original maturity greater than 3 months, foreign notes and
certificates of deposit. The Company accounts for investments in debt and equity
instruments  under ASC 320,  INVESTMENTS - DEBT AND EQUITY.  The Company follows
the  guidance  provided  by ASC  320 to  assess  whether  our  investments  with
unrealized loss positions are other than  temporarily  impaired.  Realized gains
and  losses  and  declines  in value  judged  to be  other  than  temporary  are
determined based on the specific identification method and are reported in other
income (expense).  Management determines the appropriate  classification of such
securities at the time of purchase and re-evaluates  such  classification  as of
each balance sheet date. d. Fair Value Measurements

ASC 820,  FAIR VALUE  MEASUREMENTS  AND  DISCLOSURES,  defines fair value as the
price  that  would be  received  from  selling  an asset or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date. In determining fair value for assets and liabilities  required
or permitted to be recorded at fair value,  the Company  considers the principal
or most  advantageous  market  in  which  it  would  transact  and it  considers
assumptions  that  market  participants  would  use when  pricing  the  asset or
liability.

FAIR VALUE HIERARCHY

ASC 820  establishes a fair value  hierarchy that requires an entity to maximize
the use of observable  inputs and minimize the use of  unobservable  inputs when
measuring fair value. A financial  instrument's  categorization  within the fair
value  hierarchy is based upon the lowest level of input that is  significant to
the fair value measurement.  ASC 820 establishes three levels of inputs that may
be used to measure fair value:

LEVEL 1

Level 1 applies to assets and  liabilities  for which there are quoted prices in
active  markets for identical  assets or  liabilities.  Valuations  are based on
quoted prices that are readily and  regularly  available in an active market and
do not entail a significant degree of judgment.

LEVEL 2

Level 2 applies to assets and liabilities for which there are other than Level 1
observable  inputs such as quoted prices for similar  assets or  liabilities  in
active  markets,  quoted prices for identical  assets or  liabilities in markets
with insufficient  volume or infrequent  transactions (less active markets),  or
model-derived  valuations in which  significant  inputs are observable or can be
derived  principally  from, or corroborated by,  observable market data. Level 2
instruments  require more  management  judgment and  subjectivity as compared to
Level 1 instruments.  For instance:  o Determining  which  instruments  are most
similar to the instrument being priced requires  management to identify a sample
of similar securities based on the coupon rates, maturity, issuer, credit rating
and instrument type, and subjectively  select an individual security or multiple
securities  that are deemed most similar to the  security  being  priced;  and o
Determining whether a market is considered active requires management judgment.

LEVEL 3

Level 3 applies  to assets  and  liabilities  for which  there are  unobservable
inputs to the valuation  methodology  that are significant to the measurement of
the fair value of the assets or liabilities. The determination of fair value for
Level 3 instruments requires the most management judgment and subjectivity.

The Company believes the fair value of its financial  instruments  consisting of
cash, other  receivables,  accounts payable,  amounts due to related parties and
notes payable  approximate  their carrying  values due to the  relatively  short
maturity of these instruments.

                                       34
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


2. Significant Accounting Polices (continued) e. Equipment

(i) Amortization Methods and Rates

Equipment is carried at cost.  Depreciation  is computed  using a  straight-line
method over the estimated useful lives of the depreciable property,  which range
from 3 to 5 years.  Management  evaluates  useful  lives  regularly  in order to
determine   recoverability   taking  into  consideration  current  technological
conditions.  Maintenance  and  repairs  are  charged to  expenses  as  incurred;
additions and  betterments are  capitalized.  Upon retirement or disposal of any
item of equipment, the cost and related accumulated depreciation of the disposed
assets is  removed,  and any  resulting  gain or loss is  credited or charged to
operations.  Costs included in wind equipment are under construction and will be
amortized over their useful life on a straight-line basis once they are put into
use.

(ii) Asset Impairment

The Company performs  impairment tests on its property and equipment when events
or changes in  circumstances  occur that indicate the carrying value of an asset
may not be  recoverable.  Estimated  future  cash  flows  are  calculated  using
estimated  future  prices and  operating  and capital  costs on an  undiscounted
basis.  When the carrying value of the property and equipment  exceeds estimated
future cash flows, the asset is impaired.  An impairment loss is recorded to the
extent the carrying value exceeds the discounted  value of the estimated  future
cash flows.

(iii)Repairs and Maintenance

Repairs and  maintenance  costs are charged to expense as incurred,  except when
these  repairs  significantly  extend  the  life of an  asset  or  result  in an
operating improvement. In these instances, the portion of these repairs relating
to the betterment is capitalized as part of property and equipment.

f. Long Lived Assets

INTANGIBLE ASSETS

In  accordance  with ASC 350,  INTANGIBLES  - GOODWILL  AND OTHER,  goodwill  is
required to be tested for impairment on an annual basis,  or more  frequently if
certain  indicators  arise,  using  the  guidance  specifically   provided,  and
purchased  intangible  assets  other than  goodwill are required to be amortized
over their useful lives unless there lives are determined to be indefinite.

Management reviews intangible assets at least annually,  and on an interim basis
when conditions  require,  evaluates events or changes in circumstances that may
indicate impairment in the carrying amount of such assets. An impairment loss is
recognized  in the  statement of operations in the period that the related asset
is deemed to be impaired.

In accordance  with ASC 360,  PROPERTY,  PLANT AND EQUIPMENT,  the Company tests
long-lived assets or asset groups for  recoverability  when events or changes in
circumstances  indicate  that  their  carrying  amount  may not be  recoverable.
Circumstances  which  could  trigger a review  include,  but are not limited to:
significant  decreases  in the market  price of the asset;  significant  adverse
changes  in the  business  climate  or  legal  factors;  accumulation  of  costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing  losses associated with the
use of the asset;  and current  expectation that the asset will more likely than
not be sold or disposed  significantly  before the end of its  estimated  useful
life.

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

                                       35
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


2. Significant Accounting Polices (continued)

g. Income Taxes

Income taxes are provided in accordance  with ASC 740,  INCOME TAXES. A deferred
tax  asset or  liability  is  recorded  for all  temporary  differences  between
financial and tax reporting and net operating loss carry forwards.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

h. Foreign Currency Translation

The functional currency of the Company's Canadian subsidiaries is the applicable
local  currency.  The functional  currency is translated  into U.S.  dollars for
balance sheet accounts using current  exchange rates in effect as of the balance
sheet date and for  revenue  and  expense  accounts  and cash flow items using a
weighted-average   exchange  rate  during  the  reporting  period.   Adjustments
resulting  from  translation  are included in accumulated  comprehensive  income
(loss), a separate component of shareholders' equity (deficit).

