---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2008

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

KEEWATIN 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) 601-2070(Registrant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 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    
      [   ] | (Do not check if a smaller reporting
    company) | Smaller reporting company **[X]**                    

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS
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:
12,391,500 shares of common stock issued and outstanding as of January 8,
2009



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ii

TABLE OF CONTENTS

|PART
      I FINANCIAL INFORMATION                                                                        | 1 
|--------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. FINANCIAL STATEMENTS                                                                        | 1 
|ITEM
      2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS | 3 
|Forward
      Looking Statements                                                                          | 3 
|Corporate
      Overview                                                                                  | 3 
|Results
      of Operations                                                                               | 3 
|Liquidity
      and Capital Resources                                                                     | 4 
|Off
      Balance Sheet Arrangements                                                                      | 6 
|Risks
      and Uncertainties                                                                             | 7 
|ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  | 10
|ITEM
      4T. CONTROLS AND PROCEDURES                                                                    | 10
|PART
      II  OTHER INFORMATION                                                                         | 10
|ITEM
      1. LEGAL PROCEEDINGS                                                                           | 10
|ITEM
      1A. RISK FACTORS                                                                               | 10
|Not
      Applicable                                                                                      | 10
|ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                 | 10
|ITEM
      3. DEFAULTS UPON SENIOR SECURITIES                                                             | 11
|ITEM
      4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS                                        | 11
|ITEM
      5. OTHER INFORMATION                                                                           | 11
|ITEM
      6. EXHIBITS                                                                                    | 11
|SIGNATURES                                                                                                | 12

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1

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

These financial statements have been prepared by Keewatin
Windpower Corp. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted in accordance with such SEC
rules and regulations. In the opinion of management, the accompanying statements
contain all adjustments necessary to present fairly the financial position of
our company as of November 30, 2008, and its results of operations,
stockholders equity, and its cash flows for the fiscal quarter ended November
30, 2008. The results for these interim periods are not necessarily indicative
of the results for the entire year. The accompanying financial statements should
be read in conjunction with the financial statements and the notes thereto filed
as a part of our annual report on Form 10-K filed on September 12, 2008.

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2



Keewatin Windpower Corp. 
  (A Development Stage Company)

November 30, 2008



|                                        | Index
|--------------------------------------- | -----
|                                        |      
|Balance
      Sheets                    | F1  
|                                        |      
|Statements
      of Operations          | F2  
|                                        |      
|Statements
      of Cash Flows          | F3  
|                                        |      
|Notes
      to the Financial Statements | F4  

