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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,
2009or

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

For the transition period from ______________________ to
______________________

Commission file number: 000-52410

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

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

617-666 Burrard Street, Vancouver, BC, Canada V6C
3P6(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

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

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

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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, 2008 as reported for such date
by the OTC Bulletin Board was approximately $ 4,213,000. 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.

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

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
29,732,016shares of common stock are issued and outstanding as of August
14, 2009 (including 16,400,016 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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KEEWATIN WINDPOWER CORPForm 10-K for the year ended May
31, 2009

Table of Contents

|                 | PART
      I                                                                                                            
|---------------- | ------------------------------------------------------------------------------------------------------------------------
|ITEM
      1     | BUSINESS                                                                                                                
|ITEM
      1A    | RISK
      FACTORS                                                                                                      
|ITEM
      1B    | UNRESOLVED
      STAFF COMMENTS                                                                                         
|ITEM
      2     | PROPERTIES                                                                                                              
|ITEM
      3     | LEGAL
      PROCEEDINGS                                                                                                 
|ITEM
      4     | SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                               
|                 |                                                                                                                         
|                 | PART
      II                                                                                                           
|ITEM
      5     | MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
|ITEM
      6     | SELECTED
      FINANCIAL DATA                                                                                           
|ITEM
      7     | MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                             
|ITEM
      7A    | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                        
|ITEM
      8     | CONSOLIDATED
      ANNUAL FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                   
|ITEM
      9     | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE                        
|ITEM
      9A(T) | CONTROLS
      AND PROCEDURES                                                                                           
|ITEM
      9B    | OTHER
      INFORMATION                                                                                                 
|                 |                                                                                                                         
|                 | PART
      III                                                                                                          
|ITEM
      10    | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                            
|ITEM
      11    | EXECUTIVE
      COMPENSATION                                                                                            
|ITEM
      12    | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS              
|ITEM
      13    | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                         
|ITEM
      14    | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                            
|                 |                                                                                                                         
|                 | PART
      IV                                                                                                           
|ITEM
      15    | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                           
|                 | SIGNATURES                                                                                                              

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 Keewatin mean Keewatin Windpower Corp.

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

Per 1 US DollarAverage for 2009
    C$ 1.16Rate at May 31, 2009
    C$ 1.09


2

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PART I

ITEM 1. BUSINESS

Corporate Overview

We are a development stage company in the business of
electrical power generation through the use of wind energy. We have not
generated any revenue from operations since our incorporation. We do not
anticipate earning any revenue until we have completed environmental assessment
on our properties, secured a power purchase agreement, 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 in the State of Nevada on February 25,
2005. Our resident agent is Empire Stock Transfer Inc., 2470 Saint Rose Parkway,
Suite 304, Henderson, NV, 89704. We are a United States reporting public
company, and our shares are quoted on the FINRA OTC Bulletin Board under the
symbol KWPW. Our head office is in Vancouver, Canada.

Our Business

Keewatin Windpower Corp. intends to become a wind energy
electrical generation company, known in the industry as an Independent Power
Producer (IPP). The Company intends to develop wind power projects in the range
of 100 to 150 megawatt capacity. A megawatt (MW) is a unit of electrical power
equal to one million watts. As of the date of this report, following the
acquisition of Sky Harvest Windpower Corp., (see Significant Corporate
Developments, below), the Company intends to develop two wind power facilities
in Saskatchewan, Canada.

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

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

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

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

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

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

3

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The Company has decided to develop wind power projects in the
southwest region of the Canadian province of Saskatchewan due to the area's
identified wind potential, the provincial government's acceptance of wind power
projects and ease of access to the electricity transmission grid. The Company
also decided to focus on Saskatchewan due to its Open Access Transmission Tariff
(OATT), which allows independent power producers to transmit electricity via the
province's electrical grid throughout Saskatchewan and to neighbouring
jurisdictions. The OATT is expected to enable the Company to potentially access
a broader base of customers for any electricity the Company may generate.

As of the date of this report, there are three wind power
projects operating in Saskatchewan.

In 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 located in southwestern
Saskatchewan. The Company erected a tower on the property in early October 2005
and commenced the gathering of wind data. Any and all data gathered is 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 erection of wind power generation
facility, also known as a wind farm.

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 centres, and less than five miles (8 kilometers) from the nearest
provincial electricity transmission line.

As of the date of this report, the Company has commenced
initial negotiations with the land owners to acquire the rights to erect wind
turbines at identified locations; however, no land use agreements have been
concluded. There is no assurance that the Company will be able to acquire the
necessary rights on terms acceptable to the Company.

Following the acquisition of Sky Harvest Windpower Inc. (see
Recent Corporate Developments, below), Management has decided to prioritize the
Sky Harvest project as the resource study, engineering and environment
assessment are in advanced stages as compared to Keewatin project. The Company
will continue to move forward on the Keewatin project using the same assessment
and development protocols as were established in the Sky Harvest project.

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

- Enter into lease agreements with land owners in proximity to the study
  tower,
- Enter into agreements for the purchase and sale of the electric power to
  be generated by the turbines,
- Arrange the equity and debt financing to finance the purchase of the
  turbines,
- Purchase and erect turbines on the property and
- Arrange for the connection of the turbines to provincial electricity
  transmission grid, and
- Commence the generation of electricity.

4

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The company has prepared initial estimates of the cost of
building and operating the facility. Project costs have risen with the global
increase in commodity prices, and as of the date of this report, are expected to
be in the range of $2.5million - $2.8 million per MW, based on 2009 costs.
Turbine prices are affected by increases in the costs of steel and
transportation, and supply and demand factors. Cost estimates are likely to
increase again before project construction commences. Management expects that
project cost increases will be considered in the final determination of prices
in a future PPA to be negotiated.

Recent Corporate Developments

During our fiscal year ended May 31, 2009, we have experienced
the following significant corporate developments:

| | 1. | Loan agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | On September 23, 2008, the Company entered into a loan
      agreement with Sky Harvest Windpower Corp. (Sky Harvest) pursuant to
      which it lent Sky Harvest $100,000. The loan is non-interest bearing,
      unsecured and due on September 22, 2009. On January 28, 2009, the Company
      entered into a second loan agreement with Sky Harvest to lend Sky Harvest
      a further $100,000. This additional loan is also non-interest bearing and
      unsecured, and is due on January 28, 2010. On April 23, 2009, the Company
      entered into the third loan agreement with Sky Harvest to lend Sky Harvest
      an additional $80,000. This loan is also non-interest bearing and
      unsecured, and is due on April 23, 2010.                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. | 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), a private Canadian company
      incorporated under the laws of British Columbia, in consideration for
      17,343,516 restricted shares of the Companys common stock. The directors
      of the Company are also directors and principal shareholders of Sky
      Harvest. Sky Harvest holds the rights to construct a wind power facility
      on approximately 8,500 acres of land located near the town of Birsay in
      Southwestern Saskatchewan and is in negotiation to acquire the rights to
      erect turbines on a further 5,000 acres of land. The proposed project is
      accessible by existing roads and within 2 miles (4 kilometers) of the
      nearest provincial electricity transmission line.The acquisition of Sky
      Harvest was completed on July 13, 2009 (see Subsequent Events,
    below).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On July 13, 2009 Keewatin Windpower Corp. (Keewatin)
      completed the acquisition of all of the issued and outstanding shares of
      Sky Harvest Windpower Corp (Sky Harvest). Sky Harvest is a private
      company incorporated under the laws of Canada in the business of wind
      power generation. Closing of the acquisition (the Transaction) was
      completed in accordance with the terms and conditions of the Share
      Exchange Agreement between Keewatin, Keewatin Windpower Inc., a wholly
      owned subsidiary of Keewatin (ExchangeCo), Sky Harvest and all of the
      shareholders of Sky Harvest dated for reference May 11,
  2009.                                                                                                                                                                                                                                                                                                                                                 

5

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Pursuant to the terms of the Share
Exchange Agreement, each shareholder of Sky Harvest received 1.5 shares in the
capital of Keewatin for each 1 common share of Sky Harvest they held prior to
closing. In exchange for all of the issued and outstanding shares of Sky
Harvest, on July 13, 2009 Keewatin issued a total of:

| | (i)   | 220,500 shares of its common stock to Sky Harvest
      Shareholders resident in the U.S. pursuant to Rule 506 of Regulation D of
      the Securities Act of 1933 (the 1933 Act), each of whom represented that
      they were an accredited investor as such term is defined in Regulation
      D;                                                                                                                                                                                                                                                  
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)  | 720,000 shares of its common stock to Sky Harvest
      shareholders pursuant to Regulation S of the 1933 Act, each of whom
      represented that they were not a U.S. person as such term is defined in
      Regulation S of the 1933 Act; and                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii) | 16,400,016 exchangeable shares of its subsidiary
      ExchangeCo, each of which is exchangeable into one share of Keewatin 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 shareholders in order
      to minimize any adverse tax consequences for Canadian shareholders of Sky
      Harvest.

