---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended February 28, 2010

or

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

For the
  transition period from_____ to______

Commission file number: 000-52410

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

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

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

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

N/A(Former name, former address and former fiscal
year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§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 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 Exchange Act). 
Yes [ ] No [X]

i

---

APPLICABLE ONLY TO ISSUERS 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 Sections 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 ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.

29,732,016 common shares of $0.001 par value as of January 8,
2010 (including 15,515,016 shares of common stock reserved for issuance in
exchange for certain outstanding exchangeable securities of the registrant)

ii

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|INDEX       
|------------
|PART
      I
|Item 1.     
|            
|            
|            
|            
|            
|Item 2.     
|Item 3      
|Item 4T.    
|PART II     
|Item 1.     
|Item 1A.    
|Item 2.     
|Item 3.     
|Item 4      
|Item 5.     
|Item 6.     
|SIGNATURES  

1

---

PART IFINANCIAL INFORMATION

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

February 28, 2010

|Consolidated Balance Sheets as of February 28,
      2010(unaudited) and May 31, 2009                                                                             | F1
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Consolidated Statements of Operations for the three and
      nine months ending February 28, 2010 and 2009, and for the period since
      inception (unaudited) | F2
|Consolidated Statement of Stockholders Equity for the
      period since inception (unaudited)                                                                   | F3
|Consolidated Statements of Cash Flows for nine months
      ending February 28, 2010 and 2009, and for the period since inception
      (unaudited)               | F7
|Notes to the Unaudited Interim Consolidated Financial
      Statements                                                                                            | F8

2

---

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

|                                                                                                                                                                   |  | February 28, |   |  | May 31,    |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | - |  | ---------- | -
|                                                                                                                                                                   |  | 2010         |   |  | 2009       |  
|                                                                                                                                                                   |  | $            |   |  | $          |  
|ASSETS                                                                                                                                                             |  |              |   |  |            |  
|Current Assets                                                                                                                                                     |  |              |   |  |            |  
|Cash and cash
      equivalents                                                                                                                                    |  | 83,632       |   |  | 36,589     |  
|Short term investment (Note 8)                                                                                                                                     |  | 22,667       |   |  | 658,373    |  
|Prepaid expenses                                                                                                                                                   |  | 48,874       |   |  | 9,915      |  
|Note receivable (Note 7)                                                                                                                                           |  |             |   |  | 280,000    |  
|Total Current Assets                                                                                                                                               |  | 155,173      |   |  | 984,877    |  
|Property and equipment, net (Note 5)                                                                                                                               |  | 71,659       |   |  | 8,851      |  
|Intangible asset (Note 6)                                                                                                                                          |  | 2,551,565    |   |  |           |  
|Total Assets                                                                                                                                                       |  | 2,778,397    |   |  | 993,728    |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                               |  |              |   |  |            |  
|Liabilities                                                                                                                                                        |  |              |   |  |            |  
|Accounts payable                                                                                                                                                   |  | 27,457       |   |  | 1,045      |  
|Accrued liabilities                                                                                                                                                |  | 16,026       |   |  | 6,030      |  
|Total Liabilities                                                                                                                                                  |  | 43,483       |   |  | 7,075      |  
|Stockholders Equity                                                                                                                                               |  |              |   |  |            |  
|Preferred Stock:                                                                                                                                                   |  |              |   |  |            |  
|Authorized: 10,000,000 shares,
      $0.001 par value         Issued and
      outstanding: 1 share        (May 31,
      2009  None)                             |  |             |   |  |           |  
|Common Stock:                                                                                                                                                      |  |              |   |  |            |  
|Authorized:
      100,000,000 shares, $0.001 par value
             Issued and outstanding:
      29,732,016 shares       (May 31,
      2009  12,391,500 shares) |  | 29,732       |   |  | 12,391     |  
|Additional paid-in capital                                                                                                                                         |  | 5,212,579    |   |  | 2,071,366  |  
|Common stock subscribed (Note 12)                                                                                                                                  |  | 6,750        |   |  | 6,750      |  
|Accumulated other comprehensive loss                                                                                                                               |  | (25,246      | ) |  |           |  
|Deficit
      accumulated during the development stage                                                                                                             |  | (2,488,901   | ) |  | (1,103,854 | )
|Total Stockholders Equity                                                                                                                                         |  | 2,734,914    |   |  | 986,653    |  
|Total Liabilities
      and Stockholders Equity                                                                                                                   |  | 2,778,397    |   |  | 993,728    |  
|Continuing operations (Note 1)                                                                                                                                     |  |              |   |  |            |  
|Commitments and contingencies (Note 12)                                                                                                                            |  |              |   |  |            |  

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

F-1

---

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

|                                                    |  | Accumulated from    |   |  | For the      |   |  | For the      |   |  | For the      |   |  | For the      |  
|--------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                                                    |  | February 25, 2005   |   |  | Three months |   |  | Three months |   |  | Nine months  |   |  | Nine months  |  
|                                                    |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | Ended        |  
|                                                    |  | To February 28,     |   |  | February 28, |   |  | February 28, |   |  | February 28, |   |  | February 28, |  
|                                                    |  | 2010                |   |  | 2010         |   |  | 2009         |   |  | 2010         |   |  | 2009         |  
|                                                    |  | $                   |   |  | $            |   |  | $            |   |  | $            |   |  | $            |  
|                                                    |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Expenses                                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Consulting fees                                     |  | 272,104             |   |  | 10,131       |   |  | 57,230       |   |  | 52,348       |   |  | 117,534      |  
|Engineering and development                         |  | 298,486             |   |  | 43,376       |   |  | 936          |   |  | 179,764      |   |  | 6,452        |  
|Management fees (Note
      9(a), and (b)           |  | 510,098             |   |  | 79,353       |   |  | 22,875       |   |  | 172,905      |   |  | 68,625       |  
|Professional fees                                   |  | 303,057             |   |  | 13,456       |   |  | 15,807       |   |  | 121,015      |   |  | 54,400       |  
|General and administrative                          |  | 982,068             |   |  | 58,619       |   |  | 2,628        |   |  | 649,416      |   |  | 9,098        |  
|Acquired development costs                          |  | 242,501             |   |  |             |   |  |             |   |  | 242,501      |   |  |             |  
|Operating loss                                      |  | 2,608,314           |   |  | 204,935      |   |  | 99,476       |   |  | 1,417,949    |   |  | 256,109      |  
|Other Income                                        |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Interest income                                     |  | (89,339             | ) |  | (170         | ) |  | (4,145       | ) |  | (1,994       | ) |  | (12,561      | )
|Foreign exchange gain                               |  | (30,074             | ) |  | (1,370       | ) |  | 85           |   |  | (30,908      | ) |  | 749          |  
|Net loss                                            |  | (2,488,901          | ) |  | (203,395     | ) |  | (95,416      | ) |  | (1,385,047   | ) |  | 244,297      |  
|Other Comprehensive Loss                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Foreign currency translation
      adjustments      |  | (25,246             | ) |  | (1,132       | ) |  |             |   |  | (25,246      | ) |  |              |  
|Comprehensive loss                                  |  | (2,514,147          | ) |  | (204,527     | ) |  | (95,416      | ) |  | (1,410,293   | ) |  | (244,297     | )
|Net loss per common share  basic and
      diluted |  |                     |   |  | (0.01        | ) |  | (0.01        | ) |  | (0.05        | ) |  | (0.02        | )
|Weighted average number of common stock outstanding |  |                     |   |  | 29,732,000   |   |  | 12,392,000   |   |  | 27,001,000   |   |  | 12,392,000   |  