Monetary assets and liabilities denominated in foreign currencies are translated
using the exchange rate  prevailing at the balance sheet date.  Gains and losses
arising  on   translation   or  settlement  of  foreign   currency   denominated
transactions or balances are included in the  determination  of income.  Foreign
currency  transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these consolidated  financial  statements,  entered into
derivative instruments to offset the impact of foreign currency fluctuations.

i. Basic Earnings (Loss) per Share

The Company  computes net income  (loss) per share in  accordance  with ASC 260,
EARNINGS  PER  SHARE.  ASC  260  specifies  the  computation,  presentation  and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock.  Basic net earnings  (loss) per share amounts are computed by
dividing the net earnings (loss) by the weighted average number of common shares
outstanding.  Diluted  earnings  (loss) per share are the same as basic earnings
(loss) per share due to the lack of dilutive items in the Company.

j. Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make certain  estimates and assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and  liabilities at the date of the  consolidated  financial  statements and the
reported  amounts of revenue and expenses during the periods  presented.  Actual
results could differ from those estimates.

Significant  estimates made by management  are, among others,  realizability  of
long-lived assets, deferred taxes and stock option valuation. Management reviews
its  estimates on a quarterly  basis and,  where  necessary,  makes  adjustments
prospectively.

k. Stock-Based Compensation

The  Company  records  stock-based  compensation  in  accordance  with  ASC 718,
COMPENSATION - STOCK BASED COMPENSATION,  and ASC 505-50,  EQUITY BASED PAYMENTS
TO NON-EMPLOYEES,  using the fair value method.  All transactions in which goods
or  services  are  the  consideration   received  for  the  issuance  of  equity
instruments  are  accounted  for  based on the fair  value of the  consideration
received or the fair value of the equity  instrument  issued,  whichever is more
reliably measurable.  Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.

                                       36
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


2. Significant Accounting Polices (continued)

l. Website Development Costs

The Company  capitalizes  website  development costs in accordance with ASC 350,
INTANGIBLES  - GOODWILL  AND OTHER,  whereby  costs  related to the  preliminary
project stage of development  are expensed and costs related to the  application
development  stage  are  capitalized.  Any  additional  costs for  upgrades  and
enhancements  which  result in  additional  functionality  will be  capitalized.
Capitalized  costs will be amortized based on their  estimated  useful life over
three years.  Internal costs related to the  development of website  content are
charged to operations as incurred.

m. Comprehensive Income

ASC 220,  COMPREHENSIVE  INCOME,  establishes  standards  for the  reporting and
display of comprehensive income and its components in the consolidated financial
statements.  As at May 31,  2011 and  2010,  the  Company`s  only  component  of
comprehensive income (loss) was foreign currency translation adjustments.

3. Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

4. Property and equipment

                                                     May 31, 2011  May 31, 2010
                                       Accumulated   Net Carrying  Net Carrying
                                Cost   Depreciation     Value         Value
                                 $          $             $             $
                              -------    -------       -------     ---------
Computer equipment              6,231     (5,451)          781         1,141
Asset under construction       70,447         --        70,447        65,391
Wind tower equipment           22,116    (21,399)          717         4,429
                              -------    -------       -------     ---------
                               98,794    (26,850)       71,945        70,961
                              -------    -------       -------     ---------

5. Intangible Assets

                                                     May 31, 2011  May 31, 2010
                                       Accumulated   Net Carrying  Net Carrying
                                Cost   Amortization     Value         Value
                                 $          $             $             $
                              -------    -------       -------      ---------

Website development             2,442     (2,442)           --             --
Wind farm assets                   --         --            --      2,551,440
                              -------    -------       -------      ---------

                                2,442     (2,442)           --      2,551,440
                              -------    -------       -------      ---------

During the year ended May 31, 2011, the Company  recorded an impairment  loss of
$2,551,440 on its Wind farm assets.

                                       37
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


6. Short-term Investments

a)   On July 28, 2010, the Company purchased a term deposit in the amount of CDN
     $11,500,  bearing floating interest rate of 0.50%, maturing on September 1,
     2010.  During the year ended May 31, 2011,  the Company  redeemed the short
     term deposit.

b)   On October 30, 2009, the Company  purchased a term deposit in the amount of
     CDN  $12,334,  bearing  floating  interest  rate of prime rate less  1.85%,
     maturing  on October  29,  2010.  During the year ended May 31,  2011,  the
     Company redeemed the short term deposit.

7. Note Payable

During the year ended May 31, 2011,  the Company  received  advances  from third
parties in the amount of $60,324. The amount is unsecured,  non-interest bearing
and due on demand.

8. Preferred Stock

On July 11, 2009, the Company entered into a voting and exchange trust agreement
among its  subsidiary,  Keewatin  Wind Power Corp.,  and Valiant  Trust  Company
(Valiant  Trust) whereby the Company issued and deposited with Valiant Trust one
special  preferred  voting share of the Company in order to enable Valiant Trust
to execute  certain voting and exchange  rights as trustee from time to time for
and on behalf of the registered holders of the preferred shares of Keewatin Wind
Power Corp.  Each preferred  share of Keewatin Wind Power Corp. is  exchangeable
into  one  share  of  common  stock  of  the  Company  at  the  election  of the
shareholder, or, in certain circumstances, of the Company.

As of May 31,  2011,  the Company had issued  885,000  shares of common stock to
holders of 885,000  shares of  exchangeable  preferred  shares of its subsidiary
Keewatin Wind Power Corp., pursuant to them exercising their exchange rights. As
of May 31, 2011, there were 15,680,016  outstanding  exchangeable shares (2010 -
15,680,016 shares).

As the  exchangeable  shares have already been recognized in connection with the
acquisition of Sky Harvest - Saskatchewan, the value ascribed to these shares on
exchange is $Nil.

9. Related Party Transactions

a)   During the year ended May 31, 2011,  the Company  incurred  $30,903 (2010 -
     $113,855)  for  management  services  provided by a former  director  and a
     principal  shareholder of the Company.  As at May 31, 2011, the Company has
     recognized  prepaid  management fees of $nil (2010 - $4,791) and the former
     director is  indebted to the Company for $nil (2010 - $10,650).  During the
     year ended May 31, 2011, the Company settled all  outstanding  amounts with
     the former director and recognized a loss on settlement of debt of $15,986.

b)   During the year ended May 31, 2011,  the Company  incurred  $63,241 (2010 -
     $55,388) to a company controlled by a director and principal shareholder of
     the Company for  management  services.  As at May 31, 2011,  the Company is
     indebted to that company and the  Company's  director for $178,872  (2010 -
     $109), which is non-interest bearing, unsecured and due on demand.

c)   On June 18, 2010, the Company entered into a loan agreement with a director
     for  $27,000  which is  payable  within  three  months a written  demand is
     received from the note holder.  The amount is unsecured and bears  interest
     at 15% per  annum.  As at May 31,  2011,  accrued  interest  of $3,850  was
     recorded.  During the year ended May 31,  2011,  the  Company  received  an
     advance  of  $73,300  (CDN$71,000)  from the same  director.  The amount is
     unsecured, non-interest bearing and has no terms of repayment.

