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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, 2010

or

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

For the transition period from ______________________to
______________________

Commission file number: 000-52410

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

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

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

Registrants telephone number, including area code (604)
267-3045

|Securities registered pursuant to Section 12(b) of the
      Act
|----------------------------------------------------------------
|Title of Each Class                                             
|Nil                                                             

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 [ ]

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] 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         | [ ]
|--------------------------------------------- | --- | ------------------------- | ---
|                                              |     |                           |    
|Non-accelerated filer                         | [ ] | Smaller reporting company | [X]
|(Do not check if a smaller reporting company) |     |                           |    

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

The aggregate market value of common stock held by
non-affiliates of the registrant, based upon the average bid and ask price of
the registrants common stock on November 30, 2009 reported for such date by the
OTC Bulletin Board was approximately $4,979,415. Common stock held by each
executive officer and director of the registrant and by each person who owns 5%
or more of the outstanding common stock have been excluded from this computation
because such persons may be deemed affiliates of the registrant. This
determination of affiliate status for this purpose does not reflect a
determination that any persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
29,732,016 shares of common stock are issued and outstanding as of October 12,
2010 (including 15,515,016 shares of common stock reserved for issuance in
exchange for certain outstanding exchangeable securities of the registrant).

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

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SKY HARVEST WINDPOWER CORP (formerly Keewatin Windpower
Corp) Form 10-K for the year ended May 31, 2010

Table of Contents

|PART I    
|----------
|ITEM 1    
|ITEM 1A   
|ITEM 1B   
|ITEM 2    
|ITEM 3    
|ITEM 4    
|          
|PART II   
|ITEM 5    
|ITEM 6    
|ITEM 7    
|ITEM 7A   
|ITEM 8    
|ITEM 9    
|ITEM 9A(T)
|ITEM 9B   
|          
|PART III  
|ITEM 10   
|ITEM 11   
|ITEM 12   
|ITEM 13   
|ITEM 14   
|          
|PART IV   
|ITEM 15   

1

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FORWARD-LOOKING STATEMENTS

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

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

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

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

Foreign Currency and Exchange RatesAll amounts in
this annual report are stated in United States Dollars unless otherwise
indicated. For purposes of consistency, Canadian Dollars have been converted
into United States currency at the following rates:

Per 1 US DollarAverage rate for 2010
    C$0.9403Rate at May 31, 2010
    C$0.9583


2

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PART I

ITEM 1. BUSINESS

Corporate OverviewWe are a development stage company in the business of
electrical power generation through the use of wind energy. We currently own
leasehold interests in land that are located in southwest Saskatchewan, Canada
that comprise over 15,000 acres. Our agreements with land owners provide that we
are permitted to erect wind power facilities on these properties for the purpose
of generating and selling electricity. We have not generated any revenue from
operations since our incorporation. We do not anticipate earning any revenue
until we have secured a power purchase agreement to sell electricity that we
generate, erected wind turbines on our properties, connected our wind turbines
to the electrical supply grid and commenced the production of electricity. There
is no assurance that we will be able to accomplish any or all of these
objectives.

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

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

Once a project site is sufficiently advanced, the Company will
seek to identify a joint venture partner with the financial and operational
resources necessary to construct and operate the project and negotiate a Power
Purchase Agreement (PPA) with a public utility. The Company will seek to earn
revenue by the provision of development services to projects during the
construction phase, and from completed projects once they are brought into
service and commence the production of electricity through the retention of a
significant minority equity interest in the projects.

*A megawatt (MW) is a unit of electrical power equal to one
million watts

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

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

3

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


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

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

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

In 2004, the Canadian government executed the Kyoto Accord, an
international treaty whereby countries mutually agree to reduce the amount of
greenhouse gases they emit. In order to meet their obligations under the Kyoto
Accord, many Canadian utilities will be required to reduce the generation of
electricity from fossil fuels and find environmentally sustainable alternatives
such as solar and wind generated power. However, if fossil fuel prices remain
low and, in the absence of public policy initiatives to mandate alternative
energy sources, electricity consumers are not prepared to pay higher prices for
wind generated power, the Company's ability to execute a profitable power
purchase agreement will be in doubt.

The Company's competitive advantage is expected to be the
capacity factors of its project sites and their convenient locations relative to
the provincial distribution grid

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

The wind power business is global with the majority of turbines
being manufactured in Europe and the United States. Existing wind power projects
in Canada have generally selected turbines supplied by Vestas Wind Systems Inc.
or General Electric Energy. Both of these companies have corporate offices in
Canada. As of the date of this report, owing to the small total number of
turbine manufacturers and increased demand, production lead times for wind
turbines are increasing.

4

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Distribution methods of the products or servicesAny
electricity produced by a project will be sold to a public utility located in
the province of Saskatchewan, in the neighbouring Canadian provinces of Alberta
or Manitoba, or in the state of North Dakota. If the power generated by a
project is purchased by a public utility other than the Saskatchewan Power
Corporation (SaskPower), the Company will be required to make application to
SaskPower under the Open Access Transmission Tariff agreement (OATT) for
permission to use its electricity distribution grid. The Company has not made
application to SaskPower under the OATT. If the Company were to make such an
application, there is no assurance that access to the distribution grid would be
granted, or that such access would be granted on terms acceptable to the
Company.

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

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

If the Company is to reach a PPA 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 PPA.
The lender will ensure the project has sound fiscal parameters necessary to be
profitable, namely the price to be received per megawatt hour and the number of
megawatts of rated capacity. The Company has not had any specific communications
with any representative of a debt financing institution regarding the proposed
wind power project.

Typical PPAs entered into by power utilities in Canada provide
for the supply of a specified number of megawatt-hours for a period of between
ten and twenty years, at a pre-determined fixed price. It is expected that a
future PPA will encompass all of the electricity generated by the Companys
projects. For this reason, once the Company has entered into a PPA, it expects
to be dependent upon that customer to a significant extent.

The Company intends to enter into a PPA with a public utility
in the province of Saskatchewan. As the public utilities in Saskatchewan are
Crown Corporations, counterparty risk is expected to be significantly lower than
it would be if the customer were a for-profit entity.

If the company is unable to enter into a PPA with a
Saskatchewan provincial utility, the Company will consider entering into a PPA
with a Crown Corporation utility in Manitoba, Canada, or with a for-profit
utility in Alberta, Canada, or in the United States. If the Company enters into
a PPA with a for-profit entity, counterparty risk will be increased.

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

5

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Current ProjectsThe Company decided to focus on the
acquisition and development of potential wind power projects in the Canadian
province of Saskatchewan for several reasons, including the high quality wind
resource, the paucity of existing wind power installations, aging fossil fuel
generating infrastructure, growing public and political support for green energy
in the province, and the participation of that province in the Open Access
Transmission Tariff (OATT). The OATT is an agreement which allows Independent
Power Producers (IPPs) to transmit electricity via the province's electrical
grid to public utilities in Saskatchewan and to neighbouring jurisdictions in
Canada and the United States.

The Company has identified two wind power projects in the
southwest region of the Saskatchewan that meet the Companys criteria of a
superior wind resource, access to existing transmission lines and broad
community support.

Keewatin projectIn June 2005, the
Company identified a potential location, and in August 2005, the Company entered
into an agreement with a land owner allowing the Company to erect a
meteorological tower on land located in southwestern Saskatchewan. The Company
erected a tower on the property in early October 2005 and commenced gathering
wind data. Any and all data gathered are the property of the Company.

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

Based on the wind data collected, the Company has identified
the area in which it desires to acquire the rights to erect wind turbines. The
Company believes that this area is ideally situated as it is removed from
population centers, and less than five miles (eight kilometers) from the nearest
provincial electricity transmission line.

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

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

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

6

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Birsay project

In October 2005, Sky Harvest  Saskatchewan, which subsequently
became our subsidiary, identified a potential wind power project site in
southwestern Saskatchewan and commenced the collection of wind data. Analysis of
the data collected indicates that the potential wind resource on the property
exceeds the minimum capacity factor necessary to justify the planning and
construction of a 150 megawatt wind power project on the site. The Company
acquired Sky Harvest  Saskatchewan in July 2009 (see Recent Corporate
Developments, below) as it believes that in addition to being located in an
excellent wind resource area, the project is ideally situated as it is removed
from population centers, and less than five miles (eight kilometers) from the
nearest provincial electricity transmission line. At the time of our acquisition
of Sky Harvest  Saskatchewan, its principal shareholders were our current
director and two former directors of the Company.

As of the date of this report, Sky Harvest  Saskatchewan has
concluded land lease agreements with landowners allowing the Company to erect
wind turbines on approximately 15,500 acres. However, lease payments of
approximately $45,000 relating to the land leases are currently overdue. The
Company has also completed initial engineering and environment screening studies
on the site. At the initiation of the project, Sky Harvest  Saskatchewan
committed to involve the local community in the development process and has
fully briefed local council members on the details of the proposed development.
The local municipal authority responded positively to the proposed project and
voted unanimously to amend a bylaw allowing wind power development in the rural
municipality. As of the date of this report, the Company has not applied for any
government permits or approvals for the project.

The Company has prepared initial estimates of the cost of
building and operating a power generation facility on the Birsay project lands.
As of the date of this report, project costs are expected to be in the range of
$2.5 million to $2.8 million per MW, based on 2011 costs. Cost estimates are
likely to increase again before project construction commences, owing to the
world-wide high demand for wind turbines, and the equipment and skilled
resources required to construct a wind power facility. Management expects that
project cost increases will be considered in the final determination of supply
prices in a future PPA to be negotiated.

Prior to generating any revenue from the Birsay project, the
Company must accomplish the following business objectives:

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

7

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Recent Corporate Developments

Since the commencement of our fiscal year beginning June 1
2009, we have experienced the following significant corporate developments:

|1. | Acquisition of Sky Harvest Windpower
      Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Company entered into a letter of agreement dated
      March 26, 2007 to acquire 100% of the issued and outstanding common shares
      of Sky Harvest Windpower Corp. (Sky Harvest - Saskatchewan), a private
      Canadian company incorporated under the federal laws of Canada, in
      consideration for 17,340,516 restricted shares of the Companys common
      stock. The sole director of the Company is also the sole director, officer
      and a principal shareholder of Sky Harvest - Saskatchewan. At the time of
      the acquisition, our former president, Chris Craddock, was also a director
      and officer of Sky Harvest  Saskatchewan. As well, Chris Craddock and
      Greg Yanke, two former directors of the Company, were controlling
      shareholders of Sky Harvest  Saskatchewan. Sky Harvest - Saskatchewan
      holds the rights to construct a wind power facility on approximately
      15,500 acres of land located near the town of Birsay in southwestern
      Saskatchewan.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On July 13, 2009, the Company completed the acquisition
      of all of the issued and outstanding shares of Sky Harvest - Saskatchewan.
      Closing of the acquisition (the Transaction) was completed in accordance
      with the terms and conditions of the Share Exchange Agreement between the
      Company, Keewatin Windpower Inc. (ExchangeCo), a wholly owned subsidiary
      of the Company, Sky Harvest - Saskatchewan and all of the shareholders of
      Sky Harvest - Saskatchewan dated for reference May 11, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Pursuant to the terms of the Share Exchange Agreement,
      each shareholder of Sky Harvest - Saskatchewan received 1.5 shares in the
      capital of the Company for each one common share of Sky Harvest -
      Saskatchewan he or she held prior to closing. In exchange for all of the
      issued and outstanding shares of Sky Harvest- Saskatchewan, on July 13,
      2009, the Company issued a total of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

