UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended February 28, 2007

[ ] Transition Report under 13 or 15(d) of the Exchange Act

    For the transition period from ______________ to ______________

                        Commission File Number 333-126580


                            Keewatin Windpower Corp.
        (Exact name of small Business Issuer as specified in its charter)


           Nevada                                           Pending
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


     666 Burrard Street, Suite 617
          Vancouver, BC, Canada                              V6C 2X8
(Address of principal executive offices)                    (Zip Code)


                   Issuer's telephone number: (778) 835-7980


            409 Granville Street, Suite 603, Vancouver, B.C., V6C 1T2
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,530,000 shares of $0.001 par value
common stock outstanding as of April 18, 2007.
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                                 Balance Sheets
                           (Expressed in US Dollars)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                      February 28,          May 31,
                                                                          2007               2006
                                                                           $                  $
                                                                        --------           --------
<S>                                                                      <C>                  <C>
ASSETS

Current Assets
  Cash and cash equivalents                                              416,958              3,001
  Short term investment                                                   50,432                 --
  Prepaid expenses                                                            --              1,338
                                                                        --------           --------

Total Current Assets                                                     467,390              4,339

Property and equipment, net (Note 4)                                      16,976             20,096
                                                                        --------           --------

Total Assets                                                             484,366             24,435
                                                                        ========           ========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Liabilities
  Accounts payable                                                         2,772                 --
  Accrued liabilities                                                      1,930                 --
  Loans payable to related party (Note 5)                                     --             22,100
  Management fees payable (Note 5)                                        37,600             17,700
                                                                        --------           --------

Total Liabilities                                                         42,302             39,800
                                                                        --------           --------

Contingencies (Note 2)

Stockholders' Equity (Deficiency)
  Preferred Stock:
    Authorized: 10,000,000 shares, $0.001 par value
    Issued and outstanding: None                                              --                 --
  Common Stock:
    Authorized: 100,000,000 shares, $0.001 par value
    Issued and outstanding: 10,530,000 shares as of February 28,
    and May 31, 2006                                                      10,530             10,530
  Additional paid-in capital                                             409,478             43,970
  Common stock subscribed (Note 6)                                       500,500                 --
  Deficit accumulated during the development stage                      (478,444)           (69,865)
                                                                        --------           --------

Total Stockholders' Equity (Deficiency)                                  442,064            (15,365)
                                                                        --------           --------

Total Liabilities and Stockholders' Equity (Deficiency)                  484,366             24,435
                                                                        ========           ========
</TABLE>

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

                                       2
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                            Statements of Operations
                           (Expressed in US Dollars)
                                  (unaudited)

<TABLE>
<CAPTION>
                                 Accumulated from
                                February 25, 2005     For the         For the         For the         For the
                               (Date of Inception)  Three Months    Three Months    Nine Months     Nine Months
                                        To             Ended           Ended           Ended           Ended
                                   February 28,     February 28,    February 28,    February 28,    February 28,
                                       2007             2007            2006            2007            2006
                                         $                $               $               $               $
                                    ----------       ----------      ----------      ----------      ----------
<S>                                <C>               <C>                <C>         <C>              <C>
Expenses
  Management fees                      152,577           98,877             900         113,877          12,300
  General and administrative           331,033          285,640          10,015         299,867          23,334
                                    ----------       ----------      ----------      ----------      ----------

Operating loss                         483,610          384,517          10,915         413,744          35,634
                                    ----------       ----------      ----------      ----------      ----------

Other Income
  Interest income                       (5,166)          (5,166)             --          (5,166)             --
                                    ----------       ----------      ----------      ----------      ----------

Net loss                               478,444          379,351          10,915         408,578          35,634
                                    ==========       ==========      ==========      ==========      ==========
Net loss per common share -
 basic and diluted                                        (0.04)             --           (0.04)             --
                                                     ==========      ==========      ==========      ==========
Weighted average number of
 common stock outstanding                            10,530,000      10,530,000      10,530,000      10,530,000
                                                     ==========      ==========      ==========      ==========
</TABLE>


