---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended August 31, 2010

or

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

For the transition period from_________ to__________

Commission file number: 000-52410

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

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

890 West Pender Street, Suite 710, Vancouver, BC, Canada
V6C 1J9(Address of principal executive offices) (Zip Code)

(604) 267-3045Registrants telephone number,
including area code

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

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer                       | [ ] | Accelerated filer         | [ ]
|--------------------------------------------- | --- | ------------------------- | ---
|                                              |     |                           |    
|Non-accelerated filer                         | [ ] | Smaller reporting company | [X]
|(Do not check if a smaller reporting company) |     |                           |    

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

1

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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

29,732,016 shares of common stock are issued and outstanding as
of October 13, 2010 (including 15,515,016 shares of common stock reserved for
issuance in exchange for certain outstanding exchangeable securities of the
registrant).

2

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INDEX

|PART I     | FINANCIAL INFORMATION                                                                                                                     | Page
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                           |     
|Item 1.    | Financial Statements
      (unaudited)                                                                                                    | 4   
|           |                                                                                                                                           |     
|           | CONSOLIDATED BALANCE SHEETS as of August 31,
      2010 and May 31, 2010                                                                  | F-1 
|           | CONSOLIDATED
      STATEMENTS OF OPERATIONS for the Three Months Ended August 31, 2010 and
      2009, and for the period since inception | F-2 
|           | CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
      for the period since inception                                                      | F-3 
|           | CONSOLIDATED
      STATEMENTS OF CASH FLOWS for the Three Months Ended August 31, 2010 and
      2009, and for the period since inception | F-7 
|           | NOTES TO THE UNAUDITED INTERIM CONSOLIDATED
      FINANCIAL STATEMENTS                                                                    | F-8 
|           |                                                                                                                                           |     
|Item 2.    | Management's Discussion and Analysis of
      Financial Condition and Results of Operations                                               | 5   
|           |                                                                                                                                           |     
|Item 3     | Quantitative and Qualitative Disclosures About
      Market Risk                                                                          | 13  
|           |                                                                                                                                           |     
|Item 4.    | Controls and Procedures                                                                                                                   | 13  
|           |                                                                                                                                           |     
|PART II    | OTHER INFORMATION                                                                                                                         |     
|           |                                                                                                                                           |     
|Item 1.    | Legal Proceedings                                                                                                                         | 14  
|           |                                                                                                                                           |     
|Item 1A.   | Risk Factors                                                                                                                              | 14  
|           |                                                                                                                                           |     
|Item 2.    | Unregistered Sales of Equity Securities and Use
      of Proceeds                                                                         | 14  
|           |                                                                                                                                           |     
|Item 3.    | Defaults Upon Senior Securities.                                                                                                          | 14  
|           |                                                                                                                                           |     
|Item 4     | (Removed and reserved)                                                                                                                    | 14  
|           |                                                                                                                                           |     
|Item 5.    | Other Information.                                                                                                                        | 14  
|           |                                                                                                                                           |     
|Item 6.    | Exhibits                                                                                                                                  | 15  
|           |                                                                                                                                           |     
|SIGNATURES | 17                                                                                                                                       

3

---

|PART IFINANCIAL INFORMATION       
|-----------------------------------
|                                   
|                                   
|Sky Harvest Windpower Corp.        
|(Formerly Keewatin Windpower Corp.)
|(A Development Stage Company)      
|                                   
|August 31, 2010                    

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

4

---

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

|                                                                                                                                                                                                                     |  | August 31, |   |  | May 31,    |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                                                                                                                                                                     |  | 2010       |   |  | 2010       |  
|                                                                                                                                                                                                                     |  | $          |   |  | $          |  
|ASSETS                                                                                                                                                                                                               |  |            |   |  |            |  
|Current Assets                                                                                                                                                                                                       |  |            |   |  |            |  
|Cash and cash
      equivalents                                                                                                                                                                                      |  | 25         |   |  | 234        |  
|Short term investment (Note 6)                                                                                                                                                                                       |  | 22,400     |   |  | 22,871     |  
|Receivable                                                                                                                                                                                                           |  | 23,982     |   |  | 20,112     |  
|Prepaid expenses                                                                                                                                                                                                     |  | 8,274      |   |  | 21,585     |  
|Due from related party                                                                                                                                                                                               |  |           |   |  | 10,541     |  
|Total Current Assets                                                                                                                                                                                                 |  | 54,681     |   |  | 75,343     |  
|Property and equipment, net (Note 4)                                                                                                                                                                                 |  | 68,314     |   |  | 70,961     |  
|Intangible asset
      (Note 5)                                                                                                                                                                                      |  | 2,551,440  |   |  | 2,551,440  |  
|Total Assets                                                                                                                                                                                                         |  | 2,674,435  |   |  | 2,697,744  |  
|                                                                                                                                                                                                                     |  |            |   |  |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                 |  |            |   |  |            |  
|Liabilities                                                                                                                                                                                                          |  |            |   |  |            |  
|Accounts payable                                                                                                                                                                                                     |  | 129,090    |   |  | 97,612     |  
|Accrued liabilities                                                                                                                                                                                                  |  | 2,711      |   |  | 554        |  
|Due to related party                                                                                                                                                                                                 |  | 23,694     |   |  |           |  
|Notes payable                                                                                                                                                                                                        |  | 27,713     |   |  |           |  
|Total Liabilities                                                                                                                                                                                                    |  | 183,208    |   |  | 98,166     |  
|Stockholders Equity                                                                                                                                                                                                 |  |            |   |  |            |  
|Preferred Stock:
      