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

F-2

---

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

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

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

F-3

---

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

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

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

F-4

---

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

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

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

F-5

---

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

|                                                              |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Deficit     |   |  |            |  
|------------------------------------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | ---------- | -
|                                                              |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Accumulated |   |  |            |  
|                                                              |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |  |  | Common     |  |  | During the  |   |  |            |  
|                                                              |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |  |  | Stock      |  |  | Development |   |  |            |  
|                                                              |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |  |  | Subscribed |  |  | Stage       |   |  | Total      |  
|                                                              |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |  |  | $          |  |  | $           |   |  | $          |  
|Balance  May 31, 2009 carried forward                        |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |  |  | 6,750      |  |  | (1,103,854  | ) |  | 986,653    |  
|Common stock issued pursuant to business acquisition          |  |          |  |  |       |  |  | 17,340,516 |  |  | 17,341 |  |  | 2,583,736  |  |  |           |  |  |            |   |  | 2,601,077  |  
|Preferred stock issued pursuant to business
      acquisition |  | 1         |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  |            |   |  |           |  
|Stock-based compensation                                      |  |          |  |  |       |  |  |           |  |  |       |  |  | 557,477    |  |  |           |  |  |            |   |  | 557,477    |  
|Accumulated other comprehensive loss                          |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (25,246     | ) |  | (25,246    | )
|Net loss for the
      period                                 |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (1,385,047  | ) |  | (1,385,047 | )
|Balance  February 28, 2010                                   |  | 1         |  |  |       |  |  | 29,732,016 |  |  | 29,732 |  |  | 5,212,579  |  |  | 6,750      |  |  | (2,488,901  | ) |  | 2,734,914  |  

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

F-6

---

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

|                                                                                  |  | Accumulated from    |   |  | For the      |   |  | For the      |  
|--------------------------------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                                                  |  | February 25, 2005   |   |  | Nine months  |   |  | Nine months  |  
|                                                                                  |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |  
|                                                                                  |  | To February 28,     |   |  | February 28, |   |  | February 28, |  
|                                                                                  |  | 2010                |   |  | 2010         |   |  | 2009         |  
|                                                                                  |  | $                   |   |  | $            |   |  | $            |  
|Operating activities                                                              |  |                     |   |  |              |   |  |              |  
|Net loss for the period                                                           |  | (2,488,901          | ) |  | (1,385,047   | ) |  | (244,297     | )
|Adjustments to reconcile net loss to
      net cash used in operating activities: |  |                     |   |  |              |   |  |              |  
|Depreciation                                                                      |  | 17,533              |   |  | 4,268        |   |  | 4,134        |  
|Stock-based compensation                                                          |  | 927,945             |   |  | 557,477      |   |  | 256          |  
|Acquired
      development costs                                                  |  | 242,501             |   |  | 242,501      |   |  |             |  
|Changes in operating
      assets and liabilities:                                |  |                     |   |  |              |   |  |              |  
|Prepaid
      expenses                                                            |  | (34,370             | ) |  | (26,245      | ) |  | (10,625      | )
|Accrued interest                                                                  |  | 221                 |   |  | 8,594        |   |  | 10,323       |  
|Accounts
      payable and accrued liabilities                                    |  | 6,535               |   |  | (540         | ) |  | (52,508      | )
|Note receivable                                                                   |  | (280,000            | ) |  |             |   |  | (200,000     | )
|Due to related parties                                                            |  | 9,357               |   |  | 9,357        |   |  |             |  
|Net cash flows used in operating activities                                       |  | (1,599,179          | ) |  | (589,635     | ) |  | (492,717     | )
|Investing activities                                                              |  |                     |   |  |              |   |  |              |  
|Purchase of
      equipment                                                       |  | (23,556             | ) |  | (1,440       | ) |  |             |  
|Purchase of short term
      investments                                         |  | (2,472,644          | ) |  | (322,644     | ) |  | (800,000     | )
|Redemption of
      short term investments                                       |  | 2,470,644           |   |  | 970,644      |   |  | 1,500,000    |  
|Cash acquired from acquisition                                                    |  | 21,016              |   |  | 21,016       |   |  |             |  
|Net cash flows (used in) provided by investing activities                         |  | (4,540              | ) |  | 667,576      |   |  | 700,000      |  
|Financing activities                                                              |  |                     |   |  |              |   |  |              |  
|Proceeds from common stock issuances                                              |  | 1,718,249           |   |  |             |   |  |             |  
|Net
      cash flows provided by financing activities                             |  | 1,718,249           |   |  |             |   |  |             |  
|Effect of exchange rate changes on cash                                           |  | (30,898             | ) |  | (30,898      | ) |  |             |  
|Increase (decrease) in cash and cash
      equivalents                            |  | 83,632              |   |  | 47,043       |   |  | 207,283      |  
|Cash and cash equivalents  beginning of period                                   |  |                    |   |  | 36,589       |   |  | 1,311        |  
|Cash
      and cash equivalents  end of period                                   |  | 83,632              |   |  | 83,632       |   |  | 208,594      |  
|Supplementary disclosures                                                         |  |                     |   |  |              |   |  |              |  
|Interest paid                                                                     |  |                    |   |  |             |   |  |             |  
|Income taxes paid                                                                 |  |                    |   |  |             |   |  |             |  
|Significant non-cash investing and financing
      activities:                    |  |                     |   |  |              |   |  |              |  
|Stock issuance for
      acquisition                                              |  | 2,601,077           |   |  | 2,601,077    |   |  |             |  
|Increase intangible asset due to
      acquisition                                |  | 2,551,400           |   |  | 2,551,400    |   |  |             |  
|Accounts payable increased due to acquisition                                     |  | 30,986              |   |  | 30,986       |   |  |             |  

