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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: May 31, 2008

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

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

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

617-666 Burrard Street, Vancouver, BC, Canada
V6C3P6(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code (604)
  601-2070

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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 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                     [  
      ]
|------------------------------ | ------------------------------------------ | -------------------------------------------------------
|                               | (Do not check if a smaller
      reporting |                                                        
|Non-accelerated filer    [  
] | company)                                   | Smaller reporting company  
  [X]                      

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- ii -

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 the voting common stock held by
non-affiliates of the registrant as of November 30, 2007 was approximately
$11,378,661 (computed based on the closing sale price of the common stock of
$1.70 per share as of such date).

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

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [   ]    No
[   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
12,391,500shares of common stock are issued and outstanding as
of September 9, 2008

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

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- iii -

Table of Contents

|                                                                                                                                 | Page
|-------------------------------------------------------------------------------------------------------------------------------- | ----
|FORWARD-LOOKING
      STATEMENTS                                                                                                 | 1   
|PART
      I                                                                                                                     | 1   
|ITEM
      1. BUSINESS                                                                                                           | 1   
|Corporate
      Overview                                                                                                         | 1   
|Corporate
      History                                                                                                          | 1   
|Recent
      Corporate Developments                                                                                              | 1   
|Our
      Business                                                                                                               | 1   
|Employees                                                                                                                        | 5   
|Research
      and Development Expenditures                                                                                      | 5   
|Subsidiaries                                                                                                                     | 5   
|Patents
      and Trademarks                                                                                                     | 5   
|Reports
      to Security Holders                                                                                                | 5   
|ITEM
      1A. RISK FACTORS                                                                                                      | 5   
|Risks
      Related to our Business                                                                                              | 5   
|Risks
      Related to our Common Stock                                                                                          | 7   
|ITEM
      1B. UNRESOLVED STAFF COMMENTS                                                                                         | 8   
|ITEM
      2. PROPERTIES                                                                                                         | 9   
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 9   
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 9   
|PART
      II                                                                                                                    | 10  
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES | 10  
|Market
      information                                                                                                         | 10  
|Holders
      of Common Stock                                                                                                    | 10  
|Dividends                                                                                                                        | 10  
|Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities                                  | 10  
|Purchases
      of Equity Securities by the Issuer and Affiliated Purchasers                                                     | 10  
|ITEM
      6 SELECTED FINANCIAL DATA                                                                                             | 10  
|ITEM
      7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION                          | 11  
|Results
      of Operations                                                                                                      | 11  
|Liquidity
      and Capital Resources                                                                                            | 12  
|Off
      Balance Sheet Arrangements                                                                                             | 13  
|Recently
      Issued Accounting Standards                                                                                       | 13  
|ITEM
      7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 14  
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 15  
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL MATTERS                            | 13  
|ITEM
      9A. CONTROLS AND PROCEDURES                                                                                           | 13  
|ITEM
      9B. OTHER INFORMATION                                                                                                 | 14  
|PART
      III                                                                                                                   | 14  
|ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                            | 14  
|Directors
      and Executive Officers, Promoters and Control Persons                                                            | 14  
|Compliance
      with Section 16(a) of the Exchange Act                                                                          | 15  
|Code
      of Ethics                                                                                                             | 15  
|Corporate
      Governance                                                                                                       | 15  
|ITEM
      11. EXECUTIVE COMPENSATION                                                                                            | 17  
|Summary
      Compensation                                                                                                       | 17  

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- iv -

|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS. | 19
|-------------------------------------------------------------------------------------------------------------------- | --
|Securities
      authorized for issuance under equity compensation plans                                             | 19
|Security
      ownership of certain beneficial owners                                                                | 19
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                       | 20
|Transactions
      with Related Persons, Promoters and Certain Control Persons                                       | 20
|ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                | 21
|Audit
      Fees                                                                                                     | 21
|Audit
      Related Fees                                                                                             | 21
|Tax
      Fees                                                                                                       | 22
|PART
      IV                                                                                                        | 23
|ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                              | 23
|SIGNATURES                                                                                                           | 24

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- 1 -

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 5 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 Keewatin mean Keewatin
  Windpower Corp.

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 have not
generated any revenue from operations since our incorporation. We do not
anticipate earning any revenue until the completion of an environmental
assessment on our properties, securing a power purchase agreement and erecting
wind turbines on our properties of which there is no guarantee.

Corporate History

We were incorporated in the State of Nevada on February 25,
2005. Our resident agent is Empire Stock Transfer Inc., 2470 Saint Rose Parkway,
Suite 304, Henderson, NV 89704.

Recent Corporate Developments

Since the completion of our fiscal quarter ended February 28,
2008, we have experienced the following significant corporate developments:
Keewatin Windpower Corp. is participating in the Saskatchewan Wind Power
Integration and Development study. At the invitation of Saskpower, Keewatin and
Sky Harvest Windpower Corp. have provided their data to Genivar, a Calgary based
engineering firm, who will conduct the study on behalf of the utilities to
define a productive plan for wind power in Saskatchewan.

Our Business

Keewatin Windpower Corp. intends to become a wind energy
electrical generation company, known in the industry as an independent power
producer. To date, the Company has assessed wind speed data gathered and issued
by Environment Canada, a department of the Canadian government, in order to
locate areas in the province of Saskatchewan that have the best wind potential.
In June 2005, the Companys President, Chris Craddock, attended various
locations in Saskatchewan to personally assess properties that possess promising
wind resources. In August 2005, the Company entered into an agreement with
Edward and Charlotte Bothner which provides the right to erect

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a meteorological tower ("MET") on certain land that comprises
640 acres located in south-western Saskatchewan situated near the town of
Beechy. The contract was entered into in order to erect a meteorological tower
for the purposes of determining the feasibility of constructing wind turbines on
this land. The Company erected this tower on the property in early October 2005.
The Company owns the wind data gathered from the property. The Company pays $500
annually to Mr. and Mrs. Bothner for this right. To date the Company has not
executed an agreement with them to erect wind turbines on their property if a
sufficient wind resource is discovered.

The number of turbines that can economically occupy an acre of
land depends upon a variety of factors including predominant wind direction,
topography and property dimensions. The Company intends to erect a 50 megawatt
wind power project, which typically requires approximately 2,500 acres of land.
A megawatt is a unit of electrical power equal to one million watts. In order to
construct a project of this size, the Company would need to acquire the rights
to erect turbines on 2,500 acres that are located within two of the
meteorological towers.

Following the meteorological tower study of the Saskatchewan
property, the Company will have to negotiate a lease or further land access
agreement with the owners of the Saskatchewan property and/or surrounding
land-owners. Typical lease agreements in the sector provide the landowner with
annual payments based on the number of turbines erected. In order for a wind
power project to be profitable, the Company needs to identify a wind resource
that yields a 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, e.g.:

Capacity Factor = electricity
production during the period (MWH)installed capacity (MW)x number of hours in
period (h)Since wind energy output is the cube of the wind speed, the number of
hours at higher wind speeds is significantly more important than additional
hours at lower wind speeds.

In September 2005, the Company purchased a meteorological tower
and in October 2005, assembled and erected the tower on the Saskatchewan
property in order to directly assess the property's potential for an operating
wind power project. The Company has completed the 12 month MET assessment to
determine whether the property possesses sufficient wind to justify the erection
of wind turbines. This study concluded the viability of the wind resource to
provide sufficient yield of electricity. Prior to generating any revenue,
Keewatin must accomplish the following business objectives:

| | 1. | Enter into lease agreements with land owners in proximity
      to the study tower.                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                   
| | 2. | Enter into agreements for the purchase and sale of the
      electric power generated by the turbines and for the erection of wind
      turbines on the land; and
| |    |                                                                                                                                                                   
| | 3. | Purchase and erect turbines on the property and arrange
      for the connection of those turbines to Saskatchewan's electrical
    grid.                         