                Authorized:
      10,000,000 shares, $0.001 par value
                Issued and
      outstanding: 1 share (May 31, 2010  1 share)                                         |  |           |   |  |           |  
|Common Stock:
      
                Authorized:
      100,000,000 shares, $0.001 par value
                Issued and
      outstanding: 29,732,016 shares
                (May 31, 2010 
      29,732,016 shares) |  | 29,732     |   |  | 29,732     |  
|Additional paid-in capital                                                                                                                                                                                           |  | 5,202,625  |   |  | 5,244,616  |  
|Common stock subscribed (Note 10)                                                                                                                                                                                    |  | 6,750      |   |  | 6,750      |  
|Accumulated other comprehensive loss                                                                                                                                                                                 |  | (13,586    | ) |  | (28,257    | )
|Deficit
      accumulated during the development stage                                                                                                                                                               |  | (2,734,294 | ) |  | (2,653,263 | )
|Total Stockholders Equity                                                                                                                                                                                           |  | 2,491,227  |   |  | 2,599,578  |  
|Total Liabilities
      and Stockholders Equity                                                                                                                                                                     |  | 2,674,435  |   |  | 2,697,744  |  
|Continuing operations (Note 1)                                                                                                                                                                                       |  |            |   |  |            |  
|Commitments and contingencies (Note 10)                                                                                                                                                                              |  |            |   |  |            |  

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

F-1

---

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

|                                                          |  | Accumulated from       |   |  | For the Three |   |  | For the Three |  
|--------------------------------------------------------- |  | ---------------------- | - |  | ------------- | - |  | ------------- | -
|                                                          |  | February 25, 2005      |   |  | Months        |   |  | Months        |  
|                                                          |  | (Date of Inception) to |   |  | Ended         |   |  | Ended         |  
|                                                          |  | August 31,             |   |  | August 31,    |   |  | August 31,    |  
|                                                          |  | 2010                   |   |  | 2010          |   |  | 2009          |  
|                                                          |  | $                      |   |  | $             |   |  | $             |  
|                                                          |  |                        |   |  |               |   |  |               |  
|Expenses                                                  |  |                        |   |  |               |   |  |               |  
|Consulting fees                                           |  | 332,158                |   |  | 20,187        |   |  | 29,555        |  
|Engineering and development                               |  | 335,472                |   |  | 16,058        |   |  | 98,978        |  
|Management fees (Note 8)                                  |  | 552,766                |   |  | 46,330        |   |  | 34,439        |  
|Professional fees                                         |  | 301,364                |   |  | 2,356         |   |  | 67,247        |  
|General and administrative                                |  | 1,078,552              |   |  | (19,555       | ) |  | 21,899        |  
|Acquired development costs                                |  | 242,501                |   |  |              |   |  | 242,501       |  
|Operating loss                                            |  | 2,842,813              |   |  | 65,376        |   |  | 494,619       |  
|Other Income                                              |  |                        |   |  |               |   |  |               |  
|Interest income                                           |  | (89,387                | ) |  | (29           | ) |  | (1,665        | )
|Foreign exchange (gain) loss                              |  | (19,132                | ) |  | 15,684        |   |  | (14,059       | )
|Net loss                                                  |  | 2,734,294              |   |  | 81,031        |   |  | 478,895       |  
|Other Comprehensive Loss                                  |  |                        |   |  |               |   |  |               |  
|Foreign currency translation adjustments                  |  | 13,586                 |   |  | (14,671       | ) |  | 12,268        |  
|Comprehensive loss                                        |  | 2,747,880              |   |  | 66,360        |   |  | 491,163       |  
|Net loss per common share  basic and diluted             |  |                        |   |  | (0.00         | ) |  | (0.03         | )
|Weighted average
      number of common stock outstanding |  |                        |   |  | 29,732,000    |   |  | 17,086,000    |  