---

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

|                                                       | November 30, |   | May 31,   |  
|------------------------------------------------------ | ------------ | - | --------- | -
|                                                       | 2008         |   | 2008      |  
|                                                       | $            |   | $         |  
|                                                       | (Unaudited)  |   |           |  
|                                                       |              |   |           |  
|ASSETS                                                 |              |   |           |  
|                                                       |              |   |           |  
|Current Assets                                         |              |   |           |  
|                                                       |              |   |           |  
|Cash and cash
      equivalents                        | 440,229      |   | 1,311     |  
|Short term investment                                  | 604,065      |   | 1,366,056 |  
|Prepaid expenses                                       | 22,687       |   | 5,000     |  
|Note receivable (Note 5)                               | 100,000      |   |          |  
|                                                       |              |   |           |  
|Total Current Assets                                   | 1,166,981    |   | 1,372,367 |  
|                                                       |              |   |           |  
|Property and
      equipment, net (Note 4)             | 11,722       |   | 14,478    |  
|                                                       |              |   |           |  
|Total Assets                                           | 1,178,703    |   | 1,386,845 |  
|                                                       |              |   |           |  
|                                                       |              |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |              |   |           |  
|                                                       |              |   |           |  
|Liabilities                                            |              |   |           |  
|                                                       |              |   |           |  
|Accounts payable                                       | 2,326        |   | 6,512     |  
|Accrued liabilities                                    | 3,622        |   | 13,597    |  
|Management fees payable (Note 6 (b))                   |             |   | 45,100    |  
|                                                       |              |   |           |  
|Total Liabilities                                      | 5,948        |   | 65,209    |  
|                                                       |              |   |           |  
|Contingencies (Note 1)                                 |              |   |           |  
|                                                       |              |   |           |  
|Stockholders Equity                                   |              |   |           |  
|                                                       |              |   |           |  
|Preferred Stock:                                       |              |   |           |  
|Authorized: 10,000,000
      shares, $0.001 par value  |              |   |           |  
|Issued
      and outstanding: None                     |             |   |          |  
|                                                       |              |   |           |  
|Common Stock: (Note 7)                                 |              |   |           |  
|Authorized: 100,000,000
      shares, $0.001 par value |              |   |           |  
|Issued
      and outstanding: 12,391,500 shares        | 12,391       |   | 12,391    |  
|                                                       |              |   |           |  
|Additional paid-in capital                             | 2,071,366    |   | 2,071,366 |  
|                                                       |              |   |           |  
|Deficit accumulated during the development stage       | (911,002     | ) | (762,121  | )
|                                                       |              |   |           |  
|Total Stockholders Equity                             | 1,172,755    |   | 1,321,636 |  
|                                                       |              |   |           |  
|Total Liabilities and Stockholders Equity             | 1,178,703    |   | 1,386,845 |  

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

F-1

---

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

|                                            | Accumulated from    |   |              |   |              |   |              |   |              |  
|------------------------------------------- | ------------------- | - | ------------ | - | ------------ | - | ------------ | - | ------------ | -
|                                            | February 25, 2005   |   |              |   |              |   |              |   |              |  
|                                            | (Date of Inception) |   | Three Months |   | Three Months |   | Six Months   |   | Six Months   |  
|                                            | To                  |   | Ended        |   | Ended        |   | Ended        |   | Ended        |  
|                                            | November 30,        |   | November 30, |   | November 30, |   | November 30, |   | November 30, |  
|                                            | 2008                |   | 2008         |   | 2007         |   | 2008         |   | 2007         |  
|                                            | $                   |   | $            |   | $            |   | $            |   | $            |  
|                                            |                     |   |              |   |              |   |              |   |              |  
|Expenses                                    |                     |   |              |   |              |   |              |   |              |  
|Consulting fees                             | 85,129              |   | 24,171       |   | 2,075        |   | 60,304       |   | 7,360        |  
|Management fees
      (Note 6(a) and 6(b))  | 294,577             |   | 22,875       |   | 27,800       |   | 45,750       |   | 42,950       |  
|Professional fees                           | 116,802             |   | 22,078       |   | 3,390        |   | 38,593       |   | 9,510        |  
|General and administrative                  | 495,055             |   | 9,318        |   | 4,719        |   | 12,650       |   | 5,921        |  
|                                            |                     |   |              |   |              |   |              |   |              |  
|Operating loss                              | 991,563             |   | 78,442       |   | 37,984       |   | 157,297      |   | 65,741       |  
|                                            |                     |   |              |   |              |   |              |   |              |  
|Other Income                                |                     |   |              |   |              |   |              |   |              |  
|                                            |                     |   |              |   |              |   |              |   |              |  
|Interest income                             | (80,561             | ) | (5,540       | ) | (23,825      | ) | (8,416       | ) | (34,056      | )
|                                            |                     |   |              |   |              |   |              |   |              |  
|Net loss                                    | 911,002             |   | 72,902       |   | 14,159       |   | 148,881      |   | 31,685       |  
|                                            |                     |   |              |   |              |   |              |   |              |  
|Net loss per common share 
      basic and |                     |   |              |   |              |   |              |   |              |  
|diluted                                     |                     |   | (0.01        | ) | (0.00        | ) | (0.01        | ) | (0.00        | )
|                                            |                     |   |              |   |              |   |              |   |              |  
|Weighted average number of common           |                     |   |              |   |              |   |              |   |              |  
|stock outstanding                           |                     |   | 12,392,000   |   | 12,392,000   |   | 12,392,000   |   | 11,898,000   |  

