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

                                   FORM 10-KSB

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

    For the fiscal year ended May 31, 2006

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

    For the transition period from _________________ to __________________

                       Commission file number: 333-126580

                             KEEWATIN WINDPOWER INC.
                 (Name of small business issuer in its charter)

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

                         409 Granville Street, Suite 603
                                Vancouver. B.C.,
                                 Canada V6C 1T2
                    (Address of principal executive offices)

                                 (778) 835-7980
                            Issuer's telephone number

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

Title of each class                               Name of each exchange on which
to be so registered                               each class is to be registered
-------------------                               ------------------------------
      None                                                    None

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

                                  Common Stock
                                (Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. Yes [X] No [ ]

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

State issuer's revenues for its most recent fiscal year: Nil

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

$755,000 as at August 29, 2006 based on the last sale's price of our common
stock

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

3,510,000 shares of common stock as at August 29, 2006
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ITEM 1:  DESCRIPTION OF BUSINESS...........................................    3

ITEM 2:  DESCRIPTION OF PROPERTY...........................................   10

ITEM 3:  LEGAL PROCEEDINGS.................................................   10

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............   10

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........   11

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.........   11

ITEM 7:  FINANCIAL STATEMENTS..............................................   14

ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES............................................   25

ITEM 8A: CONTROLS AND PROCEDURES...........................................   25

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......   26

ITEM 10: EXECUTIVE COMPENSATION............................................   27

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....   27

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................   28

ITEM 13: EXHIBITS AND REPORTS..............................................   28

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES............................   29

                                       2
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                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

We intend to become a wind energy electrical generation company, known in the
industry as an independent power producer. We are a development stage company
that has not generated any revenue from operations since our incorporation on
February 25, 2005.

From November 2001 to February 2005, our sole employee, officer and a director,
Mr. Chris 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. We will
rely upon Mr. Craddock's experience and the expertise of independent contractors
in order to carry out our business plan. The independent contractors that we
will retain in this regard are a meteorologist with respect to conducting a wind
study and an engineering company with respect to the erection of wind turbines.

We do not have any written agreements in place with any independent contractors.
The engineering company that oversees the erection of wind turbines is generally
arranged in cooperation with the turbine manufacturer.

To date, we have 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, our
president, Mr. Chris Craddock, attended various locations in Saskatchewan to
personally assess properties that possess promising wind resources. In August
2005, we entered into an agreement with Edward and Charlotte Bothner which
provides us with the right to erect a meteorological tower on certain land that
comprises 640 acres located in southwestern Saskatchewan situated near the town
of Beechy with a legal description of Section 5-22-12 W3M. We paid $500 to Mr.
and Mrs. Bothner for this right. We have not executed an agreement with them to
erect wind turbines on their property if we discover a sufficient wind resource.

In September 2005, we 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.

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

     1.   complete the 12 month meteorological tower assessment to determine
          whether the property possesses sufficient wind to justify the erection
          of wind turbines. This study will be completed in early October 2006;
     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.

WIND POWER DEVELOPMENT IN SASKATCHEWAN

We have 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.

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Our review of wind speed data issued by Environment Canada and of a 1994 report
prepared for the Saskatchewan Energy Conservation Authority entitled "Assessment
of the Wind Potential For Southwest Saskatchewan" suggest that parts of the
southwest Saskatchewan region are likely to possess sufficient and consistent
wind speeds necessary to justify the creation of a wind power project. This data
will also be reviewed by a meteorologist that we retain prior to choosing the
site for erecting a meteorological tower that will gather wind data.

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.

Another significant factor is the property's proximity to the province's
electrical transmission lines. This is because we must pay to connect any wind
turbines that we erect 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.

We are 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 neighboring jurisdictions. This
will allow us to potentially access a broader base of customers seeking
electricity.

Currently, Saskatchewan has two wind power projects in operation and one
additional project approved for construction.

ACQUIRING A PROPERTY INTEREST

We have acquired the right to erect a meteorological tower on the Saskatchewan
property located in southwestern Saskatchewan near the town of Beechy. This
property covers one section of land which is equal to one square mile in area,
or 640 acres.

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. We intend to erect a 50 megawatt wind power project, which
typically requires approximately 2,500 acres of land. A megawatt is a unit of
electrically power equal to one million watts. In order to erect a project of
this size, we would need to acquire the rights to erect turbines on 2,500 acres
that are located within two of the meteorological tower that we erect.

In August 2005, we executed an agreement whereby we were permitted to access 640
acres of land located in southwestern Saskatchewan for a period of up to 14
months in order to erect a meteorological tower for the purposes of determining
the feasibility of constructing wind turbines on this land. We erected this
tower on the property in early October 2005. We own the wind data gathered from
the property.

Following the meteorological tower study of the Saskatchewan property, we 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, we will want 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, eg:

Capacity Factor = electricity production during the period (MWH)
                  installed capacity (MW)x number of hours in period (h)

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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.