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

F-2

---

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

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

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

F-3

---

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

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

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

F-4

---

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

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

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

F-5

---

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

|                                                                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  | Deficit     |   |  |            |  
|------------------------------------------------------------------------ |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- |  |  | ------------- | - |  | ----------- | - |  | ---------- | -
|                                                                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |  |  | Accumulated   |   |  | Accumulated |   |  |            |  
|                                                                         |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |   |  | Common     |  |  | Other         |   |  | During the  |   |  |            |  
|                                                                         |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |   |  | Stock      |  |  | Comprehensive |   |  | Development |   |  |            |  
|                                                                         |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |   |  | Subscribed |  |  | Loss          |   |  | Stage       |   |  | Total      |  
|                                                                         |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |   |  | $          |  |  |               |   |  | $           |   |  | $          |  
|Balance  May 31, 2009
      
       carried forward                     |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |   |  | 6,750      |  |  |              |   |  | (1,103,854  | ) |  | 986,653    |  
|Common stock issued 
         pursuant
    to business    acquisition    |  |          |  |  |       |  |  | 17,340,516 |  |  | 17,341 |  |  | 2,583,736  |   |  |           |  |  |              |   |  |            |   |  | 2,601,077  |  
|Preferred stock issued
      
       pursuant to business    acquisition |  | 1         |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |  |  |              |   |  |            |   |  |           |  
|Stock-based 
       compensation                                         |  |          |  |  |       |  |  |           |  |  |       |  |  | 589,514    |   |  |           |  |  |              |   |  |            |   |  | 589,514    |  
|Accumulated other
      
       comprehensive loss                       |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |  |  | (28,257       | ) |  |            |   |  | (28,257    | )
|Net
      loss for year                                                  |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |  |  |              |   |  | (1,549,409  | ) |  | (1,549,409 | )
|Balance  May 31, 2010                                                   |  | 1         |  |  |       |  |  | 29,732,016 |  |  | 29,732 |  |  | 5,244,616  |   |  | 6,750      |  |  | (28,257       | ) |  | (2,653,263  | ) |  | 2,599,578  |  
|Stock-based 
        
    compensation                                   |  |          |  |  |       |  |  |           |  |  |       |  |  | (41,991    | ) |  |           |  |  |              |   |  |            |   |  | (41,991    | )
|Accumulated other 
        
    comprehensive loss                       |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |  |  | 14,671        |   |  |            |   |  | 14,671     |  
|Net loss for the period                                                  |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |  |  |              |   |  | (81,031     | ) |  | (81,031    | )
|Balance  August 31, 2010  (unaudited)                                   |  | 1         |  |  |       |  |  | 29,732,016 |  |  | 29,732 |  |  | 5,202,625  |   |  | 6,750      |  |  | (13,586       | ) |  | (2,734,294  | ) |  | 2,491,227  |  

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

F-6

---

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

|                                                                |  | Accumulated from    |   |  | For the Three |   |  | For the Three |  
|--------------------------------------------------------------- |  | ------------------- | - |  | ------------- | - |  | ------------- | -
|                                                                |  | February 25, 2005   |   |  | Months        |   |  | Months        |  
|                                                                |  | (Date of Inception) |   |  | Ended         |   |  | Ended         |  
|                                                                |  | to August 31,       |   |  | August 31,    |   |  | August 31,    |  
|                                                                |  | 2010                |   |  | 2010          |   |  | 2009          |  
|                                                                |  | $                   |   |  | $             |   |  | $             |  
|Operating activities                                            |  |                     |   |  |               |   |  |               |  
|Net loss for the period                                         |  | (2,734,294          | ) |  | (81,031       | ) |  | (478,895      | )
|Adjustments to reconcile net loss to net cash used in           |  |                     |   |  |               |   |  |               |  
|operating activities:                                           |  |                     |   |  |               |   |  |               |  
|Depreciation                                                    |  | 20,079              |   |  | 1,212         |   |  | 1,299         |  
|Stock-based compensation                                        |  | 917,991             |   |  | (41,991       | ) |  |              |  
|Acquired development
      costs                                |  | 242,501             |   |  |              |   |  | 242,501       |  
|Changes in operating assets and
      liabilities:              |  |                     |   |  |               |   |  |               |  
|Prepaid expenses                                                |  | 6,230               |   |  | 13,311        |   |  | 4,365         |  
|Accrued
      interest                                          |  | 684                 |   |  | 471           |   |  | 931           |  
|Accounts payable and
      accrued liabilities                  |  | 95,692              |   |  | 34,473        |   |  | (14,187       | )
|Account
      receivable                                        |  | (23,982             | ) |  | (3,870        | ) |  |              |  
|Note receivable                                                 |  | (280,000            | ) |  |              |   |  |              |  
|Due to related parties                                          |  | 33,050              |   |  | 34,235        |   |  | 8,633         |  
|Net cash flows
      used in operating activities               |  | (1,722,049          | ) |  | (43,190       | ) |  | (235,353      | )
|Investing activities                                            |  |                     |   |  |               |   |  |               |  
|Purchase of equipment                                           |  | (23,504             | ) |  |              |   |  |              |  
|Purchase of shortterm
      investments                        |  | (2,472,839          | ) |  |              |   |  |              |  
|Redemption of shortterm investments                            |  | 2,470,644           |   |  |              |   |  | 175,400       |  
|Cash acquired from acquisition                                  |  | 21,016              |   |  |              |   |  | 21,016        |  
|Net cash flows
      (used in) provided by investing activities |  | (4,683              | ) |  |              |   |  | 196,416       |  
|Financing activities                                            |  |                     |   |  |               |   |  |               |  
|Proceeds from common stock issuances                            |  | 1,718,249           |   |  |              |   |  |              |  
|Proceeds from notes payable                                     |  | 27,000              |   |  | 27,000        |   |  |              |  
|Net cash flows
      provided by financing activities           |  | 1,745,249           |   |  | 27,000        |   |  |              |  
|Effect of exchange rate changes on cash                         |  | (18,493             | ) |  | 15,980        |   |  | (8,868        | )
|Increase (decrease) in cash and cash equivalents                |  | 24                  |   |  | (210          | ) |  | (47,805       | )
|Cash and cash equivalents  beginning of period                 |  |                    |   |  | 234           |   |  | 36,589        |  
|Cash and cash
      equivalents  end of period                 |  | 24                  |   |  | 24            |   |  | (11,216       | )
|Supplementary disclosures:                                      |  |                     |   |  |               |   |  |               |  
|Interest paid                                                   |  |                    |   |  |              |   |  |              |  
|Income taxes paid                                               |  |                    |   |  |              |   |  |              |  
|Significant non-cash investing and financing activities:        |  |                     |   |  |               |   |  |               |  
|Stock issuance for acquisition                                  |  | 2,601,077           |   |  |              |   |  | 2,601,077     |  
|Increase intangible asset due to acquisition                    |  | 2,551,400           |   |  |              |   |  | 2,551,400     |  
|Accounts payable increased due to acquisition                   |  | 30,986              |   |  |              |   |  | 30,986        |  