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

F-2

---

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

|                                                          | Accumulated from    |   |              |   |              |  
|--------------------------------------------------------- | ------------------- | - | ------------ | - | ------------ | -
|                                                          | February 25, 2005   |   |              |   |              |  
|                                                          | (Date of Inception) |   | Six Months   |   | Six Months   |  
|                                                          | To                  |   | Ended        |   | Ended        |  
|                                                          | November 30,        |   | November 30, |   | November 30, |  
|                                                          | 2008                |   | 2008         |   | 2007         |  
|                                                          | $                   |   | $            |   | $            |  
|Operating activities                                      |                     |   |              |   |              |  
|Net loss for the period                                   | (911,002            | ) | (148,881     | ) | (31,685      | )
|Adjustments to reconcile net loss to net cash used in     |                     |   |              |   |              |  
|operating activities:                                     |                     |   |              |   |              |  
|Depreciation                                              | 13,145              |   | 2,756        |   | 2,756        |  
|Stock-based compensation                                  | 365,508             |   |             |   |             |  
|Changes in operating assets and liabilities:              |                     |   |              |   |              |  
|Prepaid
      expenses                                    | (22,687             | ) | (17,687      | ) |             |  
|Accrued interest                                          | (4,065              | ) | 11,991       |   |             |  
|Accounts
      payable and accrued liabilities            | 5,948               |   | (14,161      | ) | 87           |  
|Note receivable                                           | (100,000            | ) | (100,000     | ) |             |  
|Management fees payable                                   |                    |   | (45,100      | ) | 2,500        |  
|Net cash flows
      used in operating activities         | (653,153            | ) | (311,082     | ) | (26,342      | )
|Investing activities                                      |                     |   |              |   |              |  
|Purchase of equipment                                     | (24,867             | ) |             |   | (4,054       | )
|Purchase of short - term
      investments                | (1,950,000          | ) | (600,000     | ) |             |  
|Redemption of short - term investments                    | 1,350,000           |   | 1,350,000    |   |             |  
|Net cash flows provided by (used in) investing activities | (624,867            | ) | 750,000      |   | (4,054       | )
|Financing activities                                      |                     |   |              |   |              |  
|Proceeds from common stock issuances                      | 1,718,249           |   |             |   | 1,163,249    |  
|Net cash flows
      provided by financing activities     | 1,718,249           |   |             |   | 1,163,249    |  
|Increase in cash and cash equivalents                     | 440,229             |   | 438,918      |   | 1,132,853    |  
|Cash and cash
      equivalents  beginning of period     |                    |   | 1,311        |   | 449,185      |  
|Cash and cash equivalents  end of period                 | 440,229             |   | 440,229      |   | 1,582,038    |  
|                                                          |                     |   |              |   |              |  
|Supplementary disclosures                                 |                     |   |              |   |              |  
|Interest paid                                             |                    |   |             |   |             |  
|Income taxes paid                                         |                    |   |             |   |             |  