WIND ASSESSMENT

In October 2005, we erected a meteorological tower ("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, we retained a meteorologist who selected the specific
site on the property for the MET, and is overseeing the erection of the MET and
will monitor and interpret the data recorded by the MET. We expect that the
meteorologist's services will cost approximately $4,000.

The one year wind assessment study will be completed in early October 2006. 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. While we have 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.

Despite this requirement, we have made an initial determination based upon wind
data to date from the MET that the Saskatchewan property contains a wind
resource sufficient to justify the erect of a wind power project.

POWER PURCHASE AGREEMENT

Following completion of the MET study, we will try to enter into an agreement to
pre-sell the electricity that will be created by our proposed wind power project
to a third party, known as a power purchase agreement. 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.

We will likely attempt to sell the electricity that we produce to a utility
located in the province of Saskatchewan, in the neighboring provinces of Alberta
or Manitoba, or in North Dakota, the neighboring state to the south. We have not
entered into any discussions with potential power purchasers and cannot be
assured that we will be able to reach an agreement on acceptable terms.

CONSTRUCTION OF WIND POWER PROJECT

If we are able to reach a power purchase agreement with a third party, we will
then undertake the construction of a wind power project on the property.

The estimated cost to construct a 50 megawatt wind power project is
approximately $67,250,000. This amount consists of the following:

     1.   $250,000 in pre-development costs
     2.   $62,000,000 in wind turbine costs
     3.   $5,000,000 in balance of station costs

Pre-development costs include further wind assessment costs of $100,000,
property permitting costs of $50,000, civil engineering costs of $25,000,
environmental assessment costs of $20,000, legal fees of $25,000 and travel and
general expenses of $30,000.

The wind turbine costs will be for 25 to 35 turbines. Different manufacturers
produce several types of turbines at various rated outputs. The correct turbine
is decided upon after the wind resource is determined to maximize generation
output.

                                       5
<PAGE>
The balance of station costs consist of:

     -    construction of concrete foundations:                      $1,900,000
     -    receiving, installation, checkout and startup of the
          towers and wind turbines:                                  $  350,000
     -    the creation of an initial spare parts inventory:          $  500,000
     -    surveying:                                                 $   20,000
     -    site preparation:                                          $  400,000
     -    electrical collection system:                              $  430,000
     -    control and monitoring equipment:                          $  500,000
     -    operations and maintenance facilities and equipment:       $  200,000
     -    project management and engineering:                        $  150,000
     -    construction insurance:                                    $  100,000
     -    miscellaneous costs:                                       $  300,000
     -    transmission line costs:                                   $  150,000

The above turbine price is an estimate that is negotiated with the supplier.
This negotiation includes price, delivery time, delivery penalties, warranties
and tower cost.

Banks and other lenders will typically finance up to 75% of wind power project
construction costs subject to its review of the wind assessment data and the
power purchase agreement that we execute. The lender will ensure that the
project has sound fiscal parameters necessary to be profitable, namely the price
that we will receive per megawatt hour and the number of megawatts of rated
capacity. We have not had any specific communications with any representative of
a debt financing institution regarding our proposed wind power project.

We intend to raise the remaining required funding from the sale of our common
stock. We do not have any arrangements in place for such financing.

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 we intend to enter.

We 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.

Our competitive advantage will 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, our ability to execute a power purchase agreement that will result in our
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 been 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 scare due to the
small total number of wind turbine suppliers and high demand.

GOVERNMENT APPROVALS AND ENVIRONMENTAL LAWS

In order to erect turbines on a property, we may need to apply for and obtain
municipal permits relating to zoning and building. Until we determine the exact
location of the property that we intend to erect turbines upon, we will not know
the specific permitting requirements for our project. However, all of the

                                       6
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proposed sites for our wind power project are not near any significant
population centers.

Our 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 we commence this, we 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;
we must receive approval from Saskatchewan's ministry of the environment. We
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.

We anticipate that the cost of complying with all environmental laws will cost
approximately $20,000. We have not applied for any government approvals to date.
We do not expect to apply for any permits or approvals until we have determined
whether the Saskatchewan property possesses an adequate wind resource to justify
the erection of wind turbines.

EMPLOYEES

We have no employees as of the date of this annual report other than our three
directors.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUT BUSINESS WILL FAIL.

Our current operating funds are not sufficient to complete our intended business
objectives. As of May 31, 2006, we had cash on hand in the amount of $3,001. We
anticipate spending $60,000 on annual land lease costs and $67,250,000 on
erecting wind turbines on the property upon completion of our wind power study
on the Saskatchewan property. Our 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. We currently do not have any operations and we
have no income.

The most likely sources of future funds that will be available to us are through
debt financing and through the sale 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 we acquire.

                                       7
<PAGE>
We do not have any arrangements in place for debt financing or 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
and 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.

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
costs of about $67,370,000. We therefore expect to incur significant losses in
the foreseeable future. If we are unable to acquire a property interest and
erect a wind farm on it, we will not earn profits or be able to continue
operations.