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

F-7

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Sky Harvest Windpower Corp. (the Company) was
      incorporated in the State of Nevada on February 25, 2005. The Company is a
      Development Stage Company, as defined by Financial Accounting Standards
      Board (FASB) Accounting Standards Codification (ASC) 915,
      Development Stage Entities. Its activities to date have been
      limited to capital formation, organization, and development of its
      business plan for the exploration and development of wind power projects
      in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Effective July 13, 2009, the Company acquired all the
      outstanding common stock of Sky Harvest Windpower (Saskatchewan) Corp.
      (Sky Harvest - Saskatchewan), a private company incorporated under the
      laws of Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On September 1, 2009, the Company completed a merger with
      its wholly-owned inactive subsidiary, Sky Harvest Windpower Corp., a
      Nevada corporation, which was incorporated solely to effect a change in
      the Companys name. As a result, the Company changed its name from
      Keewatin Windpower Corp. to Sky Harvest Windpower Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize its assets and discharge its liabilities in the normal course
      of business. The Company has 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 August 31,
      2010, the Company has accumulated losses of $2,734,294 since inception.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern. These consolidated financial statements do
      not include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Management plans to raise additional funds through debt
      and equity offerings. Management has yet to decide what type of offering
      the Company will use or how much capital the Company will attempt to raise
      and on what terms. There is however no assurance that the Company will be
      able to raise any additional capital through any type of offering on terms
      acceptable to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-8

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

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

Level 1

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

Level 2

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

 Determining which instruments are
most similar to the instrument being priced requires management to identify a
sample of similar securities based on the coupon rates, maturity, issuer, credit
rating and instrument type, and subjectively select an individual security or
multiple securities that are deemed most similar to the security being priced;
and

 Determining whether a market is
considered active requires management judgment.

Level 3

Level 3 applies to assets and
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities. The determination of fair value for Level 3 instruments requires
the most management judgment and subjectivity.

The Company believes the fair value of
its financial instruments consisting of cash, short term investment, accounts
payable, and notes payable approximate their carrying values due to the
relatively short maturity of these instruments.

F-9

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

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

| | g. | Long Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In accordance with ASC 350, Intangibles  Goodwill and
      Other, goodwill is required to be tested for impairment on an annual
      basis, or more frequently if certain indicators arise, using the guidance
      specifically provided, and purchased intangible assets other than goodwill
      are required to be amortized over their useful lives unless there lives
      are determined to be indefinite.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Management reviews intangible assets at least annually,
      and on an interim basis when conditions require, evaluates events or
      changes in circumstances that may indicate impairment in the carrying
      amount of such assets. An impairment loss is recognized in the statement
      of operations in the period that the related asset is deemed to be
      impaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In accordance with ASC 360, Property, Plant and
      Equipment, the Company tests long-lived assets or asset groups for
      recoverability when events or changes in circumstances indicate that their
      carrying amount may not be recoverable. Circumstances which could trigger
      a review include, but are not limited to: significant decreases in the
      market price of the asset; significant adverse changes in the business
      climate or legal factors; accumulation of costs significantly in excess of
      the amount originally expected for the acquisition or construction of the
      asset; current period cash flow or operating losses combined with a
      history of losses or a forecast of continuing losses associated with the
      use of the asset; and current expectation that the asset will more likely
      than not be sold or disposed significantly before the end of its estimated
      useful life.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Recoverability is assessed based on the
carrying amount of the asset and its fair value which is generally determined
based on the sum of the undiscounted cash flows expected to result from the use
and the eventual disposal of the asset, as well as specific appraisal in certain
instances. An impairment loss is recognized when the carrying amount is not
recoverable and exceeds fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-10