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

F-3

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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-Q
      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, 2008. 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, 2008, has been omitted. The
      results of operations for the six-month period ended November 30, 2008 are
      not necessarily indicative of results that may be expected for the fiscal
      year ending May 31, 2009.                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company was incorporated in the State of Nevada on
      February 25, 2005. The Company is a Development Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No.7 Accounting
        and Reporting for Development Stage Companies. Its activities to date
      have been limited to capital formation, organization, and development of
      its business plan for the exploration and development of wind power
      projects in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These 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 November 30, 2008, the Company
      has accumulated losses of $911,002 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.                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In May 2008, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 163, Accounting for Financial Guarantee
        Insurance Contracts  An interpretation of FASB Statement No. 60.
      SFAS 163 requires that an insurance enterprise recognize a claim liability
      prior to an event of default when there is evidence that credit
      deterioration has occurred in an insured financial obligation. It also
      clarifies how Statement 60 applies to financial guarantee insurance
      contracts, including the recognition and measurement to be used to account
      for premium revenue and claim liabilities, and requires expanded
      disclosures about financial guarantee insurance contracts. It is effective
      for financial statements issued for fiscal years beginning after December
      15, 2008, except for some disclosures about the insurance enterprises
      risk-management activities. SFAS 163 requires that disclosures about the
      risk-management activities of the insurance enterprise be effective for
      the first period beginning after issuance. Except for those disclosures,
      earlier application is not permitted. The adoption of this statement is
      not expected to have a material effect on the Companys financial
      statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162
      identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial
      statements of nongovernmental entities that are presented in conformity
      with generally accepted accounting principles in the United States. It is
      effective 60 days following the SECs approval of the Public Company
      Accounting Oversight Board amendments to AU Section 411, The Meaning
        of Present Fairly in Conformity With Generally Accepted Accounting
        Principles. The adoption of this statement is not expected to have a
      material effect on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-4

---

Keewatin Windpower Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

|3. | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In March 2008, FASB issued SFAS No. 161, Disclosures
      about Derivative Instruments and Hedging Activities  an amendment to FASB
      Statement No. 133. SFAS No. 161 is intended to improve financial
      standards for derivative instruments and hedging activities by requiring
      enhanced disclosures to enable investors to better understand their
      effects on an entity's financial position, financial performance, and cash
      flows. Entities are required to provide enhanced disclosures about: (a)
      how and why an entity uses derivative instruments; (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and its related interpretations; and (c) how derivative instruments and
      related hedged items affect an entitys financial position, financial
      performance, and cash flows. It is effective for financial statements
      issued for fiscal years beginning after November 15, 2008, with early
      adoption encouraged. The adoption of this statement is not expected to
      have a material effect on the Companys financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In December 2007, the FASB issued SFAS No. 141R, Business Combinations. This statement replaces SFAS 141 and
      defines the acquirer in a business combination as the entity that obtains
      control of one or more businesses in a business combination and
      establishes the acquisition date as the date that the acquirer achieves
      control. SFAS 141R requires an acquirer to recognize the assets acquired,
      the liabilities assumed, and any noncontrolling interest in the acquiree
      at the acquisition date, measured at their fair values as of that date.
      SFAS 141R also requires the acquirer to recognize contingent consideration
      at the acquisition date, measured at its fair value at that date. This
      statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after December 15, 2008. Earlier adoption is
      prohibited. The adoption of this statement is not expected to have a
      material effect on the Company's financial statements.                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In December 2007, the FASB issued SFAS No. 160,
      Noncontrolling Interests in Consolidated Financial Statements
        Liabilities an Amendment of ARB No. 51. This statement amends ARB 51
      to establish accounting and reporting standards for the Noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. This
      statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after December 15, 2008. Earlier adoption is
      prohibited. The adoption of this statement is not expected to have a
      material effect on the Company's financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In February 2007, the FASB issued SFAS No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities 
      Including an Amendment of FASB Statement No. 115. This statement
      permits entities to choose to measure many financial instruments and
      certain other items at fair value. Most of the provisions of SFAS No. 159
      apply only to entities that elect the fair value option. However, the
      amendment to SFAS No. 115 Accounting for Certain Investments in Debt
        and Equity Securities applies to all entities with available-for-sale
      and trading securities. SFAS No. 159 is effective as of the beginning of
      an entitys first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, Fair Value Measurements. The adoption
      of this statement did not have a material effect on the Company's
      financial statements.                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. The objective of SFAS 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS 157 defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles, and expands disclosures about fair value
      measurements. SFAS 157 applies under other accounting pronouncements that
      require or permit fair value measurements and does not require any new
      fair value measurements. The provisions of SFAS No. 157 are effective for
      fair value measurements made in fiscal years beginning after November 15,
      2007. The adoption of this statement did not have a material effect on the
      Company's financial statements.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                            |        |  |              |   | November 30, |  | May 31,      | 
| | -------------------------- | ------ |  | ------------ | - | ------------ |  | ------------ | 
| |                            |        |  |              |   | 2008         |  | 2008         | 
| |                            |        |  | Accumulated  |   | Net carrying |  | Net carrying | 
| |                            | Cost   |  | depreciation |   | value        |  | value        | 
| |                            | $      |  | $            |   | $            |  | $            | 
| |                            |        |  |              |   |              |  |              | 
| |                            |        |  |              |   |              |  |              | 
| | Computer equipment         | 4,054  |  | (2,028       | ) | 2,026        |  | 2,702        | 
| | Wind tower
      equipment | 20,813 |  | (11,117      | ) | 9,696        |  | 11,776       | 
| |                            |        |  |              |   |              |  |              | 
| |                            | 24,867 |  | (13,145      | ) | 11,722       |  | 14,478       | 