In connection with the Transaction,
Keewatin received a fairness opinion prepared by an independent valuator.
Following closing of the Transaction, Keewatin has 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. Current directors and
officers of Keewatin received an aggregate of 9,166,500 exchangeable shares in
connection with the transaction. The current directors of Keewatin are also
directors, officers and shareholders of Sky Harvest.

Sky Harvest commenced the collection
of wind data in October 2005. 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.

As of the date of this report, Sky Harvest
  has commenced the process of completing the necessary environmental assessment
  and permitting of the property. At the initiation of the project Sky Harvest
  committed to involve the community in the development process and has fully
  briefed local council members on the details of the proposed development. The
  local municipal authority responded positively to the proposed project and voted
  unanimously to amend a by-law allowing wind power development in the Rural Municipality.
  As of the date of this report, Sky Harvest has commenced initial discussions
  regarding the potential sale of electricity that would be generated by the wind
  power facility, but has not applied for any government permits or approvals.

6

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Financial Communications and Strategic
  Consulting AgreementOn February 23, 2009 we entered into a Financial Communications and
  Strategic Consulting Agreement with Aspire Clean Tech Communications, Inc. Pursuant
  to the terms of the consulting agreement Aspire agreed to assist us in developing
  an ongoing stock market communication system, handle investor requests for timely
  information, respond to investor inquiries and update the shareholder database
  accordingly. In consideration of the services to be provided by Aspire under
  the consulting agreement we agreed to pay Aspire $5,000 per month during the
  term of the agreement and issue to Aspire 15,000 restricted shares of our common
  stock, subject to compliance with applicable securities laws. In the event that
  we receive equity or debt funding of $3,000,000 or more through a source introduced
  to us by Aspire, the parties agree to extend the consulting agreement by an
  additional year automatically at rate of either $8,500 monthly and 50,000 shares
  of our common stock or $7,500 monthly and 80,000 shares of our common stock,
  subject to compliance with applicable securities laws. The initial term of the
  consulting agreement commenced on February 24, 2009 until July 5, 2009. The
  consulting agreement is governed by the laws of the State of California.

Participation in the
Saskatchewan Wind Power Integration and Development studyIn 2008,
SaskPower, the Crown Corporation power utility in Saskatchewan, announced the
launch of an initiative to examine the potential impact of wind power on the
provincial energy plan. The study is expected to address the timing, ownership
and procurement process for new wind power projects in Saskatchewan.

At the invitation of Saskpower, the
Company provided the Keewatin project wind data to the consulting engineering
firm who conducted the study on behalf of the Saskpower. Sky Harvest also
provided wind data for the study. The study has been completed and the Company
is awaiting the publication of the report and the utilitys wind power
integration plan.

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 current 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 are able to generate and supply
electricity to customers at lower prices.

The Company's competitive advantage is expected to be providing
electricity generated without greenhouse gas emissions. 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 in the absence of public policy initiatives to mandate alternative
energy sources, fossil fuel prices remain low and 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.

Principal SuppliersWind, the fuel that drives a
wind power generating plant is, by definition, free and inexhaustible. The major
categories of cost categories of 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.

7

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Distribution methods of the products or servicesThe
Company intends to sell any electricity produced to a public utility located in
the province of Saskatchewan, or in the neighbouring provinces of Alberta or
Manitoba, or in the state of North Dakota. As of the date of this report, the
Company has not entered into any discussions with potential power purchasers and
there is no assurance that an agreement will be reached on terms acceptable to
the Company.

Power Purchase Agreement and Dependence on Major CustomersFollowing completion of the wind resource study, the Company intends to
enter into an agreement, known as a Power Purchase Agreement (PPA), to sell the
electricity that will be generated from the proposed wind power project. PPS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.

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

If the Company is to reach a power purchase agreement with a
third party, it then intends to undertake the construction of a wind power
project on the property. Banks and other lenders will typically finance up to
75% of wind power construction costs subject to review of the wind assessment
data and the power purchase agreement. The lender will ensure the project has
sound fiscal parameters necessary to be profitable, namely the price to be
received per megawatt hour and the number of megawatts of rated capacity. The
Company has not had any specific communications with any representative of a
debt financing institution regarding the proposed wind power project.

Typical power purchase agreements 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 dependant 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.

8

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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
two directors, one of whom 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 the
all the work necessary to advance the Companys projects. Employees will be
engaged as and when the Companys activities warrant same.

9

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Plan of operations  year ending May 31, 2010

During the fiscal year ending May 31, 2010 the Company intends
to achieve the following business objectives:

Corporate activities

- Change the name of the Company from Keewatin Windpower Corp. to Sky
  Harvest Windpower Corp. and change the name of Sky Harvest Windpower Corp. to
  a name to be determined.

Keewatin project

- Complete a Wind Resource Report and Assessment, using wind data collected
  on the site from October 2005 to date,
- begin assessment of potential environmental impacts of the proposed
  project

Sky Harvest project

- Continue to monitor wind data and update the Wind Resource Report and Assessment accordingly,
- Complete the site engineering design and begin the permit process for construction,
- Prepare and submit application for environmental approvals to the Canadian Federal Government and to the provincial authority, SaskEnvironment,
- Continue the Community Development programme to provide residents in the area with information on the project, and to allow for comments and mitigation,
- Complete the requirement to consult with First Nations,
- If requested, complete and submit a proposal for PPA in the format required by the Saskatchewan utility
- If the Company’s PPA proposal is successful
    Select a turbine supplier and commence negotiations for a turbine supply agreement,
      Obtain equity and debt financing for the purchase of the turbines and the construction of the site infrastructure and connection to the transmission grid.
- Select a turbine supplier and commence negotiations for a turbine supply agreement,
- Obtain equity and debt financing for the purchase of the turbines and the construction of the site infrastructure and connection to the transmission grid.

As of the date of this report, there is no assurance that the
Saskatchewan utility will issue a power call, and if a power call is issued,
there is no assurance that the Company will be successful in negotiating a PPA
for the full capacity of the project.

Management believes that the Company has sufficient resources
to complete the plan of operations as set out above. The Company will also
finance any additional cash requirements, if necessary, through further 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).

10

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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
$480,000 on administrative costs, including management fees payable to our
President and Directors, 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 $240,000 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 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 primarily
in organizational activities and wind assessment of the Saskatchewan property on
which we have erected a meteorological tower.

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

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

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

11

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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 our wind farm. Climatic weather
patterns, whether seasonal or for an extended period of time, resulting in
lower, inadequate and/or inconsistent wind speed to propel the wind turbines may
render our wind parks incapable of generating adequate, or any, electrical
energy.

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

If we cannot find a party 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 purchaser for any electricity that we produce on acceptable terms.
Without a purchaser for electricity from a property, we will not be able to
proceed with our business plan.

Because all of our assets and a majority of our directors
and officers are located in Canada, U.S. residents' enforcement of legal process
may be difficult.All of our officers and directors reside in
Canada. As well, all of our assets are located in Canada. Accordingly, service
of process upon our company, or upon individuals related to Keewatin, may be
difficult or impossible to obtain within the United States. As well, any
judgment obtained in the United States against us may not be collectible within
the United States.

Risks Related to our Common Stock

A decline in the price of our common stock could affect
  our ability to raise further working capital, it may adversely impact our ability
  to continue operations and we may go out of business.A prolonged decline in the price of our common stock could result in
  a reduction in the liquidity of our common stock and a reduction in our ability
  to raise capital. Because we may attempt to acquire a significant portion of
  the funds we need in order to conduct our planned operations through the sale
  of equity securities, a decline in the price of our common stock could be detrimental
  to our liquidity and our operations because the decline may cause investors
  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.

12

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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.

13

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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 617-666 Burrard
Street, Vancouver, BC, Canada V6C 3P6. The property we rent is 300 square feet
in total and the annual rental is $2,000. We believe our current head office
space is sufficient for our current operations.

Other than an agreement with the landowners which provides the
right to erect a meteorological tower on certain land located in south-western
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.