8

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|2. | Change of Name from Keewatin Windpower Corp. to Sky
      Harvest Windpower Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Effective September 1, 2009, we completed a merger with
      our wholly-owned subsidiary, Sky Harvest Windpower Corp., a Nevada
      corporation which was incorporated solely to effect a change in our name.
      As a result, we changed our name from Keewatin Windpower Corp. to Sky
      Harvest Windpower Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Adoption of the 2009 Stock Option
    Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Effective September 11, 2009, our board of directors
      adopted the 2009 Stock Option Plan. The purpose of the 2009 Stock Option
      Plan is to enhance the long-term stockholder value of our company by
      offering opportunities to directors, officers, employees and eligible
      consultants of our company to acquire and maintain stock ownership in our
      company in order to give these persons the opportunity to participate in
      our company's growth and success, and to encourage them to remain in the
      service of our company. A total of 2,900,000 shares of common stock are
      available for issuance under the 2009 Stock Option Plan.                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The 2009 Stock Option Plan provides for the grant of
      incentive stock options and non-qualified stock options. Incentive stock
      options granted under the 2009 Stock Option Plan are those intended to
      qualify as "incentive stock options" as defined under Section 422 of the
      Internal Revenue Code. However, in order to qualify as "incentive stock
      options" under Section 422 of the Internal Revenue Code, the 2009 Stock
      Option Plan must be approved by the stockholders of our company within 12
      months of its adoption. The 2009 Stock Option Plan has not been approved
      by our stockholders. Non-qualified stock options granted under the 2009
      Stock Option Plan are option grants that do not qualify as incentive stock
      options under Section 422 of the Internal Revenue Code.                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Saskatchewan Power Corporation Request for
      Qualifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In October 2009 Saskatchewan Power Corporation
      (SaskPower), the Crown Corporation responsible for electricity supply in
      the Canadian province of Saskatchewan announced its Green Options Plan,
      stating its intention to procure up to 175MW of wind power from
      independent power producers. A formal Request for Qualifications (RFQ) was
      issued in December 2009. The RFQ sought to identify qualified bidders with
      the interest and capability to finance, build and operate a wind
      generation facility in the Province. The closing date for the RFQ was
      March 15, 2010. Respondents which qualified will be invited to respond to
      a formal Request for Proposals in the spring of 2010. SaskPower set
      certain criteria, for respondents to the RFQ relating to, inter alia,the size of the project, control of the proposed site, wind project
      expertise and financial strength of the proponent.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company was unable to meet the financial criteria for
      the RFQ. The Company therefore negotiated the support of an international
      wind power developer to act as Joint Venture Developer and Financial
      Guarantor to the project, and submitted a response to the
  RFQ.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On July 15, 2010, SaskPower informed the Company that it
      had not been qualified in the RFQ as the combined balance sheets of the
      Company and the Project Guarantor technically did not meet the financial
    requirements set out in the RFQ.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company is continuing discussions with the proposed
      joint venture developer and is examining other strategic
    options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

9

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|5. | Resignation of Director and
  Officer                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | On September 1, 2010, the Company appointed William Iny
      as its President, CEO, CFO, Secretary and Treasurer in place of Chris
      Craddock, who resigned from these positions on the same date. Mr. Craddock
      also resigned as a director on September 1, 2010. Mr. Iny also replaced
      Mr. Craddock as the sole director and officer of the Companys
      subsidiaries on the same date.

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

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

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

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

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

Directors, officers and employeesThe Company has one
director, who also serves as Chief Executive Officer and Chief Financial
Officer. As of the date of this report, the Company has no employees, as the
Company has engaged consultants and professional service firms to perform all
the work necessary to advance the Companys projects. Employees will be engaged
as and when the Companys activities warrant this.

10

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Plan of Operations  year ending May 31, 2011

During the fiscal year ending May 31, 2011, the Company intends
to achieve the following business objectives:

Corporate activities

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

Keewatin project

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

Birsay project

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

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

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

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

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

11

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ITEM 1A. RISK FACTORS

Risks Related to our Business

If we do not obtain additional financing our business
will fail.Over the next 12 months, we expect to spend approximately
$250,000 on administrative costs, including management fees payable to our
President, professional fees and general business expenses, including costs
related to complying with our filing obligations as a reporting company. As our
operations become more complex, it is anticipated that these costs will
increase. We also expect incur a further $100,000 in pre-development costs
related to our wind power projects.

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

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

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

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

If we are not able to obtain an interest in a suitable
property with a potential wind resource, our business will fail.The
lands on which we will seek to construct wind projects are owned by other
parties. We will need to enter into land leases or other appropriate agreements
in order to erect wind turbines and install ancilliary equipment on the Keewatin
Project site. We have entered into an agreement to operate a meteorological
tower on a property comprising the Keewatin Project in southwestern
Saskatchewan. However, we do not yet have an arrangement whereby we may erect
turbines on the property.

We have entered into land lease agreements covering
approximately 15,500 hectares in another area of southwestern Saskatchewan, that
we refer to as the Birsay Project, allowing us to erect wind turbines and
install ancilliary equipment, subject, in certain circumstances, to the payment
of lease payments prior to construction of the project. Even though we own
leasehold interests in these properties, we may not be able to obtain the financing necessary to complete lease
obligations. If we are unable to maintain our property interests, our business
will fail.

12

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Future changes in weather patterns could negatively
impact our business, reducing potential profitability or causing our business to
fail.Changes in weather patterns may affect our ability to operate a
wind power project on any property we acquire. Wind data that we collect from a
meteorological tower may vary from results actually achieved when a wind turbine
is installed. Changing global environmental and weather conditions may also
affect the reliability of the data relating to a property.

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

Our ability to erect turbines on a property in
Saskatchewan will be contingent upon it obtaining environmental and municipal
permits. If it cannot acquire these permits, our business will
fail.In order to erect turbines on the Saskatchewan property, we
must excavate portions of the land and install concrete platforms below surface.
Before we commence this, we will need to obtain environmental and municipal
permits from the Saskatchewan provincial government and the town responsible for
the property interest it acquires. Depending on environmental impact, our
proposed land disturbance may be unacceptable to these government bodies. In
addition, the turbines themselves may be seen to have a negative impact on the
aesthetics of the region. These factors may prevent us from obtaining necessary
permits. In such circumstances, we would be forced to abandon our business
plan.

If we cannot reach an agreement with a joint venture
developer and operator our business will fail.As presently
constituted, we do not have the skills and expertise necessary to build and
operate a wind farm. Our management has never been involved in the contruction
or operation of a wind power project and does not have any technical background
in the sector.

If we cannot find a joint venture partner for our
projects or a party which will purchase our electricity on acceptable terms, we
will not be able to establish a wind power project and our business will
fail.Even if we demonstrate a significant wind resource on a
property that we acquire, we may not be able to secure a joint venture partner
to further develop a project or a purchaser for any electricity that we produce
on acceptable terms. Without a purchaser for electricity from a property, we
will not be able to proceed with our business plan.

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

13

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Risks Related to our Common Stock

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

If we issue additional shares in the future, it will
result in the dilution of our existing shareholders.Our certificate
of incorporation authorizes the issuance of up to 100,000,000 shares of common
stock with a par value of $0.001. Our board of directors may choose to issue
some or all of such shares to acquire one or more businesses or to provide
additional financing in the future. The issuance of any such shares will result
in a reduction of the book value and market price of the outstanding shares of
our common stock. If we issue any such additional shares, such issuance will
cause a reduction in the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
corporation.

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

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.

14

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FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable

ITEM 2. PROPERTIES

Our executive and head office is located at 890 West Pender
Street, Suite 710, Vancouver, BC, Canada V6C 1J9. The property we rent is 300
square feet in total. Due to an arrangement with our president, we do not incur
any expenses for using this property. We believe our current head office space
is sufficient for our current operations.

Other than land lease agreements covering approximately 15,500
acres in southwestern Saskatchewan and an agreement with a land owner which
provides the right to erect a meteorological tower on certain additional land
located in southwestern Saskatchewan, we do not have an interest in any other
property.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

15

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PART II

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

Market informationOur common stock is quoted on the
OTC Bulletin Board under the symbol SKYHE. 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 October 11, 2010, was $0.097 per share.

Quarter
      Ended
    Bid High
    Bid LowAugust 31, 2008
    $ 1.58
    $ 0.55November 30, 2008
    $ 1.20
    $ 0.65February 29, 2009
    $ 0.95
    $ 0.48May 31, 2009
    $ 1.01
    $ 0.51August 31, 2009
    $ 0.75
    $ 0.30November 30, 2009
    $ 0.74
    $ 0.22February 29, 2010
    $ 0.70
    $ 0.45May 31, 2010
    $ 0.69
    $ 0.28


Transfer AgentThe transfer agent and registrar for
our common stock is

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

Holders of Common StockAs of August 27, 2010, we
have 31 registered shareholders holding 29,732,016 shares of our common
stock.

DividendsWe 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 SecuritiesOther than as previously disclosed in our
periodic filings pursuant to the Exchange Act during the fiscal year ended May
31, 2010, 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
PurchasersNone.

16

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ITEM 6    SELECTED FINANCIAL DATA

Not applicable

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

The following discussion and analysis should be read
together with our Consolidated Financial Statements and the Notes to those
statements included elsewhere in this Annual Report on Form 10-K and the
Consolidated Financial Statements and the Notes to those statements included in
our Form 10-K for the year ended May 31, 2010. The following discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward looking statements. Factors that could cause or contribute to such
differences include those discussed below and elsewhere in this prospectus and
registration statement.

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

Results of OperationsThe following summary of our
results of operations should be read in conjunction with our audited
consolidated annual financial statements for the year ended May 31, 2010 which
are included herein.

|                             |   | Year Ended May 31, |   |  | Increase/(Decrease) |  
|---------------------------- | - | ------------------ | - |  | ------------------- | -
|                             |   | 2010               |   |  | 2009                |  
|Revenue                      | $ | -                  |   |  | -                   |  
|Expenses                     |   | 1,586,238          |   |  | 356,933             |  
|Foreign exchange (gain) loss |   | (34,816            | ) |  | -                   |  
|Interest and Dividend Income |   | (2,013             | ) |  | (15,200             | )
|Net Loss                     | $ | 1,549,409          |   |  | 341,733             |  

RevenuesWe recorded a net operating loss of
$1,554,409 for the twelve months ended May 31, 2010 and have an accumulated
deficit of $2,653,263 since inception. We have had no operating revenues since
our inception on February 25, 2005 through to the period ended May 31, 2010. We
do not anticipate that we will generate any revenues during the period during
which we are a development stage company.

17

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ExpensesOur expenses for the years ended May 31,
2010 and 2009 are outlined below:

|                            |   | Year Ended May 31, |  |  | Increase/Decrease | 
|--------------------------- | - | ------------------ |  |  | ----------------- | 
|                            |   | 2010               |  |  | 2009              | 
|Consulting fees             | $ | 128,348            |  |  | 155,664           | 
|Engineering and development |   | 200,692            |  |  | 11,497            | 
|Management fees             |   | 169,243            |  |  | 91,500            | 
|Professional fees           |   | 133,480            |  |  | 87,319            | 
|General and administrative  |   | 711,974            |  |  | 10,953            | 
|Acquired development costs  |   | 242,501            |  |  | -                 | 
|Total Operating Expenses    | $ | 1,586,238          |  |  | 356,933           | 

Consulting fees decreased by $27,316 from $155,664 in the year
ended May 31, 2009 to $128,348 in the year ended May 31, 2010. Consulting fees
decreased by $103,178 as a result of decreased expenditure on Investor relations
activities. This amount was offset by and additional $75,862 incurred by Sky
Harvest Saskatchewan, chiefly resulting from the engagement of a financial
consultant.

Engineering and development expenses increased by $189,195 from
$11,497 in the year ended May 31, 2009 to $200,692 in the year ended May 31,
2010. Engineering and development expenses incurred by the parent company in
connection with the Keewatin project increased by $5,971 from $11,497 in the
year ended May 31, 2009 to $17, 468 for the year ended May 31, 2010. The Company
incurred a further $183,224 in connection with engineering and development costs
related to the Birsay project following the acquisition of Sky Harvest 
Saskatchewan.