F-5

---

Keewatin Windpower Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

|5. | Promissory Note                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                               
|   | On September 23, 2008, the Company entered into a loan
      agreement with Sky Harvest Windpower Corp. (Sky Harvest) to lend Sky
      Harvest $100,000. This loan is non-interest bearing, unsecured and due on
      September 22, 2009. Refer to Note 9.
|   |                                                                                                                                                                                                                                                               
|6. | Related Party Transactions                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                               
|7. | Common Stock and share purchase warrants                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                               

| |                              | Six Months Ended        |  
| | ---------------------------- | ----------------------- | -
| |                              | November
      30, 2008 |  
| |                              |                         |  
| |                              | Number                  |  
| | Balance, beginning of period | 1,000,000               |  
| | Granted                      |                        |  
| | Expired                      | (1,000,000              | )
| | Exercised                    |                        |  
| | Balance, end of period       |                        |  

F-6

---

Keewatin Windpower Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  (Expressed in US Dollars) 
  (Unaudited)

|8. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the year ended May 31, 2007, the Company granted
      stock options to directors, officers and key advisors to acquire up to
      1,000,000 shares of common stock exercisable at $1.10 per share on or
      before February 26, 2009. All options granted were vested at the time of
      issuance. The fair value for options granted was estimated at the date of
      grant to be $365,508 using the Black-Scholes option pricing model assuming
      an expected life of 2 years, a risk- free rate of 4.49%, an expected
      volatility of 42% and no expected dividends. The fair value of these stock
      options granted was approximately $0.37 per share. During the year ended
      May 31, 2007, the Company recorded stock- based compensation of $91,337 as
      management fees and $274,131 as general and administrative
      expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | A summary of the Companys stock option activity is as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                              | Six Months Ended        | 
| | ---------------------------- | ----------------------- | 
| |                              | November
      30, 2008 | 
| |                              |                         | 
| |                              | Number                  | 
| |                              | of Options              | 
| |                              |                         | 
| | Balance, Beginning of period | 1,000,000               | 
| | Granted                      |                        | 
| | Cancelled/Forfeited          |                        | 
| | Exercised                    |                        | 
| | Balance, End of period       | 1,000,000               | 

|   | As at November 30, 2008, all of the options were vested,
      and their intrinsic value was $(360,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Potential Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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.
      The closing of this transaction is subject to shareholder
      approval.