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

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

F-11

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

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

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|   | The Company has implemented all new accounting
      pronouncements that are in effect and that may impact its financial
      statements and does not believe that there are any other new accounting
      pronouncements that have been issued that might have a material impact on
      its financial position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                              
|4. | Property and equipment                                                                                                                                                                                                                                                                                                                       

| |                          |  |        |  |  |              |   |  | August 31, 2010 |  |  | May 31, 2010 | 
| | ------------------------ |  | ------ |  |  | ------------ | - |  | --------------- |  |  | ------------ | 
| |                          |  |        |  |  | Accumulated  |   |  | Net Carrying    |  |  | Net Carrying | 
| |                          |  | Cost   |  |  | Depreciation |   |  | Value           |  |  | Value        | 
| |                          |  | $      |  |  | $            |   |  | $               |  |  | $            | 
| |                          |  |        |  |  |              |   |  |                 |  |  |              | 
| | Computer equipment       |  | 5,659  |  |  | (4,645       | ) |  | 1,014           |  |  | 1,141        | 
| | Asset under construction |  | 63,978 |  |  |             |   |  | 63,978          |  |  | 65,391       | 
| | Wind tower equipment     |  | 22,116 |  |  | (18,794      | ) |  | 3,322           |  |  | 4,429        | 
| |                          |  | 91,753 |  |  | (23,439      | ) |  | 68,314          |  |  | 70,961       | 

|5. | Intangible Assets
|-- | -----------------

| |                     |  |           |  |  |              |   |  | August 31, 2010 |  |  | May 31, 2010 | 
| | ------------------- |  | --------- |  |  | ------------ | - |  | --------------- |  |  | ------------ | 
| |                     |  |           |  |  | Accumulated  |   |  | Net Carrying    |  |  | Net Carrying | 
| |                     |  | Cost      |  |  | Amortization |   |  | Value           |  |  | Value        | 
| |                     |  | $         |  |  | $            |   |  | $               |  |  | $            | 
| | Website development |  | 2,224     |  |  | (2,224       | ) |  |                |  |  |             | 
| | Wind farm assets    |  | 2,551,440 |  |  |             |   |  | 2,551,440       |  |  | 2,551,440    | 
| |                     |  | 2,553,664 |  |  | (2,224       | ) |  | 2,551,440       |  |  | 2,551,440    | 

F-12

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

|6. | Short-term Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | Preferred stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On July 11, 2009, the Company entered into a voting and
      exchange trust agreement among its subsidiary, Keewatin Wind Power Corp.,
      and Valiant Trust Company (Valiant Trust) whereby the Company issued and
      deposited with Valiant Trust one special preferred voting share of the
      Company in order to enable Valiant Trust to execute certain voting and
      exchange rights as trustee from time to time for and on behalf of the
      registered holders of the preferred shares of Keewatin Wind Power Corp.
      Each preferred share of Keewatin Wind Power Corp. is exchangeable into one
      share of common stock of the Company at the election of the shareholder,
      or, in certain circumstances, of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As of August 31, 2010, the Company had issued 885,000
      shares of common stock to holders of 885,000 shares of exchangeable
      preferred shares of its subsidiary Keewatin Wind Power Corp., pursuant to
      them exercising their exchange rights. As of August 31, 2010, there were
      15,515,016 outstanding exchangeable shares (May 31, 2009  15,515,016
      shares).                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As the exchangeable shares have already been recognized
      in connection with the acquisition of Sky Harvest - Saskatchewan, the
      value ascribed to these shares on exchange is $Nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9. | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On September 11, 2009, the Companys board of directors
      adopted the 2009 Stock Option Plan (the Plan) which provides for the
      granting of stock options to acquire up to 2,900,000 common shares of the
      Company to eligible employees, officers, directors and consultants of the
      Company. At August 31, 2010, the Company had 1,650,000 shares of common
      stock available to be issued under the Plan.                                                                                                                                                                                                                                                                                                                         

F-13

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

|9. | Stock Based Compensation (continued)                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On September 11, 2009, pursuant to the Plan, the Company
      granted 1,000,000 options with immediate vesting to directors, officers,
      and employees to acquire 1,000,000 common shares at an exercise price of
      $0.51 per share exercisable for 5 years and recorded stock-based
      compensation for the vested options of $493,939, as general and
      administrative expense.                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On September 11, 2009, pursuant to the Plan, the Company
      granted 250,000 options to consultants to acquire 250,000 common shares at
      an exercise price of $0.51 per share exercisable for 5 years. The options
      granted vest at the rate of 12.5% every 90 days from the date of grant.
      The Company recorded stock based compensation of $95,575, as general and
      administrative expense.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The fair value for stock options granted was estimated at
      the date of grant using the Black-Scholes option- pricing model and the
      weighted average fair value of stock options granted for the three month
      period ended August 31, 2010 was $0.40 per share.                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The weighted average assumptions used are as
    follows:                                                                                                                                                                                                                                                                                                                                                           