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

F-7

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Sky Harvest Windpower Corp. (the Company) was
      incorporated in the State of Nevada on February 25, 2005. The Company is a
      Development Stage Company, as defined by Financial Accounting Standards
      Board (FASB) Accounting Standards Codification (ASC) 915,
      Development Stage Entities. Its activities to date have been
      limited to capital formation, organization, and development of its
      business plan for the exploration and development of wind power projects
      in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Effective July 13, 2009, the Company acquired all the
      outstanding common stock of Sky Harvest Windpower (Saskatchewan) Corp.
      (Sky Harvest-Saskatchewan), a private company incorporated under the
    laws of Canada. (Refer to Note 4.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On September 1, 2009, the Company
      completed a merger with its wholly-owned inactive subsidiary, Sky Harvest
      Windpower Corp., a Nevada corporation, which was incorporated solely to
      effect a change in the Companys name. As a result, the Company changed
      its name from Keewatin Windpower Corp. to Sky Harvest Windpower
    Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize its assets and discharge its liabilities in the normal course
      of business. The Company has not generated revenues since inception, has
      not paid any dividends and is not expected 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 February 28,
      2010, the Company has accumulated losses of $2,488,901 since inception.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern. These consolidated financial statements do
      not include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Management plans to raise additional funds through debt
      and equity offerings. Management has yet to decide what type of offering
      the Company will use or how much capital the Company will attempt to raise
      and on what terms. There is however no assurance that the Company will be
      able to raise any additional capital through any type of offering on terms
      acceptable to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

These interim unaudited consolidated
financial statements have been prepared on the same basis as the annual
financial statements and in the opinion of management, reflect all adjustments,
which include only normal recurring adjustments, necessary to present fairly the
Companys financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not necessarily
indicative of the results expected for a full year or for any future period.

F-8

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

F-9

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

F-10

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

F-11

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

F-12

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

F-13

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In June 2009, the FASB issued guidance now codified as
      ASC 105, Generally Accepted Accounting Principlesas the single
      source of authoritative accounting principles recognized by the FASB to be
      applied by nongovernmental entities in the preparation of financial
      statements in conformity with U.S. GAAP, aside from those issued by the
      SEC. ASC 105 does not change current U.S. GAAP, but is intended to
      simplify user access to all authoritative U.S. GAAP by providing all
      authoritative literature related to a particular topic in one place. The
      adoption of ASC 105 did not have a material impact on the Companys
      financial statements, but did eliminate all references to pre-codification
      standards.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company has implemented all new accounting
      pronouncements that are in effect and that may impact its financial
      statements and does not believe that there are any other new accounting
      pronouncements that have been issued that might have a material impact on
      its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Acquisition of Sky Harvest - Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company entered into a letter of agreement dated
      March 26, 2007 to acquire 100% of the issued and outstanding common shares
      of Sky Harvest - Saskatchewan, a private Canadian company incorporated
      under the laws of Canada. Sky Harvest - Saskatchewan holds the rights to
      construct a wind power facility on approximately 8,500 acres of land
    located in Southwestern Saskatchewan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On July 13, 2009, the Company
      acquired 100% of the issued and outstanding common shares of Sky Harvest 
      Saskatchewan in consideration for the issue of 17,343,516 restricted
      shares of common stock to the shareholders of Sky Harvest- Saskatchewan,
      equating to 1.5 shares of common stock in the capital of the Company for
      every issued common share of Sky Harvest - Saskatchewan. The determination
      of the purchase price was supported by a fairness opinion issued by an
      independent valuator. The acquisition was subject to Sky Harvest -
      Saskatchewan completing an audit of its financial statements, and
      shareholders of both companies approving the acquisition agreement. As the
      directors of the Company are also directors and principal shareholders of
      Sky Harvest - Saskatchewan, they abstained from voting their shares in
      respect of the transaction.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys common shares issued to the Sky Harvest -
      Saskatchewan shareholders were determined to have a fair value of
      $2,601,077. After reflecting the purchase adjustments, the excess of the
      purchase consideration over the fair values of the Companys assets and
      liabilities of $2,793,941 as at July 13, 2009, has been allocated to wind
      farm asset in the amount of $2,551,440 and allocated to acquired
      development costs in the amount of $242,501.                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-14

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

|4. | Acquisition of Sky Harvest - Saskatchewan
    (continued)
|-- | ---------------------------------------------------------

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

Pro forma Information (unaudited)

The following financial summary
represents the amount of expenses and losses of Sky Harvest Saskatchewan since
the acquisition date (July 13, 2009) included in the consolidated income
statement for the nine months ended February 28, 2010.

| |                             |  | From the            |  
| | --------------------------- |  | ------------------- | -
| |                             |  | Date of Acquisition |  
| |                             |  | (July 13, 2009)     |  
| |                             |  | To February 28,     |  
| |                             |  | 2010                |  
| |                             |  | $                   |  
| |                             |  |                     |  
| | Expenses                    |  |                     |  
| | Consulting fees             |  | 7,471               |  
| | Engineering and development |  | 162,296             |  
| | Management fees             |  | 94,030              |  
| | Professional fees           |  | 5,564               |  
| | General and administrative  |  | 59,095              |  
| | Operating loss              |  | 328,456             |  
| | Other Income                |  |                     |  
| | Interest income             |  | (32                 | )
| | Foreign exchange gain       |  | (30,602             | )
| | Net
      loss              |  | (297,822            | )