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

                                       3
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                            Statements of Cash Flows
                           (Expressed in US Dollars)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                          Accumulated from
                                                          February 25, 2005
                                                         (Date of Inception)    Nine Months        Nine Months
                                                                 To                Ended              Ended
                                                             February 28,       February 28,       February 28,
                                                                2007               2007               2006
                                                                  $                  $                  $
                                                              --------           --------           --------
<S>                                                           <C>                <C>                 <C>
Operating activities
  Net loss for the period                                     (478,444)          (408,578)           (35,634)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation                                                3,837              3,120                 --
     Stock-based compensation                                  365,508            365,508                 --

  Changes in operating assets and liabilities:
     Deposit                                                        --                 --            (25,043)
     Prepaid expenses                                               --              1,338                 --
     Accrued interest                                             (432)              (432)                --
     Accounts payable and accrued liabilities                    4,701              4,701                 --
     Management fees payable                                    37,600             19,900                 --
                                                              --------           --------           --------

Net cash flows (used in) operating activities                  (67,229)           (14,443)           (60,677)
                                                              --------           --------           --------
Investing activities
  Purchase of equipment                                        (20,813)                --                 --
  Purchase of short term investment                            (50,000)           (50,000)                --
                                                              --------           --------           --------

Net cash flows (used in) investing activities                  (70,813)           (50,000)                --
                                                              --------           --------           --------
Financing activities
  Proceeds from common stock issuances                          54,500                 --                 --
  Proceeds from common stock subscriptions                     500,500            500,500                 --
  (Repayment of) / Proceeds from related party loans                --            (22,100)            20,300
                                                              --------           --------           --------

Net cash flows provided by financing activities                555,000            478,400             20,300
                                                              --------           --------           --------

Increase (decrease) in cash and cash equivalents               416,958            413,957            (40,377)

Cash and cash equivalents - beginning of period                     --              3,001             40,844
                                                              --------           --------           --------

Cash and cash equivalents - end of period                      416,958            416,958                467
                                                              ========           ========           ========
Supplementary disclosures
  Interest paid                                                                        --                 --
  Income taxes paid                                                                    --                 --
                                                                                 ========           ========
</TABLE>

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

                                       4
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           (Expressed in US Dollars)
                                  (unaudited)

1. Basis of Presentation

   The  unaudited   financial   information   furnished   herein   reflects  all
   adjustments,  which in the opinion of  management,  are  necessary  to fairly
   state the Company's  financial position and the results of its operations for
   the  periods  presented.  This  report  on  Form  10-QSB  should  be  read in
   conjunction  with  the  Company's  financial  statements  and  notes  thereto
   included in the Company's Form 10-KSB for the fiscal year ended May 31, 2006.
   The  Company  assumes  that the users of the  interim  financial  information
   herein have read or have access to the audited  financial  statements for the
   preceding fiscal year and that the adequacy of additional  disclosure  needed
   for a fair  presentation  may be  determined  in that  context.  Accordingly,
   footnote  disclosure,  which would  substantially  duplicate  the  disclosure
   contained  in the  Company's  Form  10-KSB for the fiscal  year ended May 31,
   2006, has been omitted.  The results of operations for the nine-month  period
   ended February 28, 2007 are not necessarily indicative of results that may be
   expected for the fiscal year ending May 31, 2007.

2. Nature of Operations and Continuance of Business

   The Company was incorporated in the State of Nevada on February 25, 2005. The
   Company is a Development Stage Company,  as defined by Statement of Financial
   Accounting  Standard  ("SFAS") No.7 "ACCOUNTING AND REPORTING FOR DEVELOPMENT
   STAGE  COMPANIES".  Its  activities  to date have  been  limited  to  capital
   formation,  organization,  and  development  of its  business  plan  for  the
   exploration and development of wind power projects in Canada.