Three MonthsEndedAugust 31,2010Expected dividend yield
    
    0%Risk-free interest rate
    
    2.10%Expected volatility
    
    222%Expected option life (in years)
    
    4.03


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

Weighted-AverageWeighted
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Average
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Exercise Price
    
    
    Term (years)
    
    
    Value$
    
    
    
    
    
    $Outstanding: May 31, 2010
    
    1,250,000
    
    
    0.51Granted
    
    
    
    
    Outstanding: August 31, 2010
    
    1,250,000
    
    
    0.51
    
    
    4.03
    
    
    Exercisable:
      August 31, 2010
    
    1,093,750
    
    
    0.51
    
    
    4.03
    
    
    


F-14

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2010                                                       
|(Expressed in US Dollars)                                             

|9. | Stock Based Compensation (continued)                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                            
|   | A summary of the status of the Companys non-vested stock
      options as of August 31, 2010, and changes during the year ended August
      31, 2010, is presented below:

Weighted AverageNumber of
    
    
    Grant DateNon-vested options
    
    options
    
    
    Fair Value$Non-vested at May 31, 2010
    
    187,500
    
    
    0.55Granted
    
    
    
    
    Forfeited/Cancelled
    
    
    
    
    Vested
    
    (31,250
    )
    
    0.50Non-vested at August 31, 2010
    
    156,250
    
    
    0.01


At August 31, 2010, there was $552 of
unrecognized compensation costs related to non-vested share-based compensation
arrangements granted under the Plan, which is expected to be recognized over a
weighted average period of 1.03 years.

10. Commitments and contingencies

On February 23, 2009, the Company entered into a consulting
agreement with a consultant (the Consultant). Pursuant to the agreement, the
Consultant provided investor relations services for the Company from February
24, 2009 to July 5, 2009. In consideration for the investor relations services,
the Company agreed to pay the Consultant $5,000 per month and to issue 15,000
shares of the Companys common stock. At August 31, 2010, the fair value of the
15,000 shares issuable was $6,750 and is included in common stock subscribed. In
addition, if the Company receives equity or debt funding of at least $3,000,000
from a source introduced to the Company by the Consultant then the parties agree
to extend the agreement by an additional year. In consideration for the
additional year of investor relations services, the Company must pay $8,500 per
month and issue 50,000 shares of the Companys common stock or pay $7,500 per
month and issue 80,000 shares of the Companys common stock..

11. Subsequent events

In accordance with ASC 855, Subsequent Events, the
Company has evaluated subsequent events through the date of issuance of the
unaudited interim consolidated financial statements. During this period, the
Company did not have any material recognizable subsequent events.

F-15

---

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

The following discussion and analysis should be read
together with our Consolidated Financial Statements and the Notes to those
statements included elsewhere in this quarterly report on Form 10-Q and the
Consolidated Financial Statements and the Notes to those statements included in
our Form 10-K for the year ended May 31, 2010. Certain statements contained
herein constitute "forward-looking statements" as defined in the U.S. Private
Securities Litigation Reform Act of 1995. In some cases forward-looking
statements can be identified by terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "intends," or similar terms. These
statements appear in a number of places in this Form 10-Q and include statements
regarding the intent, belief or current expectations of our company, its
directors or its officers with respect to, among other things: (i) trends
affecting our financial condition or results of operations, (ii) our business
and growth strategies and (iii) our financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those projected in the forward-looking
statements. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our company's or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we undertake
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur.

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

Corporate Overview

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

Recent Corporate Developments

Since the commencement of our most recent fiscal quarter on
June 1, 2010 we have experienced the following significant corporate
development:

|1. | Saskatchewan Power Corporation Request for
      Qualifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | In October 2009 Saskatchewan Power Corporation
      (SaskPower), the Crown Corporation responsible for electricity supply in
      the Canadian province of Saskatchewan announced its Green Options Plan,
      stating its intention to procure up to 175MW of wind power from
      independent power producers. A formal Request for Qualifications (RFQ) was
      issued in December 2009. The RFQ sought to identify qualified bidders with
      the interest and capability to finance, build and operate a wind generation facility in
      the Province. The closing date for the RFQ was March 15, 2010. Respondents
      which qualified will be invited to respond to a formal Request for
      Proposals in the spring of 2010. SaskPower set certain criteria, for
      respondents to the RFQ relating to, inter alia,the size of the
      project, control of the proposed site, wind project expertise and
    financial strength of the proponent.