These related party transactions are recorded at the exchange amount,  being the
amount established and agreed to by the related parties.

                                       38
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


10. Stock Based Compensation

On September 11, 2009, the Company's  board of directors  adopted the 2009 Stock
Option Plan which  provides for the  granting of stock  options to acquire up to
2,900,000  common  shares  of  the  Company  to  eligible  employees,  officers,
directors  and  consultants  of the Company.  At May 31,  2011,  the Company had
1,650,000 shares of common stock available to be issued under the Plan.

On  September  11, 2009,  pursuant to the 2009 Stock  Option  Plan,  the Company
granted  1,000,000 options with immediate  vesting to directors,  officers,  and
employees to acquire  1,000,000  common shares at an exercise price of $0.51 per
share  exercisable  for 5 years and recorded  stock-based  compensation  for the
vested options of $493,939, as general and administrative expense.

On  September  11, 2009,  pursuant to the 2009 Stock  Option  Plan,  the Company
granted  250,000  options to consultants to acquire  250,000 common shares at an
exercise price of $0.51 per share  exercisable for 5 years.  The options granted
vest at the rate of 12.5%  every 90 days  from the date of  grant.  The  Company
recorded stock based  compensation  of $112,004,  as general and  administrative
expense.

On March 10,  2011,  the  Company's  board of  directors  adopted the 2011 Stock
Option Plan which  provides for the  granting of stock  options to acquire up to
5,000,000  common  shares  of  the  Company  to  eligible  employees,  officers,
directors  and  consultants  of the Company.  At May 31,  2011,  the Company had
2,400,000 shares of common stock available to be issued under the Plan.

On March 10, 2011,  pursuant to the 2011 Stock Option Plan, the Company  granted
1,525,000 options with immediate vesting to directors and consultants to acquire
1,525,000 common shares at an exercise price of $0.10 per share  exercisable for
5 years. The Company recorded stock based  compensation of $152,500,  as general
and administrative expense.

On April 14, 2011,  pursuant to the 2011 Stock Option Plan, the Company  granted
525,000  options with immediate  vesting to a director to acquire 525,000 common
shares at an  exercise  price of $0.25 per share  exercisable  for 5 years.  The
Company  recorded  stock  based   compensation  of  $183,750,   as  general  and
administrative expense.

On April 28, 2011,  pursuant to the 2011 Stock Option Plan, the Company  granted
350,000  options with immediate  vesting to a director to acquire 350,000 common
shares at an  exercise  price of $0.25 per share  exercisable  for 5 years.  The
Company  recorded  stock  based   compensation  of  $122,450,   as  general  and
administrative expense.

On May 4, 2011,  pursuant to the 2011 Stock  Option  Plan,  the Company  granted
200,000  options with immediate  vesting to a director to acquire 200,000 common
shares at an  exercise  price of $0.25 per share  exercisable  for 5 years.  The
Company  recorded  stock  based   compensation  of  $110,000,   as  general  and
administrative expense.

The fair value for stock  options  vested and granted  during the year ended May
31, 2011 were estimated at the vesting and granting date using the Black-Scholes
option-pricing model.

The weighted average assumptions used are as follows:

                                                     Year Ended      Year Ended
                                                       May 31,         May 31,
                                                        2011            2010
                                                       ------          ------
Expected dividend yield                                    0%              0%
Risk-free interest rate                                 2.06%           2.29%
Expected volatility                                      433%            190%
Expected option life (in years)                         4.95               5

                                       39
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


10. Stock Based Compensation (continued)

The following table summarizes the continuity of the Company's stock options:

                                             Weighted   Average
                                             Average   Remaining   Aggregate
                                             Exercise Contractual  Intrinsic
                                Number of     Price      Term        Value
                                 Options        $       (years)       $
                               ----------      ----     ------    ----------
Outstanding: May 31, 2010       1,250,000      0.51
Granted                         2,600,000      0.16
Expired                          (666,666)     0.51
                               ----------      ----
Outstanding: May 31, 2011       3,183,334      0.23      4.55     1,032,083
                               ----------      ----      ----    ----------
Exercisable: May 31, 2011       3,120,834      0.22      4.57     1,029,583
                               ----------      ----      ----    ----------

A summary of the status of the Company's  non-vested stock options as of May 31,
2011, and changes during the year ended May 31, 2011, is presented below:

Non-vested options
                                                 Weighted Average
                                                    Grant Date
                                    Number of       Fair Value
                                     options            $
                                    --------           ----
Non-vested at May 31, 2010           187,500           0.55
Granted                                   --             --
Forfeited/Cancelled                       --             --
Vested                              (125,000)          0.35
                                    --------           ----
Non-vested at May 31, 2011            62,500           0.55
                                    --------           ----

At May 31, 2011, there was $2,916 of unrecognized  compensation costs related to
non-vested share-based  compensation  arrangements granted under the Plan, which
is expected to be recognized over a weighted average period of 0.28 years.

11. Commitments and Contingencies

On February 23, 2009,  the Company  entered into a consulting  agreement  with a
consultant  (the  "Consultant").  Pursuant  to  the  agreement,  the  Consultant
provided investor  relations  services for the Company from February 24, 2009 to
July 5, 2009. In consideration for the investor relations services,  the Company
agreed to pay the Consultant  $5,000 per month and to issue 15,000 shares of the
Company's  common  stock.  At May 31, 2011,  the fair value of the 15,000 shares
issuable was $6,750 and is included in common stock subscribed.

                                       40
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 2011
(Expressed in US Dollars)


12. The Company has net operating  losses carried forward of $2,041,700  (2010 -
1,698,241)  available  to offset  taxable  income in future  years which  expire
beginning in fiscal 2021.