   These financial statements have been prepared on a going concern basis, which
   implies the Company  will  continue to realize its assets and  discharge  its
   liabilities in the normal course of business. The Company has never generated
   revenues since  inception and has never paid any dividends and is unlikely to
   pay dividends or generate  earnings in the immediate or  foreseeable  future.
   The  continuation  of the Company as a going  concern is  dependent  upon the
   continued financial support from its shareholders, the ability of the Company
   to obtain necessary  equity  financing to continue  operations the successful
   exploitation  of  economically  recoverable  electricity  in its  wind  power
   projects,  and the  attainment of profitable  operations.  As at February 28,
   2007, the Company has accumulated  losses of $477,617 since inception.  These
   factors raise  substantial  doubt regarding the Company's ability to continue
   as a going concern. These 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 or equity  offerings.
   Management  has yet to decide what type of offering  the Company  will use of
   how much  capital the Company  will  attempt to raise.  There is no guarantee
   that  the  Company  will be able to raise  any  capital  through  any type of
   offering.  During the period ended  February 28, 2007,  the Company  received
   $500,500  in share  subscription  proceeds,  but to date has not  issued  any
   shares.

3. Recent Accounting Pronouncements

   In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
   No.  159,  "THE  FAIR  VALUE  OPTION  FOR  FINANCIAL   ASSETS  AND  FINANCIAL
   LIABILITIES  - INCLUDING  AN  AMENDMENT  OF FASB  STATEMENT  NO.  115".  This
   statement  permits  entities to choose to measure many financial  instruments
   and certain other items at fair value. Most of the provisions of SFAS No. 159
   apply  only to  entities  that  elect the fair  value  option.  However,  the
   amendment to SFAS No. 115  "ACCOUNTING  FOR CERTAIN  INVESTMENTS  IN DEBT AND
   EQUITY  SECURITIES"  applies  to all  entities  with  available-for-sale  and
   trading  securities.  SFAS No. 159 is  effective  as of the  beginning  of an
   entity's  first  fiscal year that  begins  after  November  15,  2007.  Early
   adoption is permitted as of the  beginning of a fiscal year that begins on or
   before  November  15,  2007,  provided  the entity  also  elects to apply the
   provision of SFAS No. 157,  "FAIR VALUE  MEASUREMENTS".  The adoption of this
   statement  is  not  expected  to  have a  material  effect  on the  Company's
   financial statements.

   In September 2006, the SEC issued Staff Accounting  Bulletin ("SAB") No. 108,
   "CONSIDERING  THE  EFFECTS  OF  PRIOR  YEAR  MISSTATEMENTS  WHEN  QUANTIFYING
   MISSTATEMENTS  IN CURRENT YEAR FINANCIAL  STATEMENTS."  SAB No. 108 addresses
   how the effects of prior year uncorrected  misstatements should be considered
   when quantifying misstatements in current year financial statements.  SAB No.
   108 requires  companies to quantify  misstatements  using a balance sheet and
   income statement  approach and to evaluate whether either approach results in
   quantifying  an error that is material in light of relevant  quantitative  an
   qualitative  factors.  SAB No. 108 is effective for fiscal years ending after
   November 15, 2006. The Company is currently evaluating the impact of adopting
   SAB No.  108 but does not expect  that it will have a material  effect on its
   financial statements.

                                       5
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           (Expressed in US Dollars)
                                  (unaudited)


3. Recent Accounting Pronouncements (continued)

   In September 2006, the FASB issued SFAS No. 158,  "EMPLOYERS'  ACCOUNTING FOR
   DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB
   STATEMENTS NO. 87, 88, 106, AND 132(R)". This statement requires employers to
   recognize  the  overfunded  or  underfunded   status  of  a  defined  benefit
   postretirement  plan  (other  than  a  multiemployer  plan)  as an  asset  or
   liability in its statement of financial  position and to recognize changes in
   that  funded   status  in  the  year  in  which  the  changes  occur  through
   comprehensive  income of a business  entity or changes  in  unrestricted  net
   assets of a  not-for-profit  organization.  This  statement  also requires an
   employer  to  measure  the  funded  status  of a plan  as of the  date of its
   year-end  statement  of financial  position,  with  limited  exceptions.  The
   provisions of SFAS No. 158 are effective for employers  with publicly  traded
   equity  securities as of the end of the fiscal year ending after December 15,
   2006.  The  adoption  of this  statement  is not  expected to have a material
   effect on the  Company's  future  reported  financial  position or results of
   operations.