Management fees for the year ended May 31, 2010 increased by
$77,743 from $91,500 for the year ended May 31, 2009 to $169,243 for the year
ended May 31, 2010. Of the amount of the increase, $15,250 relates to additional
compensation to directors and $62,493 in management fees to directors in
connection with the activities of Sky Harvest - Saskatchewan.

Professional fees increased by $46,161 from $87,319 in the year
ended May 31, 2009 to $133,480 in the year ended May 31, 2010 due to additional
legal costs incurred in connection with the acquisition of Sky Harvest. Of the
increase, $40,009 is related to professional fees incurred during the
acquisition of Sky Harvest  Saskatchewan, and $ 3,152 to professional services
expenses incurred by Sky Harvest Saskatchewan after acquisition by the
Company.

General and administrative expenses increased by $701,021 from
$10,953 in the year ended May 31, 209 to $711,974 in the year ended May 31,
2010.of the amount of the increase, $589,514 is attributed to stock-based
compensation paid to directors and consultants during the year ended May 31,
2010. General and administrative expenses incurred in the parent company
increased by $31,503, chiefly due to additional insurance purchased and
increased regulatory and filing fees associated with the activities of the
public company. The Company incurred an additional $80,004 in General and
administrative expenses as a consequence of expenses incurred by Sky Harvest 
Saskatchewan after acquisition by the Company. This amount is comprised of rent,
travel and entertainment, benefits and general office expenses.

The Company expensed Acquired development costs in the amount
  of $242,501 as a result of the acquisition of its subsidiary, Sky Harvest 
  Saskatchewan.

During the year ended May 31, 2010 the Company incurred a
foreign exchange gain in the amount of $34,816 as a result of the translation on
consolidation of the assets and liabilities of the Companys subsidiary, Sky
Harvest  Saskatchewan from Canadian Dollars to United States Dollars (year
ended May 31, 2009  Nil).

18

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Liquidity and Capital Resources

Our financial condition for the year ended May 31, 2010 and
2009 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

|                    |   | Year Ended May 31, |   |  | Increase/Decrease | 
|------------------- | - | ------------------ | - |  | ----------------- | 
|                    |   | 2010               |   |  | 2009              | 
|Current Assets      | $ | 75,343             |   |  | 984,877           | 
|Current Liabilities |   | 98,166             |   |  | 7,075             | 
|Working Capital     | $ | (22,823            | ) |  | 977,802           | 

The decrease of $1,000,625 in our working capital from $977,802
as of May 31, 2009, to a working capital deficit of $22,823, as of May 31, 2009
was primarily due to the use of cash to fund our project development and
corporate activities.

Cash Flows

|                                                      |   | Year Ended May 31, |   |  | Increase/Decrease |  
|----------------------------------------------------- | - | ------------------ | - |  | ----------------- | -
|                                                      |   | 2010               |   |  | 2009              |  
|Cash Flows (used in) Operating Activities             | $ | (669,315           | ) |  | (663,418          | )
|Cash Flows provided by (used in) Investing Activities |   | 667,433            |   |  | 698,696           |  
|Cash Flows provided by Financing Activities           |   | -                  |   |  | -                 |  
|Effect of exchange rate changes on cash               |   | (34,473            | ) |  | -                 |  
|Net increase (decrease) in cash during year           | $ | (36,355            | ) |  | 35,278            |  

Cash Used In Operating Activities

During the year ended May 31, 2010 we used net cash in
operating activities in the amount of $669,315 (year ended May 31, 2009 -
$663,418). The cash was used to fund our corporate activities and operations on
our wind power project.

19

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Cash provided by (used in) investing activitiesDuring the year ended May 31, 2010 we redeemed $647,805 of our
short term investments, and acquired wind tower equipment at a cost of $1.338
and cash in the amount of $21,016 as a result of our acquisition of Sky Harvest
- Saskatchewan (year ended May 31, 2008: redeemed $700,000 in short-term
investments and acquired wind tower equipment at a cost of $1,304).

Cash from Financing ActivitiesWe did not undertake any financing activities during the years
ended May 31, 2010 and 2009.

Future FinancingsWe recorded a net operating loss of
$1,591,697 for the twelve months ended May 31, 2010 and have an accumulated
deficit of $2,658,722 since inception. As of October 12, 2010 we had cash and
short term investments totaling $6,518 (May 31, 2010  bank overdraft and short
term investments totaling $25,918; May 31, 2009  cash and short term
investments totaling $689,962).

As of the date of this report, management anticipates that we
will require approximately $350,000 to fund our corporate operations and
pre-development expenses for the next 12 months. We do not currently have
sufficient funds to meet our planned expenditures over the next 12 months. In
addition we will require further financing in order to fund our anticipated
expenses for the construction of the proposed wind turbine project.

We have begun sourcing equity financing to cover the
anticipated costs for the next 12 months. As of the date of this report, we do
not have any arrangements in place for debt financing nor for the sale of our
securities, and there is no assurance that we will be able to raise the required
funds through equity and debt financing.

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

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. As of
the date of this report, there is no assurance that we will achieve any
additional sales of our equity securities or arrange for debt or other financing
to fund our exploration and development activities during the next 12 month
period.

Subsequent eventsThe Company has evaluated
subsequent events through the date of issuance of the audited consolidated
financial statements

| | 1. | On July 15, 2010, Saskatchewan Power Corporation
      (Saskpower) advised the Company that it had failed to qualify in the
      Request for Qualifications issued on December 12, 2009.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                          
| | 2. | On June 18, 2010, the Company received a $27,000 loan
      from an individual which is unsecured, due on demand, and bears interest
      at 1.25% per month                            

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

20

---

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued guidance
now codified as ASC 105, Generally Accepted Accounting Principlesas the
single source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC
105 does not change current U.S. GAAP, but is intended to simplify user access
to all authoritative U.S. GAAP by providing all authoritative literature related
to a particular topic in one place. The adoption of ASC 105 did not have a
material impact on the Companys financial statements, but did eliminate all
references to pre-codification standards.

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

ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKNot applicable

21

---

ITEM 8.    FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company)

May 31, 2010

|Report of Independent Registered Public
      Accounting Firm                                                                  | F1
|------------------------------------------------------------------------------------------------------------------------------ | ---
|Consolidated Balance Sheets as of May 31, 2010 and 2009                                                                        | F2
|Consolidated Statements of Operations for
      the years ended May 31, 2010 and 2009, and for the period since inception      | F3
|Consolidated Statement of Stockholders Equity for the
      years ended May 31, 2010 and 2009, and the period since inception | F4
|Consolidated Statements of Cash Flows for
      the years ended May 31, 2010 and 2009, and for the period since inception      | F8
|Notes to the Consolidated Annual Financial Statements                                                                          | F9

---

Report of Independent Registered Public Accounting Firm

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 

To the Board of Directors and Stockholders Sky Harvest
Windpower Cor. (formerly Keewatin Windpower Corp.) A Development Stage
Company

We have audited the accompanying consolidated balance sheets of
Sky Harvest Windpower Corp. (formerly Keewatin Windpower Corp.) (A Development
Stage Company) as of May 31, 2010 and 2009 and the related consolidated
statements of operation, changes in shareholders equity and cash flows for the
years then ended and for the period August 26, 1998 (inception) to May 31, 2010.
These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
positions of Sky Harvest Windpower corp. as of May 31, 20010and 2009, and the
consolidated results of its operation and its cash flows for the years then
ended and for the period August 26, 1998 (inception) to May 31, 2010 in
conformity with U.S. generally accepted accounting principles.

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

/s/ Chang G. Park

____________________CHANG G. PARK, CPA

October 13, 2010 San Diego, CA 92108

F-1

---

|Sky Harvest Windpower Corp.        
|-----------------------------------
|(Formerly Keewatin Windpower Corp.)
|(A Development Stage Company)      
|Consolidated Balance Sheets        
|(Expressed in US Dollars)          

|                                                                                                                                                                                                   |  | May 31,    |   |  | May 31,    |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                                                                                                                                                   |  | 2010       |   |  | 2009       |  
|                                                                                                                                                                                                   |  | $          |   |  | $          |  
|ASSETS                                                                                                                                                                                             |  |            |   |  |            |  
|Current Assets                                                                                                                                                                                     |  |            |   |  |            |  
|Cash and cash
      equivalents                                                                                                                                                                    |  | 234        |   |  | 36,589     |  
|Short term investment (Note 8)                                                                                                                                                                     |  | 22,871     |   |  | 658,373    |  
|Receivable                                                                                                                                                                                         |  | 20,112     |   |  |           |  
|Prepaid expenses                                                                                                                                                                                   |  | 21,585     |   |  | 9,915      |  
|Due from related party                                                                                                                                                                             |  | 10,541     |   |  |           |  
|Note receivable (Note 7)                                                                                                                                                                           |  |           |   |  | 280,000    |  
|Total Current Assets                                                                                                                                                                               |  | 75,343     |   |  | 984,877    |  
|Property and equipment, net (Note 5)                                                                                                                                                               |  | 70,961     |   |  | 8,851      |  
|Intangible asset (Note 6)                                                                                                                                                                          |  | 2,551,440  |   |  |           |  
|Total Assets                                                                                                                                                                                       |  | 2,697,744  |   |  | 993,728    |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                               |  |            |   |  |            |  
|Liabilities                                                                                                                                                                                        |  |            |   |  |            |  
|Accounts payable                                                                                                                                                                                   |  | 97,612     |   |  | 1,045      |  
|Accrued liabilities                                                                                                                                                                                |  | 554        |   |  | 6,030      |  
|Total Liabilities                                                                                                                                                                                  |  | 98,166     |   |  | 7,075      |  
|Contingencies (Notes 1 and 12)                                                                                                                                                                     |  |            |   |  |            |  
|Subsequent Event (Note 14)                                                                                                                                                                         |  |            |   |  |            |  
|Stockholders Equity                                                                                                                                                                               |  |            |   |  |            |  
|Preferred
      Stock:          Authorized:
      10,000,000 shares, $0.001 par
      value          Issued
      and outstanding: 1 share (2009  No shares)                                      |  |           |   |  |           |  
|Common
      Stock:          Authorized:
      100,000,000 shares, $0.001 par
      value          Issued
      and outstanding: 29,732,016
      shares          (2009
       12,391,500 shares) |  | 29,732     |   |  | 12,391     |  
|Additional paid-in capital                                                                                                                                                                         |  | 5,244,616  |   |  | 2,071,366  |  
|Common stock subscribed (Note 12)                                                                                                                                                                  |  | 6,750      |   |  | 6,750      |  
|Accumulated other comprehensive loss                                                                                                                                                               |  | (28,257    | ) |  |           |  
|Deficit
      accumulated during the development stage                                                                                                                                             |  | (2,653,263 | ) |  | (1,103,854 | )
|Total Stockholders Equity                                                                                                                                                                         |  | 2,599,578  |   |  | 986,653    |  
|Total Liabilities
      and Stockholders Equity                                                                                                                                                   |  | 2,697,744  |   |  | 993,728    |  

Continuing operations (Note 1) Commitments and
contingencies (Note 12)