F-7

---

3

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

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

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

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

As used in this quarterly report, the terms we, us, our,
the Company and Keewatin mean Keewatin Windpower Corp. 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 wind turbines on our properties
of which there is no guarantee.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the fiscal
quarter ended November 30, 2008 which are included herein.

|         |   | Three Months Ended November 30 |   |   | Six Months Ended November 30 |  
|-------- | - | ------------------------------ | - | - | ---------------------------- | -
|         |   |                                |   |   |                              |  
|         |   |                                |   |   |                              |  
|         |   |                                |   |   |                              |  
|         |   | 2008                           |   |   | 2007                         |  
|Revenue  | $ | -                              |   | $ | -                            |  
|Expenses |   | 78,442                         |   |   | 37,984                       |  
|Interest |   | (5,540                         | ) |   | (23,825                      | )
|Income   |   |                                |   |   |                              |  
|Net Loss | $ | 72,902                         |   | $ | 14,159                       |  

---

4

Revenues

We recorded a net operating loss of $72,902 for the fiscal
quarter ended November 30, 2008 and have an accumulated deficit of $911,002
since inception. We have had no operating revenues since our inception on
February 25, 2005 through to the fiscal quarter ended November 30, 2008. We
anticipate that we will not generate any revenues for so long as we are a
development stage company.

Expenses

Our expenses for the fiscal quarter ended November 30, 2008 and
  2007 are outlined below:

|                  |   | Three Months Ended November 30 |  |   | Six Months Ended November 30 | 
|----------------- | - | ------------------------------ |  | - | ---------------------------- | 
|                  |   |                                |  |   |                              | 
|                  |   |                                |  |   |                              | 
|                  |   | 2008                           |  |   | 2007                         | 
|Consulting fees   | $ | 24,171                         |  | $ | 2,075                        | 
|Management fees   |   | 22,875                         |  |   | 27,800                       | 
|Professional fees | $ | 22,078                         |  | $ | 3,390                        | 
|General and       |   | 9,318                          |  |   | 4,719                        | 
|administrative    |   |                                |  |   |                              | 
|Operating Loss    | $ | 78,442                         |  | $ | 37,984                       | 

Liquidity and Capital Resources

Our financial condition for the fiscal quarter ended November
30, 2008 and 2007 and the changes between those periods for the respective items
are summarized as follows:

Working Capital

|            |   | Three Months Ended |  |   |           |  | 
|----------- | - | ------------------ |  | - | --------- |  | 
|            |   |                    |  |   |           |  | 
|            |   | November           |  |   |           |  | 
|            |   | 30,                |  |   | May 31,   |  | 
|            |   | 2008               |  |   | 2008      |  | 
|Current     | $ | 1,166,981          |  | $ | 1,372,367 |  | 
|Assets      |   |                    |  |   |           |  | 
|Current     |   | 5,948              |  |   | 65,209    |  | 
|Liabilities |   |                    |  |   |           |  | 
|Working     | $ | 1,161,033          |  | $ | 1,307,158 |  | 
|Capital     |   |                    |  |   |           |  | 

The decrease in our working capital was primarily due to
increased professional fees associated with our reporting obligations under
Securities Exchange Act of 1934 and increased consulting fees associated with
the development of our wind power projects. Also, during the quarter, we made a
loan of $100,000 to Sky Harvest Windpower Corp. This loan is non-interest
bearing, unsecured and due on September 22, 2009.

---

5

Cash Flows

Six
        Months EndedNovember 30, 2008
      November 30, 2007
      Percentage Increase or DecreaseCash Flows used
        in Operating Activities
      $(311,082)
      $(26,342)
      1,280.9%Cash Flows from used in Investing Activities
      750,000
      (4,054)
      (18,600.2%)Cash Flows provided by Financing Activities
      -
      1,163,249
      (100%)Net increase (decrease) in cash during period
      $440,229
      $1,582,038
      (72.2%)


Cash Used In Operating Activities

During the fiscal quarter ended November 30, 2008 we used net
cash in operating activities in the amount of ($311,082). The cash used in the
current year by our operating activities is primarily represented by our
operations on our wind power projects

Cash from Financing Activities

We received net cash from financing activities in the amount of
$Nil during the fiscal quarter ended November 30, 2008 compared to $1,163,249
during the fiscal quarter ended November 30, 2007.