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

We have incurred losses since our inception. Further losses are anticipated in
the development of our business. As a result, there is substantial doubt about
our ability to continue as a going concern. Our ability to continue as a going
concern is dependent 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 erect a meteorological tower on a property
in southwestern 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 we 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 acquire. Wind data that we collect from a
meteorological tower may vary from results actually achieved when a wind turbine
is installed. Changing global environmental and weather conditions may also
affect the reliability of the data relating to a property.

Any wind farm that we develop, no matter where it is located, would be subject
to variations in wind and changes in worldwide climatic conditions. Sudden or
unexpected changes in environmental and meteorological conditions could reduce
the productivity of 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.

                                       8
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OUR ABILITY TO ERECT TURBINES ON A PROPERTY IN SASKATCHEWAN WILL BE CONTINGENT
UPON US OBTAINING ENVIRONMENTAL AND MUNICIPAL PERMITS. IF WE 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 we acquire. 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 TO PURCHASE ELECTRICITY FROM US 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 that we
potentially produce from a property, we will not be able to proceed with our
business plan.

BECAUSE OUR PRESIDENT OWNS 56.98% OF OUR OUTSTANDING COMMON STOCK, HE COULD MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.

Our president, Chris Craddock, owns approximately 56.98% of the outstanding
shares of our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our director may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.

BECAUSE MANAGEMENT DOES NOT HAVE ANY TECHNICIAL EXPERIENCE IN THE WIND ENERGY
SECTOR, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

Chris Craddock, our sole director, does not have any technical training in the
field of meteorology or engineering, and does not have any experience in wind
assessment, or establishing or operating a windfarm. As a result, we may not be
able to recognize and take advantage of opportunities in the in the sector
without the aid of qualified consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. His decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.

BECAUSE WE WILL INCUR SIGNIFICANT COSTS COMPLYING WITH OUR OBLIGATIONS AS A
REPORTING ISSER, OUR ABILITY TO ATTAIN PROFITABLE OPERATIONS WILL BE ADVERSELY
IMPACTED.

As a reporting issuer, we are required to file periodic reports with the
Securities & Exchange Commission, including financial statements and disclosure
regarding changes in our operations. We anticipate that we will incur
approximately $10,000 per year in order to comply with these reporting
requirements. As our operations become more complex, it is anticipated that
these costs will increase. These compliance costs will be charged to operations
and will negatively impact our ability to attain profitable operations.

BECAUSE ALL OF OUR ASSETS AND 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 us, or upon

                                       9
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individuals related to us, 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.

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

ITEM 2: DESCRIPTION OF PROPERTY

We do not own or lease any property.

ITEM 3: LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

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

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

                                       10
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                                     PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our shares of common stock are quoted for trading on the OTC Bulletin Board
under the symbol KEWW. However, no trades of our shares of common stock have
occurred through the facilities of the OTC Bulletin Board to the date of this
annual report.

We have 32 shareholders of record as at the date of this annual report.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

     1.   we would not be able to pay our debts as they become due in the usual
          course of business; or
     2.   our total assets would be less than the sum of our total liabilities
          plus the amount that would be needed to satisfy the rights of
          shareholders who have preferential rights superior to those receiving
          the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our plan of operations for the twelve months following the date of this annual
report is to:

     1.   complete the review of wind data from the meteorological tower that
          has been erected on the Saskatachewan property to assess the wind
          resource.
     2.   commence discussions with potential customers that may be interested
          in purchasing electricity that would be generated from our potential
          wind power project, contact wind turbine suppliers regarding the
          planned purchase and delivery of equipment and seek potential sources
          of debt and equity financing.

We have erected a meteorological tower on a property in southwest Saskatchewan
for the purpose of determining whether the property possesses a wind resource
sufficient to justify the erection of wind turbines.

Results from this wind study to date indicate that the Saskatchewan property has
a wind resource that warrants the erection of wind turbines. It is now our
objective to negotiate a lease with the landowners of the Saskatchewan property
and/or surrounding land owners. 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. Land
lease costs are estimated to be $60,000 per annum.

Over the next 12 months, we anticipate spending $60,000 on administrative costs,
including management fees payable to our president, professional fees and
general business expenses, including costs related to complying will our filing
obligations as a reporting company.

We also anticipate that we will incur approximately $10,000 per year in order to
comply with reporting requirements. As our operations become more complex, it is
anticipated that these costs will increase.

                                       11
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To erect wind turbines on the property, at an anticipated cost of $67,250,000,
we expect to raise up to 75%, or approximately $50,000,000 by way of debt
financing and 25%, or approximately $17,000,000 through the sale of our common
stock. It is unlikely that we will be able to make arrangements for debt
financing until our wind assessment study is completed, which will not occur
until September 2006 at the earliest.

The chartered banks in Canada, as well as many United States financial
institutions, each have departments that are familiar with financing wind power
projects and assessing the ability of companies with proposed projects to
generate profit through operations. These institutions may be approached for
debt financing following completion of our wind study and once we have entered
into an agreement in principal to sell the power to be generated from the
project. The factors that the banks consider in providing the debt financing
include wind study data, the size and number of wind turbines to be erected and
the price the purchaser has agreed to pay for the power produced.