F-15

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

| |                                                           |  | For the      |   |  | For the      |  
| | --------------------------------------------------------- |  | ------------ | - |  | ------------ | -
| |                                                           |  | Nine months  |   |  | Nine months  |  
| |                                                           |  | Ended        |   |  | Ended        |  
| |                                                           |  | February 28, |   |  | February 28, |  
| |                                                           |  | 2010         |   |  | 2009         |  
| |                                                           |  | $            |   |  | $            |  
| |                                                           |  |              |   |  |              |  
| | Expenses                                                  |  |              |   |  |              |  
| | Consulting fees                                           |  | 53,361       |   |  | 126,755      |  
| | Engineering and development                               |  | 190,618      |   |  | 55,380       |  
| | Management fees                                           |  | 195,565      |   |  | 126,835      |  
| | Professional fees                                         |  | 123,134      |   |  | 88,172       |  
| | General and administrative                                |  | 668,665      |   |  | 97,019       |  
| | Acquired development costs                                |  | 242,501      |   |  |             |  
| | Operating loss                                            |  | 1,473,844    |   |  | 494,161      |  
| | Other Income                                              |  |              |   |  |              |  
| | Interest income                                           |  | (2,022       | ) |  | (12,785      | )
| | Foreign exchange (gain) loss                              |  | (16,099      | ) |  | 27,060       |  
| | Net loss                                                  |  | (1,455,723   | ) |  | (508,436     | )
| |                                                           |  |              |   |  |              |  
| | Net loss per common share  basic and diluted             |  | (0.05        | ) |  | (0.02        | )
| | Weighted average
      number of common stock outstanding |  | 29,732,000   |   |  | 29,732,000   |  

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

| |                          |  |        |  |  |              |   |  | February 28, |  |  | May 31,      | 
| | ------------------------ |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                          |  |        |  |  |              |   |  | 2010         |  |  | 2009         | 
| |                          |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                          |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                          |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                          |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment       |  | 5,799  |  |  | (4,506       | ) |  | 1,293        |  |  |             | 
| | Asset under construction |  | 64,831 |  |  |             |   |  | 64,831       |  |  |             | 
| | Wind tower equipment     |  | 22,116 |  |  | (16,581      | ) |  | 5,535        |  |  | 8,851        | 
| |                          |  | 92,746 |  |  | (21,087      | ) |  | 71,659       |  |  | 8,851        | 

F-16

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

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

| |                     |  |           |  |  |              |   |  | February 28, |  |  | May 31,      | 
| | ------------------- |  | --------- |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                     |  |           |  |  |              |   |  | 2010         |  |  | 2009         | 
| |                     |  |           |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                     |  | Cost      |  |  | Amortization |   |  | value        |  |  | value        | 
| |                     |  | $         |  |  | $            |   |  | $            |  |  | $            | 
| | Website development |  | 2,253     |  |  | (2,128       | ) |  | 125          |  |  |             | 
| | Wind farm assets    |  | 2,551,440 |  |  |             |   |  | 2,551,440    |  |  |             | 
| |                     |  | 2,553,693 |  |  | (2,128       | ) |  | 2,551,565    |  |  |             | 

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

F-17

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

|8.  | Short-term Investments (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.  | Preferred stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | On July 11, 2009, the Company entered into a voting and
      exchange trust agreement among its subsidiary, Keewatin Windpower Inc., and Valiant Trust Company (Valiant Trust) whereby the Company
      issued and deposited with Valiant Trust one special preferred voting share
      of the Company in order to enable Valiant Trust to execute certain voting
      and exchange rights as trustee from time to time for and on behalf of the
      registered holders of the preferred shares of Keewatin Windpower Inc. Each
      preferred share of Keewatin Windpower Inc. is exchangeable into one share
      of common stock of the Company at the election of the shareholder, or, in
    certain circumstances, of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | As of February 28, 2010, the Company had issued 885,000
      shares of common stock to holders of 885,000 shares of exchangeable
      preferred shares of its subsidiary Keewatin Windpower Inc., pursuant to
      them exercising their exchange rights. As of February 28, 2010, there were
    15,515,016 outstanding exchangeable shares (May 31, 2009 - Nil).                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | As the exchangeable shares have already been recognized
      in connection with the acquisition of Sky Harvest - Saskatchewan, the
      value ascribed to these shares on exchange is $nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11. | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | On September 11, 2009, the Companys board of directors
      adopted the 2009 Stock Option Plan (the Plan). The Plan provides for the
      granting of stock options to acquire up to 2,900,000 common shares of the
      Company to eligible employees, officers, directors and consultants of the
      Company. At February 28, 2010, the Company had 1,650,000 shares of common
      stock available to be issued under the Plan.                                                                                                                                                                                                                                                                                                       

F-18

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

|11. | Stock Based Compensation (continued)                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On September 11, 2009, pursuant to the Plan the Company
      granted 1,000,000 options with immediate vesting to directors, officers,
      and employees to acquire 1,000,000 common shares at an exercise price of
      $0.51 per share exercisable for 5 years and recorded stock based
      compensation for the vested options of $493,939, as a general and
      administrative expense.                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On September 11, 2009, pursuant to the Plan, the Company
      granted 250,000 options to consultants to acquire 250,000 common shares at
      an exercise price of $0.51 per share exercisable for 5 years. The options
      granted vest at the rate of 12.5% every 90 days from the date of grant.
      The Company recorded stock based compensation of $63,538, as a general and
      administrative expense.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The fair value for stock options granted was estimated at
      the date of grant using the Black-Scholes option-pricing model and the
      weighted average fair value of stock options granted during the nine
      months ended February 28, 2010 was $0.49 per share.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The weighted average assumptions used are as
    follows:                                                                                                                                                                                                                                                                                                                                                             

| |                                 |  |          |  |  | Nine Months  | 
| | ------------------------------- |  | -------- |  |  | ------------ | 
| |                                 |  |          |  |  | Ended        | 
| |                                 |  | June 30, |  |  | February 28, | 
| |                                 |  | 2009     |  |  | 2010         | 
| |                                 |  |          |  |  |              | 
| | Expected dividend yield         |  | 0%       |  |  | 0%           | 
| | Risk-free interest rate         |  | 1.33%    |  |  | 2.29%        | 
| | Expected volatility             |  | 132%     |  |  | 198%         | 
| | Expected option life (in years) |  | 3.99     |  |  | 4.96         | 