Disclosure of Outstanding Share Data

Outstanding Warrants

Six Months EndedNovember
        30, 2008Weighted AverageNumber of
      
      
      Exercise PriceWarrantsBalance, beginning of period
      
      1,000,000
      
      $
      2.50Granted
      
      
      
      
      Expired
      
      (1,000,000
      )
      
      2.50Exercised
      
      
      
      
      Balance, as at January 12, 2009
      
      
      
      $
      


Outstanding Stock Options

During the year ended May 31, 2007, the Company granted stock
options to directors, officers and key advisors to acquire up to 1,000,000
shares of common stock exercisable at $1.10 per share on or before February 26,
2009. All options granted were vested at the time of issuance.

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

---

6

Six Months EndedNovember
        30, 2008Number
      
      
      Weighted Averageof
        Options
      
      
      Exercise PriceBalance, Beginning of period
      
      1,000,000
      
      $
      1.10Granted
      
      
      
      
      Cancelled/Forfeited
      
      
      
      
      Exercised
      
      
      
      
      Balance, January 12, 2009
      
      1,000,000
      
      $
      1.10


As at January 12, 2009, all of the
options were vested.

Future Financings

We recorded a net operating loss of $72,902 for the fiscal
quarter ended November 30, 2008 and have an accumulated deficit of $911,002
since inception. As at November 30, 2008 we had cash and short term investments
totaling $1,044,294 and for the next twelve months, management anticipates that
the minimum cash requirements to fund our continued operations will be $300,000
excluding costs of constructing the wind turbine. Accordingly we have sufficient
funds to meet our planned expenditures over the next 12 months, however, we will
need further financing in order to meet our anticipated expenses for the
construction of the proposed wind turbine.

We have begun sourcing equity financing to cover the balance of
the anticipated costs for the next twelve months and anticipated costs relating
to the erection of wind turbines. Until such financing is arranged, we intend to
rely on the proceeds of our past financing concluded in July, 2007 for net
proceeds of approximately $1,163,250 to cover the cost of operations before the
erection of wind turbines. 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 it will be able to raise 75% of
required funds through debt financing.

We currently do not 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 issuance 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 is acquired and that we have negotiated a power purchase
agreement with a credit worthy counter-party. We do not have any arrangements in
place for debt financing nor for the sale of our securities.

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. 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.

Off Balance Sheet Arrangements

We have no significant 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.

---

7

Risks and Uncertainties

If we do not obtain additional financing our business will
fail.

Over the next 12 months, we anticipate spending $300,000 on
administrative costs, including management fees payable to our President and
Directors, professional fees and general business expenses, including costs
related to complying with filing obligations as a reporting company. As our
operations become more complex, it is anticipated that these costs will
increase.

To erect wind turbines on the property, at an anticipated cost
of $115,000,000, we expect to raise up to 75%, or approximately $250,000 by way
of debt financing and 25%, or approximately $28,750,000 through the sale of
common stock. It is unlikely that we will be able to make arrangements for debt
financing until our environmental assessment is completed, which is not expected
to occur until 2009 subject to the negotiation of a power purchase agreement
with a credit worthy counter-party.

Cash on hand will not cover these costs. 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 issuance of equity
capital. We will only be able to secure debt financing for wind turbines if it
is able to prove that an economic wind resource exists on a property that is
acquired and that we have negotiated a power purchase agreement with a credit
worthy counter-party. We do not have any arrangements in place for debt
financing nor for the sale of our securities.

Because our continuation as a going concern is in doubt, we
will be forced to cease business operations unless we can generate profitable
operations in the future.

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

Because all of our assets and a majority of our directors
and officers are located in Canada, U.S. residents' enforcement of legal process
may be difficult.

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

Because we have not commenced business operations, we face a
high risk of business failure.