The Company is subject to United  States  federal and state  income  taxes at an
approximate rate of 35%. The reconciliation of the provision for income taxes at
the United States federal  statutory  rate compared to the Company's  income tax
expense as reported is as follows:

                                              May 31,           May 31,
                                               2011              2010
                                                 $                 $
                                            -----------       -----------
Net loss before income taxes per financial
 statements                                  (3,484,264)       (1,549,409)
Income tax rate                                      35%               35%
Income tax recovery                          (1,219,492)         (542,293)
Permanent differences                           204,813           206,330
Temporary differences                           894,454                --
Change in valuation allowance                   120,225           335,963
                                            -----------       -----------
Provision for income taxes                           --                --
                                            -----------       -----------

The significant  components of deferred income tax assets and liabilities at May
31, 2011 and 2010 are as follows:

                                              May 31,           May 31,
                                               2011              2010
                                                 $                 $
                                            -----------       -----------
Net operating loss carry-forward                714,609           594,384
Valuation allowance                            (714,609)         (594,384)
                                            -----------       -----------
Net deferred income tax asset                        --                --
                                            -----------       -----------

13. Subsequent Events

In  accordance  with ASC 855,  SUBSEQUENT  EVENTS,  the  Company  has  evaluated
subsequent  events  through the date of  issuance  of the  audited  consolidated
financial  statements.  During the year ended May 31, 2011,  the Company did not
have any material recognizable subsequent events except the following:

On June 21, 2011, the Company closed a private placement  consisting of the sale
of 1,970,000  shares of its common stock at a price of $0.25 per share for gross
proceeds of $492,500.

                                       41
<PAGE>
ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL MATTERS

None

ITEM 9A. CONTROLS AND PROCEDURES

A. DISCLOSURE CONTROLS AND PROCEDURES

As required by  paragraph  (b) of Rules  13a-15 or 15d-15  under the  Securities
Exchange Act of 1934, the Company's  principal  executive  officer and principal
financial officer evaluated the Company's disclosure controls and procedures (as
defined in Rules  13a-15(e)  and  15d-15(e) of the Exchange  Act) for the period
covered by this Annual  Report on Form 10-K as of our fiscal  year end,  May 31,
2011. Based on this evaluation, this officer concluded that as of the end of the
period covered by this Annual Report on Form 10-K, these disclosure controls and
procedures were adequate to ensure that the information required to be disclosed
by the  Company  in  reports  it files or  submits  under  the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in the rules and forms of the  Securities  and Exchange  Commission  and include
controls and procedures  designed to ensure that such information is accumulated
and communicated to the Company's management,  including the Company's principal
executive  officer and principal  financial  officer,  to allow timely decisions
regarding required disclosure.

Because of the inherent  limitations  in all control  systems,  no evaluation of
controls can provide absolute  assurance that all control issues, if any, within
the Company have been detected. These inherent limitations include the realities
that judgments in  decision-making  can be faulty and that  breakdowns can occur
because of simple error or mistake.

B. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for  establishing  and maintaining  adequate  internal
control over our financial reporting.  In order to evaluate the effectiveness of
internal  control over  financial  reporting,  as required by Section 404 of the
Sarbanes-Oxley Act,  management has conducted an assessment,  including testing,
using the criteria in the Internal Control - Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Our system of 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 its inherent limitations,
internal   control  over   financial   reporting   may  not  prevent  or  detect
misstatements.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our internal controls over financial reporting were not effective
as of May 31, 2011 and were subject to material weaknesses.

A material  weakness is a  deficiency,  or a  combination  of  deficiencies,  in
internal  control  over  financial  reporting,  such that there is a  reasonable
possibility  that a material  misstatement  of the  company's  annual or interim
financial  statements  will not be prevented or detected on a timely  basis.  We
have identified the following  material  weaknesses in our internal control over
financial reporting using the criteria established in the COSO:

1.   Failing to have an audit committee or other  independent  committee that is
     independent  of  management  to  assess  internal  control  over  financial
     reporting; and

                                       42
<PAGE>
2.   Failing to have a director that qualifies as an audit  committee  financial
     expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

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

This Annual  Report does not include an  attestation  report of our  independent
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Our internal  control over  financial  reporting  was not subject to
attestation by our  independent  registered  public  accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management's report in
this Annual Report.

C. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

During the fiscal year ended May 31, 2011,  our internal  control over financial
reporting  was subject to changes  relating to the  implementation  of financial
recording and disclosure  timelines necessary to ensure that the Company is able
to meet  regulatory  deadlines for financial  disclosure.  As well,  the Company
implemented   monitoring   and   controls  to  detect   unauthorized   financial
transactions by management.

ITEM 9B. OTHER INFORMATION

None.

                                       43
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

As of the date of this report, our directors and executive officers, their ages,
positions held, and date of election or appointment, are as follows:

                                                           Date First Elected or
Name               Position Held with our Company    Age        Appointed
----               ------------------------------    ---        ---------
William Iny        President, CEO, CFO, Secretary     61     September 1, 2010
                   and Treasurer
                   Director                                  May 23, 2006

Harry Bauskin      Director                           60     April 14, 2011

Patricia J. Shorr  Director                           52     April 28, 2011

Greg Yanke         Director                           41     June 14, 2011

FAMILY RELATIONSHIPS

There are no family relationships with any of our other directors and officers.

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of our
directors and executive officer during at least the past five years,  indicating
their business  experience,  principal  occupations  during the period,  and the
names and principal businesses of the organizations by which they were employed.

WILLIAM INY has acted as our director  since May 23, 2006 and as our  president,
CEO, CFO,  secretary and treasurer since September 1, 2010.  Since 1981, Mr. Iny
has acted as the Principal of Abra  Management  Corporation,  a private  company
involved in real estate development, franchising and in providing consulting and
financing services to private and public companies. He was also a co-founder and
director of Empire Stock Transfer Inc., a Las Vegas,  Nevada based registrar and
transfer  agent  registered  with  the  United  States   Securities  &  Exchange
Commission.

HARRY  BAUSKIN has acted as our  director  since  April 14,  2011.  Mr.  Bauskin
previously  held various  positions with Bank Hapoalim,  Israel's  largest bank,
over a 30 year period.  These  positions  included  acting as head of the bank's
Toronto and Canadian  divisions and head of the  Investment  Advice  Division in
Jerusalem.  Mr.  Bauskin has also acted as Deputy  Managing  Director for Israel
Halutz  Ltd.,  a portfolio  management  company  based in Israel,  and as Senior
Portfolio Manager/Analyst for Afikim Investments Limited. He holds a Bachelor of
Commerce  degree from Durban  University in South Africa where he specialized in
economics and accountancy.

PATRICIA J. SHORR has acted as our director  since April 28,  2011.  Since 1999,
Ms. Shorr has acted as a principal of Spectrum  Capital  Corporation,  a company
that  consults  to wind and  solar  energy  developers  and is  involved  in the
commercial mortgage brokerage sector. In this role, she has been involved in all
aspects  of  permitting   wind  energy  farms  and  solar   projects   including
coordinating all legal  documentation  for land leases and permitting,  securing

                                       44
<PAGE>
state sponsored financing and economic incentives, liaising and negotiating with
transmission  conglomerates  and regional  utilities,  participating  in turbine
acquisition  and balance of plant  procurement,  and securing  transmission  and
utility participation.  Ms. Shorr's previous employment positions include acting
as an  Assistant  Vice-President  of First  City Bank in  Columbus,  Ohio;  as a
Financial  Analyst for W.R.  Grace & Co. in New York;  and as Staff  Auditor for
Touche  Ross & Co.  in  Washington,  DC.  She  holds a  Bachelor's  of  Business
Administration  degree  specializing  in  marketing  and a Master of  Accounting
degree both from The George Washington University.