We have determined that the Saskatchewan property has a wind
resource that warrants the erection of wind turbines. We must now negotiate a
lease, purchase or further land access agreement with the landowners and/or
surrounding land owners of the Saskatchewan property. Currently, all land owners
in the area have indicated their preference to retain ownership of their lands
and enter into a lease arrangement with us, although we have not reached any
formal agreement in this regard. Accordingly, we do not expect to incur any
expenses in connection with acquiring a property interest until the wind towers
have been erected. Annual land lease costs are estimated to be $60,000.

To erect wind turbines on the Keewatin property, at an
anticipated cost of $115,000,000, we expect to raise up to 75%, or approximately
$86,250,000 by way of debt financing and 25%, or approximately $28,750,000
through the sale of our common stock. Additional funds will be required to
develop the Sky Harvest property following the completion of our acquisition of
Sky Harvest.

Project costs have risen with the global increase in commodity
prices. Turbine prices are affected by increases in the costs of steel and
transportation. Current costs are reflecting 2008 price estimates and are likely
to increase again before project development. Management intends to mitigate
these increases in the price of power requested.

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- 3 -

Wind Power Development in Saskatchewan

The Company has chosen to develop a wind power project in the
southwest region of the Canadian province of Saskatchewan due to the area's wind
potential, government's acceptance of wind power projects and the ease of
electricity transmission. Data from the MET will continue to be collected for
further validation of the wind resource. The twelve month study period has
produced data that has been assessed and correlated with other study towers in
the area. This work has been carried out by the independent engineering company
that erected the MET.

Another significant factor is the property's proximity to the
province's electrical transmission lines. The Company 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. The
Saskatchewan property is located approximately two miles from the nearest
transmission line. The most important criteria for a wind power project is the
speed of the wind on a property, measured in meters per second, combined with
the number of hours that the wind moves at various speeds. This calculation is
referred to as the capacity of the wind resource.

The Company is also focusing on Saskatchewan due to its Open
Access Transmission Tariff, which allows power producers to transmit electricity
via the province's electrical grid throughout Saskatchewan and to neighbouring
jurisdictions. This is expected to allow the Company to potentially access a
broader base of customers seeking electricity. Currently, Saskatchewan has three
wind power projects in operation.

Wind Assessment

In October 2005, the Company erected a MET on the Saskatchewan
property to record various data, including wind speed, wind direction,
temperature, and barometric pressure every ten minutes. As part of this process,
the Company retained a meteorologist who selected the specific site on the
property for the MET, oversaw the erection of the MET and will monitor and
interpret the data recorded by the MET.

The one year wind assessment study was completed in early
October 2006.Data will continue to be collected indefinitely. In order to obtain
debt financing from a financial institution for a wind power project, financial
institutions require a complete year of MET wind data from the property as well
as an executed power purchase agreement with a credit worthy counterparty. While
the Company has not had any specific communications with any representative of a
debt financing institution, financiers have indicated, on an informal basis,
that the 12 month wind study requirement is standard in the industry.

The Company has made a determination, based upon wind data to
date from the MET, that the Saskatchewan property contains a wind resource
sufficient to justify the erection of a wind power project.

Power Purchase Agreement

Following completion of the MET study, the Company intends to
enter into an agreement, known as a power purchase agreement, to sell the
electricity that will be generated from the proposed wind power project. Power
purchase agreements include clauses regarding the price to be paid for the
electricity in cents per kilowatt-hour, the term of the agreement (typically 20
or more years), terms of interconnection costs and termination provisions.

The Company intends to sell the electricity that is produced to
a utility located in the province of Saskatchewan, in the neighbouring provinces
of Alberta or Manitoba, or in North Dakota. The Company has not entered into any
discussions with potential power purchasers and cannot be assured that an
agreement will be reached on acceptable terms.

If the Company is to reach a power purchase agreement with a
third party, it then intends to undertake the construction of a wind power
project on the property. 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 power purchase agreement. 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. The
Company has not had any specific communications with any representative of a
debt financing institution regarding the proposed wind power project.

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The Company intends to raise the remaining required funding
from the sale of its common stock. No arrangements are in place for such
financing.

Acquisition of Sky Harvest Windpower Corp.

The Company entered into a letter agreement dated March 26,
2007 to acquire 100% of the issued and outstanding common shares of Sky Harvest
Windpower Corp. ("Sky Harvest") a private Canadian company incorporated under
the federal laws of Canada. Sky Harvest holds the rights to construct a wind
power facility on approximately 8,500 acres of land located in south-western
Saskatchewan. Sky Harvest has completed a wind resource assessment on the
property that demonstrates that the potential wind resource greatly exceeds the
minimum capacity factor necessary to justify the planning and construction of a
150 megawatt wind power project. The assessment was completed by Phoenix
Engineering Inc. of Calgary, Alberta. Current directors of Keewatin own 53% of
Sky Harvests issued and outstanding shares.

Golder Associates Ltd, also of Calgary, is presently in the
process of completing the necessary environmental assessment and permitting of
the property. Sky Harvest has also commenced initial discussions regarding the
potential sale of electricity that would be generated by a wind power
facility.

Participation by Sky Harvest in Saskatchewans Wind Power
Integration study, conducted by Genivar has begun with the submission of data to
the study.

In order to acquire a 100% interest in Sky Harvest Windpower
Corp., Keewatin has agreed to issue a total of 17,343,516 restricted shares of
common stock to the shareholders of Sky Harvest, equating to 1.5 shares of
common stock in the capital of Keewatin for every currently issued common share
of Sky Harvest. The acquisition is subject to Sky Harvest completing an audit of
its financial statements, Keewatin changing its name to "Sky Harvest Windpower
Corp." and shareholders of both companies approving the acquisition agreement.
Keewatin has engaged Stirling Mercantile Corporation to prepare a fairness
opinion concerning the transaction. Keewatins Board of Directors anticipates
that the fairness opinion will support the terms of the proposed acquisition
whereby it will issue 1.5 shares of its common stock for each currently issued
share of Sky Harvest, representing an aggregate of 17,343,516 shares

Competitive Business Conditions

The wind power and alternative energy businesses are currently
experiencing a strong growth phase in Canada. Several developers with existing
generating facilities and new developers with current land holdings are engaged
in the same business that the Company has entered. The Company will be competing
with other independent power producers for transmission and supply contracts. As
well, coal and oil and gas producers in the region are able to generate and
supply electricity to customers at a less expensive price.

The Company's competitive advantage is expected to be providing
electricity generated without greenhouse gas emissions to customers. 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 must reduce the consumption of electricity generated by fossil fuels
such as coal and oil and find environmental alternatives such as wind generated
power. However, if electricity purchasers are not prepared to pay higher prices
for wind generated power, the Company's ability to execute a power purchase
agreement that will result in its profitability will be questionable.

Principal Suppliers

The main component of a wind power project is the wind
turbines. The wind power business is global with the majority of turbines being
manufactured in Europe and the United States. Supply to Canada has usually been
from either Vestas Wind Systems or General Electric Energy. Both of these
companies have corporate offices in Canada. However, wind turbine supply is
currently scarce due to the small total number of wind turbine suppliers and
high demand.

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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 location of the property on which to erect
turbines, it will not know the specific permitting requirements for its project.
However, all of the proposed sites for the wind power project are not near any
significant population centers.

The creation of a wind power project will also involve the
excavation of portions of the land and the installation of concrete platforms
below the land surface. Before the Company commences this, it will need to
obtain environmental approval from the Saskatchewan provincial government. Any
development of this nature is subject to the provisions of the Saskatchewan
Environmental Assessment Act. This Act requires that prior to commencing the
construction of a wind power project the Company must receive approval from
Saskatchewan's 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 makes a
final decision regarding the project. An approval may include a number of
conditions to reduce environmental impact.

The Company anticipates that the cost of complying with all
environmental laws will cost approximately $150,000. Recent changes to
environmental assessments have increased the costs of these programs. The
Company has not applied for any government approvals to date.