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PART II

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

Market information

Our common stock is quoted on the OTC Bulletin Board under the
symbol KWPW. The following table shows the quarterly range of high and low bid
information for our common stock over the fiscal quarters for the last two
fiscal years as quoted on the OTC Bulletin Board. The bid prices represent
quotations by dealers without adjustments for retail mark-ups, mark-downs or
commissions and may not represent actual transactions. Investors should not rely
on historical prices of our common stock as an indication of its future price
performance. The last sale price of our common stock on August 27, 2009, was
$0.41 per share.

Quarter Ended
    Bid High
    Bid LowAugust 31, 2007
    $ 2.10
    $ 1.40November 30, 2007
    $ 1.95
    $ 1.47February 29, 2008
    $ 1.74
    $ 0.75May 31, 2008
    $ 1.90
    $ 1.01August 31, 2008
    $ 1.58
    $ 0.55November 30, 2008
    $ 1.20
    $ 0.65February 29, 2009
    $ 0.95
    $ 0.48May 31, 2009
    $ 1.01
    $ 0.51


Transfer AgentThe transfer agent and registrar for
our common stock is

Empire Stock Transfer Inc. 2470
Saint Rose Parkway, Suite 304 Henderson, NV 89074 Phone: 702.818.5898
Fax: 702.974.1444 web: www.empirestock.com.

Holders of Common StockAs of August 27, 2009, we
have 85 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.

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Recent Sales of Unregistered Securities; Use of Proceeds from
  Registered Securities 
  Other than as previously disclosed in our periodic filings pursuant to the Exchange
  Act during the fiscal year ended May 31, 2009, we did not sell any equity securities
  that were not registered under the Securities Act of 1933.

On July 13, 2009 Keewatin Windpower Corp.
  (Keewatin) completed the acquisition of all of the issued and outstanding
  shares of Sky Harvest Windpower Corp (Sky Harvest). Sky Harvest
  is a private company incorporated under the laws of Canada in the business of
  wind power generation. Closing of the acquisition (the Transaction)
  was completed in accordance with the terms and conditions of the Share Exchange
  Agreement between Keewatin, Keewatin Windpower Inc., a wholly owned subsidiary
  of Keewatin (ExchangeCo), Sky Harvest and all of the shareholders
  of Sky Harvest dated for reference May 11, 2009.

Pursuant to the terms of the Share
Exchange Agreement, each shareholder of Sky Harvest received 1.5 shares in the
capital of Keewatin for each 1 common share of Sky Harvest they held prior to
closing. In exchange for all of the issued and outstanding shares of Sky
Harvest, on July 13, 2009 Keewatin issued a total of:

| | (i)   | 220,500 shares of its common stock to Sky Harvest
      Shareholders resident in the U.S. pursuant to Rule 506 of Regulation D of
      the Securities Act of 1933 (the 1933 Act), each of whom represented that
      they were an accredited investor as such term is defined in Regulation
      D;                                                                                                                                                                                                                                                  
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)  | 720,000 shares of its common stock to Sky Harvest
      shareholders pursuant to Regulation S of the 1933 Act, each of whom
      represented that they were not a U.S. person as such term is defined in
      Regulation S of the 1933 Act; and                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii) | 16,400,016 exchangeable shares of its subsidiary
      ExchangeCo, each of which is exchangeable into one share of Keewatin 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 shareholders in order
      to minimize any adverse tax consequences for Canadian shareholders of Sky
      Harvest.

In connection with the Transaction,
Keewatin received a fairness opinion prepared by an independent valuator.
Following closing of the Transaction, Keewatin has 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. Current directors and
officers of Keewatin received an aggregate of 9,166,500 exchangeable shares in
connection with the transaction. The current directors of Keewatin are also
directors, officers and shareholders of Sky Harvest.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

None.

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, 2009. 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, 2009 which
are included herein.

|                             |   | Year Ended |   |   | Increase/(Decrease) |  
|---------------------------- | - | ---------- | - | - | ------------------- | -
|                             |   | May 31,    |   |   | May 31,             |  
|                             |   | 2009       |   |   | 2008                |  
|Revenue                      | $ | 0          |   | $ | 0                   |  
|Expenses                     |   | 356,933    |   |   | 319,485             |  
|Interest and Dividend Income |   | (15,200    | ) |   | (62,655             | )
|Net Loss                     | $ | 341,733    |   | $ | 256,830             |  

Revenues 
  We recorded a net operating loss of $341,733 for the twelve months ended May
  31, 2009 and have an accumulated deficit of $1,103,854 since inception. We have
  had no operating revenues since our inception on February 25, 2005 through to
  the period ended May 31, 2008. We do not anticipate that we will generate any
  revenues during the period in which we are a development stage company.

17

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ExpensesOur expenses for the years ended May 31,
2009 and 2008 are outlined below:

|                            |   | Year Ended |  |   | Increase/Decrease | 
|--------------------------- | - | ---------- |  | - | ----------------- | 
|                            |   | May 31,    |  |   | May 31,           | 
|                            |   | 2009       |  |   | 2008              | 
|Consulting fees             | $ | 155,664    |  | $ | 24,825            | 
|Engineering and development |   | 11,497     |  |   | 89,801            | 
|Management fees             |   | 91,500     |  |   | 88,750            | 
|Professional fees           |   | 87,319     |  |   | 72,814            | 
|General and administrative  |   | 10,953     |  |   | 43,295            | 
|Total Operating Expenses    | $ | 356,933    |  | $ | 319,485           | 

Consulting fees increased by $130,839 from $24,825 in the year
ended May 31, 2008 to $154,664 in the year ended May 31, 2009. The Company
incurred additional costs of $31,500 in connection with the acquisition of Sky
Harvest Windpower Inc. (Sky Harvest). Investor relations expenses increased by
$96,060 in the year ended May 31, 2008 as compared with the year ended May 31,
2009. The Company incurred an additional $3,279 in secretarial and other
services provided on an as-required basis in the year ended May 31, 2009; as
compared with the year ended May 31, 2008.

Engineering and development expenses decreased by $78,304 from
$89,801 in the year ended May 31, 2008 to $11,497 in the year ended May 31,
2009. The expense recorded during the year ended May 31, 2008 included a
one-time charge of $78,750 from Sky Harvest for engineering and development
costs incurred by Sky Harvest on behalf of the Company in prior periods. After
accounting for this one-time charge, engineering and development expenses
increased by $446 in the year ended May 31, 2009 as compared with the year ended
May 31, 2008.

Management fees for the year ended May 31, 2009 increased by
$2,750 from $88,750 for the year ended May 31, 2008 to $91,500 for the year
ended May 31, 2008 as the Companys current directors assumed a greater workload
during the 2009 fiscal year following the resignations of the third director and
the Companys Chief Financial Officer during the year ended May 31, 2008.

Professional fees increased by $14,505 from $72,814 in the year
ended May 31, 2008 to $87,319 in the year ended May 31, 2009 due to additional
legal costs incurred in connection with the acquisition of Sky Harvest.

General and administrative expenses decreased by $32,342 from
  $43,295 in the year ended May 31, 2008 to $10,953 in the year ended May 31,
  2009, due to reductions in travel and entertainment, conferences and casual
  labour costs. These reductions were offset by an increase in rent expense. During
  the year ended May 31, 2009 the Company incurred $3,079 in foreign exchange
  losses as compared with $342 in the year ended May 31, 2008.

18

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Liquidity and Capital Resources 
  Our financial condition for the year ended May 31, 2009 and 2008 and the changes
  between those periods for the respective items are summarized as follows:

Working Capital

|                    |   | Year Ended |  |   | Increase/Decrease | 
|------------------- | - | ---------- |  | - | ----------------- | 
|                    |   | May 31,    |  |   | May 31,           | 
|                    |   | 2009       |  |   | 2008              | 
|Current Assets      | $ | 984,877    |  | $ | 1,372,367         | 
|Current Liabilities |   | 7,075      |  |   | 65,209            | 
|Working Capital     | $ | 977,802    |  | $ | 1,307,158         | 

The decrease of $329,356 in our working capital from $1,307,158
as of May 31, 2008, to $977,802 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 |   |   | Increase/Decrease |  
|-------------------------------- | - | ---------- | - | - | ----------------- | -
|                                 |   | May 31,    |   |   | May 31,           |  
|                                 |   | 2009       |   |   | 2008              |  
|Cash Flows (used in) Operating   |   |            |   |   |                   |  
|Activities                       | $ | (663,418   | ) | $ | (257,069          | )
|Cash Flows provided by (used in) |   |            |   |   |                   |  
|Investing Activities             |   | 698,696    |   |   | (1,354,054        | )
|Cash Flows provided by           |   |            |   |   |                   |  
|Financing Activities             |   | 0          |   |   | 1,163,249         |  
|Net increase (decrease) in cash  |   |            |   |   |                   |  
|during year                      | $ | 35,278     |   | $ | (447,874          | )

Cash Used In Operating ActivitiesDuring the year
ended May 31, 2009 we used net cash in operating activities in the amount of
$663,418 (year ended May 31, 2008 - $257,069). The cash was used to fund our
corporate activities and operations on our wind power project, and settle
outstanding accounts payable.