GREG YANKE has acted as our director since June 14, 2011.  Since 2000, Mr. Yanke
has been a  self-employed  corporate and securities  lawyer and the principal of
Gregory S. Yanke Law  Corporation.  Mr. Yanke is a graduate of the University of
British Columbia, receiving Bachelor degrees in Political Science (1991) and Law
(1994),  as  well  as  Arizona  State  University,  where  he  obtained  an MBA,
specializing in Financial  Management and Markets (2009). He is a member in good
standing with the Law Society of British Columbia.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our director,  executive  officer and control  persons have not been involved in
any of the following events during the past five years:

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

     2.   any conviction in a criminal  proceeding or being subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

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

     4.   being the subject of any order,  judgment or decree,  not subsequently
          reversed,  suspended  or vacated,  of any  Federal or State  authority
          barring,  suspending  or otherwise  limiting for more than 60 days the
          right of such person to engage in any activity  described in paragraph
          (f)(3)(i) of this section, or to be associated with persons engaged in
          any such activity;

     5.   being found by a court of competent  jurisdiction in a civil action or
          by the  Commission  to have  violated any Federal or State  securities
          law,  and  the  judgment  in  such  civil  action  or  finding  by the
          Commission has not been subsequently reversed,  suspended, or vacated;
          or

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive  officers and directors
and persons who own more than 10% of a registered class of our equity securities
to file with the SEC initial  statements  of  beneficial  ownership,  reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities,  on Forms 3, 4 and 5 respectively.  Executive

                                       45
<PAGE>
officers,  directors and greater than 10%  shareholders  are required by the SEC
regulations  to furnish us with copies of all Section  16(a)  reports  that they
file.

Based  solely on our  review  of the  copies of such  forms  received  by us, or
written  representations  from certain  reporting  persons,  we believe that all
filing requirements  applicable to our officers,  directors and greater than 10%
beneficial owners were complied with.

CODE OF ETHICS

We  adopted  a Code of  Ethics  applicable  to all of our  directors,  officers,
employees and consultants,  which is a "code of ethics" as defined by applicable
rules of the SEC.  If we make any  amendments  to our Code of Ethics  other than
technical,  administrative,  or other non-substantive  amendments,  or grant any
waivers,  including implicit waivers,  from a provision of our Code of Ethics to
our chief executive officer,  chief financial officer,  or certain other finance
executives,  we will  disclose  the  nature  of the  amendment  or  waiver,  its
effective date and to whom it applies in a Current Report on Form 8-K filed with
the SEC.

CORPORATE GOVERNANCE

NOMINATING AND COMPENSATION COMMITTEES

We do not have standing  nominating or  compensation  committees,  or committees
performing  similar  functions.  Our board of directors  believes that it is not
necessary  to have a standing  compensation  committee  at this time because the
functions of such committee are adequately performed by our board of directors.

Our board of directors also is of the view that it is appropriate  for us not to
have a  standing  nominating  committee  because  our  board  of  directors  has
performed and will perform  adequately the functions of a nominating  committee.
Our board of directors has not adopted a charter for the  nomination  committee.
There has not been any defined policy or procedure requirements for stockholders
to submit  recommendations  or nomination for directors.  Our board of directors
does not  believe  that a defined  policy with  regard to the  consideration  of
candidates  recommended  by  stockholders  is  necessary at this time because we
believe that, given the early stages of our development,  a specific  nominating
policy would be premature and of little assistance until our business operations
are at a more advanced level. There are no specific, minimum qualifications that
our board of directors  believes must be met by a candidate  recommended  by our
board of  directors.  The process of  identifying  and  evaluating  nominees for
director  typically begins with our board of directors  soliciting  professional
firms with whom we have an existing  business  relationship,  such as law firms,
accounting firms or financial  advisory firms, for suitable  candidates to serve
as  directors.  It is  followed  by  our  board  of  directors'  review  of  the
candidates'  resumes  and  interview  of  candidates.  Based on the  information
gathered,  our board of directors  then makes a decision on whether to recommend
the  candidates  as nominees  for  director.  We do not pay any fee to any third
party or parties to identify or evaluate or assist in  identifying or evaluating
potential nominee.

AUDIT COMMITTEE

We do not have a standing  audit  committee  at the present  time.  Our board of
directors has determined that we do not have a board member that qualifies as an
"audit  committee   financial  expert"  as  defined  in  Item  407(d)(5)(ii)  of
Regulation S-K.

We believe that our board of directors  is capable of analyzing  and  evaluating
our financial statements and understanding  internal controls and procedures for
financial reporting. The board of directors of our company does not believe that

                                       46
<PAGE>
it is necessary to have an audit committee because we believe that the functions
of an audit committee can be adequately performed by the board of directors.  In
addition, we believe that retaining an independent director who would qualify as
an "audit committee  financial expert" would be overly costly and burdensome and
is not warranted in our circumstances  given the early stages of our development
and the fact that we have not generated any revenues from operations to date.

OTHER COMMITTEES

All  proceedings  of our board of directors for the year ended May 31, 2011 were
conducted by resolutions consented to in writing by our directors and filed with
the minutes of the proceedings of the board of directors.  Our company currently
does  not  have  nominating,  compensation  or audit  committees  or  committees
performing  similar  functions  nor does our company have a written  nominating,
compensation or audit committee charter. Our board of directors believes that it
is not  necessary  to have  such  committees,  at this  time,  because  they can
adequately perform the functions of such committees.

Our company  does not have any defined  policy or  procedural  requirements  for
shareholders  to  submit  recommendations  or  nominations  for  directors.  Our
director  believes  that,  given  the  stage  of  our  development,  a  specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any  specific or minimum  criteria  for the election of nominees to the Board of
Directors and we do not have any specific  process or procedure  for  evaluating
such  nominees.  Our board of  directors  will  assess all  candidates,  whether
submitted by management or shareholders,  and make  recommendations for election
or appointment.

