U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                     For the Period ended February 28, 2006

                        Commission File Number 333-126580


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


       Nevada                                                   Applied For
(State of incorporation)                                (IRS Employer ID Number)


                           1294 Emery Place, Suite 44
                       North Vancouver, BC, Canada V7J 1R3
                                 (778) 835-7980
          (Address and telephone number of principal executive offices)


                                 Chris Craddock
                           1294 Emery Place, Suite 44
                       North Vancouver, BC, Canada V7J 1R3
                    Phone: (778) 835-7980 Fax: (604) 232-0485
            (Name, address and telephone number of agent for service)

Check 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 [ ]

There were 3,510,000 shares of Common Stock outstanding as of February 28, 2006.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  As of             As of
                                                               February 28,         May 31,
                                                                  2006               2005
                                                                --------           --------
<S>                                                             <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                          $    467           $ 40,844
  Prepaid expenses                                                 1,335              1,335
                                                                --------           --------
TOTAL CURRENT ASSETS                                               1,802             42,179

OTHER ASSETS
  Deposit                                                         25,043                 --
                                                                --------           --------
TOTAL OTHER ASSETS                                                25,043                 --
                                                                --------           --------

      TOTAL ASSETS                                              $ 26,845           $ 42,179
                                                                ========           ========

             LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Loan payable (related party)                                  $ 20,300           $     --
                                                                --------           --------
TOTAL CURRENT LIABILITIES                                         20,300                 --
                                                                --------           --------

      TOTAL LIABILITIES                                           20,300                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized: 3,510,000 shares issued and outstanding
   as of February 28, 2006 and May 31, 2005)                       3,510              3,510
  Additional paid-in capital                                      50,990             50,990
  Deficit accumulated during development stage                   (47,955)           (12,321)
                                                                --------           --------

TOTAL STOCKHOLDERS' EQUITY                                         6,545             42,179
                                                                --------           --------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $ 26,845           $ 42,179
                                                                ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       2
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            February 25, 2005
                                         Nine Months       Three Months        (inception)
                                           Ended              Ended              through
                                         February 28,       February 28,       February 28,
                                            2006               2005               2006
                                         -----------        -----------        -----------
<S>                                      <C>                <C>                <C>
REVENUES
  Revenues                               $        --        $        --        $        --
                                         -----------        -----------        -----------
TOTAL REVENUES                                    --                 --                 --

OPERATING COSTS
  Management expense                          12,300                900             21,000
  Administrative expenses                     23,334             10,000             26,955
                                         -----------        -----------        -----------
TOTAL OPERATING COSTS                         35,634             10,900             47,955
                                         -----------        -----------        -----------

NET INCOME (LOSS)                        $   (35,634)       $   (10,900)       $   (47,955)
                                         ===========        ===========        ===========

BASIC EARNINGS (LOSS) PER SHARE          $     (0.01)       $     (0.00)
                                         ===========        ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                 3,510,000          3,510,000
                                         ===========        ===========
</TABLE>

                       See Notes to Financial Statements

                                       3
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
          From February 25, 2005 (inception) through February 28, 2006
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

Net loss May 31, 2005                                                                     (12,321)      (12,321)
                                                ----------     --------     -------      --------      --------
BALANCE, MAY 31, 2005                            3,510,000        3,510     $50,990      $(12,321)       42,179
                                                ----------     --------     -------      --------      --------
Net loss February 28, 2006                                                                (35,634)      (35,634)
                                                ----------     --------     -------      --------      --------
BALANCE, FEBRUARY 28, 2006                       3,510,000     $  3,510     $50,990      $(47,955)     $  6,545
                                                ==========     ========     =======      ========      ========
</TABLE>

                       See Notes to Financial Statements

                                       4
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  February 25, 2005
                                                               Six Months        Three Months        (inception)
                                                                 Ended              Ended             through
                                                               February 28,       February 28,       February 28,
                                                                  2006               2005               2006
                                                                --------           --------           --------
<S>                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                             $(35,634)          $(10,900)          $(47,955)
  Changes in operating assets and liabilities:
    (Increase) decrease in deposit                               (25,043)             4,957            (25,043)
    (Increase) decrease in prepaid expenses                           --              1,215             (1,335)
                                                                --------           --------           --------
       NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (60,677)            (4,728)           (74,333)

CASH FLOWS FROM INVESTING ACTIVITIES

       NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES            --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued for cash                                        --                 --             54,500
  Proceeds from loan payable (related party)                      20,300              3,100             20,300
                                                                --------           --------           --------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        20,300              3,100             74,800
                                                                --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                  (40,377)            (1,628)               467