Employees

The Company has no employees other than its officers and
directors as of the date of this annual report.

Research and Development Expenditures

The Company has not incurred any other research or development
expenditures since its incorporation.

Subsidiaries

The Company does not have any subsidiaries as at the date of
their fiscal year end.

Patents and Trademarks

The Company does not own, either legally or beneficially, any
patents or trademarks.

Reports to Security Holders

We file reports and other information with the SEC. The
registration statement, 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 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 anticipate spending $300,000 on
administrative costs, including management fees payable to our President and
Directors, professional fees and general business expenses, including costs
related to

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- 6 -

complying with filing obligations as a reporting company. As
our operations become more complex, it is anticipated that these costs will
increase.

To erect wind turbines on the property, at an anticipated cost
of $115,000,000, we expect to raise up to 75%, or approximately $250,000 by way
of debt financing and 25%, or approximately $28,750,000 through the sale of
common stock. It is unlikely that we will be able to make arrangements for debt
financing until our environmental assessment is completed, which is not expected
to occur until 2009 subject to the negotiation of a power purchase agreement
with a credit worthy counter-party.

Cash on hand will not cover these costs. We will need to
acquire additional 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. The most likely sources of future funds that will be
available to us are through debt financing and through the issuance of equity
capital. We will only be able to secure debt financing for wind turbines if it
is 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 do not have any arrangements in place for debt
financing nor for the sale of our securities.

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 primarily in organizational activities and wind
assessment of the Saskatchewan property on which we have erected a
meteorological tower.

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 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 upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. 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.

We have entered into an agreement to operate a meteorological
tower on a property in south-western Saskatchewan to determine whether it
possesses a sufficient wind resource to justify the erection of wind turbines.
However, we do not have an arrangement where it may erect turbines on the
property if it contains an economic wind resource. Even if we are able to reach
an agreement to acquire an interest in this property, we may not be able to
obtain the financing necessary to complete the lease or purchase. If we are
unable to acquire a suitable property interest, 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 acquires. 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.

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- 7 -

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 our wind farm. 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 bird
migration patterns or 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 find a party from which we can purchase
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 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.

Because all of our assets and a majority of our directors
and officers are located in Canada, U.S. residents' enforcement of legal process
may be difficult.

All of our officers and directors reside in Canada. As well,
all of our assets are located in Canada. Accordingly, service of process upon
our company, or upon individuals related to Keewatin, 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 to not 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

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- 8 -

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.

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

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- 9 -

ITEM 2. PROPERTIES

Our executive and head office is located at 617-666 Burrard
Street, Vancouver, BC, Canada V6C 3P6. The property we rent is 300 square feet
in total and the rent is $2,300 per month. We believe our current head office
space is sufficient for our current operations.

Other than our agreement with Edward and Charlotte Bothner
which provides the right to erect a meteorological tower on certain land that
comprises 640 acres located in south-western Saskatchewan situated near the town
of Beechy, we do not have an interest in any other property.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

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- 10 -

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 KWPW. The following table shows the quarterly range of high and low bid
information for our common stock over the fiscal quarters for the last two
fiscal years as quoted on the OTC Bulletin Board. The bid prices represent
quotations by dealers without adjustments for retail mark-ups, mark-downs or
commissions and may not represent actual transactions. 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 August 28, 2008, was
$1.20 per share.

Quarter Ended
    Bid High
    Bid Low
    Bid CloseAugust 31, 2006
    $0.00
    $0.00
    $0.00November 30, 2006
    $1.03
    $0.00
    $0.70February 28, 2007
    $1.40
    $0.55
    $1.30May 31, 2007
    $1.52
    $1.15
    $1.40August 31, 2007
    $1.65
    $1.40
    $1.60November 30, 2007
    $1.85
    $1.25
    $1.65February 29, 2008
    $1.70
    $0.75
    $1.55May 31, 2008
    $1.90
    $0.55
    $1.45


Transfer Agent

The transfer agent and registrar for our common stock is Empire
Stock Transfer Inc., 2470 Saint Rose Pkwy, Suite 304, Henderson, NV 89074,
Phone: 702.818.5898, Fax:702.974.1444, web: www.empirestock.com.

Holders of Common Stock

As of August 18, 2008, we have 56 shareholders holding
12,391,500 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, 2008, we did
not sell any equity securities that were not registered under the Securities Act
of 1933.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

None.

ITEM 6 SELECTED FINANCIAL DATA

Not applicable

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- 11 -

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

The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
prospectus. 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 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 financial statements for the year ended May
31, 2008 which are included herein.

|                             |              |              | Percentage
|---------------------------- | ------------ | ------------ | ----------
|                             | Year Ended   | Year Ended   | Increase/ 
|                             | May 31, 2008 | May 31, 2007 | Decrease  
|Revenue                      | $-           | $-           | N/A       
|Expenses                     | $319,485     | $444,916     | (28.2%)   
|Interest and Dividend Income | $(62,655)    | $(9,490)     | 560.2%    
|Net Loss                     | $256,830     | $435,426     | (41.0%)   

Revenues

We recorded a net operating loss of $256,830 for the twelve
months ended May 31, 2008 and have an accumulated deficit of $762,121 since
inception. We have had no operating revenues since our inception on February 25,
2005 through to the period ended May 31, 2008. We anticipate that we will not
generate any revenues for so long as we are a development stage company.

Expenses

Our expenses for the years ended May 31, 2008 and 2007 are
outlined below:

|                                 |   | Year Ended   |  |   | Year Ended   |  |  |                   |  
|-------------------------------- | - | ------------ |  | - | ------------ |  |  | ----------------- | -
|                                 |   | May 31, 2008 |  |   | May 31, 2007 |  |  | Increase/Decrease |  
|Management fees                  |   | 88,750       |  |   | 121,377      |  |  | (26.9%            | )
|General and
      administrative |   | 230,735      |  |   | 323,539      |  |  | (28.7%            | )
|Net Loss                         | $ | 319,485      |  | $ | 444,426      |  |  | (28.1%            | )

Working Capital

The increase in our working capital from $399,281 to $1,307,158
was primarily due to cash received from our equity financings during the year
ended May 31, 2008.

Cash Used In Operating Activities

During the year ended May 31, 2008 we used net cash in
operating activities in the amount of ($257,069). The cash used in the current
year by our operating activities is primarily represented by our operations on
our wind power projects

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- 12 -

Cash from Financing Activities

We received net cash from financing activities in the amount of
$1,163,249 during the year ended May 31, 2008 compared to $478,400 during the
year ended May 31, 2007.

Liquidity and Capital Resources

Our financial condition for the year ended May 31, 2008 and
2007 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

Year Ended
    Year Ended
    PercentageMay 31, 2008
    May 31, 2007
    Increase/DecreaseCurrent Assets
    $1,372,367
    $449,185
    205.5%Current Liabilities
    $65,209
    $49,904
    30.7%Working Capital
    $1,307,158
    $399,281
    227.4%


Cash Flows

|                                                   |              |              | Percentage
|-------------------------------------------------- | ------------ | ------------ | ----------
|                                                   | Year Ended   | Year Ended   | Increase/ 
|                                                   | May 31, 2008 | May 31, 2007 | Decrease  
|Cash Flows from used in Operating
      Activities | $(257,069)   | $(32,216)    | 698.0%    
|Cash Flows from used in Investing Activities       | $(1,459,054) | $-           | NA        
|Cash Flows provided by Financing Activities        | $1,163,249   | $478,400     | 143.2%    
|Net increase (decrease) in cash during period      | $(447,874)   | $446,184     | 200.4%    

Future Financings

We recorded a net operating loss of $257,069 for the year ended
May 31, 2008 and have an accumulated deficit of $762,121 since inception. As at
May 31, 2008 we had cash and short term investments totaling $1,367,367 and for
the next 12 months, management anticipates that the minimum cash requirements to
fund our proposed exploration program and our continued operations will be
$300,000 excluding costs of constructing the wind turbine. Accordingly we have
sufficient funds to meet our planned expenditures over the next 12 months,
however, we will need further financing in order to meet our anticipated
expenses for the construction of the proposed wind turbine.