A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President, at the address appearing
on the first page of this annual report.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

The  particulars  of  compensation  paid over the past two  fiscal  years to the
following persons:

     *    All individuals serving as our principal executive officer;
     *    All individuals serving as our principal financial officer;
     *    our three most highly compensated  executive officers who were serving
          as executive  officers at the end of the year ended May 31, 2011 whose
          total annual compensation exceeded $100,000; and
     *    up to two additional  individuals for whom disclosure  would have been
          provided above but for the fact that the individual was not serving as
          our  executive  officer  at the  end of the  most  recently  completed
          financial year,

whom we refer to collectively as the "named  executive  officers",  for the year
ended May 31, 2011, are set out in the following summary compensation table:

                                       47
<PAGE>
<TABLE>
<CAPTION>
                                                                                      Change in
                                                                                       Pension
                                                                                      Value and
                                                                     Non-Equity      Nonqualified
 Name and                                                            Incentive         Deferred
 Principal                                    Stock       Option        Plan         Compensation     All Other
 Position       Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------       ----   ---------  --------   ---------   ---------  ---------------   -----------   ---------------  ---------
<S>             <C>    <C>        <C>         <C>        <C>        <C>               <C>           <C>              <C>
William         2011     30,903       Nil      Nil          Nil         Nil               Nil           Nil            30,903
Iny             2010    113,854    14,792      Nil      163,333         Nil               Nil           Nil           277,187
President,
CEO, CFO,
Secretary
& Treasurer

Chris           2011        Nil       Nil      Nil      152,500         Nil               Nil        63,241(1)        215,741
Craddock        2010        Nil       Nil      Nil      163,333         Nil               Nil        55,388(1)        218,721
Former
President,
CEO, CFO,
Secretary
& Treasurer
</TABLE>

----------
1    Management fees paid to a company controlled by Mr. Iny.

All option awards that we granted to Chris Craddock expired unexercised.

DIRECTOR COMPENSATION POLICY

Our  board of  directors  does  not  receive  compensation  for  acting  in such
capacity. On occasion, our directors will receive compensation for services that
they  provide  to  us.  The  following  table  provides  information   regarding
compensation that we have provided to our directors during the fiscal year ended
May 31, 2011:

<TABLE>
<CAPTION>
                                                                      Change in
                                                                       Pension
                                                                      Value and
                   Fees                              Non-Equity      Nonqualified
                  Earned                             Incentive         Deferred
                 Paid in      Stock      Option        Plan          Compensation      All Other
    Name         Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----         -------     ---------  ---------  ---------------    -----------    ---------------   --------

<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
William Iny        Nil         Nil       152,500       Nil               Nil              Nil            Nil

Harry Bauskin      Nil         Nil       183,750       Nil               Nil              Nil            Nil
</TABLE>

                                       48
<PAGE>
<TABLE>
<CAPTION>
                                                                      Change in
                                                                       Pension
                                                                      Value and
                   Fees                              Non-Equity      Nonqualified
                  Earned                             Incentive         Deferred
                 Paid in      Stock      Option        Plan          Compensation      All Other
    Name         Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----         -------     ---------  ---------  ---------------    -----------    ---------------   --------

<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Patricia J. Shorr  Nil         Nil       122,500       Nil               Nil              Nil            Nil

Chris Craddock     Nil         Nil           Nil       Nil               Nil              Nil            Nil
(former
director)
</TABLE>

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Below is a summary of unexercised options; stock that has not vested; and equity
incentive plan awards for each named executive officer outstanding as of the end
of our last completed fiscal year.

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   -------------------------------------------------
                                                                                                                        Equity
                                                                                                                       Incentive
                                                                                                           Equity        Plan
                                                                                                          Incentive     Awards:
                                                                                                            Plan       Market or
                                                                                                           Awards:      Payout
                                             Equity                                                       Number of    Value of
                                            Incentive                            Number                   Unearned     Unearned
                                           Plan Awards;                            of          Market      Shares,      Shares,
            Number of      Number of        Number of                            Shares       Value of    Units or     Units or
           Securities     Securities       Securities                           or Units     Shares or     Other         Other
           Underlying     Underlying       Underlying                           of Stock      Units of     Rights       Rights
           Unexercised    Unexercised      Unexercised    Option     Option       That       Stock That     That         That
            Options         Options         Unearned     Exercise  Expiration   Have Not      Have Not    Have Not     Have Not
Name      Exercisable(#) Unexercisable(#)   Options(#)    Price($)    Date      Vested(#)     Vested($)   Vested(#)    Vested(#)
----      -------------- ----------------  ----------     -----       ----      ---------     ---------   ---------    ---------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
William      333,334          Nil              Nil        $0.51       2014        Nil            Nil         Nil         Nil
Iny          900,000          Nil              Nil        $0.10       2016        Nil            Nil         Nil         Nil

Chris            Nil          Nil              Nil          Nil        Nil        Nil            Nil         Nil         Nil
Craddock
</TABLE>

OPTION EXERCISES AND STOCK VESTED TABLE.


                        OPTION EXERCISES AND STOCK VESTED

                        OPTION AWARDS                      STOCK AWARDS
               ------------------------------      ----------------------------
                Number of                           Number of
                 Shares              Value           Shares            Value
               Acquired On        Realized On      Acquired On      Realized On
  Name         Exercise(#)        Exercise($)       Vesting(#)       Vesting($)
  ----         -----------        -----------       ----------       ----------
Chris Craddock     Nil               Nil               Nil              Nil

William Iny        Nil               Nil               Nil              Nil

                                       49
<PAGE>
ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Not applicable

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

The following  table  reflects,  as of September 8, 2011, the beneficial  common
stock ownership of: (a) each of our directors,  (b) each executive officer,  (c)
each person known by us to be a  beneficial  holder of five percent (5%) or more
of our common stock,  and (d) all of our  executive  officers and directors as a
group:

Beneficial  ownership is  determined  in  accordance  with the rules of the SEC.
Shares of common stock subject to options  currently  exercisable or exercisable
within 60 days of September 8, 2011,  are deemed  outstanding  for computing the
percentage ownership of the stockholder holding the options or warrants, but are
not deemed  outstanding  for  computing  the  percentage  ownership of any other
stockholder.  Unless  otherwise  indicated in the  footnotes  to this table,  we
believe  stockholders  named in the table have sole  voting and sole  investment
power with respect to the shares set forth  opposite  such  stockholder's  name.
Percentage  of  ownership  is  based  on  31,702,016   shares  of  common  stock
outstanding as of September 8, 2011.