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

   In June 2006,  the Financial  Accounting  Standards  Board (FASB) issued FASB
   Interpretation  No. 48,  "ACCOUNTING  FOR  UNCERTAINTY  IN INCOME  TAXES,  AN
   INTERPRETATION  OF FASB  STATEMENTS NO. 109". FIN 48 clarifies the accounting
   for  uncertainty  in income taxes by  prescribing a two-step  method of first
   evaluating  whether a tax position has met a more likely than not recognition
   threshold and second,  measuring that tax position to determine the amount of
   benefit  to be  recognized  in the  financial  statements.  FIN  48  provides
   guidance on the presentation of such positions within a classified  statement
   of financial  position as well as on  derecognition,  interest and penalties,
   accounting  in  interim  periods,  disclosure,  and  transition.  FIN  48  is
   effective for fiscal years beginning after December 15, 2006. The adoption of
   this  statement  is not expected to have a material  effect on the  Company's
   future reported financial position or results of operations.

   In March 2006,  the FASB issued SFAS No. 156,  "ACCOUNTING  FOR  SERVICING OF
   FINANCIAL  ASSETS,  AN AMENDMENT OF FASB  STATEMENT NO. 140,  ACCOUNTING  FOR
   TRANSFERS  AND  SERVICING  OF  FINANCIAL   ASSETS  AND   EXTINGUISHMENTS   OF
   LIABILITIES".  This statement  requires all separately  recognized  servicing
   assets and  servicing  liabilities  be initially  measured at fair value,  if
   practicable,  and permits for subsequent  measurement using either fair value
   measurement  with  changes  in  fair  value  reflected  in  earnings  or  the
   amortization and impairment requirements of Statement No. 140. The subsequent
   measurement  of  separately   recognized   servicing   assets  and  servicing
   liabilities  at fair value  eliminates the necessity for entities that manage
   the risks  inherent  in  servicing  assets  and  servicing  liabilities  with
   derivatives  to qualify for hedge  accounting  treatment and  eliminates  the
   characterization   of  declines  in  fair  value  as  impairments  or  direct
   write-downs.  SFAS No. 156 is  effective  for an entity's  first  fiscal year
   beginning  after  September 15, 2006.  The adoption of this  statement is not
   expected to have a material effect on the Company's future reported financial
   position or results of operations.

   In February  2006,  the FASB issued  SFAS No.  155,  "ACCOUNTING  FOR CERTAIN
   HYBRID  FINANCIAL  INSTRUMENTS-AN  AMENDMENT OF FASB  STATEMENTS  NO. 133 AND
   140",  to  simplify  and make more  consistent  the  accounting  for  certain
   financial  instruments.  SFAS No. 155 amends  SFAS No. 133,  "ACCOUNTING  FOR
   DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES",   to  permit  fair  value
   re-measurement   for  any  hybrid  financial   instrument  with  an  embedded
   derivative that otherwise would require bifurcation,  provided that the whole
   instrument is accounted  for on a fair value basis.  SFAS No. 155 amends SFAS
   No. 140, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS", to
   allow a  qualifying  special-purpose  entity to hold a  derivative  financial
   instrument  that  pertains  to  a  beneficial  interest  other  than  another
   derivative  financial  instrument.  SFAS No.  155  applies  to all  financial
   instruments  acquired or issued  after the  beginning  of an  entity's  first
   fiscal year that begins after  September 15, 2006,  with earlier  application
   allowed.  The  adoption of this  statement is not expected to have a material
   effect on the  Company's  future  reported  financial  position or results of
   operations.

                                       6
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           (Expressed in US Dollars)
                                  (unaudited)


4. Property and equipment

                                                     February 28,     May 31,
                                                        2007           2006
                                      Accumulated    Net carrying   Net carrying
                           Cost       depreciation      value          value
                             $            $               $              $
                          -------      -------         -------        -------

     Wind tower equipment  20,813       (3,837)         16,976         20,096
                          -------      -------         -------        -------

                           20,813       (3,837)         16,976         20,096
                          =======      =======         =======        =======

5. Related Party Transactions

     a)   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,   and
          therefore he may face a conflict in selecting  between the Company and
          his other business  interest.  The Company has not formulated a policy
          for the resolution of such conflicts.

     b)   Since inception through the period ended February 28, 2007, a director
          and  principal  shareholder  of the Company had  advanced  the Company
          funds in the amount of $27,100. The balance was unsecured and interest
          free with no specific terms of repayment. During the nine-month period
          ended February 28, 2007, the balance was repaid in full.

     c)   For the nine month  period  ended  February  28,  2007, a director and
          principal  shareholder  of  the  Company,  pursuant  to  a  management
          agreement, has incurred $22,500 in management fees. As at February 28,
          2007 the  Company  owes this  director  $37,600 in accrued  management
          fees. There are no specified terms of repayment on the accrued amount.