We have begun sourcing equity financing to cover the balance of
the anticipated costs for the next 12 months and anticipated costs relating to
the erection of wind turbines. Until such financing is arranged, we intend to
rely on the proceeds of a recent financing concluded in July, 2007 for net
proceeds of approximately $1,163,000 to cover the cost of operations before the
erection of wind turbines. We have not had any specific communications with any
representative of a debt financing institution regarding our proposed wind power
project. Accordingly, we cannot guarantee that it will be able to raise 75% of
required funds through debt financing.

We currently do not have any arrangements for financing and may
not be able to find such financing if required. The most likely sources of
future funds that will be available to us are through debt financing and through
the issuance of equity capital. 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 do not have any arrangements in
place for debt financing nor for the sale of our securities.

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. 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 exploration and development
activities during the next 12 month period.

---

- 13 -

Off Balance Sheet Arrangements

We have no significant 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.

Recently Issued Accounting Standards

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts
 An interpretation of FASB Statement No. 60. SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprises risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. The adoption of this statement is not expected to have a material
effect 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 noncontrolling
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.

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.

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- 14 -

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

In September 2006, the SEC issued Staff Accounting Bulletin
(SAB) No. 108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements. SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial statements.
SAB No. 108 requires companies to quantify misstatements using a balance sheet
and income statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for fiscal years ending after
November 15, 2006. 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. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an
amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement
requires employers to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. The provisions of SFAS No. 158 are
effective for employers with publicly traded equity securities as of the end of
the fiscal year ending after December 15, 2006. The Company currently has no
such employee plans and does not expect to ever institute such plans. 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 is not expected to have a
material effect on the Company's financial statements.

In June 2006, FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statements No. 109. FIN 48 clarifies the accounting for uncertainty in
income taxes by prescribing a two-step method of first evaluating whether a tax
position has met a more likely than not recognition threshold and second,
measuring that tax position to determine the amount of benefit to be recognized
in the financial statements. FIN 48 provides guidance on the presentation of
such positions within a classified statement of financial position as well as on
derecognition, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. 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



Keewatin Windpower Corp. (A Development Stage Company)

May 31, 2008





|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F1  
|                                                              |      
|Balance
      Sheets                                          | F2  
|                                                              |      
|Statements
      of Operations                                | F3  
|                                                              |      
|Statements
      of Cash Flows                                | F4  
|                                                              |      
|Statement
      of Stockholders Equity (Deficit)             | F5  
|                                                              |      
|Notes
      to the Financial Statements                       | F6  

---

|Chang G. Park, CPA, Ph. D.                                               
|-------------------------------------------------------------------------
|* 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108 *        
|* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX
      (858) 764-5480
|* E-MAILchanggpark@gmail.com *                                           
|                                                                         
|                                                                         

Report of Independent Registered Public Accounting
  Firm

To the Board of Directors and Stockholders 
  Keewatin
  Windpower Corp.

We have audited the accompanying balance sheets of Keewatin
  Windpower Corp. (the Company) as of May 31, 2008 and 2007 and the related
  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, 2008.
  These financial statements are the responsibility of the Companys management.
  Our responsibility is to express an opinion on these 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 financial statements referred to above
  present fairly, in all material respects, the financial positions of Keewatin
  Windpower corp. as of May 31, 2008 and 2007, and the results of its operation
  and its cash flows for the years then ended and for the period August 26, 1998
  (inception) to May 31, 2008 in conformity with U.S. generally accepted
  accounting principles.

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

/s/Chang G. Park
  ____________________ 
  CHANG G.
  PARK, CPA

July 30, 2008 
  Chula Vista, CA

Member of the California Society of Certified Public
  Accountants 
  Registered with the Public Company Accounting Oversight
  Board

---

Keewatin Windpower Corp. (A Development Stage Company)
Balance Sheets (Expressed in US Dollars)

|                                                       |  | May 31,   |   |  | May 31,  |  
|------------------------------------------------------ |  | --------- | - |  | -------- | -
|                                                       |  | 2008      |   |  | 2007     |  
|                                                       |  | $         |   |  | $        |  
|                                                       |  |           |   |  |          |  
|ASSETS                                                 |  |           |   |  |          |  
|                                                       |  |           |   |  |          |  
|Current Assets                                         |  |           |   |  |          |  
|                                                       |  |           |   |  |          |  
|Cash and cash
      equivalents                        |  | 1,311     |   |  | 449,185  |  
|Short term investment                                  |  | 1,366,056 |   |  |         |  
|Prepaid expenses                                       |  | 5,000     |   |  |         |  
|                                                       |  |           |   |  |          |  
|Total Current Assets                                   |  | 1,372,367 |   |  | 449,185  |  
|                                                       |  |           |   |  |          |  
|Property and equipment, net (Note 4)                   |  | 14,478    |   |  | 15,936   |  
|                                                       |  |           |   |  |          |  
|Total Assets                                           |  | 1,386,845 |   |  | 465,121  |  
|                                                       |  |           |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |           |   |  |          |  
|                                                       |  |           |   |  |          |  
|Liabilities                                            |  |           |   |  |          |  
|                                                       |  |           |   |  |          |  
|Accounts payable                                       |  | 6,512     |   |  | 3,040    |  
|Accrued liabilities                                    |  | 13,597    |   |  | 1,764    |  
|Management fees payable (Note 5)                       |  | 45,100    |   |  | 45,100   |  
|                                                       |  |           |   |  |          |  
|Total Liabilities                                      |  | 65,209    |   |  | 49,904   |  
|                                                       |  |           |   |  |          |  
|Contingencies (Note 1)                                 |  |           |   |  |          |  
|                                                       |  |           |   |  |          |  
|Stockholders Equity                                   |  |           |   |  |          |  
|                                                       |  |           |   |  |          |  
|Preferred Stock:                                       |  |           |   |  |          |  
|Authorized: 10,000,000
      shares, $0.001 par value  |  |           |   |  |          |  
|Issued
      and outstanding: None                     |  |          |   |  |         |  
|                                                       |  |           |   |  |          |  
|Common Stock: (Note 6)                                 |  |           |   |  |          |  
|Authorized: 100,000,000
      shares, $0.001 par value |  |           |   |  |          |  
|Issued
      and outstanding: 12,391,500 shares        |  |           |   |  |          |  
|(May 31, 2007 
      10,530,000 shares)               |  | 12,391    |   |  | 10,530   |  
|                                                       |  |           |   |  |          |  
|Additional paid-in capital                             |  | 2,071,366 |   |  | 409,478  |  
|                                                       |  |           |   |  |          |  
|Common stock subscribed (Note 6)                       |  |          |   |  | 500,500  |  
|                                                       |  |           |   |  |          |  
|Deficit
      accumulated during the development stage |  | (762,121  | ) |  | (505,291 | )
|                                                       |  |           |   |  |          |  
|Total
      Stockholders Equity                       |  | 1,321,636 |   |  | 415,217  |  
|                                                       |  |           |   |  |          |  
|Total Liabilities
      and Stockholders Equity       |  | 1,386,845 |   |  | 465,121  |  