                                                  Amount and
                                                  Nature of
                                                  Beneficial      Percent of
Name and Address of Beneficial Shareholder        Ownership(1)      Class(2)
------------------------------------------        ------------      --------
Common stock
------------
William Iny                                       10,347,447(3)      32.6%
890 West Pender Street, Suite 710
Vancouver, British Columbia

Greg Yanke                                         9,882,128(4)      31.2%
890 West Pender Street, Suite 710
Vancouver, British Columbia

Harry Bauskin                                        945,000(5)       3.0%
890 West Pender Street, Suite 710
Vancouver, British Columbia

Patricia J. Shorr                                    350,000(6)       1.1%
890 West Pender Street, Suite 710
Vancouver, British Columbia

Directors and officers as a group (4 persons)      21,524,575        67.9%

----------
1.   Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the

                                       50
<PAGE>
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such person) by reason of these acquisition rights.
2.   The  percentage  of class is based on  31,702,016  shares of  common  stock
     issued  and  outstanding  as of  September  8, 2011.  This  total  includes
     15,680,016  shares  of common  stock  that are  reserved  for  issuance  in
     exchange for certain  exchangeable  securities of the Company's  subsidiary
     Keewatin Windpower Inc.
3.   Total  consists  of:   9,114,113  shares  of  the  Company's  common  stock
     beneficially owned by Mr. Iny and incentive stock options to purchase up to
     1,233,334 shares of the Company's common stock.
4.   Total  consists  of:   9,357,128  shares  of  the  Company's  common  stock
     beneficially  owned by Mr. Yanke and incentive stock options to purchase up
     to 525,000 shares of the Company's common stock.
5.   Total  consists  of:   420,000   shares  of  the  Company's   common  stock
     beneficially  owned by Mr. Bauskin and incentive  stock options to purchase
     up to 525,000 shares of the Company's common stock.
6.   Total consists of incentive  stock options to purchase up to 350,000 shares
     of the Company's common stock.

ITEM  13.  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
           INDEPENDENCE

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Other than as listed  below,  we have not entered  into or  participated  in any
transactions  or a series of similar  transactions,  wherein the amount involved
exceeded  $120,000 or one  percent of our total  assets at year end for the last
three completed fiscal years, in which any of our officers,  directors,  persons
nominated  for these  positions,  beneficial  owners of 5% or more of our common
stock,  family members of these persons or any related person of our company had
a direct or indirect material interest.

1. The  Company  entered  into a letter of  agreement  dated  March 26,  2007 to
acquire  100%  of the  issued  and  outstanding  common  shares  of Sky  Harvest
Windpower  Corp.  ("Sky Harvest -  Saskatchewan"),  a private  Canadian  company
incorporated  under the federal laws of Canada,  in consideration for 17,343,516
restricted shares of the Company's common stock. Our president, William Iny, was
a director and a principal  shareholder  of Sky Harvest -  Saskatchewan.  At the
time of the  acquisition,  our  former  president,  Chris  Craddock,  was also a
director  and  officer of Sky Harvest -  Saskatchewan.  As well,  Greg Yanke,  a
former director of the Company at the time, was a controlling shareholder of Sky
Harvest - Saskatchewan. Sky Harvest - Saskatchewan holds the rights to construct
a wind power  facility on  approximately  15,000  acres of land located near the
town of Birsay in Southwestern Saskatchewan.

On July 13, 2009, the Company completed the acquisition of all of the issued and
outstanding  shares of Sky Harvest -  Saskatchewan.  Closing of the  acquisition
(the "Transaction") was completed in accordance with the terms and conditions of
the Share  Exchange  Agreement  between the Company,  Keewatin  Windpower  Inc.,
("ExchangeCo")  a  wholly  owned   subsidiary  of  the  Company,   Sky  Harvest-
Saskatchewan and all of the shareholders of Sky Harvest - Saskatchewan dated for
reference May 11, 2009.

Pursuant to the terms of the Share Exchange  Agreement,  each shareholder of Sky
Harvest -  Saskatchewan  received  1.5 shares in the  capital of the Company for
each one  common  share of Sky  Harvest -  Saskatchewan  he or she held prior to
closing.  In  exchange  for all of the  issued  and  outstanding  shares  of Sky
Harvest- Saskatchewan, on July 13, 2009 the Company issued a total of:

                                       51
<PAGE>
(i)  220,500   shares  of  its  common  stock  to  Sky  Harvest  -  Saskatchewan
     shareholders  resident in the U.S.  pursuant to Rule 506 of Regulation D of
     the Securities Act of 1933 (the "1933 Act"),  each of whom represented that
     they were an "accredited investor" as such term is defined in Regulation D;

(ii) 720,000   shares  of  its  common  stock  to  Sky   Harvest-   Saskatchewan
     shareholders  pursuant  to  Regulation  S of the  1933  Act,  each  of whom
     represented  that they were not a "U.S.  person" as such term is defined in
     Regulation S of the 1933 Act; and

(iii)16,400,016 exchangeable shares of its subsidiary ExchangeCo,  each of which
     is exchangeable  into one share of the Company in accordance with the terms
     and  conditions of the Share  Exchange  Agreement,  the Voting and Exchange
     Trust Agreement and the Exchangeable  Share Support  Agreement entered into
     concurrently with the closing of the Transaction.  The exchangeable  shares
     were issued to Sky Harvest - Saskatchewan shareholders in order to minimize
     any adverse tax  consequences  for  Canadian  shareholders  of Sky Harvest-
     Saskatchewan.

In connection  with the  Transaction,  the Company  received a fairness  opinion
prepared by an independent valuator.  Following closing of the Transaction,  the
Company  had  13,332,000  shares of common  stock  issued  and  outstanding  and
16,400,016  shares of its common stock reserved for issuance upon  conversion of
the  exchangeable  shares.  Our director and officer of the Company  received an
aggregate of 4,666,500  exchangeable  shares in connection with the transaction.
The  current  director  of the  Company  is also a director  and  officer of Sky
Harvest - Saskatchewan.

2. During the year ended May 31, 2011, the Company paid or accrued $63,241 (year
ended May 31, 2010 - $55,338) in  management  fees to a company owned by William
Iny, our president.

3. During the year ended May 31, 2011, the Company entered into a loan agreement
with Greg Yanke, who subsequently became one of our directors, whereby he agreed
to loan $100,300 to us. A total of $27,000 of the loan bears  interest at a rate
of 15% per annum. The remain loan amount is non-interest bearing.

4. During the year ended May 31, 2010, the Company  incurred $30,903 (year ended
May 31, 2010 - $113,855) to Chris Craddock, the Company's former president.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the FINRA  bulletin  board  interdealer  quotation
system,  which does not have director  independence  requirements.  Under NASDAQ
rule 4200(a)(15), a director is not considered to be independent if he or she is
also an  executive  officer or  employee of the  corporation.  Three of our four
directors are considered independent.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE IN  CONTROL
ARRANGEMENTS

We have not entered into an employment  agreement or consulting  agreement  with
our board of directors and executive officers.

                                       52
<PAGE>
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no  arrangements or plans in which we provide  pension,  retirement or
similar benefits for directors or executive officers.  We have no material bonus
or profit  sharing plans pursuant to which cash or non-cash  compensation  is or
may be paid to our  directors or executive  officers,  except that stock options
may be  granted  at the  discretion  of the Board of  Directors  or a  committee
thereof.