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

F-2

---

|Sky Harvest Windpower Corp.                       
|--------------------------------------------------
|(Formerly Keewatin Windpower Corp.)               
|(A Development Stage Company)                     
|Consolidated Statements of Operations             
|(Expressed in US Dollars, except number of shares)

|                                                          |  | Accumulated from       |   |  |              |   |  |              |  
|--------------------------------------------------------- |  | ---------------------- | - |  | ------------ | - |  | ------------ | -
|                                                          |  | February 25, 2005      |   |  | For the Year |   |  | For the Year |  
|                                                          |  | (Date of Inception) to |   |  | Ended        |   |  | Ended        |  
|                                                          |  | May 31,                |   |  | May 31,      |   |  | May 31,      |  
|                                                          |  | 2010                   |   |  | 2010         |   |  | 2009         |  
|                                                          |  | $                      |   |  | $            |   |  | $            |  
|                                                          |  |                        |   |  |              |   |  |              |  
|Expenses                                                  |  |                        |   |  |              |   |  |              |  
|Consulting fees                                           |  | 311,971                |   |  | 128,348      |   |  | 155,664      |  
|Engineering and development                               |  | 319,414                |   |  | 200,692      |   |  | 11,497       |  
|Management fees (Note 9)                                  |  | 506,436                |   |  | 169,243      |   |  | 91,500       |  
|Professional fees                                         |  | 299,008                |   |  | 133,480      |   |  | 87,319       |  
|General and administrative                                |  | 1,098,107              |   |  | 711,974      |   |  | 10,953       |  
|Acquired development costs                                |  | 242,501                |   |  | 242,501      |   |  |             |  
|Operating loss                                            |  | 2,777,437              |   |  | 1,586,238    |   |  | 356,933      |  
|Other Income                                              |  |                        |   |  |              |   |  |              |  
|Interest income                                           |  | (89,358                | ) |  | (2,013       | ) |  | (15,200      | )
|Foreign exchange gain                                     |  | (34,816                | ) |  | (34,816      | ) |  |             |  
|Net loss                                                  |  | (2,653,263             | ) |  | (1,549,409   | ) |  | (341,733     | )
|Other Comprehensive Loss                                  |  |                        |   |  |              |   |  |              |  
|Foreign currency translation adjustments                  |  | (28,257                | ) |  | (28,257      | ) |  |             |  
|Comprehensive loss                                        |  | (2,681,520             | ) |  | (1,577,666   | ) |  | (341,733     | )
|Net loss per common share  basic and diluted             |  |                        |   |  | (0.06        | ) |  | (0.03        | )
|Weighted average
      number of common stock outstanding |  |                        |   |  | 27,689,000   |   |  | 12,392,000   |  

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

F-3

---

|Sky Harvest Windpower Corp.                       
|--------------------------------------------------
|(Formerly Keewatin Windpower Corp.)               
|(A Development Stage Company)                     
|Consolidated Statement of Stockholders Equity    
|(Expressed in US Dollars, except number of shares)

|                                                                                                         |  |           |  |  |        |  |  |            |  |  |        |  |  |                   |  |  |            |  |  | Deficit     |   |  |         |  
|-------------------------------------------------------------------------------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ----------------- |  |  | ---------- |  |  | ----------- | - |  | ------- | -
|                                                                                                         |  |           |  |  |        |  |  |            |  |  |        |  |  |                   |  |  |            |  |  | Accumulated |   |  |         |  
|                                                                                                         |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional Common |  |  | During the |  |  |             |  
|                                                                                                         |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin           |  |  | Stock      |  |  | Development |   |  |         |  
|                                                                                                         |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital           |  |  | Subscribed |  |  | Stage       |   |  | Total   |  
|                                                                                                         |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $                 |  |  | $          |  |  | $           |   |  | $       |  
|Balance  February 25,
        2005 (Date of Inception)                                                  |  |          |  |  |       |  |  |           |  |  |       |  |  |                  |  |  |           |  |  |            |   |  |        |  
|Common stock issued on   March 2,
      2005 to   founders for cash at   $0.00167 per share              |  |          |  |  |       |  |  | 6,000,000  |  |  | 6,000  |  |  | 4,000             |  |  |           |  |  |            |   |  | 10,000  |  
|Common stock issued
        from March 4, 2005 to   March 20, 2005 for cash
        at $0.0033 per share |  |          |  |  |       |  |  | 3,000,000  |  |  | 3,000  |  |  | 7,000             |  |  |           |  |  |            |   |  | 10,000  |  
|Common stock issued on   March 31,
      2005 for cash   at $0.0167 per share                            |  |          |  |  |       |  |  | 300,000    |  |  | 300    |  |  | 4,700             |  |  |           |  |  |            |   |  | 5,000   |  
|Common stock issued
        from April 7, 2005 to   April 28, 2005 for cash
        at $0.0167 per share |  |          |  |  |       |  |  | 480,000    |  |  | 480    |  |  | 7,520             |  |  |           |  |  |            |   |  | 8,000   |  
|Common stock issued   from May 1,
      2005 to   May 25, 2005 for cash   at $0.0167 per share           |  |          |  |  |       |  |  | 690,000    |  |  | 690    |  |  | 10,810            |  |  |           |  |  |            |   |  | 11,500  |  
|Common stock issued on
        May 29, 2005 for cash   at $0.0167 per share                              |  |          |  |  |       |  |  | 60,000     |  |  | 60     |  |  | 9,940             |  |  |           |  |  |            |   |  | 10,000  |  
|Net loss for the period                                                                                  |  |          |  |  |       |  |  |           |  |  |       |  |  |                  |  |  |           |  |  | (12,321     | ) |  | (12,321 | )
|Balance  May, 31 2005   carried forward                                                                 |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 43,970            |  |  |           |  |  | (12,321     | ) |  | 42,179  |  

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

F-4

---

|Sky Harvest Windpower Corp.                       
|--------------------------------------------------
|(Formerly Keewatin Windpower Corp.)               
|(A Development Stage Company)                     
|Consolidated Statement of Stockholders Equity    
|(Expressed in US Dollars, except number of shares)

|                                                  |  |           |  |  |        |  |  |            |  |  |        |  |  |                   |  |  |            |  |  | Deficit     |   |  |          |  
|------------------------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ----------------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                                  |  |           |  |  |        |  |  |            |  |  |        |  |  |                   |  |  |            |  |  | Accumulated |   |  |          |  
|                                                  |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional Common |  |  | During the |  |  |             |  
|                                                  |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin           |  |  | Stock      |  |  | Development |   |  |          |  
|                                                  |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital           |  |  | Subscribed |  |  | Stage       |   |  | Total    |  
|                                                  |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $                 |  |  | $          |  |  | $           |   |  | $        |  
|Balance  May, 31, 2005
          brought forward |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 43,970            |  |  |           |  |  | (12,321     | ) |  | 42,179   |  
|Net
      loss for the year                       |  |          |  |  |       |  |  |           |  |  |       |  |  |                  |  |  |           |  |  | (57,544     | ) |  | (57,544  | )
|Balance  May 31, 2006                            |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 43,970            |  |  |           |  |  | (69,865     | ) |  | (15,365  | )
|Common stock subscribed                           |  |          |  |  |       |  |  |           |  |  |       |  |  |                  |  |  | 500,500    |  |  |            |   |  | 500,500  |  
|Stock-based compensation                          |  |          |  |  |       |  |  |           |  |  |       |  |  | 365,508           |  |  |           |  |  |            |   |  | 365,508  |  
|Net
      loss for the year                       |  |          |  |  |       |  |  |           |  |  |       |  |  |                  |  |  |           |  |  | (435,426    | ) |  | (435,426 | )
|Balance  May 31,
      2007   carried forward    |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 409,478           |  |  | 500,500    |  |  | (505,291    | ) |  | 415,217  |  

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

F-5

---

|Sky Harvest Windpower Corp.                       
|--------------------------------------------------
|(Formerly Keewatin Windpower Corp.)               
|(A Development Stage Company)                     
|Consolidated Statement of Stockholders Equity    
|(Expressed in US Dollars, except number of shares)

|                                                                           |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  | Deficit     |   |  |           |  
|-------------------------------------------------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- | - |  | ----------- | - |  | --------- | -
|                                                                           |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  | Accumulated |   |  |           |  
|                                                                           |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |   |  | Common     |   |  | During the  |   |  |           |  
|                                                                           |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |   |  | Stock      |   |  | Development |   |  |           |  
|                                                                           |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |   |  | Subscribed |   |  | Stage       |   |  | Total     |  
|                                                                           |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |   |  | $          |   |  | $           |   |  | $         |  
|Balance  May
      31, 2007    carried forward                            |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 409,478    |   |  | 500,500    |   |  | (505,291    | ) |  | 415,217   |  
|Common stock issued on
        July 11, 2007 for cash   at $0.70 per share |  |          |  |  |       |  |  | 715,000    |  |  | 715    |  |  | 499,785    |   |  | (500,500   | ) |  |            |   |  |          |  
|Common stock
      issued on   July 11, 2007 for   finders fees           |  |          |  |  |       |  |  | 71,500     |  |  | 71     |  |  | 49,979     |   |  |           |   |  |            |   |  | 50,050    |  
|Common stock issued on
        July 27, 2007 for cash   at $1.20 per share |  |          |  |  |       |  |  | 1,075,000  |  |  | 1,075  |  |  | 1,288,925  |   |  |           |   |  |            |   |  | 1,290,000 |  
|One million
      share   purchase warrants   issued for finders fee      |  |          |  |  |       |  |  |           |  |  |       |  |  | 321,279    |   |  |           |   |  |            |   |  | 321,279   |  
|Finders fees                                                              |  |          |  |  |       |  |  |           |  |  |       |  |  | (498,080   | ) |  |           |   |  |            |   |  | (498,080  | )
|Net loss for the year                                                      |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  | (256,830    | ) |  | (256,830  | )
|Balance  May
      31, 2008                                               |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |   |  |           |   |  | (762,121    | ) |  | 1,321,636 |  
|Common stock subscribed                                                    |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  | 6,750      |   |  |            |   |  | 6,750     |  
|Net loss for the year                                                      |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  | (341,733    | ) |  | (341,733  | )
|Balance  May 31, 2009 carried forward                                     |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |   |  | 6,750      |   |  | (1,103,854  | ) |  | 986,653   |  

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

F-6

---

|Sky Harvest Windpower Corp.                       
|--------------------------------------------------
|(Formerly Keewatin Windpower Corp.)               
|(A Development Stage Company)                     
|Consolidated Statement of Stockholders Equity    
|(Expressed in US Dollars, except number of shares)

|                                                                    |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |   |  | Deficit     |   |  |            |  
|------------------------------------------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ------------- | - |  | ----------- | - |  | ---------- | -
|                                                                    |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Accumulated   |   |  | Accumulated |   |  |            |  
|                                                                    |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |  |  | Common     |  |  | Other         |   |  | During the  |   |  |            |  
|                                                                    |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |  |  | Stock      |  |  | Comprehensive |   |  | Development |   |  |            |  
|                                                                    |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |  |  | Subscribed |  |  | Loss          |   |  | Stage       |   |  | Total      |  
|                                                                    |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |  |  | $          |  |  |               |   |  | $           |   |  | $          |  
|Balance  May
      31, 2009    carried forward                     |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |  |  | 6,750      |  |  |              |   |  | (1,103,854  | ) |  | 986,653    |  
|Common stock issued
         pursuant to business    acquisition    |  |          |  |  |       |  |  | 17,340,516 |  |  | 17,341 |  |  | 2,583,736  |  |  |           |  |  |              |   |  |            |   |  | 2,601,077  |  
|Preferred stock
      issued    pursuant to business    acquisition |  | 1         |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  |              |   |  |            |   |  |           |  
|Stock-based compensation                                            |  |          |  |  |       |  |  |           |  |  |       |  |  | 589,514    |  |  |           |  |  |              |   |  |            |   |  | 589,514    |  
|Accumulated
      other    comprehensive loss                       |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (28,257       | ) |  |            |   |  | (28,257    | )
|Net loss for year                                                   |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  |              |   |  | (1,549,409  | ) |  | (1,549,409 | )
|Balance  May 31, 2010                                              |  | 1         |  |  |       |  |  | 29,732,016 |  |  | 29,732 |  |  | 5,244,616  |  |  | 6,750      |  |  | (28,257       | ) |  | (2,653,263  | ) |  | 2,599,578  |  