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

F-2

---

Keewatin Windpower Corp. (A Development Stage Company)
Statements of Operations (Expressed in US Dollars)

|                                                    |  | Accumulated from    |   |  |            |   |  |            |  
|--------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ---------- | -
|                                                    |  | February 25, 2005   |   |  |            |   |  |            |  
|                                                    |  | (Date of Inception) |   |  | Year       |   |  | Year       |  
|                                                    |  | To                  |   |  | Ended      |   |  | Ended      |  
|                                                    |  | May 31,             |   |  | May 31,    |   |  | May 31,    |  
|                                                    |  | 2008                |   |  | 2008       |   |  | 2007       |  
|                                                    |  | $                   |   |  | $          |   |  | $          |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Expenses                                            |  |                     |   |  |            |   |  |            |  
|Management fees                                     |  | 248,827             |   |  | 88,750     |   |  | 121,377    |  
|General and administrative                          |  | 585,439             |   |  | 230,735    |   |  | 323,539    |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Operating loss                                      |  | 834,266             |   |  | 319,485    |   |  | 444,916    |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Other Income                                        |  |                     |   |  |            |   |  |            |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Interest income                                     |  | (72,145             | ) |  | (62,655    | ) |  | (9,490     | )
|                                                    |  |                     |   |  |            |   |  |            |  
|Net loss                                            |  | 762,121             |   |  | 256,830    |   |  | 435,426    |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Net loss per common share  basic and diluted       |  |                     |   |  | (0.02      | ) |  | (0.04      | )
|                                                    |  |                     |   |  |            |   |  |            |  
|Weighted average number of common stock outstanding |  |                     |   |  | 12,145,000 |   |  | 10,530,000 |  

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

F-3

---

Keewatin Windpower Corp. (A Development Stage Company)
Statements of Cash Flows (Expressed in US Dollars)

|                                                            |  | Accumulated from    |   |  |            |   |  |          |  
|----------------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | -------- | -
|                                                            |  | February 25, 2005   |   |  |            |   |  |          |  
|                                                            |  | (Date of Inception) |   |  | Year       |   |  | Year     |  
|                                                            |  | To                  |   |  | Ended      |   |  | Ended    |  
|                                                            |  | May 31,             |   |  | May 31,    |   |  | May 31,  |  
|                                                            |  | 2008                |   |  | 2008       |   |  | 2007     |  
|                                                            |  | $                   |   |  | $          |   |  | $        |  
|Operating activities                                        |  |                     |   |  |            |   |  |          |  
|Net loss for the period                                     |  | (762,121            | ) |  | (256,830   | ) |  | (435,426 | )
|Adjustments to reconcile net loss to
      net cash used in |  |                     |   |  |            |   |  |          |  
|operating activities:                                       |  |                     |   |  |            |   |  |          |  
|Depreciation                                                |  | 10,389              |   |  | 5,512      |   |  | 4,160    |  
|Stock-based compensation                                    |  | 365,508             |   |  |           |   |  | 365,508  |  
|Changes in operating assets and
      liabilities:          |  |                     |   |  |            |   |  |          |  
|Prepaid expenses                                            |  | (5,000              | ) |  | (5,000     | ) |  | 1,338    |  
|Accrued
      interest                                      |  | (16,056             | ) |  | (16,056    | ) |  |         |  
|Accounts payable and
      accrued liabilities              |  | 20,109              |   |  | 15,305     |   |  | 4,804    |  
|Management fees payable                                     |  | 45,100              |   |  |           |   |  | 27,400   |  
|Net cash flows
      used in operating activities           |  | (342,071            | ) |  | (257,069   | ) |  | (32,216  | )
|Investing activities                                        |  |                     |   |  |            |   |  |          |  
|Purchase of equipment                                       |  | (24,867             | ) |  | (4,054     | ) |  |         |  
|Purchase of short - term investments                        |  | (1,350,000          | ) |  | (1,350,000 | ) |  |         |  
|Net cash flows
      used in investing activities           |  | (1,374,867          | ) |  | (1,354,054 | ) |  |         |  
|Financing activities                                        |  |                     |   |  |            |   |  |          |  
|Proceeds from common stock issuances                        |  | 1,718,249           |   |  | 1,163,249  |   |  |         |  
|Proceeds from common stock
      subscriptions              |  |                    |   |  |           |   |  | 500,500  |  
|(Repayment of) proceeds from related party loans            |  |                    |   |  |           |   |  | (22,100  | )
|Net cash flows provided by financing activities             |  | 1,718,249           |   |  | 1,163,249  |   |  | 478,400  |  
|Increase (decrease) in cash and cash equivalents            |  | 1,311               |   |  | (447,874   | ) |  | 446,184  |  
|Cash and cash equivalents  beginning of period             |  |                    |   |  | 449,185    |   |  | 3,001    |  
|Cash and cash
      equivalents  end of period             |  | 1,311               |   |  | 1,311      |   |  | 449,185  |  
|                                                            |  |                     |   |  |            |   |  |          |  
|                                                            |  |                     |   |  |            |   |  |          |  
|Supplementary disclosures                                   |  |                     |   |  |            |   |  |          |  
|Interest paid                                               |  |                    |   |  |           |   |  |         |  
|Income taxes paid                                           |  |                    |   |  |           |   |  |         |  

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

F-4

---

Keewatin Windpower Corp. (A Development Stage Company)
Statement of Stockholders Equity (Expressed in US Dollars)

DeficitAccumulatedAdditional
    
    
    Common
    
    
    During theCommon
    
    
    
    
    
    Paidin
    
    
    Stock
    
    
    DevelopmentShares
    
    
    Amount
    
    
    Capital
    
    
    Subscribed
    
    
    Stage
    
    
    Total#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance  February 25, 2005 (Date ofInception)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issued on March 2, 2005to founders for cash at $0.00167 pershare
    
    6,000,000
    
    
    6,000
    
    
    4,000
    
    
    
    
    
    
    
    
    10,000Common stock issued from March 4,2005 to March 20, 2005 for cash at$0.0033 per share
    
    3,000,000
    
    
    3,000
    
    
    7,000
    
    
    
    
    
    
    
    
    10,000Common stock issued on March 31,2005 for cash at $0.0167 per share
    
    300,000
    
    
    300
    
    
    4,700
    
    
    
    
    
    
    
    
    5,000Common stock issued from April 7,2005 to April 28, 2005 for cash at$0.0167 per share
    
    480,000
    
    
    480
    
    
    7,520
    
    
    
    
    
    
    
    
    8,000Common stock issued from May 1,2005 to May 25 , 2005 for cash at$0.0167 per share
    
    690,000
    
    
    690
    
    
    10,810
    
    
    
    
    
    
    
    
    11,500Common stock issued on May 29, 2005for cash at $0.0167 per share
    
    60,000
    
    
    60
    
    
    9,940
    
    
    
    
    
    
    
    
    10,000Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,321
    )
    
    (12,321
    )Balance  May, 31 2005
    
    10,530,000
    
    
    10,530
    
    
    43,970
    
    
    
    
    
    (12,321
    )
    
    42,179Net 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
    
    
    
    
    
    500,500Stock-based compensation
    
    
    
    
    
    
    
    365,508
    
    
    
    
    
    
    
    
    365,508Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    (435,426
    )
    
    (435,426
    )Balance  May 31, 2007
    
    10,530,000
    
    
    10,530
    
    
    409,478
    
    
    500,500
    
    
    (505,291
    )
    
    415,217Common stock issued on July 11, 2007for cash at $0.70 per share
    
    715,000
    
    
    715
    
    
    499,785
    
    
    (500,500
    )
    
    
    
    
    Common stock issued on July 11, 2007for finders fees
    
    71,500
    
    
    71
    
    
    49,979
    
    
    
    
    
    
    
    
    50,050Common stock issued on July 27, 2007for cash at $1.20 per share
    
    1,075,000
    
    
    1,075
    
    
    1,288,925
    
    
    
    
    
    
    
    
    1,290,000One million share purchase warrantsissued for finders fee
    
    -
    
    
    -
    
    
    321,279
    
    
    -
    
    
    -
    
    
    321,279Finders Fees
    
    
    
    
    
    
    
    (498,079
    )
    
    
    
    
    
    
    