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

| |                                      |  |           |  |  |                |  |  | Weighted-    |  |  |           | 
| | ------------------------------------ |  | --------- |  |  | -------------- |  |  | ------------ |  |  | --------- | 
| |                                      |  |           |  |  |                |  |  | Average      |  |  |           | 
| |                                      |  |           |  |  | Weighted       |  |  | Remaining    |  |  | Aggregate | 
| |                                      |  | Number of |  |  | Average        |  |  | Contractual  |  |  | Intrinsic | 
| |                                      |  | Options   |  |  | Exercise Price |  |  | Term (years) |  |  | Value     | 
| |                                      |  |           |  |  | $              |  |  |              |  |  | $         | 
| | Outstanding, May 31, 2009            |  |          |  |  |               |  |  |              |  |  |           | 
| | Granted                              |  | 1,250,000 |  |  | 0.51           |  |  |              |  |  |           | 
| | Outstanding, February 28, 2010       |  | 1,250,000 |  |  | 0.51           |  |  | 4.54         |  |  | 50,000    | 
| | Exercisable,
      February 28, 2010 |  | 1,031,250 |  |  | 0.51           |  |  | 4.54         |  |  | 41,250    | 

F-19

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|February 28, 2010                                                     
|(Expressed in US Dollars)                                             

|11. | Stock Based Compensation (continued)                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                             
|    | A summary of the status of the Companys non-vested stock
      options as of February 28, 2010, and changes during the nine month period
      ended February 28, 2010, is presented below:

| |                                 |  |            |   |  | Weighted Average | 
| | ------------------------------- |  | ---------- | - |  | ---------------- | 
| |                                 |  | Number of  |   |  | Grant Date       | 
| | Non-vested options              |  | options    |   |  | Fair Value       | 
| |                                 |  |            |   |  | $                | 
| | Non-vested at May 31, 2009      |  |           |   |  |                 | 
| | Granted                         |  | 1,250,000  |   |  | 0.49             | 
| | Forfeited/Cancelled             |  |           |   |  |                 | 
| | Vested                          |  | (1,031,250 | ) |  | 0.49             | 
| | Non-vested at February 28, 2010 |  | 218,750    |   |  | 0.49             | 

|    | At February 28, 2010, there was $58,962 of unrecognized
      compensation costs related to non-vested share-based compensation
      arrangements granted under the Plan, which is expected to be recognized
      over a weighted average period of 1.53 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12. | Commitments and contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | On February 23, 2009, the Company entered into a
      consulting agreement with a consultant (the Consultant). Pursuant to the
      agreement, the Consultant provided investor relations services for the
      Company from February 24, 2009 to July 5, 2009. In consideration for the
      investor relations services, the Company agreed to pay the Consultant
      $5,000 per month and to issue 15,000 shares of the Companys common stock.
      At February 28, 2009 and February 28, 2010, the fair value of the 15,000
      shares issuable was $6,750 and is included in common stock subscribed. In
      addition, if the Company receives equity or debt funding of at least
      $3,000,000 from a source introduced to the Company by the Consultant then
      the parties agree to extend the agreement by an additional year. In
      consideration for the additional year of investor relations services, the
      Company must pay $8,500 per month and issue 50,000 shares of the Companys
      common stock or pay $7,500 per month and issue 80,000 shares of the
      Companys common stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13. | Subsequent events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In accordance with ASC 855, Subsequent Events, the
      Company has evaluated subsequent events through April 13, 2010, the date
      of issuance of the unaudited interim consolidated financial statements.
      During this period, the Company did not have any material recognizable
      subsequent events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-20

---

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

The following discussion and analysis should be read
together with our Consolidated Financial Statements and the Notes to those
statements included elsewhere in this quarterly report on Form 10-Q and the
Consolidated Financial Statements and the Notes to those statements included in
our Form 10-K for the year ended May 31, 2009. Certain statements contained
herein constitute "forward-looking statements" as defined in the U.S. Private
Securities Litigation Reform Act of 1995. In some cases forward-looking
statements can be identified by terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "intends," or similar terms. These
statements appear in a number of places in this Form 10-Q and include statements
regarding the intent, belief or current expectations of our company, its
directors or its officers with respect to, among other things: (i) trends
affecting our financial condition or results of operations, (ii) our business
and growth strategies and (iii) our financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those projected in the forward-looking
statements. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our company's or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements 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, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we undertake
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur.

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. In this quarterly report, unless otherwise
specified, all references to common shares refer to the common shares in our
capital stock and the terms we, us and our, the Company and Sky
Harvest mean Sky Harvest Windpower Corp., a Nevada Corporation and its
subsidiaries.

Corporate Overview

We were incorporated in the State of Nevada on February 25,
2005. We are a development stage company in the business of electrical power
generation through the use of wind energy. We have not generated any revenue
from operations since our incorporation. We do not anticipate earning any
revenue until the completion of an environmental assessment on our properties,
securing a power purchase agreement and erecting and commissioning wind turbines
on our properties, of which there is no guarantee.

3

---

Recent Corporate Developments

Since the commencement of our most recent fiscal quarter on
December 1, 2009 we have experienced the following significant corporate
development:

SaskPower issues a Request for QualificationsOn December 19, 2009, Saskatchewan Power Corporation
(SaskPower), the Crown Corporation responsible for electricity supply in the
Canadian province of Saskatchewan, issued a request for qualifications (RFQ)
in connection with the procurement of up to 175 megawatts of wind power from one
or more independent power producers. The purpose of the RFQ is to identify
qualified bidders with the interest and capability to finance, build and operate
a wind generation facility of between 100MW and 175MW in the Province. Saskpower set certain criteria for
respondents to the RFQ relating to the nature of the project, control of the
proposed site, wind project expertise and financial strength. The closing date
for the RFQ was extended to March 12, 2010. Saskpower has indicated that the
names of qualified respondents the RFQ will be announced during April 2010, and
that qualified respondents will be invited to participate in a request for
proposals (RFP) stage in the spring of 2010.