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 we will be able to raise 75% of our required funds through
debt financing.

We have begun sourcing equity financing to cover the balance of our anticipated
costs for the next 12 months and anticipated costs relating to the erection of
wind turbines. Until such financing is arranged, we will rely on director loans
in order to cover our costs of operations. Our directors have indicated that
they are prepared to loan funds to us, but there are no formal arrangements in
this regard. They are not legally obligated to loan funds to us.

The following table discloses the number of shares of common stock that we would
have to issue in order to raise the $25,000,000 in equity financing at various
prices, resulting in dilution to existing shareholders:

           Price Per Share               No. of Shares Issuable
           ---------------               ----------------------
               $0.25                          100,000,000
               $0.50                           50,000,000
               $1.00                           25,000,000
               $2.00                           12,500,000

Wind power generation companies typically make marginal profit based upon the
price they receive for each kilowatt hour of power they sell. Government
subsidies and credits add to the profit margin that such companies realize.

We will attempt to execute a power purchase agreement with a utility in
Saskatchewan or a neighboring jurisdiction. The agreement will include the price
to be paid for the electricity we produce in cents per kilowatt-hour and the
term of the agreement. It will also be subject to us obtaining the necessary
financing to proceed with the wind power project.

Debt financiers will only provide us with the financing that we require if our
project will be economically viable based on the terms of the power purchase
agreement.

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED MAY 31, 2006

We did not earn any revenue during the fiscal year ended May 31, 2006. We do not
anticipate earning revenue until we establish a wind resource on a property,
secure a power purchase agreement and erect turbines on the land, of which there
is no guarantee.

                                       12
<PAGE>
We incurred operating expenses in the amount of $57,544 for the fiscal year,
which were comprised of $30,000 in management expense, travel costs of $7,142,
meteorological fees of $6,133, professional fees of $5,428, general and
administrative expenses of $7,107, land access fees of $850, filing and
administration fees of $713 and bank fees of $171.

We have not attained profitable operations and are dependent upon obtaining
financing to complete our business plan.

                                       13
<PAGE>
ITEM 7: FINANCIAL STATEMENTS


                           Chang G. Park, CPA, Ph. D.
              * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615o
      * TELEPHONE (858) 722-5953 * FAX (858) 408-2695 * FAX (619) 422-1465
                        * E-MAIL changgpark@gmail.com o


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Keewatin Windpower Corp.


We have audited the accompanying  balance sheet of Keewatin Windpower Corp. (the
"Company") as of May 31, 2006 and the related  statements of operation,  changes
in shareholders'  equity and cash flows for the year then ended. 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.  The financial  statements of the Company as of May 31, 2005, and for
the period  August 26, 1998  (inception)  to May 31, 2005 were  audited by other
auditors whose report dated June 20, 2005,  expressed an unqualified  opinion on
those statements. Their report included an explanatory paragraph regarding going
concern.

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 position of Keewatin Windpower corp. as of
June 30, 2006,  and the results of its operation and its cash flows for the year
then ended 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 5 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, CPA
-----------------------------
CHANG G. PARK, CPA

August 28, 2006
Chula Vista, CA


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

                                       14
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         As of              As of
                                                                         May 31,            May 31,
                                                                          2006               2005
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
 Cash                                                                   $  3,001           $ 40,844
 Prepaid expenses                                                          1,338              1,335
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                       4,339             42,179

NET PROPERTY & EQUIPMENT                                                  20,096                 --
                                                                        --------           --------

      TOTAL ASSETS                                                      $ 24,435           $ 42,179
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Loan payable (related party)                                          $ 22,100           $     --
  Management fees payable                                                 17,700                 --
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                 39,800                 --
                                                                        --------           --------

      TOTAL LIABILITIES                                                   39,800                 --

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized: 3,510,000 shares issued and outstanding
   as of May 31, 2006 and 2005)                                            3,510              3,510
  Additional paid-in capital                                              50,990             50,990
  Deficit accumulated during development stage                           (69,865)           (12,321)
                                                                        --------           --------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                     (15,365)            42,179
                                                                        --------           --------

       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)               $ 24,435           $ 42,179
                                                                        ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       15
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            February 25, 2005
                                                                               (inception)
                                   Year ended            Year ended              through
                                     May 31,               May 31,               May 31,
                                      2006                  2005                  2006
                                   -----------           -----------           -----------
<S>                                <C>                   <C>                   <C>
REVENUES
  Revenues                         $        --           $        --           $        --
                                   -----------           -----------           -----------
TOTAL REVENUES                              --                    --                    --

OPERATING COSTS
  Management expense                    30,000                 8,700                38,700
  Administrative expenses               27,544                 3,621                31,165
                                   -----------           -----------           -----------
TOTAL OPERATING COSTS                   57,544                12,321                69,865
                                   -----------           -----------           -----------