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive  officers to compensate  such officers in the event
of termination of employment (as a result of resignation,  retirement, change of
control) or a change of  responsibilities  following a change of control,  where
the value of such compensation exceeds $60,000 per executive officer.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

For the years ended May 31, 2011 and 2010, the aggregate fees billed by Chang G.
Park, CPA, PhD., for professional  services rendered for the audit of our annual
consolidated  financial  statements  included in our annual  report on Form 10-K
were:

     2011      $25,000
     2010      $20,000

AUDIT RELATED FEES

For the years  ended May 31,  2011 and  2010,  the  aggregate  fees  billed  for
assurance  and related  services by Chang G. Park,  CPA, Ph. D.  relating to the
performance  of the audit of our  financial  statements  which are not  reported
under the caption "Audit Fees" above, was:

     2011         Nil
     2010         Nil

TAX FEES

For the years ended May 31, 2011 and 2010, the aggregate fees billed by Chang G.
Park,  CPA, PhD. for other  non-audit  professional  services,  other than those
services listed above, totalled:

     2011         Nil
     2010         Nil

We do not use Chang G. Park, CPA, PhD. for financial  information  system design
and  implementation.  These services,  which include designing or implementing a
system that  aggregates  source data  underlying  the  financial  statements  or
generates  information  that is  significant  to our financial  statements,  are
provided  internally  or by other service  providers.  We do not engage Chang G.
Park, CPA, PhD. to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require  that  before  Chang G. Park,  CPA,  PhD. is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

                                       53
<PAGE>
     *    approved by our board of directors  who are capable of  analyzing  and
          evaluating financial information; or
     *    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by the board of  directors,  provided  the  policies  and
          procedures  are detailed as to the  particular  service,  the board of
          directors  is  informed  of  each  service,   and  such  policies  and
          procedures  do not  include  delegation  of the  board  of  directors'
          responsibilities to management.

The board of directors  pre-approves  all services  provided by our  independent
auditors.  All of the above  services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

The board of directors  has  considered  the nature and amount of fees billed by
Lancaster & David and believes  that the  provision  of services for  activities
unrelated  to  the  audit  is  compatible  with  maintaining   Chang  G.  Park's
independence.

                                       54
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following  consolidated  financial statements of Sky Harvest Windpower Corp.
and its subsidiary are filed as part of this Form 10-K:

Statements
----------
Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of May 31, 2011 and 2010

Consolidated  Statements of Operations for the years ended May 31, 2011 and 2010
and for the period since inception Consolidated Statements of Cash Flows for the
years  ended  May  31,  2011  and  2010  and  for  the  period  since  inception

Consolidated  Statement of Stockholders' Equity for the years ended May 31, 2011
and 2010 and for the period since  inception  Notes to the  Consolidated  Annual
Financial Statements

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the Financial Statements or notes thereto.

                                       55
<PAGE>
EXHIBITS

<TABLE>
<CAPTION>
                                                                                                                  Filed with
Description                                                      Exhibit No.    Form         Filing date           this Form
-----------                                                      -----------    ----         -----------           ---------
<S>                                                              <C>            <C>          <C>                   <C>
10-K

ARTICLES OF INCORPORATION AND BYLAWS
Articles of Incorporation                                             3.1       SB-2         July 14, 2005
Bylaws                                                                3.2       SB-2         July 14, 2005
Certificate of designation                                            3.3       8-K          July 13, 2009

INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Form of Warrant Certificate for July 13, 2007 Private Placement       4.1       10-QSB       January 14, 2008

MATERIAL CONTRACTS--MANAGEMENT CONTRACTS AND COMPENSATORY PLANS
Management Agreement between Keewatin Windpower Corp.                10.1       SB-2         July 14, 2005
and Christopher Craddock, dated March 1, 2005

MATERIAL CONTRACTS--FINANCING AGREEMENTS
Form of Subscription Agreement for July 13, 2007 Private Placement
for US Subscribers                                                   10.2       10-QSB       January 14, 2008
Form of Subscription Agreement for July 13, 2007 Private Placement
for Non-US Subscribers                                               10.3       10-QSB       January 14, 2008

MATERIAL CONTRACTS--OTHER
Consent to Entry/Right of Access Agreement between Keewatin
Windpower Corp. and Edward and Charlotte Bothner, dated
August 23, 2005                                                      10.4       SB-2         September 29, 2005
Letter of Intent between Keewatin Windpower Corp. and Sky
Harvest Windpower Corp. dated March 27, 2007                         10.5       10-QSB       January 14, 2008
Loan Agreement between Sky Harvest Windpower Corp. and
Keewatin Windpower Corp. dated September 23, 2008                    10.6       10-QSB       January 14, 2009
Promissory Note of Sky Harvest Windpower Corp. dated
September 23, 2008                                                   10.7       10-QSB       January 14, 2009
Financial Communications and Strategic Consulting Agreement with
Aspire Clean Tech Communications, Inc. dated February 23, 2009       10.8       8-K          March 3, 2009
Promissory Note of Sky Harvest Windpower Corp. dated
September 23, 2008                                                   10.9       10-Q         February 28, 2009
Loan Agreement between Sky Harvest Windpower Corp. and
Keewatin Windpower Corp. dated January 28, 2009                      10.10      10-Q         February 28, 2009
Share exchange agreement between Keewatin Windpower Corp. and
Sky Harvest Windpower Corp. dated May 11, 2009                       10.11      8-K          July 10, 2009
Exchangeable share support agreement between Keewatin Windpower
Corp. and Keewatin Windpower Inc. dated May 11, 2009                 10.12      8-K          July 10, 2009
Voting and exchange trust agreement between Keewatin Windpower
Corp., Keewatin Windpower Inc. and Valiant Trust Company dated
May 11, 2009                                                         10.13      8-K          July 10, 2009
2010 Share Option plan                                               10.14      8-K          September 23, 2009

CODE OF ETHICS
Code of Ethics                                                       14.1       10-K         August 31, 2009

CERTIFICATES
Certification  Statement of the Chief  Executive  Officer and
Chief  Financial Officer  pursuant  to Section  302 of the
Sarbanes- Oxley Act of 2002                                          31.1  `                                            *
Certification  Statement of the Chief  Executive  Officer and
Chief  Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
Of 2002                                                              32.1                                               *
</TABLE>


                                       56
<PAGE>
                                   SIGNATURES

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.

SKY HARVEST WINDPOWER CORP.


/s/ William Iny
--------------------------------------------
William Iny
Chief Executive Officer and Chief Financial
Officer Principal Executive Officer,
Principal Accounting Officer and Principal
Financial Officer
Date: September 20, 2011

Pursuant to the 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:


/s/ William Iny
--------------------------------------------
William Iny
President, Chief Executive Officer, Chief
Financial Officer , President, Treasurer,
Secretary, and Director, Principal Executive
Officer, Principal Accounting Officer and
Principal Financial Officer
Date: September 20, 2011

                                       57