The Company was unable to satisfy all the criteria as set out
in the RFQ and accordingly entered into a non-binding letter of intent with an
established international wind farm developer and operator for the purpose of
assisting the Company to qualify in the RFQ. The letter of intent provides that
if the Company is qualified by SaskPower to participate in the RFP, the Company
and the international wind farm developer and operator will negotiate a
definitive joint venture agreement and submit a joint proposal in the RFP
stage.

The Company submitted its response to the RFQ on March 12,
2010. As of the date of this report, SaskPower has not announced the names of
qualified respondents to the RFQ.

4

---

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited interim consolidated financial statements
for the fiscal quarter ended February 28, 2010 which are included herein.

|                             |  | Three months ended February 28, |   |  | Nine months ended February 28, |  
|---------------------------- |  | ------------------------------- | - |  | ------------------------------ | -
|                             |  | 2010                            |   |  | 2009                           |  
|                             |  | $                               |   |  | $                              |  
|Revenue                      |  | 0                               |   |  | 0                              |  
|Expenses                     |  | 204,935                         |   |  | 99,476                         |  
|Foreign exchange (gain) loss |  | (1,370                          | ) |  | 85                             |  
|Interest income              |  | (170                            | ) |  | (4,145                         | )
|Net Loss                     |  | 203,395                         |   |  | 95,416                         |  

Revenues

We recorded a net operating loss of $203,395 for the fiscal
quarter ended February 28, 2010 and have an accumulated deficit of $2,514,147
since inception. We have had no operating revenues since our inception on
February 25, 2005 through to the fiscal quarter ended February 28, 2010. We
anticipate that we will not generate any revenues while we are a development
stage company.

Expenses

Our expenses for the three and nine months ended February 28,
2010 and 2009 are outlined below:

|                            |  | Three months ended February 28, |  |  | Nine months ended February 28, | 
|--------------------------- |  | ------------------------------- |  |  | ------------------------------ | 
|                            |  | 2010                            |  |  | 2009                           | 
|                            |  | $                               |  |  | $                              | 
|Consulting fees             |  | 10,131                          |  |  | 57,230                         | 
|Engineering and development |  | 43,376                          |  |  | 936                            | 
|Management fees             |  | 79,353                          |  |  | 22,875                         | 
|Professional fees           |  | 13,456                          |  |  | 15,806                         | 
|General and administrative  |  | 58,619                          |  |  | 2,628                          | 
|Acquired development costs  |  | 0                               |  |  | 0                              | 
|Net Loss                    |  | 204,935                         |  |  | 99,476                         | 

Consulting expenses decreased by $47,099 to $10,131 in the
three months ended February 28, 2010 from $57,230 in the three months ended
February 28, 2009, and by $65,186 to $52,348 for the nine months ended February
28, 2010 as compared $117,534 incurred the nine months ended February 28, 2009.
This decrease resulted from reduced expenditure on investor relations activities
conducted during the period.

Engineering and development expenses increased by $42,440 to
$43,376 in the three months ended February 28, 2010 from $936 in the three
months ended February 28, 2009, and by $173,312 to $179,764 in the nine months
ended February 28, 2010 from $6,452 in the nine months ended February 28, 2009
as we incurred further project engineering costs related to the project acquired
as a result of the acquisition of Sky Harvest  Saskatchewan. Engineering and development
expenses in the amount of $165,504 were incurred for the nine months ended
February 28, 2010, of which we expended $148,036 on the project acquired as a
result of the acquisition of Sky Harvest  Saskatchewan.(nine months ended
February 28,2009 - $Nil). During this period we also incurred $17,468 in project
engineering costs related to our original project as compared with $6,452 in the
nine months ended February 28, 2009.

5

---

Management fees increased by $56,478 to $79,353 for the three
months ended February 28, 2010 from $22,875 for the three months ended February
28, 2009; and by $104,280 to $172,905 for the nine months ended February 28,
2010 as compared with $68,625 incurred in the nine months ended February 28,
2009. This increase resulted from the acquisition of Sky Harvest  Saskatchewan
together and the engagement of a consultant to assist us with various financial
projects.

Professional fees decreased by $2,350 to $13,456 in the three
months ended February 28, 2010 from $15,806 for the three months ended February
28, 2009. The decrease in this category of expenses resulted from reduced
requirements for professional services in the three months ended February 28,
2010 as compared with the three months ended February 28, 2009. Professional
fees increased by $66,615 to $121,015 for the nine months ended February 28,
2010 as compared with the amount expended in this category during the nine
months ended February 28, 2009, as a result of additional legal expenses
incurred in connection with our acquisition of Sky Harvest  Saskatchewan, the
creation of the 2009 Stock Option plan, and additional professional accounting
services during the period.

General and administrative expenses increased by $55,991 to
$58,619 for the three months ended February 28, 2010 from $2,682 for the three
months ended February 28, 2009. The increase in this category of expenses for
the three months ended February 28, 2010 resulted from additional insurance
costs and the recognition of $28,857 in stock based compensation expense,
together with increased expenditure on costs associated with the maintenance of
the public company, and travel and office expenses associated with our
subsidiary. General and administrative expenses increased by $640,318 to
$649,416 for the nine months ended February 28, 2010 as compared with the nine
months ended February 28, 2009 resulting from the recognition of $557,477 in
stock compensation expense together with increased insurance, travel and office
expenses, and expenses associated with the maintenance of the public
company.

Acquired development costs amounting to $242,501 expensed
during the nine months ended February 28, 2010, represent development costs
incurred by Sky Harvest  Saskatchewan prior to acquisition by the Company on
July 11, 2009.