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

F-7

---

|Sky Harvest Windpower Corp.          
|-------------------------------------
|(Formerly Keewatin Windpower Corp.)  
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows
|(Expressed in US Dollars)            

|                                                                                  |  | Accumulated from    |   |  |              |   |  |              |  
|--------------------------------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                                                  |  | February 25, 2005   |   |  | For the Year |   |  | For the Year |  
|                                                                                  |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |  
|                                                                                  |  | to May 31,          |   |  | May 31,      |   |  | May 31,      |  
|                                                                                  |  | 2010                |   |  | 2010         |   |  | 2009         |  
|                                                                                  |  | $                   |   |  | $            |   |  | $            |  
|Operating activities                                                              |  |                     |   |  |              |   |  |              |  
|Net loss for the period                                                           |  | (2,653,263          | ) |  | (1,549,409   | ) |  | (341,733     | )
|Adjustments to reconcile net loss to net cash used in
      operating activities: |  |                     |   |  |              |   |  |              |  
|Depreciation                                                                      |  | 18,867              |   |  | 5,602        |   |  | 2,876        |  
|Stock-based compensation                                                          |  | 959,982             |   |  | 589,514      |   |  | 4,960        |  
|Acquired
      development costs                                                  |  | 242,501             |   |  | 242,501      |   |  |             |  
|Changes in operating assets and liabilities:                                      |  |                     |   |  |              |   |  |              |  
|Prepaid
      expenses                                                            |  | (7,081              | ) |  | 1,044        |   |  | (3,125       | )
|Accrued interest                                                                  |  | 213                 |   |  | 8,586        |   |  | 7,683        |  
|Accounts
      payable and accrued liabilities                                    |  | 61,219              |   |  | 54,144       |   |  | (8,979       | )
|Account Receivable                                                                |  | (20,112             | ) |  | (20,112      | ) |  |             |  
|Note
      receivable                                                             |  | (280,000            | ) |  |             |   |  | (280,000     | )
|Due to related parties                                                            |  | (1,185              | ) |  | (1,185       | ) |  | (45,100      | )
|Net cash flows used in operating activities                                       |  | (1,678,859          | ) |  | (669,315     | ) |  | (663,418     | )
|Investing activities                                                              |  |                     |   |  |              |   |  |              |  
|Purchase of equipment                                                             |  | (23,504             | ) |  | (1,388       | ) |  | (1,304       | )
|Purchase of shortterm investments                                                |  | (2,472,839          | ) |  | (322,839     | ) |  | (800,000     | )
|Redemption of shortterm
      investments                                        |  | 2,470,644           |   |  | 970,644      |   |  | 1,500,000    |  
|Cash
      acquired from acquisition                                              |  | 21,016              |   |  | 21,016       |   |  |             |  
|Net cash flows (used in) provided by investing activities                         |  | (4,683              | ) |  | 667,433      |   |  | 698,696      |  
|Financing activities                                                              |  |                     |   |  |              |   |  |              |  
|Proceeds from common stock issuances                                              |  | 1,718,249           |   |  |             |   |  |             |  
|Net cash flows
      provided by financing activities                             |  | 1,718,249           |   |  |             |   |  |             |  
|Effect of exchange rate changes on cash                                           |  | (34,473             | ) |  | (34, 473     | ) |  |             |  
|Increase (decrease) in cash and cash equivalents                                  |  | 234                 |   |  | (36,355      | ) |  | 35,278       |  
|Cash and cash equivalents  beginning of period                                   |  |                    |   |  | 36,589       |   |  | 1,311        |  
|Cash and cash
      equivalents  end of period                                   |  | 234                 |   |  | 234          |   |  | 36,589       |  
|Supplementary disclosures                                                         |  |                     |   |  |              |   |  |              |  
|Interest paid                                                                     |  |                    |   |  |             |   |  |             |  
|Income taxes paid                                                                 |  |                    |   |  |             |   |  |             |  
|Significant non-cash investing and financing activities:                          |  |                     |   |  |              |   |  |              |  
|Stock issuance for acquisition                                                    |  | 2,601,077           |   |  | 2,601,077    |   |  |             |  
|Increase intangible asset due to acquisition                                      |  | 2,551,400           |   |  | 2,551,400    |   |  |             |  
|Accounts payable increased due to acquisition                                     |  | 30,986              |   |  | 30,986       |   |  |             |  

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

F-8

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Sky Harvest Windpower Corp. (the Company) was
      incorporated in the State of Nevada on February 25, 2005. The Company is a
      Development Stage Company, as defined by Financial Accounting Standards
      Board (FASB) Accounting Standards Codification (ASC) 915,
      Development Stage Entities. Its activities to date have been
      limited to capital formation, organization, and development of its
      business plan for the exploration and development of wind power projects
      in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Effective July 13, 2009, the Company acquired all the
      outstanding common stock of Sky Harvest Windpower (Saskatchewan) Corp.
      (Sky Harvest - Saskatchewan), a private company incorporated under the
      laws of Canada. Refer to Note 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On September 1, 2009, the Company completed a merger with
      its wholly-owned inactive subsidiary, Sky Harvest Windpower Corp., a
      Nevada corporation, which was incorporated solely to effect a change in
      the Companys name. As a result, the Company changed its name from
      Keewatin Windpower Corp. to Sky Harvest Windpower Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize its assets and discharge its liabilities in the normal course
      of business. The Company has never generated revenues since inception and
      has never paid any dividends and is unlikely to pay dividends or generate
      earnings in the immediate or foreseeable future. The continuation of the
      Company as a going concern is dependent upon the continued financial
      support from its shareholders, the ability of the Company to obtain
      necessary equity financing to continue operations, the successful
      exploitation of economically recoverable electricity in its wind power
      projects, and the attainment of profitable operations. As at May 31, 2010,
      the Company has accumulated losses of $2,653,263 since inception. These
      factors raise substantial doubt regarding the Companys ability to
      continue as a going concern. These consolidated financial statements do
      not include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Management plans to raise additional funds through debt
      and equity offerings. Management has yet to decide what type of offering
      the Company will use or how much capital the Company will attempt to raise
      and on what terms. There is however no assurance that the Company will be
      able to raise any additional capital through any type of offering on terms
      acceptable to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-9

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|2. | Significant Accounting Polices (continued)
|-- | ------------------------------------------
|   |                                           
|   | b.                                        
|   |                                           
|   |                                           
|   |                                           
|   | c.                                        
|   |                                           
|   |                                           
|   |                                           
|   | d.                                        
|   |                                           
|   |                                           

Fair Value Hierarchy

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

Level 1

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

F-10

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|2. | Significant Accounting Polices
  (continued)
|-- | --------------------------------------------

| | d. | Fair Value Measurements
(continued)
| | -- | -----------------------------------

Level 2

Level 2 applies to assets and
liabilities for which there are other than Level 1 observable inputs such as
quoted prices for similar assets or liabilities in active markets, quoted prices
for identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets), or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data. Level 2 instruments require more
management judgment and subjectivity as compared to Level 1 instruments. For
instance:

  Determining which instruments are most similar to the instrument
  being priced requires management to identify a sample of similar securities
  based on the coupon rates, maturity, issuer, credit rating and instrument type,
  and subjectively select an individual security or multiple securities that are
deemed most similar to the security being priced; and

  Determining whether a
market is considered active requires management judgment.

Level 3

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

The Company believes the fair value of
its financial instruments consisting of cash, short term investment, and
accounts payable approximate their carrying values due to the relatively short
maturity of these instruments.

| | e. | Equipment
| | -- | ---------
| |    |          
| |    | (i)      
| |    |          
| |    |          

F-11

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|2. | Significant Accounting Polices (continued)
|-- | ------------------------------------------
|   |                                           
|   | e.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

| | f. | Long Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In accordance with ASC 350, Intangibles  Goodwill and
      Other, goodwill is required to be tested for impairment on an annual
      basis, or more frequently if certain indicators arise, using the guidance
      specifically provided, and purchased intangible assets other than goodwill
      are required to be amortized over their useful lives unless there lives
      are determined to be indefinite.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Management reviews intangible assets at least annually,
      and on an interim basis when conditions require, evaluates events or
      changes in circumstances that may indicate impairment in the carrying
      amount of such assets. An impairment loss is recognized in the statement
      of operations in the period that the related asset is deemed to be
      impaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In accordance with ASC 360, the Company tests long-lived
      assets or asset groups for recoverability when events or changes in
      circumstances indicate that their carrying amount may not be recoverable.
      Circumstances which could trigger a review include, but are not limited
      to: significant decreases in the market price of the asset; significant
      adverse changes in the business climate or legal factors; accumulation of
      costs significantly in excess of the amount originally expected for the
      acquisition or construction of the asset; current period cash flow or
      operating losses combined with a history of losses or a forecast of
      continuing losses associated with the use of the asset; and current
      expectation that the asset will more likely than not be sold or disposed
      significantly before the end of its estimated useful life.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Recoverability is assessed based on the carrying amount
      of the asset and its fair value which is generally determined based on the
      sum of the undiscounted cash flows expected to result from the use and the
      eventual disposal of the asset, as well as specific appraisal in certain
      instances. An impairment loss is recognized when the carrying amount is
      not recoverable and exceeds fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-12

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

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

F-13

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|2. | Significant Accounting Polices (continued)
|-- | ------------------------------------------
|   |                                           
|   | j.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | k.                                        
|   |                                           
|   |                                           
|   |                                           
|   | l.                                        
|   |                                           
|   |                                           
|   |                                           
|   | m.                                        
|   |                                           
|   |                                           

F-14

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In June 2009, the FASB issued guidance now codified as
      ASC 105, Generally Accepted Accounting Principlesas the single
      source of authoritative accounting principles recognized by the FASB to be
      applied by nongovernmental entities in the preparation of financial
      statements in conformity with U.S. GAAP, aside from those issued by the
      SEC. ASC 105 does not change current U.S. GAAP, but is intended to
      simplify user access to all authoritative U.S. GAAP by providing all
      authoritative literature related to a particular topic in one place. The
      adoption of ASC 105 did not have a material impact on the Companys
      financial statements, but did eliminate all references to pre-codification
      standards.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company has implemented all new accounting
      pronouncements that are in effect and that may impact its financial
      statements and does not believe that there are any other new accounting
      pronouncements that have been issued that might have a material impact on
      its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Acquisition of Sky Harvest - Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company entered into a letter of agreement dated
      March 26, 2007 to acquire 100% of the issued and outstanding common shares
      of Sky Harvest  Saskatchewan, a private Canadian company incorporated
      under the laws of Canada. Sky Harvest - Saskatchewan holds the rights to
      construct a wind power facility on approximately 8,500 acres of land
      located in Southwestern Saskatchewan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On July 13, 2009, the Company acquired 100% of the issued
      and outstanding common shares of Sky Harvest  Saskatchewan in
      consideration for the issue of 17,340,516 restricted shares of common
      stock to the shareholders of Sky Harvest- Saskatchewan, equating to 1.5
      shares of common stock in the capital of the Company for every issued
      common share of Sky Harvest - Saskatchewan. The determination of the
      purchase price was supported by a fairness opinion issued by an
      independent valuator. The acquisition was subject to Sky Harvest -
      Saskatchewan completing an audit of its financial statements, and
      shareholders of both companies approving the acquisition agreement. As the
      directors of the Company are also directors and principal shareholders of
      Sky Harvest - Saskatchewan, they abstained from voting their shares in
      respect of the transaction.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys common shares issued to the Sky Harvest -
      Saskatchewan shareholders were determined to have a fair value of
      $2,601,077. After reflecting the purchase adjustments, the excess of the
      purchase consideration over the fair values of the Companys assets and
      liabilities of $2,793,941 as at July 13, 2009, has been allocated to wind
      farm asset in the amount of $2,551,440 and allocated to acquired
      development costs in the amount of $242,501.                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-15

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|4. | Acquisition of Sky Harvest Windpower Corp.
    (continued)
|-- | ----------------------------------------------------------

Allocation of Purchase Price
    $Cash and cash
      equivalents
    
    21,016Short term investments
    
    20,889Prepaid expenses
    
    12,714Due from related parties
    
    9,357Property and
      equipment
    
    59,563Wind farm asset
    
    2,551,440Acquired
      development costs
    
    242,501Intangible asset
    
    543Accounts payable
    
    (30,986
    )Accrued liabilities
    
    (5,962
    )Loan payable
    
    (279,998
    )2,601,077Allocation of Excess Purchase Price
    $Wind Farm asset
    
    2,551,440Acquired development costs
    
    242,5012,793,941


Pro forma Information (Unaudited)

The following financial summary
represents the amount of expenses and losses of Sky Harvest Saskatchewan since
the acquisition date (July 13, 2009) included in the consolidated income
statement for the year ended May 31, 2010.