   These related party  transactions are recorded at the exchange amount,  being
   the amount established and agreed to by the related parties.

6. Common Stock

     a)   On September 25, 2006 the Company  effected a 3:1 forward split of its
          share  capital  such that every one share of common  stock  issued and
          outstanding  prior to the split  was  exchanged  for three  post-split
          shares of common  stock.  The  Company  also  changed  its  post-split
          authorized  capital to  100,000,000  shares of common stock with a par
          value of $0.001 per share, and to 10,000,000 shares of preferred stock
          with a par value of $0.001  per  share.  All share  amounts  have been
          retroactively adjusted for all periods presented.

     b)   The  Company  is in the  process of  raising  funds  through a private
          placement offering  consisting of up to 715,000 shares of common stock
          at $0.70 per share for  proceeds of  $500,500.  The Company will pay a
          10% finders fee consisting of 71,500 shares of common stock.  To date,
          the common stock has not been issued.

7. Stock Options

   During the nine-month  period ended  February 28, 2007,  the Company  granted
   stock  options  to  directors,  officers  and key  advisors  to acquire up to
   1,000,000 shares of common stock  exercisable at $1.10 per share on or before
   February 26, 2009.  The fair value for options  granted was  estimated at the
   date of grant to be $365,508  using the  Black-Scholes  option  pricing model
   assuming an expected life of 2 years, a risk-free rate of 4.49%,  an expected
   volatility  of 42% and no expected  dividends.  The fair value of these stock
   options  granted was  approximately  $0.37 per share.  During the  nine-month
   period ended February 28, 2007, the Company recorded stock-based compensation
   of $365,508 as management fees and consulting fees.

                                       7
<PAGE>
                            Keewatin Windpower Corp.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           (Expressed in US Dollars)
                                  (unaudited)


7. Stock Options (continued)

     A summary of the Company's stock option activity is as follows:

                                                  Nine month period ended
                                                     February 28, 2007
                                               -------------------------------
                                               Number of      Weighted Average
                                                Options        Exercise Price
                                                -------        --------------

     Balance, Beginning of period                     --           $  --

     Granted                                   1,000,000            1.10

     Cancelled/Forfeited                              --              --

     Exercised                                        --              --
                                               ---------           -----

     Balance, End of period                    1,000,000           $1.10
                                               =========           =====

8. Subsequent Events

a)       The Company is proposing a private  placement of up to 1,000,000 shares
         of common stock at $1.20 per share for cash proceeds of $1,200,000. The
         Company  will pay a  finder's  fee of 7.5% in  common  stock or cash in
         connection with the financing.

b)       The Company  entered  into a letter  agreement  dated March 26, 2007 to
         acquire 100% of the issued and outstanding common shares of Sky Harvest
         Windpower  Corp.   ("Sky   Harvest"),   a  private   Canadian   company
         incorporated  under the laws of British Columbia,  in consideration for
         17,343,516  restricted  shares  of  the  Company's  common  stock.  The
         directors of the Company are also directors and principal  shareholders
         of Sky Harvest.  Sky Harvest holds the rights to construct a wind power
         facility on  approximately  8,500 acres of land located in Southwestern
         Saskatchewan.

                                       8
<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.

We incurred operating expenses of $413,744 for the nine-month period ended
February 28, 2007. These expenses consisted of management fees of $113,877 and
$299,867 in general and administrative costs.

Our net loss for the nine-month period ended February 28, 2007 increased
substantially from the comparative period in fiscal 2006 (2007: $408,578; 2006:
$35,634) primarily due to increases in management fees and general and
administrative costs.