Foreign exchange (gain) loss
  Foreign currency transactions are primarily undertaken in
Canadian dollars. Foreign exchange gains and losses arise from the translation
of transactions in Canadian dollars into US dollars. Foreign currency exchange
rates fluctuate, and gains and losses resulting from these fluctuations
recognized as they occur. Company has not, to the date of this report, utilized
derivative instruments to offset the impact of foreign currency fluctuations

Interest income
  Interest income declined by $3,975 to $170 for the three months
ended February 28, 2010 from $4,145 for the three months ended February 28,
2010, and decreased by $10,567 to $1,994 for the nine months ended February 28,
2010 as compared $12,561 received in the nine months ended February 28, 2009.
The reduction in interest income resulted from the utilization of the Companys
short term investments to fund development of the Companys wind power projects
and continued corporate operations. In addition, the significant reduction in
interest rates offered by commercial banks resulting from the current adverse
economic conditions impacted this item negatively.

6

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Liquidity and Capital Resources

Our financial condition as at February 28, 2010, and May 31,
2009 and the changes for on those dates are summarized as follows:

|                    |  | February 28, |  |  | May 31, |  |  |                   |   |  |       |  
|------------------- |  | ------------ |  |  | ------- |  |  | ----------------- | - |  | ----- | -
|                    |  | 2010         |  |  | 2009    |  |  | Increase/Decrease |  
|                    |  | $            |  |  | $       |  |  | $                 |   |  | %     |  
|Current Assets      |  | 155,173      |  |  | 984,877 |  |  | (829,704          | ) |  | (84%  | )
|Current Liabilities |  | 43,483       |  |  | 7,075   |  |  | 36,408            |   |  | (515% | )
|Working Capital     |  | 111,690      |  |  | 977,802 |  |  | (866,112          | ) |  | (89%  | )

The decrease of $866,112 or 89% in our working capital was
primarily due to a decrease in cash and cash equivalents as result the of
expenditures undertaken during the period and the elimination of the Note
receivable on consolidation of our subsidiary, offset by an increase in prepaid
expenses and increases in Accounts payable and Accrued liabilities acquired on
acquisition of Sky Harvest  Saskatchewan.

Cash Flows

|                                                      |  | Three months ended February 28, |   |  | Nine months ended February 28, |  
|----------------------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | -
|                                                      |  | 2010                            |   |  | 2009                           |  
|                                                      |  | $                               |   |  | $                              |  
|Cash Flows (used in) Operating Activities             |  | (139,127                        | ) |  | (181,635                       | )
|Cash Flows provided by (used in) Investing Activities |  | 199,011                         |   |  | (50,000                        | )
|Cash Flows provided by Financing Activities           |  | 0                               |   |  | 0                              |  
|Effect of exchange rate changes on cash               |  | (421                            | ) |  | 0                              |  
|Net increase (decrease) in cash during year           |  | 59,884                          |   |  | (231,635                       | )

During the three months ended February 28, 2010 we used net
cash in operating activities in the amount of $139,127. The cash used in the
current period by our operating activities was primarily represented by our
operations on our wind power projects, our acquisition of Sky Harvest -
Saskatchewan and shareholder communications.

Cash flows provided by investing activities represent short
term investments redeemed during the three months ended February 28, 2010.

7

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Disclosure of Outstanding Share Data

Warrants
None

Share options
  On September 11, 2009, we granted stock options to directors,
officers and key advisors to acquire up to 1,500,000 shares of common stock
exercisable at $0.51 per share on or before September 11, 2014.

A summary of our stock option activity is as follows:

|                              |  |           |  |  | Weighted | 
|----------------------------- |  | --------- |  |  | -------- | 
|                              |  |           |  |  | Average  | 
|                              |  |           |  |  | Exercise | 
|                              |  | Number of |  |  | Price    | 
|                              |  | Options   |  |  | $        | 
|Balance, as at May 31, 2009   |  | -         |  |  | -        | 
|Granted                       |  | 1,250,000 |  |  | 0.51     | 
|Expired                       |  | -         |  |  | -        | 
|Exercised                     |  | -         |  |  | -        | 
|Balance, as at April 13, 2010 |  | 1,250,000 |  |  | 0.51     | 

Future Financings

We recorded a net operating loss of $1,385,047 for the nine
months ended February 28, 2010, and have an accumulated deficit of $2,514,147
since inception. As of February 28, 2010 we had cash and cash equivalents, and
short term investments totaling $247,974 (May 31, 2009 - $694,962). As of April
12, 2010, we had cash and cash equivalents, and short term investments totaling
$49,343.

As of the date of this report, management anticipates that we
will require at least $970,000 to fund our corporate operations and proposed
exploration and development 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 additional debt or 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 site over which we
have acquired the rights to erect turbines 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. We may
also seek to raise additional cash by the issuance of debt instruments. 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.

8

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Off Balance Sheet Arrangements

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

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 $490,000in 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 properties on which we have erected a
meteorological towers.

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

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

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

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

9

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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 power the wind turbines may
render our wind farms 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.

We may fail to qualify to participate in the Request for
Proposals to be issued by the Saskatchewan Power Corporation, or fail to submit
a successful proposal, or fail to negotiate a power purchase
agreement.
On December 19, 2009, Saskatchewan Power Corporation
(SaskPower), the Crown Corporation responsible for electricity supply in the
Canadian province of Saskatchewan, issued a request for qualifications (RFQ)
in connection with the procurement of up to 175 megawatts of wind power from one
or more independent power producers. The purpose of the RFQ is to identify
qualified bidders with the interest and capability to finance, build and operate
a wind generation facility of between 100MW and 175MW in the Province. Saskpower
set certain criteria for respondents to the RFQ relating to the nature of the
project, control of the proposed site, wind project expertise and financial
strength. The closing date for the RFQ was extended to March 12, 2010. Saskpower
has indicated that the names of qualified respondents the RFQ will be announced
during April 2010, and that qualified respondents will be invited to participate
in a request for proposals (RFP) stage in the spring of 2010.

The Company was unable to satisfy all the criteria as set out
in the RFQ and accordingly entered into a non-binding letter of intent with an
established international wind farm developer and operator for the purpose of
assisting the Company to qualify in the RFQ. The letter of intent provides that
if the Company is qualified by SaskPower to participate in the RFP, the Company
and the international wind farm developer and operator will negotiate a
definitive joint venture agreement and submit a joint proposal in the RFP
stage.

The Company submitted its response to the RFQ on March 12,
2010. As of the date of this report, SaskPower has not announced the names of
qualified respondents to the RFQ.

Although the Company expects to be qualified in the RFQ stages
with the support of the international wind farm developer and operator, there is
no assurance that it will in fact be qualified.