From theDate of Acquisition(July 13, 2009)To May 31,2010$ExpensesConsulting fees
    
    75,862Engineering and development
    
    183,224Management fees
    
    62,493Professional fees
    
    3,152General and administrative
    
    80,004Operating loss
    
    404,735Other IncomeInterest income
    
    (51
    )Foreign exchange gain
    
    (34,715
    )Net
      loss
    
    (369,696
  )


F-16

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|4. | Acquisition of Sky Harvest Windpower Corp.
    (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The following pro formaconsolidated financial
      summary is presented as if the acquisition of Sky Harvest - Saskatchewan
      was completed on June 1, 2009 and June 1, 2008, respectively. The pro
      formacombined results have been prepared for informational purpose
      only and do not purport to be indicative of the results which would have
      actually been attained had the business combination been consummated on
      the dates indicated or of the results which may be expected to occur in
      the future.

| |                                                           |  | For the Year |   |  | For the Year |  
| | --------------------------------------------------------- |  | ------------ | - |  | ------------ | -
| |                                                           |  | Ended        |   |  | Ended        |  
| |                                                           |  | May 31,      |   |  | May 31,      |  
| |                                                           |  | 2010         |   |  | 2009         |  
| |                                                           |  | $            |   |  | $            |  
| |                                                           |  |              |   |  |              |  
| | Expenses                                                  |  |              |   |  |              |  
| | Consulting fees                                           |  | 129,362      |   |  | 171,951      |  
| | Engineering and development                               |  | 211,546      |   |  | 87,187       |  
| | Management fees                                           |  | 191,903      |   |  | 168,561      |  
| | Professional fees                                         |  | 135,599      |   |  | 128,445      |  
| | General and administrative                                |  | 731,224      |   |  | 112,571      |  
| | Acquired development costs                                |  | 242,501      |   |  |             |  
| | Operating loss                                            |  | 1,642,135    |   |  | 668,715      |  
| | Other Income                                              |  |              |   |  |              |  
| | Interest income                                           |  | (2,041       | ) |  | (15,482      | )
| | Foreign exchange gain                                     |  | (20,008      | ) |  | (8,703       | )
| | Net loss                                                  |  | (1,620,086   | ) |  | (644,530     | )
| |                                                           |  |              |   |  |              |  
| | Net loss per common share  basic and diluted             |  | (0.06        | ) |  | (0.02        | )
| | Weighted average
      number of common stock outstanding |  | 27,689,000   |   |  | 27,689,000   |  

|5. | Property and equipment
|-- | ----------------------

| |                          |  |        |  |  |              |   |  | May 31, 2010 |  |  | May 31, 2009 | 
| | ------------------------ |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                          |  |        |  |  | Accumulated  |   |  | Net Carrying |  |  | Net Carrying | 
| |                          |  | Cost   |  |  | Depreciation |   |  | Value        |  |  | Value        | 
| |                          |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                          |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment       |  | 5,784  |  |  | (4,643       | ) |  | 1,141        |  |  |             | 
| | Asset under construction |  | 65,391 |  |  |             |   |  | 65,391       |  |  |             | 
| | Wind tower equipment     |  | 22,116 |  |  | (17,687      | ) |  | 4,429        |  |  | 8,851        | 
| |                          |  | 93,291 |  |  | (22,330      | ) |  | 70,961       |  |  | 8,851        | 

F-17

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|6. | Intangible Assets
|-- | -----------------

| |                     |  |           |  |  |              |   |  | May 31, 2010 |  |  | May 31, 2009 | 
| | ------------------- |  | --------- |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                     |  |           |  |  | Accumulated  |   |  | Net Carrying |  |  | Net Carrying | 
| |                     |  | Cost      |  |  | Amortization |   |  | Value        |  |  | Value        | 
| |                     |  | $         |  |  | $            |   |  | $            |  |  | $            | 
| | Website development |  | 2,273     |  |  | (2,273       | ) |  |             |  |  |             | 
| | Wind farm assets    |  | 2,551,440 |  |  |             |   |  | 2,551,440    |  |  |             | 
| |                     |  | 2,553,713 |  |  | (2,273       | ) |  | 2,551,440    |  |  |             | 

|7. | Note Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On September 23, 2008, the Company entered into a loan
      agreement with Sky Harvest - Saskatchewan to lend Sky Harvest -
      Saskatchewan $100,000. This loan is non-interest bearing, unsecured and
      due on September 22, 2009. On January 28, 2009, the Company entered into
      the second loan agreement with Sky Harvest - Saskatchewan to lend Sky
      Harvest - Saskatchewan an additional $100,000. This loan is non-interest
      bearing, unsecured and due on January 28, 2010. On April 23, 2009, the
      Company entered into the third loan agreement with Sky Harvest -
      Saskatchewan to lend Sky Harvest - Saskatchewan an additional $80,000.
      This loan is non-interest bearing, unsecured and due on April 23, 2010. As
      of May 31, 2010, Sky Harvest - Saskatchewan has not repaid the $100,000
      loan that was due on September 22, 2009, the $100,000 loan that was due on
      January 28, 2010 and the $80,000 loan that was due on April 23, 2010. As
      of May 31, 2010, these intercompany transactions and balances have been
      eliminated upon consolidation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8. | Short-term Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-18

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|8. | Short-term Investments (continued)
|-- | ----------------------------------
|   |                                   
|   | f)                                

|9. | Preferred stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On July 11, 2009, the Company entered into a voting and
      exchange trust agreement among its subsidiary, Keewatin Wind Power Corp.,
      and Valiant Trust Company (Valiant Trust) whereby the Company issued and
      deposited with Valiant Trust one special preferred voting share of the
      Company in order to enable Valiant Trust to execute certain voting and
      exchange rights as trustee from time to time for and on behalf of the
      registered holders of the preferred shares of Keewatin Wind Power Corp.
      Each preferred share of Keewatin Wind Power Corp. is exchangeable into one
      share of common stock of the Company at the election of the shareholder,
      or, in certain circumstances, of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As of May 31, 2010, the Company had issued 885,000 shares
      of common stock to holders of 885,000 shares of exchangeable preferred
      shares of its subsidiary Keewatin Wind Power Corp., pursuant to them
      exercising their exchange rights. As of May 31, 2010, there were
      15,515,016 outstanding exchangeable shares (2009 - Nil).                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As the exchangeable shares have already been recognized
      in connection with the acquisition of Sky Harvest - Saskatchewan, the
      value ascribed to these shares on exchange is
$Nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|10. | Related Party Transactions
|--- | --------------------------
|    |                           
|    | a)                        
|    |                           
|    | b)                        
|    |                           
|    |                           

|11. | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | On September 11, 2009, the Companys board of directors
      adopted the 2009 Stock Option Plan (the Plan) which provides for the
      granting of stock options to acquire up to 2,900,000 common shares of the
      Company to eligible employees, officers, directors and consultants of the
      Company. At May 31, 2010, the Company had 1,650,000 shares of common stock
      available to be issued under the Plan.

F-19

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|11. | Stock Based Compensation (continued)                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On September 11, 2009, pursuant to the Plan, the Company
      granted 1,000,000 options with immediate vesting to directors, officers,
      and employees to acquire 1,000,000 common shares at an exercise price of
      $0.51 per share exercisable for 5 years and recorded stock-based
      compensation for the vested options of $493,939, as general and
      administrative expense.                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On September 11, 2009, pursuant to the Plan, the Company
      granted 250,000 options to consultants to acquire 250,000 common shares at
      an exercise price of $0.51 per share exercisable for 5 years. The options
      granted vest at the rate of 12.5% every 90 days from the date of grant.
      The Company recorded stock based compensation of $95,575, as general and
      administrative expense.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The fair value for stock options granted was estimated at
      the date of grant using the Black-Scholes option-pricing model and the
      weighted average fair value of stock options granted year ended May 31,
      2010 was $0.49 per share.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The weighted average assumptions used are as
    follows:                                                                                                                                                                                                                                                                                                                                                           

| |                                 |  | Year Ended | 
| | ------------------------------- |  | ---------- | 
| |                                 |  | May 31,    | 
| |                                 |  | 2010       | 
| |                                 |  |            | 
| | Expected dividend yield         |  | 0%         | 
| | Risk-free interest rate         |  | 2.29%      | 
| | Expected volatility             |  | 190%       | 
| | Expected option life (in years) |  | 5.00       | 

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

| |                                 |  |           |  |  |                |  |  | Weighted-    |  |   |           | 
| | ------------------------------- |  | --------- |  |  | -------------- |  |  | ------------ |  | - | --------- | 
| |                                 |  |           |  |  |                |  |  | Average      |  |   |           | 
| |                                 |  |           |  |  | Weighted       |  |  | Remaining    |  |   | Aggregate | 
| |                                 |  | Number of |  |  | Average        |  |  | Contractual  |  |   | Intrinsic | 
| |                                 |  | Options   |  |  | Exercise Price |  |  | Term (years) |  |   | Value     | 
| |                                 |  |           |  |  | $              |  |  |              |  | $ |           | 
| | Outstanding: May 31, 2009       |  |          |  |  |               |  |  |              |  |   |           | 
| | Granted                         |  | 1,250,000 |  |  | 0.51           |  |  |              |  |   |           | 
| | Outstanding: May 31, 2010       |  | 1,250,000 |  |  | 0.51           |  |  | 4.28         |  |   | 50,000    | 
| | Exercisable: May
      31, 2010 |  | 1,062,250 |  |  | 0.51           |  |  | 4.28         |  |   | 42,500    | 

F-20

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|11. | Stock Based Compensation (continued)                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                      
|    | A summary of the status of the Companys non-vested stock
      options as of May 31, 2010, and changes during the year ended May 31,
      2010, is presented below:

| |                            |  |            |   |  | Weighted Average | 
| | -------------------------- |  | ---------- | - |  | ---------------- | 
| |                            |  | Number of  |   |  | Grant Date       | 
| | Non-vested options         |  | options    |   |  | Fair Value       | 
| |                            |  |            |   |  | $                | 
| | Non-vested at May 31, 2009 |  |           |   |  |                 | 
| | Granted                    |  | 1,250,000  |   |  | 0.49             | 
| | Forfeited/Cancelled        |  |           |   |  |                 | 
| | Vested                     |  | (1,062,500 | ) |  | 0.50             | 
| | Non-vested at May 31, 2010 |  | 187,500    |   |  | 0.55             | 

|    | At May 31, 2010, there was $43,444 of unrecognized
      compensation costs related to non-vested share- based compensation
      arrangements granted under the Plan, which is expected to be recognized
      over a weighted average period of 1.28 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12. | Commitments and contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On February 23, 2009, the Company entered into a
      consulting agreement with a consultant (the Consultant). Pursuant to the
      agreement, the Consultant provided investor relations services for the
      Company from February 24, 2009 to July 5, 2009. In consideration for the
      investor relations services, the Company agreed to pay the Consultant
      $5,000 per month and to issue 15,000 shares of the Companys common stock.
      At May 31, 2010 and 2009, the fair value of the 15,000 shares issuable was
      $6,750 and is included in common stock subscribed. In addition, if the
      Company receives equity or debt funding of at least $3,000,000 from a
      source introduced to the Company by the Consultant then the parties agree
      to extend the agreement by an additional year. In consideration for the
      additional year of investor relations services, the Company must pay
      $8,500 per month and issue 50,000 shares of the Companys common stock or
      pay $7,500 per month and issue 80,000 shares of the Companys common
      stock.