NET INCOME (LOSS)                  $   (57,544)          $   (12,321)          $   (69,865)
                                   ===========           ===========           ===========

BASIC EARNINGS (LOSS) PER SHARE    $     (0.02)          $     (0.00)
                                   ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING           3,510,000             2,910,768
                                   ===========           ===========
</TABLE>

                       See Notes to Financial Statements

                                       16
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
             From February 25, 2005 (inception) through May 31, 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                                Common     Additional      During
                                                  Common        Stock       Paid-in     Development
                                                  Stock         Amount      Capital        Stage         Total
                                                  -----         ------      -------        -----         -----
<S>                                             <C>          <C>          <C>            <C>            <c>
Balance, February 25, 2005                              --     $     --     $    --      $     --       $    --

Common stock issued on March 2, 2005
to founders for cash @ $0.005 per share          2,000,000        2,000       8,000                      10,000

Common stock issued from March 4, 2005 through
March 20, 2005 for cash @ $0.01 per share        1,000,000        1,000       9,000                      10,000

Common stock issued on March 31, 2005
for cash @ $0.05 per share                         100,000          100       4,900                       5,000

Common stock issued on April 7, 2005 through
April 28, 2005 for cash @ $0.05 per share          160,000          160       7,840                       8,000

Common stock issued on May 1, 2005 through
May 25, 2005 for cash @ $0.05 per share            230,000          230      11,270                      11,500

Common stock issued on May 29, 2005
for cash @ $0.50 per share                          20,000           20       9,980                      10,000

Net loss May 31, 2005                                                                     (12,321)      (12,321)
                                                ----------     --------     -------      --------      --------
BALANCE, MAY 31, 2005                            3,510,000        3,510     $50,990      $(12,321)       42,179
                                                ----------     --------     -------      --------      --------
Net loss May 31, 2006                                                                     (57,544)      (57,544)
                                                ----------     --------     -------      --------      --------

BALANCE, MAY 31, 2006                            3,510,000     $  3,510     $50,990      $(69,865)     $(15,365)
                                                ==========     ========     =======      ========      ========
</TABLE>

                       See Notes to Financial Statements

                                       17
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   February 25, 2005
                                                                                                     (inception)
                                                                Year ended         Year ended          through
                                                                  May 31,            May 31,            May 31,
                                                                   2006               2005               2006
                                                                 --------           --------           --------
<S>                                                              <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                              $(57,544)          $(12,321)          $(69,865)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreication expense                                             717                 --                717
  Changes in operating assets and liabilities:
     (Increase) decrease in prepaid expenses                           (3)            (1,335)            (1,338)
     Increase (decrease) in management fees payable                17,700                 --             17,700
                                                                 --------           --------           --------
         NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (39,130)           (13,656)           (52,786)

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                        (20,813)                --            (20,813)
                                                                 --------           --------           --------
         NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES      (20,813)                --            (20,813)

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued for cash                                         --             54,500             54,500
  Proceeds from loan payable (related party)                       22,100                 --             22,100
                                                                 --------           --------           --------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       22,100             54,500             76,600
                                                                 --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                   (37,843)            40,844              3,001

CASH AT BEGINNING OF YEAR                                          40,844                 --                 --
                                                                 --------           --------           --------
CASH AT END OF YEAR                                              $  3,001           $ 40,844           $  3,001
                                                                 ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                  $     --           $     --
                                                                 ========           ========
  Income taxes paid                                              $     --           $     --
                                                                 ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       18
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           As of May 31, 2006 and 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Keewatin  Windpower Corp. (the Company) was  incorporated  under the laws of the
State of Nevada on February 25, 2005.

The  Company  is in the  development  stage.  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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a May 31, year-end.

BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective February 25, 2005 (inception).

Basic net  earnings  (loss) per share  amounts is computed  by dividing  the net
earnings  (loss) by the weighted  average  number of common shares  outstanding.
Diluted  earnings  (loss)  per share are the same as basic  earnings  (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

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

EQUIPMENT

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

                                       19
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           As of May 31, 2006 and 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

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

USE OF ESTIMATES

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

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

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141,  Business  Combinations,  and SFAS No. 142,  Goodwill and Other  Intangible
Assets.  SFAS No. 141 requires the use of the purchase  method of accounting and
prohibits the use of the pooling of interests  method of accounting for business
combinations  initiated after June 30, 2001. SFAS No. 141 also requires that the
Company recognize acquired intangible assets apart from goodwill if the acquired
intangible  assets meet certain  criteria.  SFAS No. 141 applies to all business
combinations   initiated  after  June  30,  2001,  and  for  purchase   business
combinations  completed on or after July 1, 2001. Upon adoption of SFAS No. 142,
it also requires that the Company reclassify, if necessary, the carrying amounts
of intangible  assets and goodwill,  based on the criteria in SFAS No. 141. SFAS
No.  142  requires,  among  other  things,  that  companies  no longer  amortize
goodwill,  but instead  test  goodwill for  impairment,  at least  annually.  In
addition,  SFAS No. 142 requires that the Company  identify  reporting units for
the purpose of assessing potential future impairments of goodwill,  reassess the
useful  lives  of  other  existing  recognized   intangible  assets,  and  cease
amortization of intangible  assets with an indefinite useful life. The effect of
adoption of these statements is not expected to be material.