If the Company is qualified in the RFQ stage there is no
assurance that it will be able to conclude a definitive joint venture agreement
with the international wind farm developer and operator on terms acceptable to
the Company. There is also no assurance that a joint proposal by the Company and
international wind farm developer and operator will be successful in the RFP
stage. Furthermore, there is no assurance that if the proposal submitted by the
Company and the international wind farm developer and operator were accepted by SaskPower, the Company and the
international wind farm developer operator will be able to negotiate a power
purchase agreement with SaskPower on terms acceptable to Company and/or
international wind farm developer and operator.

10

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If we cannot find a party which will purchase our
electricity on acceptable terms, we will not be able 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 secure a purchaser for any
electricity that we produce on acceptable terms. Without a purchaser 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 difficult or impossible to
obtain within the United States. As well, any judgment obtained in the United
States against us may not be collectible within the United States.

Risks Related to our Common Stock

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

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

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

11

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at February 28, 2010, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and principal financial officer. Based on this evaluation, our
principal executive officer and principal financial officer has concluded that
the design and operation of our disclosure controls and procedures are effective
as at the end of the period covered by this report.

12

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Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial
reporting during the three months ended February 28, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

13

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4.Removed and Reserved

Item 5. Other Information.

None

14

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Item 6. Exhibits.

|                                                                                                                                                |         |        |                    | Filed
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------ | ------------------ | -----
|                                                                                                                                                |         |        |                    | with 
|                                                                                                                                                |         |        |                    | this 
|                                                                                                                                                | Exhibit |        |                    | Form 
|Description                                                                                                                                     | No.     | Form   | Filing date        | 10-Q 
|Articles of Incorporation and Bylaws                                                                                                            |         |        |                    |      
|Articles of Incorporation                                                                                                                       | 3.1     | SB-2   | July 14, 2005      |      
|Bylaws                                                                                                                                          | 3.2     | SB-2   | July 14, 2005      |      
|Certificate of designation                                                                                                                      | 3.3     | 8-K    | July 13, 2009      |      
|Instruments defining the rights of
      security holders                                                                                       |         |        |                    |      
|Form of Warrant Certificate for July 13,
      2007                                                                                             | 4.1     | 10-QSB | January 14, 2008   |      
|Private Placement                                                                                                                               |         |        |                    |      
|Material Contractsmanagement
      contracts and compensatory plans                                                                            |         |        |                    |      
|Management Agreement between Keewatin Windpower Corp. and Christopher Craddock,
    dated March 1, 2005                                         | 10.1    | SB-2   | July 14, 2005      |      
|Material Contractsfinancing
      agreements                                                                                                   |         |        |                    |      
|Form of Subscription Agreement for July 13,
      2007 Private Placement for US Subscribers                                                     | 10.2    | 10-QSB | January 14, 2008   |      
|Form of Subscription Agreement for July 13,
      2007 Private Placement for Non-US Subscribers                                                 | 10.3    | 10-QSB | January 14, 2008   |      
|Material Contractsother                                                                                                                        |         |        |                    |      
|Consent to Entry/Right of Access Agreement
      between Keewatin Windpower Corp. and Edward and Charlotte Bothner, dated
      August 23, 2005 | 10.4    | SB-2   | September 29, 2005 |      
|Letter of Intent between Keewatin Windpower
      Corp. and Sky Harvest Windpower Corp. dated March 27, 2007                                    | 10.5    | 10-QSB | January 14, 2008   |      
|Loan Agreement between Sky Harvest
      Windpower Corp. and Keewatin Windpower Corp. dated September 23, 2008                                  | 10.6    | 10-QSB | January 14, 2009   |      
|Promissory Note of Sky Harvest Windpower
      Corp. dated September 23, 2008                                                                   | 10.7    | 10-QSB | January 14, 2009   |      
|Financial Communications and Strategic
      Consulting Agreement with Aspire Clean Tech Communications, Inc. dated
      February 23, 2009     | 10.8    | 8-K    | March 3, 2009      |      
|Promissory Note of Sky Harvest Windpower
      Corp. dated September 23, 2008                                                                   | 10.9    | 10-Q   | February 28, 2009  |      
|Loan Agreement between Sky Harvest
      Windpower Corp. and Keewatin Windpower Corp. dated January 28, 2009                                    | 10.10   | 10-Q   | February 28, 2009  |      
|Share exchange agreement between Keewatin
      Windpower Corp. and Sky Harvest Windpower Corp. dated May 11, 2009                              | 10.11   | 8-K    | July 10, 2009      |      
|Exchangeable share support agreement
      between Keewatin Windpower Corp. and Keewatin Windpower Inc. dated May 11,
      2009                | 10.12   | 8-K    | July 10, 2009      |      

15

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|Voting and exchange trust agreement between
      Keewatin Windpower Corp., Keewatin Windpower Inc. and Valiant Trust
      Company dated May 11, 2009                                                        | 10.13 | 8-K  | July 10, 2009      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---- | ------------------ | 
|Articles of Merger filed between Keewatin
      Windpower Corp. and Sky Harvest Windpower Corp. filed September 1, 2009                                                                                       | 10.14 | 8-K  | September 17, 2009 | 
|Adoption of 2009 Stock Option Plan dated
      September 11, 2009                                                                                                                                             | 10.15 | 8-K  | September 23, 2009 | 
|Code of Ethics                                                                                                                                                                                                |       |      |                    | 
|Code of Ethics                                                                                                                                                                                                | 14.1  | 10-K | August 31, 2009    | 
|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  |      | *                  | 

16

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SIGNATURES

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

SKYHARVEST WINDPOWER CORP.

/s/ Chris CraddockChris CraddockChief Executive
Officer and Chief Financial OfficerPrincipal Executive Officer, Principal
Accounting Officer and Principal Financial Officer 
Date: April 14,
2010

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

/s/ Chris CraddockChris CraddockChief Executive
Officer, Chief Financial Officer , President, Treasurer, Secretary, and Director
,Principal Executive Officer, Principal Accounting Officer and Principal
Financial Officer 
Date: April 14, 2010

/s/ William InyWilliam Iny Director 
Date:
April 14, 2010

17

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