5

---

|   | The Company was unable to meet the financial criteria for
      the RFQ. The Company therefore negotiated the support of an international
      wind power developer to act as Joint Venture Developer and Financial
      Guarantor to the project, and submitted a response to the RFQ.                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On July 15, 2010, SaskPower informed the Company that it
      had not been qualified in the RFQ as the combined balance sheets of the
      Company and the Project Guarantor technically did not meet the financial
      requirements set out in the RFQ.                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company is continuing discussions with the proposed
      joint venture developer and is examining other strategic
options.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Resignation of Director and
  Officer                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On September 1, 2010, the Company appointed William Iny
      as its President, CEO, CFO, Secretary and Treasurer in place of Chris
      Craddock, who resigned from these positions on the same date. Mr. Craddock
      also resigned as a director on September 1, 2010. Mr. Iny also replaced
      Mr. Craddock as the sole director and officer of the Companys
      subsidiaries on the same date.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited interim consolidated financial statements
for the fiscal quarter ended August 31, 2010 which are included herein.

|                             |  | Three months ended August 31, |  
|---------------------------- |  | ----------------------------- | -
|                             |  | 2010                          |  
|                             |  | $                             |  
|Revenue                      |  | 0                             |  
|Expenses                     |  | 65,376                        |  
|Foreign exchange (gain) loss |  | 15,684                        |  
|Interest income              |  | (29                           | )
|Net Loss                     |  | 81,031                        |  

Revenues

We recorded a net operating loss of $81,031 for the fiscal
quarter ended August 31, 2010 and have an accumulated deficit of $2,747,880
since inception. We have had no operating revenues since our inception on
February 25, 2005 through to the fiscal quarter ended August 31, 2010. We
anticipate that we will not generate any revenues while we are a development
stage company.

6

---

Expenses

Our expenses for the three months ended August 31, 2010 and
2009 are outlined below:

|                            |  | Three months ended August 31, |  
|--------------------------- |  | ----------------------------- | -
|                            |  | 2010                          |  
|                            |  | $                             |  
|Consulting fees             |  | 20,187                        |  
|Engineering and development |  | 16,058                        |  
|Management fees             |  | 46,330                        |  
|Professional fees           |  | 2,356                         |  
|General and administrative  |  | (19,555                       | )
|Acquired development costs  |  | -                             |  
|Net Loss                    |  | 65,376                        |  

Consulting expenses decreased by $9,368 to $20,187 in the three
months ended August 31, 2010 from $29,555 in the three months ended August 31,
2009. This decrease resulted from reduced expenditure on investor relations
activities conducted during the period, offset by increased costs resulting from
the engagement of a financial consultant in June 2009.

Engineering and development expenses decreased by $82,920 to
$16,058 in the three months ended August 31, 2010 from $98,978 in the three
months ended August 31, 2009 as a result of reduced development work on our
projects pending the announcement of qualified submissions to the Saskpower RFQ

Management fees increased by $11,891 to $46,330 for the three
months ended August 31, 2010 from $34,439 for the three months ended August 31,
2009.. This increase resulted from the acquisition of Sky Harvest  Saskatchewan
..

Professional fees decreased by $64,891 to $2,356 in the three
months ended August 31, 2010 from $67,247 for the three months ended August 31,
2009. The decrease in this category of expenses resulted from reduced
requirements for professional services in the three months ended August 31, 2010
as compared with the three months ended August 31, 2009 as the expenses incurred
in connection with our acquisition of Say Harvest  Saskatchewan and the
creation of the 2009 Stock Option plan did not reoccur in the quarter under
review.

General and administrative expenses decreased by $41,454 to a
recovery of $19,555 for the three months ended August 31, 2010 from an expense
of $21,899 for the three months ended August 31, 2009. The decrease in this
category of expenses for the three months ended August 31, 2010 resulted chiefly
from an adjustment to the fair value of unvested options awarded under the
Companys 2009 Stock Option plan.

Acquired development costs amounting to $242,501 expensed
during the three months ended August 31, 2009, represent development costs
incurred by Sky Harvest  Saskatchewan prior to acquisition by the Company on
July 11, 2009.

Foreign exchange (gain) loss

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

7

---

Interest income

Interest income declined by $1,636 to $29 for the three months
ended August 31, 2010 from $1,665 for the three months ended August 31, 2010.
The reduction in interest income resulted from the utilization of the Companys
short term investments to fund development of the Companys wind power projects
and continued corporate operations.

Liquidity and Capital Resources

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

Working Capital

|                    |  | August 31, |   |  | May 31, |   |  |                   |   |  |      |  
|------------------- |  | ---------- | - |  | ------- | - |  | ----------------- | - |  | ---- | -
|                    |  | 2010       |   |  | 2010    |   |  | Increase/Decrease |  
|                    |  | $          |   |  | $       |   |  | $                 |   |  | %    |  
|Current Assets      |  | 54,681     |   |  | 75,343  |   |  | (20,662           | ) |  | (27% | )
|Current Liabilities |  | 183,208    |   |  | 98,116  |   |  | 85,092            |   |  | 87%  |  
|Working Capital     |  | (128,527   | ) |  | (22,773 | ) |  | (105,754          | ) |  | N/A  |  

The decrease of $105,754 in our working capital was primarily
due to a decrease in prepaid expenses and amounts due to related parties coupled
with increases in account payable and accrued liabilities, amounts due to
related parties and notes payable.