In July 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations. SFAS No. 143 is effective for fiscal years beginning after June 15,
2002,  and will  require  companies to record a liability  for asset  retirement
obligation in the period in which they are incurred.  Adoption of this statement
is not expected to be material.

                                       20
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           As of May 31, 2006 and 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets.  SFAS No. 144 supersedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of,  in that it  removes  goodwill  from its  impairment  scope and  allows  for
different approaches in cash flow estimation.  However, SFAS No. 144 retains the
fundamental  provisions of SFAS No. 121 for (a)  recognition  and measurement of
long-lived  assets to be held and used and (b) measurement of long-lived  assets
to be disposed of. SFAS No. 144 also supersedes the business  segment concept in
Accounting   Principles   Board  Opinion  No.  30,   Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently  Occurring Events and Transactions,  in
that it permits presentation of a component of an entity,  whether classified as
held for sale or disposed of, as a discontinued operation. However, SFAS No. 144
retains the requirement of Accounting  Principals Board Opinion No. 30 to report
discontinued operations separately from continuing operations. The provisions of
this  Statement are effective for financial  statements  issued for fiscal years
beginning  after  December  15,  2001  with  earlier   application   encouraged.
Implementation  of SFAS No. 144 will not have a material effect on the Company's
results of operations or financial position.

In July 2002,  the  Financial  Accounting  Standards  Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal  Activities.  SFAS No. 146
requires that a liability for costs associated with an exit or disposal activity
be  recognized  and measured  initially at fair value only when the liability is
incurred.  SFAS No.146 is  effective  for exit or disposal  activities  that are
initiated  after December 31, 2002.  Management is evaluating the effect of this
statement on the Company's results of operations and financial position.

In April  2003,  the FASB issued SFAS No. 149,  Amendment  of  Statement  133 on
Derivative  Instruments  and Hedging  Activities,  which amends SFAS No. 133 for
certain decisions made by the FASB Derivatives Implementation Group.
 In particular,  SFAS No. 149 (1) clarifies under what  circumstances a contract
with an initial net investment  meets the  characteristic  of a derivative,  (2)
clarifies  when a  derivative  contains a  financing  component,  (3) amends the
definition  of an  underlying  instrument to conform it to language used in FASB
Interpretation  No. 45, Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,  Including  Indirect  Guarantees of Indebtedness of Others,  and (4)
amends  certain other existing  pronouncements.  This Statement is effective for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designated  after June 30, 2003. In addition,  most provisions of
SFAS No. 149 are to be  applied  prospectively.  Management  does not expect the
adoption of SFAS No. 149 to have a material  impact on our  financial  position,
cash flows or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 changes the accounting  for certain  financial  instruments  that under
previous  guidance  issuers could account for as equity.  It requires that those
instruments be classified as liabilities in balance sheets. The guidance in SFAS
150 is  generally  effective  for  all  financial  instruments  entered  into or
modified  after May 31, 2003,  and  otherwise is effective on July 1, 2003.  The
adoption of SFAS 150 did not have any material impact on its financial position,
cash flows or results of operations.

                                       21
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           As of May 31, 2006 and 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Shared-Based  Payment ("SFAS 123R).  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation  cost in the financial  statements.  The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary  transactions ("SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  of  exchanges  of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

NOTE 3. EQUIPMENT

Equipment at May 31, 2006 and 2005 consisted of the following:

                                         2006               2005
                                       --------           --------
     Equipment                         $ 20,813           $     --
     Accumulated depreciation              (717)                --
                                       --------           --------
     Equipment, net                    $ 20,096           $     --
                                       ========           ========

Depreciation  expense charged to operations was $717 and -0- for the years ended
May 31, 2006 and 2005, respectively.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

                                       22
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           As of May 31, 2006 and 2005


NOTE 5. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company  generated net losses of $69,865 during the period from February 25,
2005 (inception) to May 31, 2006. This condition raises  substantial doubt about
the Company's ability to continue as a going concern.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
mush 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 offerings.

NOTE 6. RELATED PARTY TRANSACTION

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.  The
officer and director of the Company is involved in other business activities and
may, in the future,  become  involved in other  business  opportunities  as they
become  available,  he may face a conflict in selecting  between the Company and
his other  business  interests.  The Company has not formulated a policy for the
resolution of such conflicts.

During the year ended May 31,  2006 Chris  Craddock,  a director  and  principal
shareholder of the company, advanced the company funds in the amount of $22,100.
The balance is unsecured and interest free with no specified terms of repayment.

During the year ended May 31,  2006 Chris  Craddock,  a director  and  principal
shareholder of the company,  pursuant to a management agreement,  was to be paid
$30,000.  The company paid Mr. Craddock  $12,300 in cash and has accrued $17,700
in  management  fees  payable.  There are no  specified  terms of payment on the
accrued amount.