We have not yet commenced business operations as an independent
power producer; accordingly, we have no way to evaluate the likelihood that our
business will be successful. We were incorporated on February 25, 2005 and to
date have been involved primarily in organizational activities and wind
assessment of the Saskatchewan property on which we have erected a
meteorological tower.

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

---

8

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 acquires. Wind data that we collect from a
meteorological tower may vary from results actually achieved when a wind turbine
is installed. Changing global environmental and weather conditions may also
affect the reliability of the data relating to a property.

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

Our ability to erect turbines on a property in Saskatchewan
will be contingent upon it obtaining environmental and municipal permits. If it
cannot acquire these permits, our business will fail.

In order to erect turbines on the Saskatchewan property, we
must excavate portions of the land and install concrete platforms below surface.
Before we commence this, we will need to obtain environmental and municipal
permits from the Saskatchewan provincial government and the town responsible for
the property interest it acquires. Depending on environmental impact, our
proposed land disturbance may be unacceptable to these government bodies. In
addition, the turbines themselves may be seen to have a negative impact on bird
migration patterns or on the aesthetics of the region. These factors may prevent
us from obtaining necessary permits. In such circumstances, we would be forced
to abandon our business plan.

If we cannot find a party from which we can purchase
electricity on acceptable terms, we will not be able to establish a wind power
project and our business will fail.

Even if we demonstrate a significant wind resource on a
property that we acquire, we may not be able to secure a purchaser for any
electricity that we produce on acceptable terms. Without a purchaser for
electricity from a property, we will not be able to proceed with our business
plan.

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 to not 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.

---

9

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

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

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

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

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our
stock.

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

---

10

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 November 30, 2008, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and our principal financial officer. Based on this evaluation,
our principal executive officer and our principal financial officer have
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.

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 November 30, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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.

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11

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.
      Description3.1
      Articles of Incorporation
          (Attached as an exhibit to our Registration Statement on Form SB-2 filed
          on July 14, 2005)3.2
      Bylaws (Attached as an exhibit to our Registration Statement
          on Form SB-2 filed on July 14, 2005)4.1
      Form of Warrant Certificate
          for July 13, 2007 Private Placement (Attached as an exhibit to our November
          30, 2007 Quarterly Report filed on January 14, 2008)10.1
      Management Agreement (Attached
          as an exhibit to our Registration Statement on Form SB-2 filed on July
          14, 2005).10.2
      Consent to Entry/Right of
          Access Agreement (Attached as an exhibit to our Registration Statement
          on Form SB-2 filed on September 29, 2005).10.3
      Letter of Intent dated March
          27, 2007 between Keewatin Windpower Corp. and Sky Harvest Windpower
          Corp. (Attached as an exhibit to our November 30, 2007 Quarterly Report
          filed on January 14, 2008)10.4
      Form of Subscription Agreement
          for July 13, 2007 Private Placement for US Subscribers (filed as an
          exhibit to our November 30, 2007 Quarterly Report filed on January 14,
          2008)10.5
      Form of Subscription Agreement
          for July 13, 2007 Private Placement for Non-US Subscribers (filed as
          an exhibit to our November 30, 2007 Quarterly Report, filed on January
          14, 2008)10.6*
      Loan
        Agreement between Sky Harvest Windpower Corp. and Keewatin Windpower
        Corp. dated September 23, 2008.10.7*
      Promissory Note dated September 23, 200831.1*
      Certification
          Statement of the Chief Executive Officer and Chief Financial Officer
          pursuant to Section 302 of the Sarbanes- Oxley Act of 200232.1*
      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


*filed herewith

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12

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Dated: January 13, 2009 | KEEWATIN WINDPOWER CORP.                                 
|----------------------- | ---------------------------------------------------------
|                        |                                                          
|                        | /s/
      Chris Craddock                                 
|                        | By: Chris Craddock                                       
|                        | Chief Executive Officer and Chief Financial
      Officer
|                        | (Principal Executive Officer, Principal
      Financial  
|                        | Officer and Principal Accounting Officer)                

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