    (498,079
    )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


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

F-5

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company was incorporated in the State of Nevada on
      February 25, 2005. The Company is a Development Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No.7 Accounting
      and Reporting for Development Stage Companies. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These 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, 2008, the Company has
      accumulated losses of $762,121 since inception. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. These 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. There is no guarantee that the Company will be able to raise any
      capital through any type of offering. On July 27, 2007 the Company
      completed a private placement consisting of 1,075,000 shares of common
      stock at $1.20 per share for cash proceeds of $1,290,000. Finders fees of
      $126,750 cash and 1,000,000 share purchase warrants entitling the holder
      to acquire an additional share of common stock for $2.50 were paid related
      to this placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended May 31, 2007, $500,500 was received
      in stock subscriptions from another private placement. The offering
      consisted of up to 715,000 shares of common stock at $0.70 per share for
      proceeds of $500,500. The Company paid a 10% finders fee consisting of
      71,500 shares of common stock. During the year ended May 31, 2008, the
      Company issued all 1,861,500 shares relating to the two private
      placements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-6

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|2. | Significant Accounting Polices (continued)
|-- | ------------------------------------------
|   |                                           
|   | e.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | f.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | g.                                        
|   |                                           
|   |                                           
|   |                                           
|   | h.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | i.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-7

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|2. | Significant Accounting Polices (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | j.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2008, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 163, Accounting for Financial Guarantee
      Insurance Contracts  An interpretation of FASB Statement No. 60.
      SFAS 163 requires that an insurance enterprise recognize a claim liability
      prior to an event of default when there is evidence that credit
      deterioration has occurred in an insured financial obligation. It also
      clarifies how Statement 60 applies to financial guarantee insurance
      contracts, including the recognition and measurement to be used to account
      for premium revenue and claim liabilities, and requires expanded
      disclosures about financial guarantee insurance contracts. It is effective
      for financial statements issued for fiscal years beginning after December
      15, 2008, except for some disclosures about the insurance enterprises
      risk-management activities. SFAS 163 requires that disclosures about the
      risk-management activities of the insurance enterprise be effective for
      the first period beginning after issuance. Except for those disclosures,
      earlier application is not permitted. The adoption of this statement is
      not expected to have a material effect 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 noncontrolling 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.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-8

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|3. | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February 2007, the FASB issued SFAS No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities 
      Including an Amendment of FASB Statement No. 115. This statement
      permits entities to choose to measure many financial instruments and
      certain other items at fair value. Most of the provisions of SFAS No. 159
      apply only to entities that elect the fair value option. However, the
      amendment to SFAS No. 115 Accounting for Certain Investments in Debt
      and Equity Securities applies to all entities with available-for-sale
      and trading securities. SFAS No. 159 is effective as of the beginning of
      an entitys first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, Fair Value Measurements. The adoption
      of this statement is not expected to have a material effect on the
      Company's financial statements.                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, the SEC issued Staff Accounting
      Bulletin (SAB) No. 108, Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements. SAB No. 108 addresses how the effects of prior year
      uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires
      companies to quantify misstatements using a balance sheet and income
      statement approach and to evaluate whether either approach results in
      quantifying an error that is material in light of relevant quantitative
      and qualitative factors. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. 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. 158,
      Employers Accounting for Defined Benefit Pension and Other
      Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106,
      and 132(R). This statement requires employers to recognize the
      overfunded or underfunded status of a defined benefit postretirement plan
      (other than a multiemployer plan) as an asset or liability in its
      statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This statement also requires an employer to
      measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The provisions
      of SFAS No. 158 are effective for employers with publicly traded equity
      securities as of the end of the fiscal year ending after December 15,
      2006. The Company currently has no such employee plans and does not expect
      to ever institute such plans. 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 is not expected to have a material
      effect on the Company's financial statements.                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In June 2006, FASB issued FASB Interpretation No. 48,
      Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statements No. 109. FIN 48 clarifies the accounting for uncertainty
      in income taxes by prescribing a two-step method of first evaluating
      whether a tax position has met a more likely than not recognition
      threshold and second, measuring that tax position to determine the amount
      of benefit to be recognized in the financial statements. FIN 48 provides
      guidance on the presentation of such positions within a classified
      statement of financial position as well as on derecognition, interest and
      penalties, accounting in interim periods, disclosure, and transition. FIN
      48 is effective for fiscal years beginning after December 15, 2006. The
      adoption of this statement did not have a material effect on the Company's
      financial statements.                                                                                                                                                                                                                                                                                                                                  

F-9

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|4. | Property and equipment
|-- | ----------------------

| |                            |  |        |  |  |              |   |  | May 31,      |  |  | May 31,      | 
| | -------------------------- |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                            |  |        |  |  |              |   |  | 2008         |  |  | 2007         | 
| |                            |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                            |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                            |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                            |  |        |  |  |              |   |  |              |  |  |              | 
| |                            |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment         |  | 4,054  |  |  | (1,352       | ) |  | 2,702        |  |  |             | 
| | Wind tower
      equipment |  | 20,813 |  |  | (9,037       | ) |  | 11,776       |  |  | 15,936       | 
| |                            |  |        |  |  |              |   |  |              |  |  |              | 
| |                            |  | 24,867 |  |  | (10,389      | ) |  | 14,478       |  |  | 15,936       | 

|5. | Related Party Transactions              
|-- | ----------------------------------------
|   |                                         
|   | a)                                      
|   |                                         
|   | b)                                      
|   |                                         
|   | c)                                      
|   |                                         
|   |                                         
|   |                                         
|6. | Common Stock and share purchase warrants
|   |                                         
|   | a)                                      
|   |                                         
|   | b)                                      
|   |                                         
|   | c)                                      
|   |                                         
|   |                                         

| |                              |  | Year ended         | 
| | ---------------------------- |  | ------------------ | 
| |                              |  | May
      31, 2008 | 
| |                              |  |                    | 
| |                              |  | Number             | 
| | Balance, beginning of period |  |                   | 
| | Granted                      |  | 1,000,000          | 
| | Cancelled/Forfeited          |  |                   | 
| | Exercised                    |  |                   | 
| | Balance, end of period       |  | 1,000,000          | 

F-10

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|7. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year ended May 31, 2007, the Company granted
      stock options to directors, officers and key advisors to acquire up to
      1,000,000 shares of common stock exercisable at $1.10 per share on or
      before February 26, 2009. All options granted were vested at the time of
      issuance. The fair value for options granted was estimated at the date of
      grant to be $365,508 using the Black-Scholes option pricing model assuming
      an expected life of 2 years, a risk-free rate of 4.49%, an expected
      volatility of 42% and no expected dividends. The fair value of these stock
      options granted was approximately $0.37 per share. During the year ended
      May 31, 2007, the Company recorded stock-based compensation of $91,337 as
      management fees and $274,131 as general and administrative
  expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | A summary of the Companys stock option activity is as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                              |  | Year Ended         |  |   | Year Ended         | 
| | ---------------------------- |  | ------------------ |  | - | ------------------ | 
| |                              |  | May
      31, 2008 |  |   | May
      31, 2007 | 
| |                              |  |                    |  |   | Weighted           | 
| |                              |  | Number             |  |   | Average            | 
| |                              |  | of Options         |  |   | Exercise Price     | 
| |                              |  |                    |  |   |                    | 
| | Balance, Beginning of period |  | 1,000,000          |  | $ | 1.10               | 
| | Granted                      |  |                   |  |   |                   | 
| | Cancelled/Forfeited          |  |                   |  |   |                   | 
| | Exercised                    |  |                   |  |   |                   | 
| | Balance, End of period       |  | 1,000,000          |  | $ | 1.10               | 

|   | As at May 31, 2008, all of the options were vested, and
      their intrinsic value was $380,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company accounts for income taxes under SFAS No. 109,
      "Accounting for Income Taxes." Deferred income tax assets and
      liabilities are determined based upon differences between financial
      reporting and tax bases of assets and liabilities and are measured using
      the enacted tax rates and laws that will be in effect when the differences
      are expected to reverse. Income tax expense differs from the amount that
      would result from applying the U.S federal and state income tax rates to
      earnings before income taxes. The Company has a net operating loss
      carryforward of approximately $396,613 available to offset taxable income
      in future years which expires in fiscal 2028. Pursuant to SFAS 109, the
      potential benefit of the net operating loss carryforward has not been
      recognized in the financial statements since the Company cannot be assured
      that it is more likely than not that such benefit will be utilized in
      future years.