Cash provided by (used in) investing activitiesDuring the year ended May 31, 2009 we redeemed $700,000 of our short
term investments and acquired wind tower equipment at a cost of $1.304, (year
ended May 31, 2008: invested $1,350,000 in short-term investments and acquired
computer equipment at a cost of $4,504).

Cash from Financing ActivitiesWe did not undertake
any financing activities during the year ended May 31, 2009. We received net
cash from financing activities in the amount of $1,163,249 during the year ended
May 31, 2008.

19

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Future FinancingsWe recorded a net operating loss
of $341,733 for the twelve months ended May 31, 2009 and have an accumulated
deficit of $1,103,854 since inception. As of August 27, 2009 we had cash and
short term investments totaling $600,000 (May 31, 2009 - $689,962, May 31, 2008
- $1,367,367).

As of the date of this report, management anticipates that we
will require at least $720,000 to fund our corporate operations and proposed
exploration program for the next 12 months. Accordingly we do not 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 balance of
the anticipated costs for the next 12 months. Until such financing is arranged,
we intend to rely on the proceeds of a financing concluded in July, 2007 for net
proceeds of approximately $1,163,000 to cover the cost of operations before the
erection of wind turbines.. Accordingly, 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 event

Acquisition of Sky Harvest Windpower CompanyOn July
13, 2009, the Company acquired 100% of the issued and outstanding common shares
of Sky Harvest Windpower Corp. ("Sky Harvest") a private Canadian company
incorporated under the laws of British Columbia. Sky Harvest holds the rights to
construct a wind power facility on approximately 8,500 acres of land located in
Southwestern Saskatchewan.

In order to acquire a 100% interest in Sky Harvest, the Company
issued a total of 17,343,516 restricted shares of common stock to the
shareholders of Sky Harvest, equating to 1.5 shares of common stock in the
capital of the Company for every issued common share of Sky Harvest. The
acquisition was subject to Sky Harvest completing an audit of its financial
statements, and shareholders of both companies approving the acquisition
agreement. The directors of the Company are also directors and principal
shareholders of Sky Harvest.

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 2008, the Financial Accounting Standards Board (FASB)
issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities.
FSP EITF 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting, and therefore need
to be included in the computation of earnings per share under the two-class
method as described in FASB Statement of Financial Accounting Standards No. 128,
Earnings per Share. FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Companys financial statements.

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

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS 162 identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a
material effect on the Companys financial statements.

In March 2008, FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years beginning after November 15, 2008, with early
adoption encouraged. The Company is currently evaluating the impact of SFAS No.
161 on its financial statements, and the adoption of this statement is not
expected to have a material effect on the Companys financial statements.

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

21

---

In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements Liabilities
an Amendment of ARB No. 51. This statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.

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

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

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not applicable

22

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|                                                                                                                                         | Page
|---------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                         |     
|Report
      of Independent Registered Public Accounting Firm                                                                            | 24  
|                                                                                                                                         |     
|Consolidated
      Balance Sheets as of May 31, 2009 and 2008                                                                            | 25  
|                                                                                                                                         |     
|Consolidated
      Statements of Operations for the years ended May 31, 2009 and 2008, and
      for the period since inception          | 26  
|                                                                                                                                         |     
|Consolidated
      Statements of Cash Flows for the years ended May 31, 2009 and 2008, and
      for the period since inception          | 27  
|                                                                                                                                         |     
|Consolidated
      Statement of Stockholders Equity for the years ended May 31, 2009 and
      2008, and for the period since inception | 28  
|                                                                                                                                         |     
|Notes
      to the Consolidated Annual Financial Statements                                                                              | 30  

23

---

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

Report of Independent Registered Public Accounting
Firm

To the Board of Directors and
StockholdersKeewatin Windpower Corp.

We have audited the accompanying balance sheets of Keewatin
Windpower Corp. (the Company) as of May 31, 2009 and 2008 and the related
statements of operation, changes in shareholders equity and cash flows for the
years then ended and for the period August 26, 1998 (inception) to May 31, 2009.
These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial positions of Keewatin
Windpower corp. as of May 31, 2009 and 2008, and the results of its operation
and its cash flows for the years then ended and for the period August 26, 1998
(inception) to May 31, 2009 in conformity with U.S. generally accepted
accounting principles.

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



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

August 20, 2009 San Diego, CA

24

---

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

|                                                 |  | May 31,    |   |  | May 31,   |  
|------------------------------------------------ |  | ---------- | - |  | --------- | -
|                                                 |  | 2009       |   |  | 2008      |  
|                                                 |  | $          |   |  | $         |  
|                                                 |  |            |   |  |           |  
|ASSETS                                           |  |            |   |  |           |  
|                                                 |  |            |   |  |           |  
|Current Assets                                   |  |            |   |  |           |  
|                                                 |  |            |   |  |           |  
|Cash and cash
      equivalents                  |  | 36,589     |   |  | 1,311     |  
|Short term investment                            |  | 658,373    |   |  | 1,366,056 |  
|Prepaid expenses                                 |  | 9,915      |   |  | 5,000     |  
|Note receivable (Note 5)                         |  | 280,000    |   |  |          |  
|                                                 |  |            |   |  |           |  
|Total Current Assets                             |  | 984,877    |   |  | 1,372,367 |  
|                                                 |  |            |   |  |           |  
|Property and
      equipment, net (Note 4)       |  | 8,851      |   |  | 14,478    |  
|                                                 |  |            |   |  |           |  
|Total Assets                                     |  | 993,728    |   |  | 1,386,845 |  
|                                                 |  |            |   |  |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY             |  |            |   |  |           |  
|                                                 |  |            |   |  |           |  
|Liabilities                                      |  |            |   |  |           |  
|                                                 |  |            |   |  |           |  
|Accounts payable                                 |  | 1,045      |   |  | 6,512     |  
|Accrued liabilities                              |  | 6,030      |   |  | 13,597    |  
|Management fees payable (Note 6)                 |  |           |   |  | 45,100    |  
|                                                 |  |            |   |  |           |  
|Total Liabilities                                |  | 7,075      |   |  | 65,209    |  
|                                                 |  |            |   |  |           |  
|Contingencies (Note 1 and 7)                     |  |            |   |  |           |  
|                                                 |  |            |   |  |           |  
|Stockholders Equity                             |  |            |   |  |           |  
|                                                 |  |            |   |  |           |  
|Preferred Stock:                                 |  |            |   |  |           |  
|Authorized: 10,000,000 shares, $0.001 par value  |  |            |   |  |           |  
|Issued and outstanding:
      None               |  |           |   |  |          |  
|                                                 |  |            |   |  |           |  
|Common Stock: (Note 8)                           |  |            |   |  |           |  
|Authorized: 100,000,000 shares, $0.001 par value |  |            |   |  |           |  
|Issued and outstanding:
      12,391,500 shares  |  |            |   |  |           |  
|(May 31,
      2008  12,391,500 shares)         |  | 12,391     |   |  | 12,391    |  
|                                                 |  |            |   |  |           |  
|Additional paid-in capital                       |  | 2,071,366  |   |  | 2,071,366 |  
|                                                 |  |            |   |  |           |  
|Common stock subscribed (Note 7)                 |  | 6,750      |   |  |          |  
|                                                 |  |            |   |  |           |  
|Deficit accumulated during the development stage |  | (1,103,854 | ) |  | (762,121  | )
|                                                 |  |            |   |  |           |  
|Total Stockholders Equity                       |  | 986,653    |   |  | 1,321,636 |  
|                                                 |  |            |   |  |           |  
|Total Liabilities and Stockholders Equity       |  | 993,728    |   |  | 1,386,845 |  