NOTE 7. INCOME TAXES

The Company uses the asset and liability  method of accounting  for income taxes
in accordance with SFAS No. 109 - "Accounting  for Income Taxes".  This standard
requires the use of an asset and liability approach for financial accounting and
reporting  on income  taxes.  If it is more likely than not that some portion or
all of a deferred  tax asset will not be  realized,  a  valuation  allowance  is
recognized.

                                            As of May 31,      As of May 31,
                                                2006               2005
                                              --------           --------
     Deferred tax assets:
     Net operating tax carryforwards          $ 23,754           $  4,189
     Other                                           0                  0
                                              --------           --------
     Gross deferred tax assets                  23,754              4,189
     Valuation allowance                       (23,754)            (4,189)
                                              --------           --------

     Net deferred tax assets                  $      0           $      0
                                              ========           ========

                                       23
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           As of May 31, 2006 and 2005


NOTE 7. INCOME TAXES (CONTINUED)

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 8. SCHEDULE OF NET OPERATING LOSSES

As of May 31, 2006 and 2005, the Company has a net operating loss  carryforwards
of  approximately  $69,865  and  $12,321,   respectively.   Net  operating  loss
carryforward expires twenty years from the date the loss was incurred.

NOTE 9. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On March 2, 2005 the  Company  issued  2,000,000  shares  of  common  stock to a
director for cash of $10,000 ($0.005 per share).

From March 4 through  March 20,  2005 the  Company  issued  1,000,000  shares of
common stock for cash of $10,000 ($0.01 per share).

From March 31 through May 25, 2005 the Company  issued  490,000 shares of common
stock for cash of $24,500 ($0.05 per share).

From May 26 through  May 30,  2005 the Company  issued  20,000  shares of common
stock for cash of $10,000 ($0.50 per share).

As of May 31, 2006 and 2005,  the Company had  3,510,000  shares of common stock
issued and outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of May 31, 2006 and 2005:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          3,510,000 shares issued and outstanding.

                                       24
<PAGE>
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

ITEM 8A:  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the effectiveness of our disclosure controls and procedures as of
the end of the 2006 fiscal year. This evaluation was conducted with the
participation of our chief executive officer and our principal accounting
officer.

Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.

LIMITATIONS ON THE EFFECTIVE OF CONTROLS

Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.

CONCLUSIONS

Based upon his evaluation of our controls, our chief executive officer and
principal accounting officer has concluded that, subject to the limitations
noted above, the disclosure controls are effective providing reasonable
assurance that material information relating to us is made known to management
on a timely basis during the period when our reports are being prepared. There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.

                                       25
<PAGE>
                                    PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

                                                            Served as a Director
Name                 Age       Position with Registrant        or Officer Since
----                 ---       ------------------------        ----------------
Chris Craddock        48       President, C.E.O.,              February 25, 2005
                               Secretary, Treasurer,
                               Principal accounting officer,
                               principal financial officer,
                               promoter and director

William Iny           56       Director                        May 23, 2006

Greg Yanke            36       Director                        May 23, 2006

The following describes the business experience of our directors and executive
officers, including other directorships held in reporting companies:

MR. CHRIS CRADDOCK has acted as our President, chief executive officer,
treasurer, secretary, principal financial and accounting officer and as a
director since our incorporation on February 25, 2005. From November 2001 to
February 2005, 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 Surrey, British Columbia based microbrewery.

Mr. Craddock currently devotes 100% of his business time to our affairs.

MR. WILLIAM INY has acted as one of our directors 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 10% of his business time to our affairs.

Mr. Greg Yanke has acted as one of our directors since May 23, 2006. Mr. Yanke
has been self-employed as a securities lawyer and principal of Gregory S. Yanke
Law Corporation since February 2000. He is a graduate of the University of
British Columbia, receiving Bachelor degrees in Political Science (1991) and Law
(1994). He is a member in good standing with the Law Society of British
Columbia. Mr. Yanke has previously acted as a director and officer of various
Canadian and United States reporting companies.

Although, Mr. Yanke does not currently act as a director or officer of any other
reporting issuer, he has previously acted as a director or officer of the
following United States, British Columbia and/or Alberta reporting companies in
the past five years: Surforama.com, Inc., Candorado Operating Company Ltd.,
Iciena Ventures Inc., Big Bar Gold Corporation, Mutapa Copper and Cobalt Inc.,
Algorithm Media Inc., Diamcor Mining Inc., Merrex Resources Inc., Arcland
Resources Inc., Alberta Star Development Corp., Goldstrike Inc., Tamarack
Ventures, Inc., Panterra Exploration Corp., Randsburg International Gold Corp.,
Big Star Energy Inc. and Landstar Properties Inc.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required

                                       26
<PAGE>
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended May 31, 2006 all such filing requirements
applicable to our officers and directors were complied with exception that
reports were filed late by the following persons:

                                      Number      Transactions    Known Failures
                                      of late      Not Timely        to File a
Name and principal position           Reports       Reported       Required Form
---------------------------           -------       --------       -------------
Chris Craddock                           0             0                  0
(President and director)

William Iny                              0             0                  0
(Director)

Greg Yanke                               0             0                  0
(Director)

ITEM 10: EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended May 31, 2006.