CASH AT BEGINNING OF PERIOD                                       40,844              2,095                 --
                                                                --------           --------           --------
CASH AT END OF PERIOD                                           $    467           $    467           $    467
                                                                ========           ========           ========

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

                       See Notes to Financial Statements

                                       5
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of February 28, 2006


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, and development of its business plan
for the exploration and development of wind power projects in Canada.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

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

B. BASIC EARNINGS PER SHARE

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

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

C. CASH EQUIVALENTS

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

D. INCOME TAXES

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

                                       6
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of February 28, 2006


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. INCOME TAXES (CONTINUED)

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

NOTE 3. WARRANTS AND OPTIONS

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

NOTE 4. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company  generated net losses of $47,955 during the period from February 25,
2005 (inception) to February 28, 2006. This condition raises  substantial  doubt
about the  Company's  ability to  continue  as a going  concern.  The  Company's
continuation  as a going  concern  is  dependent  on its  ability  to  meet  its
obligations, to obtain additional financing as may be required and ultimately to
attain  profitability.  The financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.

NOTE 5. RELATED PARTY TRANSACTION

The Company  neither owns nor leases any real or personal  property.  A director
provides  office  services  without  charge.  Such costs are  immaterial  to the
financial  statements  and  accordingly,  have not been reflected  therein.  The
officer and director of the Company is involved in other business activities and
may, in the future,  become  involved in other  business  opportunities  as they
become  available,  he may face a conflict in selecting  between the Company and
his other  business  interests.  The Company has not formulated a policy for the
resolution of such conflicts.

                                       7
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of February 28, 2006


NOTE 5. RELATED PARTY TRANSACTION (CONTINUED)

The Company entered into a management agreement whereas the Company for a period
of six months will pay a monthly  fee of $2,500 for  services  performed  on the
Corporations behalf.

During  the period  ended  February  28,  2006 Chris  Craddock,  a director  and
principal  shareholder of the company,  advanced the company funds in the amount
of $3,100,  leaving an outstanding balance of $20,300.  The balance is unsecured
and interest free with no specified terms of repayment.

NOTE 6. INCOME TAXES

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


                                                         As of February 28, 2006
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                              $ 7,193
     Other                                                              0
                                                                  -------
     Gross deferred tax assets                                      7,193
     Valuation allowance                                           (7,193)
                                                                  -------

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

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

NOTE 7. SCHEDULE OF NET OPERATING LOSSES

As of February 28, 2006, the Company has a net operating loss  carry-forwards of
approximately  $47,955.  Net operating loss  carry-forward  expires twenty years
from the date the loss was incurred.

                                       8
<PAGE>
                            KEEWATIN WINDPOWER CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of February 28, 2006


NOTE 8. STOCK TRANSACTIONS

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

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

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

On March 31, 2005 the Company  issued 100,000 shares of common stock for cash of
$5,000 ($0.005 per share).

On April 7, 2005 through  April 28, 2005 the Company  issued  160,000  shares of
common stock for cash of $8,000 ($0.05 per share).

From May 1, 2005  through  May 25,  2005 the Company  issued  230,000  shares of
common stock for cash of $11,500 ($0.05 per share).

On May 31, 2005 the Company  issued  20,000  shares of common  stock for cash of
$10,000 ($0.50 per share).

As of February 28, 2006 the Company had 3,510,000  shares of common stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of February 28, 2006:

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

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We are still in our development stage and have generated no revenue to date.
During the quarter, we continued to negotiate a land lease agreement with a
landowner in the vicinity of Beechy, Saskatchewan whereby we would have access
to certain lands in order to erect wind power facilities on the property.

We incurred operating expenses of $35,634 for the nine-month period ended
February 28, 2006. These expenses consisted of management fees of $12,300,
travel expenses of $7,142, professional fees of $5,060, meteorological fees of
4,945, audit and accounting fees of $2,675, general and administrative expenses
of $1,809, land access fees of $850 and bank fees of $140.

At February 28, 2006, we had cash on hand of $467 and an equipment deposit of
$4,243. At the same date, our liabilities consisted of $20,300 in loans from our
president, Chris Craddock.

Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our current operating funds are not sufficient to complete our intended business
objectives. As of February 28, 2006, we had cash on hand in the amount of $467.
We anticipate spending $60,000 on annual land lease costs and $67,250,000 on
erecting wind turbines on the property if a suitable wind resource is proven. We
will need to acquire additional financing in order to cover remaining business
costs.