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

25

---

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

|                                                    |  | Accumulated from    |   |  |            |   |  |            |  
|--------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ---------- | -
|                                                    |  | February 25, 2005   |   |  |            |   |  |            |  
|                                                    |  | (Date of Inception) |   |  | Year       |   |  | Year       |  
|                                                    |  | To                  |   |  | Ended      |   |  | Ended      |  
|                                                    |  | May 31,             |   |  | May 31,    |   |  | May 31,    |  
|                                                    |  | 2009                |   |  | 2009       |   |  | 2008       |  
|                                                    |  | $                   |   |  | $          |   |  | $          |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Expenses                                            |  |                     |   |  |            |   |  |            |  
|Consulting fees                                     |  | 183,623             |   |  | 155,664    |   |  | 24,825     |  
|Engineering and development                         |  | 118,722             |   |  | 11,497     |   |  | 89,801     |  
|Management fees (Note 6(b) and
      6(c))          |  | 337,193             |   |  | 91,500     |   |  | 88,750     |  
|Professional fees                                   |  | 165,528             |   |  | 87,319     |   |  | 72,814     |  
|General and administrative                          |  | 386,133             |   |  | 10,953     |   |  | 43,295     |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Operating loss                                      |  | 1,191,199           |   |  | 356,933    |   |  | 319,485    |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Other Income                                        |  |                     |   |  |            |   |  |            |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Interest income                                     |  | (87,345             | ) |  | (15,200    | ) |  | (62,655    | )
|                                                    |  |                     |   |  |            |   |  |            |  
|Net loss                                            |  | 1,103,854           |   |  | 341,733    |   |  | 256,830    |  
|                                                    |  |                     |   |  |            |   |  |            |  
|Net loss per common share  basic and diluted       |  |                     |   |  | (0.03      | ) |  | (0.02      | )
|                                                    |  |                     |   |  |            |   |  |            |  
|Weighted average number of common stock outstanding |  |                     |   |  | 12,392,000 |   |  | 12,145,000 |  

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

26

---

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

|                                                       |  | Accumulated       |   |  |           |   |  |            |  
|------------------------------------------------------ |  | ----------------- | - |  | --------- | - |  | ---------- | -
|                                                       |  | from February     |   |  |           |   |  |            |  
|                                                       |  | 25, 2005 (Date of |   |  |           |   |  |            |  
|                                                       |  | Inception)        |   |  | Year      |   |  | Year       |  
|                                                       |  | To                |   |  | Ended     |   |  | Ended      |  
|                                                       |  | May 31,           |   |  | May 31,   |   |  | May 31,    |  
|                                                       |  | 2009              |   |  | 2009      |   |  | 2008       |  
|                                                       |  | $                 |   |  | $         |   |  | $          |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Operating activities                                   |  |                   |   |  |           |   |  |            |  
|Net loss for the period                                |  | (1,103,854        | ) |  | (341,733  | ) |  | (256,830   | )
|                                                       |  |                   |   |  |           |   |  |            |  
|Adjustments to reconcile net loss to net cash used     |  |                   |   |  |           |   |  |            |  
|in operating activities:                               |  |                   |   |  |           |   |  |            |  
|Depreciation                                           |  | 13,265            |   |  | 2,876     |   |  | 5,512      |  
|Stock-based compensation                               |  | 370,468           |   |  | 4,960     |   |  |           |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Changes in operating assets and
      liabilities:     |  |                   |   |  |           |   |  |            |  
|Prepaid expenses                                       |  | (8,125            | ) |  | (3,125    | ) |  | (5,000     | )
|Accrued
      interest                                 |  | (8,373            | ) |  | 7,683     |   |  | (16,056    | )
|Accounts payable and
      accrued liabilities         |  | 7,075             |   |  | (8,979    | ) |  | 15,305     |  
|Note
      receivable                                  |  | (280,000          | ) |  | (280,000  | ) |  |           |  
|Management fees payable                                |  |                  |   |  | (45,100   | ) |  |           |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Net cash flows
      used in operating activities      |  | (1,009,544        | ) |  | (663,418  | ) |  | (257,069   | )
|                                                       |  |                   |   |  |           |   |  |            |  
|Investing activities                                   |  |                   |   |  |           |   |  |            |  
|Purchase of equipment                                  |  | (22,116           | ) |  | (1,304    | ) |  | (4,054     | )
|Purchase of short -term investments                    |  | (2,150,000        | ) |  | (800,000  | ) |  | (1,350,000 | )
|Redemption of short term investments                  |  | 1,500,000         |   |  | 1,500,000 |   |  |           |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Net cash flows (used in) provided by
      investing   |  |                   |   |  |           |   |  |            |  
|activities                                             |  | (672,116          | ) |  | 698,696   |   |  | (1,354,054 | )
|                                                       |  |                   |   |  |           |   |  |            |  
|Financing activities                                   |  |                   |   |  |           |   |  |            |  
|Proceeds from common stock issuances                   |  | 1,718,249         |   |  |          |   |  | 1,163,249  |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Net cash flows provided by financing activities        |  | 1,718,249         |   |  |          |   |  | 1,163,249  |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Increase (decrease) in cash and cash
      equivalents |  | 36,589            |   |  | 35,278    |   |  | (447,874   | )
|                                                       |  |                   |   |  |           |   |  |            |  
|Cash and cash equivalents  beginning of period        |  |                  |   |  | 1,311     |   |  | 449,185    |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Cash and cash equivalents  end of period              |  | 36,589            |   |  | 36,589    |   |  | 1,311      |  
|                                                       |  |                   |   |  |           |   |  |            |  
|                                                       |  |                   |   |  |           |   |  |            |  
|Supplementary disclosures                              |  |                   |   |  |           |   |  |            |  
|Interest paid                                          |  |                  |   |  |          |   |  |           |  
|Income taxes
      paid                                |  |                  |   |  |          |   |  |           |  

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

27

---

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

|                                   |  |            |  |  |        |  |  |            |  |  |            |  |  | Deficit     |   |  |          |  
|---------------------------------- |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                   |  |            |  |  |        |  |  |            |  |  |            |  |  | Accumulated |   |  |          |  
|                                   |  |            |  |  |        |  |  | Additional |  |  | Common     |  |  | During the  |   |  |          |  
|                                   |  | Common     |  |  |        |  |  | Paidin    |  |  | Stock      |  |  | Development |   |  |          |  
|                                   |  | 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             |  | 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 financial
statements)

28

---

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

|                                 |  |            |  |  |        |  |  |            |   |  |            |   |  | Deficit     |   |  |           |  
|-------------------------------- |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- | - |  | ----------- | - |  | --------- | -
|                                 |  |            |  |  |        |  |  |            |   |  |            |   |  | Accumulated |   |  |           |  
|                                 |  |            |  |  |        |  |  | Additional |   |  | Common     |   |  | During the  |   |  |           |  
|                                 |  | Common     |  |  |        |  |  | Paidin    |   |  | Stock      |   |  | Development |   |  |           |  
|                                 |  | Shares     |  |  | Amount |  |  | Capital    |   |  | Subscribed |   |  | Stage       |   |  | Total     |  
|                                 |  | #          |  |  | $      |  |  | $          |   |  | $          |   |  | $           |   |  | $         |  
|                                 |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|Balance  May 31, 2007 brought   |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|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           |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |   |  | 6,750      |   |  | (1,103,854  | ) |  | (986,653  | )

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

29

---

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

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company was incorporated in the State of Nevada on
      February 25, 2005. The Company is a Development Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No.7 Accounting
      and Reporting for Development Stage Companies. Its activities to date
      have been limited to capital formation, organization, and development of
      its business plan for the exploration and development of wind power
      projects in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These 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, 2009,
      the Company has accumulated losses of $1,103,854 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. There is no guarantee that the Company will be able to raise any
      capital through any type of offering. No shares were issued during the
      year ended May 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

30

---

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

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

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

Fair Value Hierarchy

SFAS 157 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. SFAS
157 establishes three levels of inputs that may be used to measure fair
value:

Level 1

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

Level 2

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

Level 2 instruments require more
management judgment and subjectivity as compared to Level 1 instruments. For
instance:

•      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

•      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, note
receivable, and accounts payable approximate their carrying values due to the
relatively short maturity of these instruments.

31

---

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

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

32

---

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

currency transactions are primarily
undertaken in Canadian dollars. The Company has not, to the date of these
consolidated financial statements, entered into derivative instruments to offset
the impact of foreign currency fluctuations.

| | h. | Basic Earnings (Loss) per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In February 1997, the FASB issued SFAS No. 128,
      "Earnings Per Share", which specifies the computation, presentation
      and disclosure requirements for earnings (loss) per share for entities
      with publicly held common stock. SFAS No. 128 supersedes the provisions of
      APB No. 15, and requires the presentation of basic earnings (loss) per
      share and diluted earnings (loss) per share. The Company has adopted the
      provisions of SFAS No. 128 effective February 25, 2005
  (inception).                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Basic net earnings (loss) per share amounts are computed
      by dividing the net earnings (loss) by the weighted average number of
      common shares outstanding. Diluted earnings (loss) per share are the same
      as basic earnings (loss) per share due to the lack of dilutive items in
      the Company.                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | i. | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The preparation of consolidated financial statements in
      conformity with accounting principles generally accepted in the United
      States of America requires management to make certain estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      consolidated financial statements and the reported amounts of revenue and
      expenses during the periods presented. Actual results could differ from
      those estimates.                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Significant estimates made by management are, among
      others, realizability of long-lived assets, deferred taxes and stock
      option valuation. Management reviews its estimates on a quarterly basis
      and, where necessary, makes adjustments prospectively.                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | j. | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 123R Share Based Payments, using the
      fair value method. All transactions in which goods or services are the
      consideration received for the issuance of equity instruments are
      accounted for based on the fair value of the consideration received or the
      fair value of the equity instrument issued, whichever is more reliably
      measurable. Equity instruments issued to employees and the cost of the
      services received as consideration are measured and recognized based on
      the fair value of the equity instruments issued.