<TABLE>
<CAPTION>
                                          Annual Compensation            Long Term Compensation
                                   --------------------------------   --------------------------------
                                                          Other       Restricted
                                                          Annual        Stock     Options/    LTIP       All Other
Name         Title       Year      Salary      Bonus   Compensation    Awarded    SARs(#)   Payouts($)  Compensation
----         -----       ----      ------      -----   ------------    -------    -------   ----------  ------------
<S>        <C>           <C>      <C>         <C>          <C>        <C>       <C>            <C>      <C>
Chris       President     2006     $30,000       0           0            0          0         0              0
Craddock                  2005     $ 7,500       0           0            0          0         0              0
</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of
our shares of common stock at August 29, 2006 by (i) each person known by us to
be the beneficial owner of more than 5% of our outstanding shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our directors and executive officers as a group. Each person named in the
table, has sole voting and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at our executive office
address.

                                                     Amount of
Title of       Name and Address                      Beneficial       Percent
Class          of Beneficial Owner                   Ownership        of Class
-----          -------------------                   ---------        --------
COMMON         Chris Craddock                        2,000,000         56.98%
STOCK          President, Chief
               Executive Officer
               Secretary, Treasurer
               and a Director
               1294 Emery Place, Suite 44
               North Vancouver, B.C., Canada

COMMON         William Iny                              Nil             0.00%
STOCK          Director
               409 Granville St., Suite 603
               Vancouver, BC, Canada

                                       27
<PAGE>
COMMON         Greg Yanke                               Nil             0.00%
STOCK          Director
               675 W. Hastings St., Suite 200
               Vancouver, BC, Canada

COMMON         All officers and directors            2,000,000         56.98%
STOCK          as a group that consists of             shares
               two people

The percent of class is based on 3,510,000 shares of common stock issued and
outstanding as of the date of this annual report.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are a party to a management agreement with our sole director, Chris Craddock,
whereby we pay him management fees of $2,500 per month.

Otherwise, none of our directors or officers, nor any proposed nominee for
election as a director, nor any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to all
of our outstanding shares, nor any promoter, nor any relative or spouse of any
of the foregoing persons has any material interest, direct or indirect, in any
transaction since our incorporation or in any presently proposed transaction
which, in either case, has or will materially affect us.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.

ITEM 13: EXHIBITS AND REPORTS

      Exhibit
      Number              Description
      ------              -----------
       3.1*       Articles of Incorporation
       3.2*       Bylaws
      10.1*       Management Agreement
      10.2**      Consent to Entry/Right of Access Agreement
      31.1        Certification pursuant to Rule 13a-14(a) under the
                  Securities Exchange Act of 1934
      31.2        Certification pursuant to Rule 13a-14(a) under the
                  Securities Exchange Act of 1934
      32.1        Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      32.2        Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

----------
*    filed as an exhibit to our registration statement on Form SB-2 dated July
     14, 2005
**   filed as an exhibit to our registration statement on Form SB-2 dated
     September 29, 2005

REPORTS ON FORM 8-K

We have filed a report on Form 8-K announcing the appointment of William Iny and
Greg Yanke as our directors effective May 23, 2006.

                                       28
<PAGE>
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants, Chang G. Park, Certified Public Accountants, rendered
invoices to us during the fiscal periods indicated for the following fees and
services:

                               Fiscal year ended     Inception (Feb 25, 2005)
                                  May 31, 2006           to May 31, 2005
                                  ------------           ---------------
     Audit fees                    $2,500                      Nil
     Audit-related fees               Nil                      Nil
     Tax fees                         Nil                      Nil
     All other fees                   Nil                      Nil

Audit fees consist of fees related to professional services rendered in
connection with the audit of our annual financial statements, the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our policy is to pre-approve all audit and permissible non-audit services
performed by the independent accountants. These services may include audit
services, audit-related services, tax services and other services. Under our
audit committee's policy, pre-approval is generally provided for particular
services or categories of services, including planned services, project based
services and routine consultations. In addition, we may also pre-approve
particular services on a case-by-case basis. We approved all services that our
independent accountants provided to us in the past two fiscal years.

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 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.


By /s/ Chris Craddock
  --------------------------------
  Chris Craddock
  President, CEO & Director
  Date: August 29, 2006

In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


By /s/ Chris Craddock
  --------------------------------
  Chris Craddock
  President, CEO & Director
  Date: August 29, 2006


By /s/ William Iny
  --------------------------------
  William Iny
  Director
  Date: August 29, 2006


By /s/ Greg Yanke
  --------------------------------
  Greg Yanke
  Director
  Date: August 29, 2006

                                       29