F-11

---

Keewatin Windpower Corp. (A Development Stage Company)
Notes to the Financial Statements (Expressed in US Dollars)

|8. | Income Taxes (continued)                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                     
|   | 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,  |  
| | ------------------------------------------ |  | ------- | - |  | -------- | -
| |                                            |  | 2008    |   |  | 2007     |  
| |                                            |  | $       |   |  | $        |  
| | Net loss before income taxes per financial |  |         |   |  |          |  
| | statements                                 |  | 256,830 |   |  | 435,426  |  
| | Income tax rate                            |  | 35%     |   |  | 35%      |  
| | Income tax recovery                        |  | (89,891 | ) |  | (152,399 | )
| | Permanent differences                      |  |        |   |  | 127,928  |  
| | Temporary differences                      |  |        |   |  |         |  
| | Valuation allowance change                 |  | 89,891  |   |  | 24,471   |  
| | Provision for
      income taxes           |  |        |   |  |         |  

Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Deferred income taxes arise from temporary differences in the
recognition of income and expenses for financial reporting and tax purposes. The
significant components of deferred income tax assets and liabilities at May 31,
2008 are as follows:

| |                                 |  | May 31,  |   |  | May 31, |  
| | ------------------------------- |  | -------- | - |  | ------- | -
| |                                 |  | 2008     |   |  | 2007    |  
| |                                 |  | $        |   |  | $       |  
| | Net operating loss carryforward |  | 138,815  |   |  | 48,924  |  
| | Valuation
      allowance       |  | (138,815 | ) |  | (48,924 | )
| | Net deferred income tax asset   |  |         |   |  |        |  

|   | The Company has recognized a valuation allowance for the
      deferred income tax asset since the Company cannot be assured that it is
      more likely than not that such benefit will be utilized in future years.
      The valuation allowance is reviewed annually. When circumstances change
      and which cause a change in management's judgment about the realizability
      of deferred income tax assets, the impact of the change on the valuation
      allowance is generally reflected in current income.                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9. | Potential Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company entered into a letter agreement dated March
      26, 2007 to acquire 100% of the issued and outstanding common shares of
      Sky Harvest Windpower Corp. (Sky Harvest), 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. The directors
      of the Company are also directors and principal shareholders of Sky
      Harvest. Sky Harvest holds the rights to construct a wind power facility
      on approximately 8,500 acres of land located in Southwestern Saskatchewan.
      The closing of this transaction is subject to shareholder
  approval.

F-12

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- 13 -

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) as
of the end of the period covered by this Annual Report on Form 10-K. Based on
this evaluation, these officers 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 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 under the framework in Internal
Control-Integrated Framework, our Chief Executive Officer and Chief Financial
Officer concluded that our internal control over financial reporting were
effective as of May 31, 2008.

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.

There were no changes in the Companys internal control over
financial reporting during the quarter ended May 31, 2008 that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

---

- 14 -

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at the date of this report, our directors and executive
officers, their ages, positions held, and duration of such, are as follows:

Name
    Position Held with our
      Company
    Age
    Date First Elected or
      AppointedChris Craddock
    President, CEO, CFO, Secretary,
      Treasurer and Director
    50
    February 25, 2005William Iny
    Director
    57
    May
      23, 2006


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 officers 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.

Chris Craddock has acted as President, Chief Executive
Officer, Secretary, Treasurer and Director since incorporation on February 25,
2005 and has acted as Chief Financial Officer since November 30, 2007. Mr.
Craddock acted as the President of Westgreen Power Development Corp., a private
Vancouver, British Columbia based company involved in the development of
alternative energy projects in British Columbia and Saskatchewan.

From March 2000 to August 2003, he acted as a Director of New
Market Ventures Inc., a British Columbia reporting company that acquired and
operated Russell Brewing Company Ltd., a British Columbia based microbrewery.
Mr. Craddock currently devotes 100% of his business time to the Corporation's
affairs.

William Iny has acted as a director since May 23, 2006.
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. Mr. Iny currently devotes 20% of his
business time to the Company's affairs.

Involvement in Certain Legal Proceedings

Our directors, executive officers 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);                                                     

---

- 15 -

| | 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 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, with the exception of the
following:

Name
    Number of Late Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to File Requested
      FormsChris Craddock
    3(1)
    3(1)
    -


1 Mr. Craddock reported transactions dated June 6,
2007, October 5, 2007 and November 16, 2007 outside the two-day reporting
period.

Code of Ethics

We have not yet adopted a Code of Ethics but intend to do so in
the near future.

Corporate Governance

Nominating and Compensation Committees

We do not have standing nominating or compensation committees,
or committees performing similar functions. Our board of directors believe 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.

---

- 16 -

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 401(h) of
Regulation S-K, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

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 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, 2008 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 directors believe 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.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended May 31, 2008; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our year ended May 31, 2008, are set out in the following summary
compensation table:

Name and
      Principal Position (a)
    Year
      (b)
    Salary ($)
      (c)
    Bonus($) (d)
    Stock **Awards**($) (e)
    Option**Awards**($) (f)
    Non-Equity **Incentive
      Plan** **Compensation** ($) (g)
    Nonqualified Deferred
      **Compensation**Earnings ($)
      (h)
    All Other
      Compensation ($) (i)
    Total ($)
      (j)Chris Craddock President, CEO, Secretary
      & Treasurer
    2008 2007
    $30,000 $30,000
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    $30,000 $30,000Victor Dusik (1)Former
      Executive VP & CFO
    2008 2007
    Nil $15,000
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil 15,000


1 Mr. Dusik resigned on November 30, 2007

Director Compensation Policy

Our board of directors has received no compensation to date and
there are no plans to compensate them in the near future, unless and until we
begin to realize revenues and become profitable in our business operations:

Name (a)
    Fees Earned or
      Paid in Cash ($) (b)
    Stock
      Awards ($) (c)
    Option
      Awards ($) (d)
    Non-Equity
      Incentive Plan Compensation
      ($) (e)
    Change in Pension Value and
      Nonqualified Deferred Compensation
      Earnings ($) (f)
    All Other
      Compensation ($) (g)
    Total
      ($) (j)Chris Craddock
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilWilliam Iny
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilGreg
      Yanke(1)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilVictor
      Dusik(2)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


1 Mr. Yanke resigned as a
director of the Company on January 29, 2008 2 Mr. Dusik resigned
as a director of the Company on November 30, 2007

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- 18 -

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.

OPTIONS
        AWARDS
      STOCK
        AWARDSName 
        (a)
      Number of Securities Underlying Unexercised
        Options (#) Exercisable
        (b)
      Number of Securities Underlying Unexercised
        Options (#) **Unexercisable** 
        (c)
      Equity
        Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned **Options (#)**
        (d)
      Option Exercise**Price ($)** 
        (e)
      Option **Expiration**Date 
        (f)
      Numberof Shares or Units of Stock
        That Have Not Vested (#) 
        (g)
      MarketValue of **Shares**or Unitsof Stock That Have Not
        Vested ($) 
        (h)
      Equity **Incentive**
        Plan Awards:**Number** of **Unearned** Shares, Units
        or Other Rights **That Have**
        Not Vested (#)
        (i)
      Equity Incentive Plan
        Awards: **Market or** Payout
        Value of **Unearned** Shares,
        Units or Other Rights **That
        Have** Not **Vested ($)** 
        (j)Chris Craddock
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilWilliam Iny
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilGreg Yanke
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilVictor Dusik
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Option exercises and stock vested table.