F-21

---

|Keewatin Windpower Corp.                             
|-----------------------------------------------------
|(A Development Stage Company)                        
|Notes to the Consolidated Annual Financial Statements
|May 31, 2009                                         

|13. | Income Taxes                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                     
|    | The Company has net operating losses carried forward of
      $1,698,200 available to offset taxable income in future years which expire
      beginning in fiscal 2020.                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                     
|    | 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,  |  
| | ----------------------------------------------------------- |  | ---------- | - |  | -------- | -
| |                                                             |  | 2010       |   |  | 2009     |  
| |                                                             |  | $          |   |  | $        |  
| | Net loss before income taxes per financial
      statements |  | (1,549,409 | ) |  | (341,733 | )
| | Income tax rate                                             |  | 35%        |   |  | 35%      |  
| | Income tax recovery                                         |  | (542,293   | ) |  | (119,607 | )
| | Permanent differences                                       |  | 206,330    |   |  |         |  
| | Change in valuation allowance                               |  | 335,963    |   |  | 119,607  |  
| | Provision for
      income taxes                            |  |           |   |  |         |  

The significant components of deferred
income tax assets and liabilities at May 31, 2010 and 2009 are as follows:

| |                                  | May 31,   | May 31,  
| | -------------------------------- | --------- | ---------
| |                                  | 2010      | 2009     
| |                                  | $         | $        
| | Net operating loss carry-forward | 594,384   | 258,422  
| | Valuation
      allowance        | (594,384) | (258,422)
| | Net deferred income tax asset    |          |         

|14. | Subsequent Event                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                    
|    | The Company has evaluated subsequent events through the
      date of issuance of the audited consolidated financial
  statements.                                                 
|    |                                                                                                                                                                                    
|    | On June 18, 2010, the Company received a loan from a
      shareholder in the amount of $27,000. This loan is unsecured, due on
      demand, and bears interest at 1.25% per month

F-22

---

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS

None

ITEM 9A.   CONTROLS AND PROCEDURES

A. Disclosure Controls and ProceduresAs required by
paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of
1934, the Companys principal executive officer and principal financial officer
evaluated the Companys disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act) for the period covered by this
Annual Report on Form 10-K upon assuming these executive positions on September
1, 2010. Based on this evaluation, this officer concluded that as of the end of
the period covered by this Annual Report on Form 10-K, these disclosure controls
and procedures were inadequate 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. Our former executive officer,
who was responsible for the recording, processing and reporting of information
to be included in our financial statement filings, failed to conduct these
duties in a timely manner. As a result, the compilation of accounting documents
necessary for the preparation of our financial statements was not commenced
until two months after our fiscal year end. As well, our former executive
officer failed to respond to queries from our accountants within a reasonable
period of time given the nature of the comments.

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

Our system of internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.

Based on our evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our internal controls over financial reporting
were not effective as of May 31, 2010 and were subject to material
weaknesses.

23

---



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

|1. | Failure of former management to implement and comply with
      codes of conduct and other policies regarding acceptable business
      practice, conflicts of interest and expected standards of ethical and
      moral behavior;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                    
|2. | Lack of timeliness with which former management provided
      information to board members to allow monitoring of management;                                                                                                     
|   |                                                                                                                                                                                                                                    
|3. | Failing to implement sufficient monitoring and controls
      to prevent unauthorized financial transactions by former management;
      and                                                                                       
|   |                                                                                                                                                                                                                                    
|4. | Failing to have a director that qualifies as an audit
      committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
      S-K.                                                                                   

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

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

C. Changes in Internal Control over Financial
Reporting.
There were no changes in the Companys internal control over
financial reporting during the year ended May 31, 2010 that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

24

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

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

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

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

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

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

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

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 4. | being the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State
      authority barring, suspending or otherwise limiting for more than 60 days
      the right of such person to engage in any activity described in paragraph
      (f)(3)(i) of this section, or to be associated with persons engaged in any
      such activity;
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 5. | being found by a court of competent jurisdiction in a
      civil action or by the Commission to have violated any Federal or State
      securities law, and the judgment in such civil action or finding by the
      Commission has not been subsequently reversed, suspended, or vacated;
      or                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 6. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.                                                                                      

25

---

Compliance with Section 16(a) of the Exchange ActSection 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.

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

Corporate Governance

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

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

Audit CommitteeWe do not have a standing audit
committee at the present time. Our board of directors has determined that we do
not have a board member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K, nor do we have a board member
that qualifies as independent as the term is used in Item 407(a)(1) of
Regulation S-K.

26

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Other CommitteesAll proceedings of our board of
directors for the year ended May 31, 2010 were conducted by resolutions
consented to in writing by our directors and filed with the minutes of the
proceedings of the board of directors. Our company currently does not have
nominating, compensation or audit committees or committees performing similar
functions nor does our company have a written nominating, compensation or audit
committee charter. Our board of directors believes that it is not necessary to
have such committees, at this time, because they can adequately perform the
functions of such committees.

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

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

27

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

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

- All individuals serving as our principal executive officer ("PEO");
- All individuals serving as our principal financial officer ("PFO");
- our three most highly compensated executive officers who were serving as
  executive officers at the end of the year ended May 31, 2010 whose total
  annual compensation exceeded $100,000; and
- up to two additional individuals for whom disclosure would have been
  provided above but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

whom we refer to collectively as the named executive
officers, for the year ended May 31, 2009, are set out in the following summary
compensation table:

|Name                                              |  | **Year** |  |  | **Salary** |  |  | Bonus  |  |  | **Stock**  |  |  | Option     |  |  | Non-Equity         |  |  | Nonqualified     |  |  | All Other    |  |  | Total   | 
|------------------------------------------------- |  | -------- |  |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ------------------ |  |  | ---------------- |  |  | ------------ |  |  | ------- | 
|and                                               |  |          |  |  |            |  |  |        |  |  | **Awards** |  |  | **Awards** |  |  | **Incentive Plan** |  |  | Deferred         |  |  | Compensation |  |  |         | 
|Principal                                         |  |          |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Compensation       |  |  | **Compensation** |  |  |              |  |  |         | 
|Position                                          |  |          |  |  |            |  |  |        |  |  |            |  |  |            |  |  |                    |  |  | Earnings         |  |  |              |  |  |         | 
|                                                  |  |          |  |  | ($)        |  |  | ($)    |  |  | ($)        |  |  | ($)        |  |  | ($)                |  |  | ($)              |  |  | ($)          |  |  | ($)     | 
|(a)                                               |  | (b)      |  |  | (c)        |  |  | (d)    |  |  | (e)        |  |  | (f)        |  |  | (g)                |  |  | (h)              |  |  | (i)          |  |  | (j)     | 
|Chris Craddock                                    |  | 2010     |  |  | 113,854(1) |  |  | 14,792 |  |  | Nil        |  |  | 163,333    |  |  | Nil                |  |  | Nil              |  |  | Nil          |  |  | 277,187 | 
|Former President, CEO, CFO, Secretary & Treasurer |  | 2009     |  |  | 60,000 (1) |  |  | Nil    |  |  | Nil        |  |  | Nil        |  |  | Nil                |  |  | Nil              |  |  | Nil          |  |  | 60,000  | 
|William Iny                                       |  | 2010     |  |  | Nil        |  |  | Nil    |  |  | Nil        |  |  | 163,333    |  |  | Nil                |  |  | Nil              |  |  | 55,388(2)    |  |  | 218,721 | 
|President, CEO, CFO, Secretary & Treasurer        |  | 2009     |  |  | Nil        |  |  | Nil    |  |  | Nil        |  |  | Nil        |  |  | Nil                |  |  | Nil              |  |  | 31,500(2)    |  |  | 31,500  | 

1Mr. Craddock was paid $5,000 per month for
management services pursuant to a management agreement with the Company dated
March 1, 2005.2Management fees paid to a company controlled by
Mr. Iny.

28

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Director Compensation PolicyOur 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:

|            |         |        |        |                | Change in        |              |      
|----------- | ------- | ------ | ------ | -------------- | ---------------- | ------------ | -----
|            |         |        |        |                | Pension Value    |              |      
|            |         |        |        |                | and              |              |      
|            | Fees    |        |        |                | Nonqualified     |              |      
|            | Earned  |        |        | Non-Equity     | Deferred         |              |      
|            | or Paid | Stock  | Option | Incentive Plan | **Compensation** | All Other    |      
|Name        | in Cash | Awards | Awards | Compensation   | Earnings         | Compensation | Total
|            | ($)     | ($)    | ($)    | ($)            | ($)              | ($)          | ($)  
|(a)         | (b)     | (c)    | (d)    | (e)            | (f)              | (g)          | (h)  
|William Iny | Nil     | Nil    | Nil    | Nil            | Nil              | Nil          | Nil  

29

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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 AWARDS | 
|-------------- |  | ----------- | ------------ | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  |             |              | 
|               |  | Number of   |              | 
|               |  | Securities  |              | 
|               |  | Underlying  |              | 
|               |  | Unexercised |              | 
|               |  | Options     |              | 
|Name           |  | Exercisable |              | 
|               |  |             |              | 
|(a)            |  | (b)         |              | 
|Chris Craddock |  | 333,333     |              | 
|William Iny    |  | 333,334     |              | 

Option exercises and stock vested table.

|               | OPTION AWARDS    | STOCK AWARDS     
|-------------- | ---------------- | -----------------
|               | Number of Shares |                  
|               | Acquired on      | Value Realized on
|Name           | Exercise         | Exercise         
|               | (#)              | ($)              
|(a)            | (b)              | (c)              
|Chris Craddock | Nil              | Nil              
|William Iny    | Nil              | Nil              

30

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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
plansNot applicable

Security ownership of certain beneficial owners.The
following table reflects, as of October 12 2010, the beneficial common stock
ownership of: (a) each of our directors, (b) each executive officer, (c) each
person known by us to be a beneficial holder of five percent (5%) or more of our
common stock, and (d) all of our executive officers and directors as a
group:

Beneficial ownership is determined in accordance with the rules
of the SEC. Shares of common stock subject to options currently exercisable or
exercisable within 60 days of September , 2010, are deemed outstanding for
computing the percentage ownership of the stockholder holding the options or
warrants, but are not deemed outstanding for computing the percentage ownership
of any other stockholder. Unless otherwise indicated in the footnotes to this
table, we believe stockholders named in the table have sole voting and sole
investment power with respect to the shares set forth opposite such
stockholder's name. Percentage of ownership is based on 29,732,016 shares of
common stock outstanding as of September , 2010.

|                                                                  |  | Amount and       |     |  |                               | 
|----------------------------------------------------------------- |  | ---------------- | --- |  | ----------------------------- | 
|                                                                  |  | Nature of        |     |  |                               | 
|                                                                  |  | Beneficial       |     |  |                               | 
|Name and Address of Beneficial Shareholder                        |  | **Ownership(1)** |     |  | **Percent of
      Class(2)** | 
|Common stock                                                      |  |                  |     |  |                               | 
|Chris Craddock 617-666 Burrard Street
      Vancouver, BC V6C 3P6 |  | 6,345,225        | (3) |  | 21.3%                         | 
|William Iny (*)617-666 Burrard Street
      Vancouver, BC V6C 3P6 |  | 6,542,585        | (4) |  | 22.0%                         | 
|Greg Yanke 603-675 Granville Street
      Vancouver, BC V6B 1N2   |  | 6,908,516        | (5) |  | 23.2%                         | 
|Directors and officers as a group (1 person)                      |  | 6,542,585        |     |  | 22.0%                         | 

(*) director and executive officer

|1. | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | The percentage of class is based on 29,732,016 shares of
      common stock issued and outstanding as of September , 2010. This total
      includes 16,400,016 shares of common stock that are reserved for issuance
      in exchange for certain exchangeable securities of the Companys
      subsidiary Keewatin Windpower Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

31

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|3. | Total consists of: 1,845,225 shares of the Companys
      common stock beneficially owned by Mr. Craddock and 4,500,000 exchangeable
      shares of the Companys subsidiary issued to Mr. Craddock pursuant to the
      share exchange agreement between the Company and Sky Harvest 
      Saskatchewan dated for reference May 11, 2009, with each exchangeable
      share being exchangeable for one share of the Companys common
    stock.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Total consists of: 2,000,000 shares of the Companys
      common stock beneficially owned by Mr. Iny and 4,666,500 exchangeable
      shares of the Companys subsidiary issued to Mr. Iny pursuant to the share
      exchange agreement between the Company and Sky Harvest  Saskatchewan
      dated for reference May 11, 2009, with each exchangeable share being
      exchangeable for one share of the Companys common stock.              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Total consists of: 2,001,000 shares of the Companys
      common stock beneficially owned by Mr. Yanke and 4,908,516 exchangeable
      shares of the Companys subsidiary issued to Mr. Yanke pursuant to the
      share exchange agreement between the Company and Sky Harvest 
      Saskatchewan dated for reference May 11, 2009, with each exchangeable
      share being exchangeable for one share of the Companys common
    stock.      