We do not currently have any arrangements for financing and may not be able to
find such financing if required. We currently do not have any operations and we
have no income. The most likely sources of future funds that will be available
to us are through debt financing and through the sale of equity capital. We will
only be able to secure debt financing for wind turbines if we are able to prove
that an economic wind resource exists on a property that we acquire.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

PLAN OF OPERATIONS

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

     1.   Review data from the meteorological tower that has been erected on the
          Saskatachewan property to assess the wind resource. The preliminary
          wind assessment study of a property will take 12 months.

     2.   We will commence discussions with potential customers that may be
          interested in purchasing electricity that would be generated from our
          potential wind power project, contact wind turbine suppliers regarding
          the planned purchase and delivery of equipment and seek potential
          sources of debt and equity financing.

                                       10
<PAGE>
We have erected a meteorological tower on a property in southwest Saskatchewan
for the purpose of determining whether the property possesses a wind resource
sufficient to justify the erection of wind turbines.

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

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

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

Our cash on hand, $467 as of February 28, 2006, is sufficient to cover a portion
of administrative expenses. We will require additional funding in order to cover
land lease costs and to erect wind turbines on the property, if warranted.

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

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

We have not had any specific communications with any representative of a debt
financing institution regarding our proposed wind power project. Accordingly, we
cannot guarantee that we will be able to raise 75% of our required funds through
debt financing.

                                       11
<PAGE>
We will begin sourcing equity financing to cover the balance of our anticipated
costs for the next 12 months and anticipated costs relating to the erection of
wind turbines as soon as we have received approximately three months worth of
positive data from our wind study on the Saskatchewan property. We do not have
any current arrangements in this regard. Until such financing is arranged, we
will rely on director loans in order to cover our costs of operations. Our sole
director, Mr. Craddock has indicated that he is prepared to loan funds to us,
but there are no formal arrangements in this regard. He is not legally obligated
to loan funds to us. There is no guarantee that we will receive such loans.

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

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

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

If our wind study on the Saskatchewan property indicates that it has a wind
resource with a capacity factor of at least 35%, we will attempt to execute a
power purchase agreement with a utility in Saskatchewan or a neighboring
jurisdiction. The agreement will include the price to be paid for the
electricity we produce in cents per kilowatt hour and the term of the agreement.
It will also be subject to us obtaining the necessary financing to proceed with
the wind power project.

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

CRITICAL ACCOUNTING POLICIES

The unaudited financial statements as of February 28, 2006 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our May 31, 2005 audited financial statements and notes
thereto, which can be found in our Form SB-2 Registration Statement and the
amendments thereto on the SEC website at under our SEC File Number 333-126580.

Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise

                                       12
<PAGE>
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgement.

The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:

A. BASIS OF ACCOUNTING

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

B. BASIC EARNINGS PER SHARE

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

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

C. CASH EQUIVALENTS

We consider all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

D. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry-forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

E. NEW ACCOUNTING STANDARDS

Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, could have a material effect on the
accompanying financial statements.

                                       13
<PAGE>
FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-QSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-QSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.

All written forward-looking statements made in connection with this Form 10-QSB
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

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<PAGE>
                          PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are included with this registration statement filing.
Those marked with an asterisk and required to be filed hereunder, are
incorporated by reference and can be found in their entirety in our original
Form SB-2 Registration Statement, filed under SEC File Number 333-126580, at the
SEC website at www.sec.gov:

Exhibit No.                      Description
-----------                      -----------
   31.1       Certification pursuant to Rule 13a-14(a) under the Securities
              Exchange Act of 1934
   31.2       Certification pursuant to Rule 13a-14(a) under the Securities
              Exchange Act of 1934
   32.1       Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   32.2       Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

There were no reports filed on Form 8-K during the quarter ended February 28,
2006.

                                   SIGNATURES

Pursuant to the requirements of Section 13(a) 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.

April 14, 2006             Keewatin Windpower Corp., Registrant


                           By: /s/ Chris Craddock
                              --------------------------------------------------
                              Chris Craddock, President and Chief
                              Executive Officer

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

April 14, 2006             Keewatin Windpower Corp., Registrant


                           By: /s/ Chris Craddock
                              --------------------------------------------------
                              Chris Craddock, President, Treasurer, Chief
                              Executive Officer and Principal Accounting Officer

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