33

---

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

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In June 2008, the Financial Accounting Standards Board
      (FASB) issued FASB Staff Position EITF 03-6-1, Determining Whether
      Instruments Granted in Share-Based Payment Transactions Are Participating
      Securities. FSP EITF 03-6-1 addresses whether instruments granted in
      share-based payment transactions are participating securities prior to
      vesting, and therefore need to be included in the computation of earnings
      per share under the two-class method as described in FASB Statement of
      Financial Accounting Standards No. 128, Earnings per Share. FSP EITF
      03-6-1 is effective for financial statements issued for fiscal years
      beginning on or after December 15, 2008 and earlier adoption is
      prohibited. The adoption of this statement is not expected to have a
      material effect on the Companys consolidated financial
  statements.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In May 2009, FASB issued SFAS No. 165 (SFAS 165)
      Subsequent Events. SFAS 165 establishes general standards of for
      the evaluation, recognition and disclosure of events and transactions that
      occur after the balance sheet date. Although there is new terminology, the
      standard is based on the same principles as those that currently exist in
      the auditing standards. The standard, which includes a new required
      disclosure of the date through which an entity has evaluated subsequent
      events, is effective for interim or annual periods ending after June 15,
      2009. The adoption of SFAS 165 is not expected to have a significant
      impact on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In May 2008, the FASB issued SFAS No. 162, The
      Hierarchy of Generally Accepted Accounting Principles. SFAS 162
      identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial
      statements of nongovernmental entities that are presented in conformity
      with generally accepted accounting principles in the United States. It is
      effective 60 days following the SECs approval of the Public Company
      Accounting Oversight Board amendments to AU Section 411, The Meaning
      of Present Fairly in Conformity With Generally Accepted Accounting
      Principles. The adoption of this statement is not expected to have a
      material effect on the Companys consolidated financial
  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In March 2008, FASB issued SFAS No. 161, Disclosures
      about Derivative Instruments and Hedging Activities  an amendment to FASB
      Statement No. 133. SFAS No. 161 is intended to improve financial
      standards for derivative instruments and hedging activities by requiring
      enhanced disclosures to enable investors to better understand their
      effects on an entity's financial position, financial performance, and cash
      flows. Entities are required to provide enhanced disclosures about: (a)
      how and why an entity uses derivative instruments; (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and its related interpretations; and (c) how derivative instruments and
      related hedged items affect an entitys financial position, financial
      performance, and cash flows. It is effective for financial statements
      issued for fiscal years beginning after November 15, 2008, with early
      adoption encouraged. The Company is currently evaluating the impact of
      SFAS No. 161 on its consolidated financial statements, and the adoption of
      this statement is not expected to have a material effect on the Companys
      consolidated financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In December 2007, the FASB issued SFAS No. 141R,
      Business Combinations. This statement replaces SFAS 141 and
      defines the acquirer in a business combination as the entity that obtains
      control of one or more businesses in a business combination and
      establishes the acquisition date as the date that the acquirer achieves
      control. SFAS 141R requires an acquirer to recognize the assets acquired,
      the liabilities assumed, and any noncontrolling interest in the acquiree
      at the acquisition date, measured at their fair values as of that date.
      SFAS 141R also requires the acquirer to recognize contingent consideration
      at the acquisition date, measured at its fair value at that date. This
      statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after                                                                                                                                                                                                                                                                                                                                                                                                               

34

---

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

December 15, 2008. Earlier adoption is
prohibited. The adoption of this statement is not expected to have a material
effect on the Company's consolidated financial statements.

In December 2007, the FASB issued SFAS
No. 160, Noncontrolling Interests in Consolidated Financial Statements
Liabilities an Amendment of ARB No. 51. This statement amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in
a subsidiary and for the deconsolidation of a subsidiary. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's consolidated financial statements.

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

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

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

| |                            |  |        |  |  |              |   |  | May 31,      |  |  | May 31,      | 
| | -------------------------- |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                            |  |        |  |  |              |   |  | 2009         |  |  | 2008         | 
| |                            |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                            |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                            |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                            |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment         |  |       |  |  |             |   |  |             |  |  | 2,702        | 
| | Wind tower
      equipment |  | 22,116 |  |  | (13,265      | ) |  | 8,851        |  |  | 11,776       | 
| |                            |  | 22,116 |  |  | (13,265      | ) |  | 8,851        |  |  | 14,478       | 

35

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

|5. | Note Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On September 23, 2008, the Company entered into a loan
      agreement with Sky Harvest Windpower Corp. (Sky Harvest) to lend Sky
      Harvest $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 to lend Sky Harvest 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 to lend Sky Harvest an additional $80,000. This
      loan is non- interest bearing, unsecured and due on April 23, 2010. Refer
      to Note 11.                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | 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 will provide 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, 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 $3,000,000 or more through 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.

36

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

|8. | Common Stock and share purchase warrants
|-- | ----------------------------------------
|   |                                         
|   | a)                                      
|   |                                         
|   | b)                                      
|   |                                         
|   | c)                                      

A summary of the changes in the
Companys common share purchase warrants is presented below:

| |                              |  | Year ended         |  
| | ---------------------------- |  | ------------------ | -
| |                              |  | May
      31, 2009 |  
| |                              |  |                    |  
| |                              |  | Number             |  
| |                              |  |                    |  
| | Balance, beginning of period |  | 1,000,000          |  
| | Granted                      |  |                   |  
| | Expired                      |  | (1,000,000         | )
| | Exercised                    |  |                   |  
| | Balance, end of period       |  |                   |  

37

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

|9. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year ended May 31, 2007, the Company granted
      stock options to directors, officers and key advisors to acquire up to
      1,000,000 shares of common stock exercisable at $1.10 per share on or
      before February 26, 2009. All options granted were vested at the time of
      issuance. The fair value for options granted was estimated at the date of
      grant to be $365,508 using the Black-Scholes option pricing model assuming
      an expected life of 2 years, a risk-free rate of 4.49%, an expected
      volatility of 42% and no expected dividends. The fair value of these stock
      options granted was approximately $0.37 per share. During the year ended
      May 31, 2007, the Company recorded stock-based compensation of $91,337 as
      management fees and $274,131 as general and administrative
  expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year ended May 31, 2009 all the options
      expired unexercised. A summary of the Companys stock option activity is
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                        |  | Year Ended         |   |   | Year Ended         | 
| | ---------------------- |  | ------------------ | - | - | ------------------ | 
| |                        |  | May
      31, 2009 |   |   | May
      31, 2008 | 
| |                        |  |                    |   |   |                    | 
| |                        |  |                    |   |   | Weighted           | 
| |                        |  | Number             |   |   | Average            | 
| |                        |  | of Options         |   |   | Exercise Price     | 
| | Balance, Beginning of  |  |                    |   |   |                    | 
| | period                 |  | 1,000,000          |   | $ | 1.10               | 
| | Granted                |  |                   |   |   |                   | 
| | Expired                |  | (1,000,000         | ) |   | 1.10               | 
| | Exercised              |  |                   |   |   |                   | 
| | Balance, End of period |  |                   |   |   |                   | 

|10. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company accounts for income taxes under SFAS No. 109,
      "Accounting for Income Taxes." Deferred income tax assets and
      liabilities are determined based upon differences between financial
      reporting and tax bases of assets and liabilities and are measured using
      the enacted tax rates and laws that will be in effect when the differences
      are expected to reverse. Income tax expense differs from the amount that
      would result from applying the U.S federal and state income tax rates to
      earnings before income taxes. The Company has a net operating loss
      carryforward of approximately $738,349 available to offset taxable income
      in future years which expires in fiscal 2029. Pursuant to SFAS 109, the
      potential benefit of the net operating loss carryforward has not been
      recognized in the consolidated financial statements since the Company
      cannot be assured that it is more likely than not that such benefit will
      be utilized in future years.