At February 28, 2007, we had assets of $484,366 consisting of cash on hand of
$416,958, a short term investment of $50,432 and property and equipment recorded
at $16,976. At the same date, our liabilities were $42,302 consisting of $37,600
in management fees payable, accounts payable of $2,772 and accrued liabilities
of $1,930.

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, 2007, we had cash on hand in the amount of
$416,958. We anticipate spending $60,000 on annual land lease costs and
$67,250,000 on erecting wind turbines on our proposed Saskatchewan windpower
project. 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. The most likely sources of future funds that
will be available to us are through debt financing and through the sale of
equity capital.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

PLAN OF OPERATIONS

Our plan of operations for the twelve months is to commence discussions with
potential customers that may be interested in purchasing electricity that would
be generated from our potential wind power project in southwest Saskatchewan,
contact wind turbine suppliers regarding the planned purchase and delivery of
equipment and seek potential sources of debt and equity financing.

We 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. This 12 month study was
completed during the quarter ended November 30, 2006.

We have determined that the Saskatchewan property has a wind resource that
warrants the erection of wind turbines. We must now negotiate a lease, purchase
or further land access agreement with the landowners and/or surrounding land
owners of the Saskatchewan property. 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

                                       9
<PAGE>
with acquiring a property interest until the wind towers have been erected.
Annual land lease costs are estimated to be $60,000.

Subsequent to the quarter, we reached an agreement with Sky Harvest Windpower
Corp., a private Canadian company, whereby Keewatin will acquire all of its
issued and outstanding share capital.

Sky Harvest Windpower Corp. ("Sky Harvest") holds the rights to construct a wind
power facility on approximately 8,500 acres of land located in southwestern
Saskatchewan. It company has completed a wind resource assessment on the
property that demonstrates that the potential wind resource greatly exceeds the
minimum capacity factor necessary to justify the planning and construction of a
150 megawatt wind power project. The company is now in the process of completing
the necessary environmental assessment and permitting of the property. Sky
Harvest has also commenced initial discussions regarding the potential sale of
electricity that would be generated by a wind power facility.

In order to acquire a 100% interest in Sky Harvest, we have agreed to issue a
total of 17,343,516 restricted shares of common stock to the shareholders of Sky
Harvest, equating to 1.5 shares of common stock in our capital for every
currently issued common share of Sky Harvest. The acquisition will be subject to
Sky Harvest completing an audit of its financial statements, us changing our
name to "Sky Harvest Windpower Corp." and shareholders of both companies
approving the acquisition agreement. Our directors, Chris Craddock, William Iny
and Greg Yanke are also directors and principal shareholders of Sky Harvest.
Accordingly, they will abstain from voting their shares in respect of the
transaction.

Over the next 12 months, we anticipate spending $300,000 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. 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.

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. Additional funds will be required to develop the Sky Harvest property
following the completion of our acquisition of the company.

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.

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:

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<PAGE>
           Price Per Share               No. of Shares Issuable
           ---------------               ----------------------
               $0.50                           50,000,000
               $1.00                           25,000,000
               $2.00                           12,500,000
               $3.00                            8,333,333

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

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

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

CRITICAL ACCOUNTING POLICIES

The unaudited financial statements as of November 30, 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, 2006 audited financial statements and notes
thereto, which can be found in our Form 10K-SB Annual Statement on the SEC
website at www.sec.gov under our SEC File Number 333-126580.

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

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<PAGE>
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.

                          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:

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

Reports filed on Form 8-K during the quarter ended February 28, 2007:

              Qualifying Event                       File Date
              ----------------                       ---------
      Sale of Unregistered Securities             February 26, 2007
      (Stock Option Grant)

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                                   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 18, 2007                      Keewatin Windpower Corp., Registrant


                                    By: /s/ Chris Craddock
                                       -----------------------------------
                                       Chris Craddock, President, C.E.O.
                                       Secretary, Treasurer, and principal
                                       accounting 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 18, 2007                      Keewatin Windpower Corp., Registrant


                                    By: /s/ Chris Craddock
                                       -----------------------------------
                                       Chris Craddock, President, C.E.O.
                                       Secretary, Treasurer, and principal
                                       accounting officer

                                       13