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

Transactions with Related Persons, Promoters and Certain
Control Persons

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

| | 1. | The Company entered into a letter of agreement dated
      March 26, 2007 to acquire 100% of the issued and outstanding common shares
      of Sky Harvest Windpower Corp. (Sky Harvest - Saskatchewan), a private
      Canadian company incorporated under the federal laws of Canada, in
      consideration for 17,340,516 restricted shares of the Companys common
      stock. The sole director of the Company is also the sole director and a
      principal shareholder of Sky Harvest - Saskatchewan. At the time of the
      acquisition, our former president, Chris Craddock, was also a director and
      officer of Sky Harvest  Saskatchewan. As well, Chris Craddock and Greg
      Yanke, two former directors of the Company, were controlling shareholders
      of Sky Harvest  Saskatchewan. Sky Harvest - Saskatchewan holds the rights
      to construct a wind power facility on approximately 15,500 acres of land
      located near the town of Birsay in Southwestern Saskatchewan.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | On July 13, 2009, the Company completed the acquisition
      of all of the issued and outstanding shares of Sky Harvest - Saskatchewan.
      Closing of the acquisition (the Transaction) was completed in accordance
      with the terms and conditions of the Share Exchange Agreement between the
      Company, Keewatin Windpower Inc., (ExchangeCo) a wholly owned subsidiary
      of the Company, Sky Harvest- Saskatchewan and all of the shareholders of
      Sky Harvest - Saskatchewan dated for reference May 11, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Pursuant to the terms of the Share Exchange Agreement,
      each shareholder of Sky Harvest - Saskatchewan received 1.5 shares in the
      capital of the Company for each one common share of Sky Harvest -
      Saskatchewan he or she held prior to closing. In exchange for all of the
      issued and outstanding shares of Sky Harvest- Saskatchewan, on July 13,
      2009 the Company issued a total of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

32

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| | (v)  | 720,000 shares of its common stock to Sky Harvest-
      Saskatchewan shareholders pursuant to Regulation S of the 1933 Act, each
      of whom represented that they were not a U.S. person as such term is
      defined in Regulation S of the 1933 Act; and                                                                                                                                                                                                                                                                                                                           
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vi) | 16,400,016 exchangeable shares of its subsidiary
      ExchangeCo, each of which is exchangeable into one share of the Company in
      accordance with the terms and conditions of the Share Exchange Agreement,
      the Voting and Exchange Trust Agreement and the Exchangeable Share Support
      Agreement entered into concurrently with the closing of the Transaction.
      The exchangeable shares were issued to Sky Harvest - Saskatchewan
      shareholders in order to minimize any adverse tax consequences for
      Canadian shareholders of Sky Harvest-
Saskatchewan.

| |    | In connection with the Transaction, the Company received
      a fairness opinion prepared by an independent valuator. Following closing
      of the Transaction, the Company had 13,332,000 shares of common stock
      issued and outstanding and 16,400,016 shares of its common stock reserved
      for issuance upon conversion of the exchangeable shares. Our director and
      officer of the Company received an aggregate of 4,666,500 exchangeable
      shares in connection with the transaction. The current director of the
      Company is also a director and officer of Sky Harvest -
    Saskatchewan.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 2. | The Company neither owns nor leases any real or personal
      property from a related person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 3. | During the year ended May 31, 2010, the Company paid
      $125,923 (year ended May 31, 2009 - $60,000) in management fees provided
      by a director and principal shareholder of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4. | During the year ended May 31, 2010, the Company paid
      $63,669 (year ended May 31, 2009 - $31,500) to a company controlled by a
      director and principal shareholder of the Company for management services.
      As at May 31, 2010, the Company has recognized prepaid management fees of
      $Nil paid to that company (May 31, 2009  $2,625).                                                                                                                                                                                                                                                                 

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

As a result of our limited operating history and limited
resources, our management believes that we may 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. As of the date of this report, our management does not
have such insurance.

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.

33

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Pension, Retirement or Similar Benefit PlansThere 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.

34

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

For the years ended May 31, 2010 and 2009, the aggregate fees
billed by Chang G. Park, CPA, PhD., for professional services rendered for the
audit of our annual consolidated financial statements included in our annual
report on Form 10-K were:

2010 $20,000 2009 $11,500

Audit Related Fees

For the years ended May 31, 2010 and 2009, 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:

2010 Nil 2009 Nil

Tax Fees

For the years ended May 31, 2010 and 2009, the aggregate fees
billed by Chang G. Park, CPA, PhD. for other non-audit professional services,
other than those services listed above, totalled:

2010 Nil 2009 Nil

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

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

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

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

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

35

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

Statements

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of May 31, 2010 and 2009Consolidated
Statements of Operations for the years ended May 31, 2010 and 2009 and for the
period since inception Consolidated Statements of Cash Flows for the years
ended May 31, 2010 and 2009 and for the period since inception Consolidated
Statement of Stockholders Equity for the years ended May 31, 2010 and 2009 and
for the period since inception Notes to the Consolidated Annual Financial
Statements

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

36

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EXHIBITS

|                                                                                                                                                |         |        |                    | Filed
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------ | ------------------ | -----
|                                                                                                                                                |         |        |                    | with 
|                                                                                                                                                |         |        |                    | this 
|                                                                                                                                                | Exhibit |        |                    | Form 
|Description                                                                                                                                     | No.     | Form   | Filing date        | 10-K 
|Articles of Incorporation and Bylaws                                                                                                            |         |        |                    |      
|Articles of Incorporation                                                                                                                       | 3.1     | SB-2   | July 14, 2005      |      
|Bylaws                                                                                                                                          | 3.2     | SB-2   | July 14, 2005      |      
|Certificate of designation                                                                                                                      | 3.3     | 8-K    | July 13, 2009      |      
|Instruments defining the rights of security
      holders                                                                                       |         |        |                    |      
|Form of Warrant Certificate for July 13,
      2007 Private Placement                                                                           | 4.1     | 10-QSB | January 14, 2008   |      
|Material Contractsmanagement contracts and
      compensatory plans                                                                            |         |        |                    |      
|Management Agreement between Keewatin Windpower Corp. and Christopher Craddock, dated March 1,
    2005                                         | 10.1    | SB-2   | July 14, 2005      |      
|Material Contractsfinancing
      agreements                                                                                                   |         |        |                    |      
|Form of Subscription Agreement for July 13, 2007 Private
      Placement for US Subscribers                                                     | 10.2    | 10-QSB | January 14, 2008   |      
|Form of Subscription Agreement for July 13,
      2007 Private Placement for Non-US Subscribers                                                 | 10.3    | 10-QSB | January 14, 2008   |      
|Material Contractsother                                                                                                                        |         |        |                    |      
|Consent to Entry/Right of Access Agreement
      between Keewatin Windpower Corp. and Edward and Charlotte Bothner, dated
      August 23, 2005 | 10.4    | SB-2   | September 29, 2005 |      
|Letter of Intent between Keewatin Windpower Corp. and Sky
      Harvest Windpower Corp. dated March 27, 2007                                    | 10.5    | 10-QSB | January 14, 2008   |      
|Loan Agreement between Sky Harvest
      Windpower Corp. and Keewatin Windpower Corp. dated September 23, 2008                                  | 10.6    | 10-QSB | January 14, 2009   |      
|Promissory Note of Sky Harvest Windpower Corp. dated
      September 23, 2008                                                                   | 10.7    | 10-QSB | January 14, 2009   |      
|Financial Communications and Strategic
      Consulting Agreement with Aspire Clean Tech Communications, Inc. dated
      February 23, 2009     | 10.8    | 8-K    | March 3, 2009      |      
|Promissory Note of Sky Harvest Windpower Corp. dated
      September 23, 2008                                                                   | 10.9    | 10-Q   | February 28, 2009  |      
|Loan Agreement between Sky Harvest
      Windpower Corp. and Keewatin Windpower Corp. dated January 28, 2009                                    | 10.10   | 10-Q   | February 28, 2009  |      
|Share exchange agreement between Keewatin Windpower Corp.
      and Sky Harvest Windpower Corp. dated May 11, 2009                              | 10.11   | 8-K    | July 10, 2009      |      

37

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|Exchangeable share support agreement
      between Keewatin Windpower Corp. and Keewatin Windpower Inc. dated May 11,
      2009                                                                              | 10.12 | 8-K  | July 10, 2009      |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---- | ------------------ | -
|Voting and exchange trust agreement between Keewatin
      Windpower Corp., Keewatin Windpower Inc. and Valiant Trust Company dated
      May 11, 2009                                                        | 10.13 | 8-K  | July 10, 2009      |  
|2010 Share Option plan                                                                                                                                                                                        | 10.14 | 8-K  | September 23, 2009 |  
|                                                                                                                                                                                                              |       |      |                    |  
|Code of Ethics                                                                                                                                                                                                |       |      |                    |  
|Code of Ethics                                                                                                                                                                                                | 14.1  | 10-K | August 31, 2009    |  
|                                                                                                                                                                                                              |       |      |                    |  
|List of subsidiaries of the Company                                                                                                                                                                           | 21.1  |      |                    | *
|                                                                                                                                                                                                              |       |      |                    |  
|Consent of Certified Public Accountant                                                                                                                                                                        | 23.1  |      |                    | *
|                                                                                                                                                                                                              |       |      |                    |  
|Certificates                                                                                                                                                                                                  |       |      |                    |  
|Certification Statement of the Chief
      Executive Officer and Chief Financial Officer pursuant to Section 302 of
      the Sarbanes- Oxley Act of 2002                                                     | 31.1  |      |                    | *
|                                                                                                                                                                                                              |       |      |                    |  
|Certification Statement of the Chief
      Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      Of 2002 | 32.1  |      |                    | *

38

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

SKY HARVEST WINDPOWER CORP.

/s/ William InyWilliam InyChief Executive
Officer and Chief Financial OfficerPrincipal Executive Officer, Principal
Accounting Officer and Principal Financial Officer Date: October 13,
2010

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:

/s/ William InyWilliam InyPresident, Chief
Executive Officer, Chief Financial Officer , President, Treasurer, Secretary,
and Director, Principal Executive Officer, Principal Accounting Officer and
Principal Financial Officer Date: October 13, 2010

39

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