38

---

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

|10. | Income Taxes (continued)
|--- | ------------------------

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

| |                                   |  | May 31,  |   |  | May 31, |  
| | --------------------------------- |  | -------- | - |  | ------- | -
| |                                   |  | 2009     |   |  | 2008    |  
| |                                   |  | $        |   |  | $       |  
| | Net loss before income taxes per  |  |          |   |  |         |  
| | consolidated financial statements |  | 341,733  |   |  | 256,830 |  
| | Income tax rate                   |  | 35%      |   |  | 35%     |  
| | Income tax recovery               |  | (119,607 | ) |  | (89,891 | )
| | Permanent differences             |  |         |   |  |        |  
| | Temporary differences             |  |         |   |  |        |  
| | Valuation allowance change        |  | 119,607  |   |  | 89,891  |  
| | Provision for
      income taxes  |  |         |   |  |        |  

Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Deferred income taxes arise from temporary differences in the
recognition of income and expenses for financial reporting and tax purposes. The
significant components of deferred income tax assets and liabilities at May 31,
2009 are as follows:

| |                         |  | May 31,  |   |  | May 31,  |  
| | ----------------------- |  | -------- | - |  | -------- | -
| |                         |  | 2009     |   |  | 2008     |  
| |                         |  | $        |   |  | $        |  
| | Net operating loss      |  |          |   |  |          |  
| | carryforward            |  | 258,422  |   |  | 138,815  |  
| | Valuation allowance     |  | (258,422 | ) |  | (138,815 | )
| | Net deferred income tax |  |          |   |  |         |  
| | asset                   |  |         |   |  |          |  

The Company has recognized a valuation
allowance for the deferred income tax asset since the Company cannot be assured
that it is more likely than not that such benefit will be utilized in future
years. The valuation allowance is reviewed annually. When circumstances change
and which cause a change in management's judgment about the realizability of
deferred income tax assets, the impact of the change on the valuation allowance
is generally reflected in current income.

39

---

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

|11. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Acquisition of Sky Harvest Windpower Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 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), a private Canadian company
      incorporated under the laws of British Columbia. Sky Harvest 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. In consideration of the 100%
      interest in Sky Harvest., the Company issued a total of 17,343,516
      restricted shares of common stock to the shareholders of Sky Harvest,
      equating to 1.5 shares of common stock in the capital of the Company for
      every issued common share of Sky Harvest. The determination of the
      purchase price was supported by a fairness opinion issued by an
      independent valuator. The acquisition was subject to Sky Harvest
      completing an audit of its financial statements, and shareholders of both
      companies approving the acquisition agreement. The directors of the
      Company are also directors and principal shareholders of Sky
    Harvest..

40

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

None

ITEM 9A. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures As required by
paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of
1934, the Companys principal executive officer and principal financial officer
evaluated the Companys disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered
by this Annual Report on Form 10-K. Based on this evaluation, these officers
concluded that as of the end of the period covered by this Annual Report on Form
10-K, these disclosure controls and procedures were adequate to ensure that the
information required to be disclosed by the Company in reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission and include controls and procedures designed to ensure that
such information is accumulated and communicated to the Companys management,
including the Companys principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, if any, within the Company
have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake.

B. Managements Report on Internal Control over Financial
Reporting Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment,
including testing, using the criteria in 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 under the framework in the Internal
Control-Integrated Framework, our Chief Executive Officer and Chief Financial
Officer concluded that our internal controls over financial reporting were
effective as of May 31, 2009.

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, 2009 that have materially affected, or
are reasonably likely to materially affect, the Companys internal control over
financial reporting.

ITEM 9B. OTHER INFORMATION

None.

41

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
PersonsAs 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      
|Chris Craddock | President, CEO,
      CFO, Secretary, Treasurer and Director | 51  | February 25, 2005 
|William Iny    | Director                                                     | 58  | May 23, 2006      

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 directors and executive officers
during at least the past five years, indicating their business experience,
principal occupations during the period, and the names and principal businesses
of the organizations by which they were employed.

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

From March 2000 to August 2003, he
acted as a Director of New Market Ventures Inc., a British Columbia reporting
company.

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

Involvement in Certain Legal Proceedings Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                    
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                     

42

---

| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 4. | being the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State
      authority barring, suspending or otherwise limiting for more than 60 days
      the right of such person to engage in any activity described in paragraph
      (f)(3)(i) of this section, or to be associated with persons engaged in any
      such activity;
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 5. | being found by a court of competent jurisdiction in a
      civil action or by the Commission to have violated any Federal or State
      securities law, and the judgment in such civil action or finding by the
      Commission has not been subsequently reversed, suspended, or vacated;
      or                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 6. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.                                                                                      

Compliance with Section 16(a) of the Exchange 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. Our Code of  Ethics is attached as an exhibit to this annual report. 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.

43

---

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

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated any
revenues from operations to date.

Other CommitteesAll proceedings of our board of
directors for the year ended May 31, 2009 were conducted by resolutions
consented to in writing by our directors and filed with the minutes of the
proceedings of the board of directors. Our company currently does not have
nominating, compensation or audit committees or committees performing similar
functions nor does our company have a written nominating, compensation or audit
committee charter. Our board of directors believes that it is not necessary to
have such committees, at this time, because they can adequately perform the
functions of such committees.

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

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

44

---

ITEM 11. EXECUTIVE COMPENSATION

Summary CompensationThe  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, 2009 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,

Name
    Year
    **Salary**
    **Bonus**
    Stock
    Option
    Non-Equity
    Nonqualified
    All Other
    Totaland
    
    
    
    Awards
    **Awards**
      **Incentive**
    Deferred
    CompensationPrincipal
    
    
    
    
    
      **Plan**
    **Compensation**Position
    
    
    
    
    
      Compensation
    Earnings($)
    ($)
    ($)
    ($)
    ($)
    ($)
    ($)
    ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)ChrisCraddock
      2009
      60,000(1)
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      60,000President,CEO,CFO,Secretary
      2008
      42,500
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      42,500&TreasurerVicDusik
      2009
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil(Former directorexecutive 
vic president
and  CFO)
      2008
      10,000
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      10,000


1Mr Craddock is paid $5000 per month for management
services pursuant to a management agreement with the Company dated March 1, 20052
Mr. Dusik resigned as CFO and as a director of the Company and ceased to provide services
to the Company on November 30, 2007

45

---

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 inPension ValueandFees
    
    
    
    NonqualifiedEarned
    
    
    Non-Equity
    Deferredor Paid
    Stock
    Option
    Incentive Plan
    **Compensation**
    All OtherName
    in Cash
    Awards
    Awards
    Compensation
    Earnings
    Compensation
    Total($)
    ($)
    ($)
    ($)
    ($)
    ($)
    ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)Chris Craddock
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilWilliam Iny
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


46

---

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 AWARDSEquityEquity
      **Incentive**Incentive
      PlanMarket
      Plan
      Awards:Value
      **Awards:**
      **Market**Equity
      
      
      
      of
      Number
      **or Payout**Incentive
      
      
      Number
      **Shares**
      of
      Value ofPlan
      
      
      of
      or
      Unearned
      **Unearned**Awards:
      
      
      Shares
      Units
      Shares,
      Shares,Number of
      Number of
      Number of
      
      
      or Units
      of
      Units or
      Units orSecurities
      Securities
      Securities
      
      
      of Stock
      **Stock**
      Other
      OtherUnderlying
      **Underlying**
      **Underlying**
      
      
      That
      That
      Rights
      RightsUnexercised
      Unexercised
      **Unexercised**
      **Option**
      Option
      Have
      Have
      That
      ThatOptions
      Options
      Unearned
      **Exercise**
      **Expiration**
      Not
      Not
      Have Not
      **Have Not**Name
      Exercisable
      **Unexercisable**
      Options
      Price
      Date
      Vested
      Vested
      Vested
      Vested(#)
      ($)
      
      (#)
      ($)
      (#)
      ($)(a)
      (b)
      (c)
      (d)
      (e)
      (f)
      (g)
      (h)
      (i)
      (j)Chris Craddock
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilWilliam Iny
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Option exercises and stock vested table.