Name
        (a)
      OPTION
        AWARDS
      STOCK
        AWARDSNumber of Shares Acquired on Exercise (#) (b)
      Value Realized on
        Exercise ($) (c)
      Number of Shares Acquired on Vesting (#) (d)
      Realized on Vesting
        ($) (e)Chris Craddock
      Nil
      Nil
      Nil
      NilWilliam Iny
      Nil
      Nil
      Nil
      NilGreg Yanke
      Nil
      Nil
      Nil
      NilVictor Dusik
      Nil
      Nil
      Nil
      Nil


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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities authorized for issuance under equity compensation
plans

EQUITY COMPENSATION PLAN INFORMATIONPlan
      category
    Number of securities
      to be issued upon exercise of outstanding
      options, warrants and rights (a)
    Weighted-average
      exercise price of outstanding options,
      warrants and rights (b)
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities
      reflected in column (a)) (c)Equity compensation plans approved by
      security holders
    Nil
    Nil
    NilEquity compensation plans not approved by
      security holders
    1,000,000
    $1.10
    NilTotal
    1,000,000
    $1.10
    Nil


Security ownership of certain beneficial owners.

In the following table, we have determined the number and
percentage of shares beneficially owned in accordance with Rule 13d-3 of the
Exchange Act based on information provided to us by our controlling shareholder,
executive officers and directors, and this information does not necessarily
indicate beneficial ownership for any other purpose. In determining the number
of shares of our common stock beneficially owned by a person and the percentage
ownership of that person, we include any shares as to which the person has sole
or shared voting power or investment power, as well as any shares subject to
warrants or options held by that person that are currently exercisable or
exercisable within 60 days.

Title of Class(1)
      Name and Address of Shareholder
        and Position, Office or Material Relationship
      Amount and Nature of Beneficial
        Ownership
      Percent of Class(2)common stock
      Chris Craddock 
        617-666 Burrard Street 
        Vancouver, BC V6C 3P6
      1,946,000 Direct
      15.70%common stock
      William Iny 
        617-666 Burrard Street 
        Vancouver, BC V6C 3P6
      2,000,000 Direct
      16.14%Directors and officers as a group (2)
      3,946,000
      31.84%5% Stockholderscommon stock
      Chris Craddock 
        617-666 Burrard Street 
        Vancouver, BC V6C 3P6
      1,946,000 Direct
      15.70%common stock
      William Iny 
        617-666 Burrard Street 
        Vancouver, BC V6C 3P6
      2,000,000 Direct
      16.14%


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- 20 -

Title of Class(1)
      Name and Address of
      Shareholder and Position, Office or Material Relationship
      Amount and Nature of Beneficial
      Ownership
      Percent of
      Class(2)common stock
    Greg Yanke 603-675 Granville
      Street Vancouver, BC V6B 1N2
    2,000,000 Direct
    16.14%5,946,000
    47.98%


| | (1) | Beneficial ownership is determined in accordance with SEC
      rules and generally includes voting or investment power with respect to
      securities. Shares of common stock exercisable or convertible within 60
      days, would be counted as outstanding for computing the percentage of the
      person holding such options or warrants but not counted as outstanding for
      computing the percentage of any other person.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (2) | Based on 12,391,500 shares outstanding as of August 18,
      2008 exercisable or convertible within 60 days, for the persons holding
      such options or warrants but not counted as outstanding for computing the
      percentage of any other persons.                                                                                                                                                                              

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 agreement dated March
      26, 2007 to acquire 100% of the issued and outstanding common shares of
      Sky Harvest Windpower Corp. ("Sky Harvest") a private Canadian company
      incorporated under the federal laws of Canada. Sky Harvest holds the
      rights to construct a wind power facility on approximately 8,500 acres of
      land located in south-western Saskatchewan. Sky Harvest has completed a
      wind resource assessment on the property that demonstrates that the
      potential wind resource greatly exceeds the minimum capacity factor
      necessary to justify the planning and construction of a 150 megawatt wind
      power project. The assessment was completed by Phoenix Engineering Inc. of
      Calgary, Alberta. Current directors of Keewatin own 53% of Sky Harvests
      issued and outstanding shares. The current directors of Keewatin are also
      the directors of Sky Harvest.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | The Company neither owns nor leases any real or personal
      property. A director provides office services without charge. Such costs
      are immaterial to the financial statements and accordingly, have not been
      reflected therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | During the year ended May 31, 2008, the Company has
      incurred $45,000 (May 31, 2007 - $7,500) in management fees provided by a
      director and principal shareholder of the Company. As at May 31, 2008, the
      Company has prepaid management fees of $5,000. As at May 31, 2008, the
      Company owes this director $45,100 in management fees incurred prior to
      May 31, 2007. There are no specified terms of repayment on the accrued
      amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | During the year ended May 31, 2008, other directors were
      paid $43,750 (May 31, 2007 - $NIL) in management
fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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- 21 -

Director independence

Our common stock is quoted on the OTC 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. We do not have any independent directors.

As a result of our limited operating history and limited
resources, our management believes that we will have difficulty in attracting
independent directors. in addition, we would be likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

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:

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, 2008 and 2007, the aggregate fees
billed by Chang G. Park, CPA, Ph. D., for professional services rendered for the
audit of our annual consolidated financial statements included in our annual
report on Form 10-K were:

| | 2007 | $6,200
| | ---- | ------
| |      |       
| | 2008 | $9,800

Audit Related Fees

For the years ended May 31, 2008 and 2007, 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:

| | 2007 | Nil
| | ---- | ---
| |      |    
| | 2008 | Nil

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- 22 -

Tax Fees

For the years ended May 31, 2008 and 2007, the aggregate fees
billed by Chang G. Park, CPA, Ph. D. for other non-audit professional services,
other than those services listed above, totalled:

| | 2007 | Nil
| | ---- | ---
| |      |    
| | 2008 | Nil

We do not use Chang G. Park, CPA, Ph. D. 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, Ph. D. to provide compliance outsourcing
services.

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

- approved by our board of directors who are capable of analyzing and
  evaluating financials, etc.; 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.

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- 23 -

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

Exhibit No.
      Description3.1
      Articles of Incorporation
          (Attached as an exhibit to our Registration Statement on Form SB-2 filed
          on July 14, 2005)3.2
      Bylaws (Attached as an exhibit to our Registration Statement
          on Form SB-2 filed on July 14, 2005)4.1
      Form of Warrant Certificate
          for July 13, 2007 Private Placement (Attached as an exhibit to our November
          30, 2007 Quarterly Report filed on January 14, 2008)10.1
      Management Agreement (Attached
          as an exhibit to our Registration Statement on Form SB-2 filed on July
          14, 2005).10.2
      Consent to Entry/Right of
          Access Agreement (Attached as an exhibit to our Registration Statement
          on Form SB-2 filed on September 29, 2005).10.3
      Letter of Intent dated March
          27, 2007 between Keewatin Windpower Corp. and Sky Harvest Windpower
          Corp. (Attached as an exhibit to our November 30, 2007 Quarterly Report
          filed on January 14, 2008)10.4
      Form of Subscription Agreement
          for July 13, 2007 Private Placement for US Subscribers (Attached as
          an exhibit to our November 30, 2007 Quarterly Report filed on January
          14, 2008)10.5
      Form of Subscription Agreement
          for July 13, 2007 Private Placement for Non-US Subscribers (filed as
          an exhibit to our November 30, 2007 Quarterly Report, filed on January
          14, 2008)31.1*
      Certification
          Statement of the Chief Executive Officer and Chief Financial Officer
          pursuant to Section 302 of the Sarbanes- Oxley Act of 200232.1*
      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


*filed herewith

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- 24 -

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.

KEEWATIN WINDPOWER CORP.



/s/ Chris Craddock Chris CraddockChief Executive
Officer and Chief Financial OfficerPrincipal Executive Officer, Principal
Accounting Officer and Principal Financial Officer Date: September 10, 2008

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/ Chris Craddock Chris CraddockChief Executive
Officer, Chief Financial Officer , President, Treasurer, Secretary, and Director
Principal Executive Officer, Principal Accounting Officer and Principal
Financial Officer Date: September 10, 2008



/s/ William Iny William Iny Director Date:
September 10, 2008



---