OPTION AWARDS
      STOCK AWARDSNumber of Shares
      
      Number of SharesAcquired on
      Value Realized on
      Acquired on
      Realized onName
      Exercise
      Exercise
      Vesting
      Vesting(#)
      ($)
      (#)
      ($)(a)
      (b)
      (c)
      (d)
      (e)Chris Craddock
      Nil
      Nil
      Nil
      NilWilliam Iny
      Nil
      Nil
      Nil
      Nil


47

---

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 August 27, 2009, 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 August 28, 2009, 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 August 27, 2009.

|                                                                                                    | 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 | 6,446,000 (3) | 21.7%              
|
|
|
|William Iny 
      617-666 Burrard
      Street 
      Vancouver, BC V6C 3P6                        | 6,666,500 (4) | 22.4%              
|
|
|Greg Yanke 
      603-675 Granville Street 
      Vancouver, BC V6B 1N2                             | 6,909,516 (5) | 23.2%              
|
|
|Directors and officers as a group (2
      persons)                                                 | 13,112,500    | 44.1%              



48

---



|5%
          Stockholders                                                       |               |      
|------------------------------------------------------------------------------- | ------------- | -----
|Chris Craddock 
      617-666
      Burrard Street 
      Vancouver, BC V6C 3P6 | 6,446,000 (3) | 21.7%
|
|
|William Iny 
      617-666 Burrard Street 
      Vancouver, BC V6C 3P6          | 6,666,500 (4) | 22.4%
|
|
|Greg Yanke 
      603-675 Granville
      Street 
      Vancouver, BC V6B 1N2   | 6,909,516 (5) | 23.2%
|
|



|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 August 27, 2009. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Total consists of: 1,946,000 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 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 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 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"), a private Canadian company
      incorporated in British Columbia under the federal laws of Canada. Sky
      Harvest holds the rights to construct a wind power facility on
      approximately 8,500 acres of land located in south-western Saskatchewan.
      Current directors of the Company are also the directors of Sky Harvest and
      own 53% of Sky Harvests issued and outstanding shares.                                                                         
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | On July 13, 2009 Keewatin Windpower Corp. (Keewatin)
      completed the acquisition of all of the issued and outstanding shares of
      Sky Harvest Windpower Corp (Sky Harvest). Sky Harvest is a private
      company incorporated under the laws of Canada in the business of wind
      power generation. Closing of the acquisition (the Transaction) was
      completed in accordance with the terms and conditions of the Share
      Exchange Agreement between Keewatin, Keewatin Windpower Inc., a wholly
      owned subsidiary of Keewatin (ExchangeCo), Sky Harvest and all of the
      shareholders of Sky Harvest dated for reference May 11, 2009.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Pursuant to the terms of the Share Exchange Agreement,
      each shareholder of Sky Harvest received 1.5 shares in the capital of
      Keewatin for each 1 common share of Sky Harvest they held prior to
      closing. In exchange for all of the issued and outstanding shares of Sky
      Harvest, on July 13, 2009 Keewatin issued a total of:                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In connection with the Transaction, Keewatin
        received a fairness opinion prepared by an independent valuator. Following
        closing of the Transaction, Keewatin has 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. Current directors
        and officers of Keewatin received an aggregate of 9,166,500 exchangeable
        shares in connection with the transaction. The current directors of Keewatin
        are also directors, officers and shareholders of Sky Harvest.                                            

49

---

| | 2. | The Company neither owns nor
        leases any real or personal property. A director provides office services
        without charge. Such costs are immaterial to the financial statements
        and accordingly, have not been reflected therein.                                                                                                                                                                                                                           
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 3. | During the year ended May 31,
        2009, the Company paid $60,000 (year ended May 31, 2008 - $42,500) in
        management fees provided by a director and principal shareholder of the
        Company. As of May 31, 2009, the Company has recognized prepaid management
        fees of $5,000 (May 31, 2008 - $5,000). As of May 31, 2009, the Company
        owes this director $nil (May 31, 2008 - $45,100) in management fees incurred
        prior to May 31, 2007
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 4. | During the year ended May 31,
        2009, the Company paid $31,500 (year ended May 31, 2008 - $23,750) to
        a company controlled by a director and principal shareholder of the Company
        for management services. As at May 31, 2009, the Company has recognized
        prepaid management fees of $2,625 paid to that company (May 31, 2008 
        nil).                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 5. | During the year ended May 31,
        2009, the Company paid $nil (year ended May 31, 2008 - $12,500) to another
        director for management services                                                                                                                                                                                                                                                                                                                        

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 will have difficulty in attracting
independent directors. In addition, we would be likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. As of the date of this report, our management is
considering the purchase of 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:

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

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

50

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

For the years ended May 31, 2009 and 2008, 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:

2009
    $11,5002008
    $9,800


Audit Related Fees

For the years ended May 31, 2009 and 2008, the aggregate fees
billed for assurance and related services by Chang G. Park, CPA, PhD. relating
to the performance of the audit of our financial statements which are not
reported under the caption "Audit Fees" above, was:

2009
    Nil2008
    Nil


Tax Fees

For the years ended May 31, 2009 and 2008, the aggregate fees
  billed by Chang G. Park, CPA, PhD. for other non-audit professional services,
  other than those services listed above, totalled:

2009
    Nil2008
    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 and amount of
fees billed by Lancaster & David and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining Chang G.
Parks independence.

51

---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following consolidated financial statements of Keewatin
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, 2009 and 2008                                                                          
|                                                                                                                                       
|Consolidated
      Statements of Operations for the years ended May 31, 2009 and 2008 and for
      the period since inception         
|                                                                                                                                       
|Consolidated
      Statements of Cash Flows for the years ended May 31, 2009 and 2008 and for
      the period since inception         
|                                                                                                                                       
|Consolidated
      Statement of Stockholders Equity for the years ended May 31, 2009 and
      2008 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.

52

---

EXHIBITS

Description
    Exhibit No.
    Form
    Filing date
    Filed with this Form 10-KArticles of Incorporation and BylawsArticles of Incorporation
    3.1
    SB-2
    July 14, 2005Bylaws
    3.2
    SB-2
    July 14, 2005Certificate of designation
    3.3
    8-K
    July 13, 2009Instruments defining the rights of security
      holdersForm of Warrant Certificate for July 13, 2007
      Private Placement
    4.1
    10-QSB
    January 14, 2008Material Contractsmanagement contracts
      and compensatory plansManagement Agreement between Keewatin Windpower
      Corp. and Christopher Craddock, dated March 1, 2005
    10.1
    SB-2
    July 14, 2005Material Contractsfinancing agreementsForm of Subscription Agreement for July 13,
      2007 Private Placement for US Subscribers
    10.2
    10-QSB
    January 14, 2008Form of Subscription Agreement for July 13,
      2007 Private Placement for Non-US Subscribers
    10.3
    10-QSB
    January 14, 2008Material ContractsotherConsent 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, 2005Letter of Intent between Keewatin Windpower
      Corp. and Sky Harvest Windpower Corp. dated March 27, 2007
    10.5
    10-QSB
    January 14, 2008Loan Agreement between Sky Harvest Windpower
      Corp. and Keewatin Windpower Corp. dated September 23, 2008
    10.6
    10-QSB
    January 14, 2009Promissory Note of Sky Harvest Windpower Corp.
      dated September 23, 2008
    10.7
    10-QSB
    January 14, 2009Financial Communications and Strategic Consulting
      Agreement with Aspire Clean Tech Communications, Inc. dated February 23,
      2009
    10.8
    8-K
    March 3, 2009Promissory Note of Sky Harvest Windpower Corp.
      dated September 23, 2008
    10.9
    10-Q
    February 28, 2009Loan Agreement between Sky Harvest Windpower
      Corp. and Keewatin Windpower Corp. dated January 28, 2009
    10.10
    10-Q
    February 28, 2009Share exchange agreement between Keewatin
      Windpower Corp. and Sky Harvest Windpower Corp. dated May 11, 2009
    10.11
    8-K
    July 10, 2009Exchangeable share support agreement between
      Keewatin Windpower Corp. and Keewatin Windpower Inc. dated May 11, 2009
    10.12
    8-K
    July 10, 2009Voting 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, 2009Code of EthicsCode of Ethics
    14.1
    
    
    *List of subsidiaries
      of the Company
    21.1
    
    
    *Consent of Certified
      Public Accountant
    23.1
    
    
    *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
    
    
    * 53   SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized. KEEWATIN WINDPOWER CORP. /s/ Chris CraddockChris Craddock Chief
Executive Officer and Chief Financial Officer Principal Executive Officer,
Principal Accounting Officer and Principal Financial Officer Date: August
28, 2009  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated: /s/ Chris CraddockChris Craddock Chief
Executive Officer, Chief Financial Officer , President, Treasurer, Secretary,
and Director, Principal Executive Officer, Principal Accounting Officer and
Principal Financial Officer Date: August 28, 2009 /s/ William InyWilliam InyDirectorDate:
August 28, 2009 54