Cash Flows

|                                                      |  | Three months ended August 31, |  
|----------------------------------------------------- |  | ----------------------------- | -
|                                                      |  | 2010                          |  
|                                                      |  | $                             |  
|Cash Flows (used in) Operating Activities             |  | (43,190                       | )
|Cash Flows provided by (used in) Investing Activities |  | -                             |  
|Cash Flows provided by Financing Activities           |  | 27,000                        |  
|Effect of exchange rate changes on cash               |  | 15,980                        |  
|Net increase (decrease) in cash during year           |  | (210                          | )

During the three months ended August 31, 2010 we used net cash
in operating activities in the amount of $43,190. The cash used in the current
period by our operating activities was primarily represented by our operations
on our wind power projects, our acquisition of Sky Harvest - Saskatchewan and
shareholder communications.

Cash flows provided by investing activities during the three
months ended August 31, 2010 represent funds advanced to the Company by a major
shareholder.

8

---

Disclosure of Outstanding Share Data

WarrantsNone

Share optionsOn September 11, 2009, we granted stock
options to directors, officers and key advisors to acquire up to 1,250,000
shares of common stock exercisable at $0.51 per share on or before September 11,
2014.

A summary of our stock option activity is as follows:

WeightedAverageExerciseNumber of
    
    
    PriceOptions
    
    
    $Balance, as at May 31, 2010
    
    -
    
    
    -Granted
    
    1,250,000
    
    
    0.51Cancelled
    
    (333,333
    )
    
    0.51Expired
    
    -
    
    
    -Exercised
    
    -
    
    
    -Balance, as at
      October 13, 2010
    
    916,667
    
    
    0.51


Future Financings

We recorded a net operating loss of $81,031 for the fiscal
quarter ended August 31, 2010 and have an accumulated deficit of $2,747,880
since inception. As of August 31, 2010 we had cash and cash equivalents, and
short term investments totaling $22,425 (May 31, 2009 - $23,105). As of October
18, 2010, we had cash and cash equivalents, and short term investments totaling
$6,518.

As of the date of this report, management anticipates that we
will require at least $350,000 to fund our corporate operations and proposed
exploration and development program for the next 12 months. Accordingly we do
not have sufficient funds to meet our planned expenditures over the next 12
months. In addition we will require further financing in order to fund our
anticipated expenses for the construction of the proposed wind turbine project.

We have begun sourcing additional debt or equity financing to
cover the balance of the anticipated costs for the next 12 months. As of the
date of this report, we do not have any arrangements in place for debt financing
nor for the sale of our securities, and there is no assurance that we will be
able to raise the required funds through equity and debt financing.

We have not had any specific communications with any
representative of a debt financing institution regarding our proposed wind power
project. We will only be able to secure debt financing for wind turbines if we
are able to prove that an economic wind resource exists on a site over which we
have acquired the rights to erect turbines and that we have negotiated a power
purchase agreement with a credit-worthy counter-party.

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. We may
also seek to raise additional cash by the issuance of debt instruments. As of
the date of this report, there is no assurance that we will achieve any
additional sales of our equity securities or arrange for debt or other financing
to fund our exploration and development activities during the next 12 month
period.

9

---

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

Risks Related to our Business

If we do not obtain additional financing our business
will fail.Over the next 12 months, we expect to spend approximately
$250,000 on administrative costs, including management fees payable to our
President, professional fees and general business expenses, including costs
related to complying with our filing obligations as a reporting company. As our
operations become more complex, it is anticipated that these costs will
increase. We also expect incur a further $100,000 in pre-development costs
related to our wind power projects.

As of the date of this report, we do not have sufficient cash
on hand to fund these expenditures. We will need to raise additional debt or
equity financing in order to cover remaining business costs. We do not currently
have any arrangements for financing and may not be able to find such financing
if required.

Because we have not commenced business operations, we
face a high risk of business failure.We have not yet commenced
business operations as an independent power producer; accordingly, we have no
way to evaluate the likelihood that our business will be successful. We were
incorporated on February 25, 2005 and to date have been involved in conducting
land assessments, acquiring leasehold interests in properties having the
potential for wind power development, raising financing and completing wind,
environmental and community assessments.

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

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

If we are not able to obtain an interest in a suitable
property with a potential wind resource, our business will fail.The
lands on which we will seek to construct wind projects are owned by other
parties. We will need to enter into land leases or other appropriate agreements
in order to erect wind turbines and install ancilliary equipment on the Keewatin
Project site. We have entered into an agreement to operate a meteorological
tower on a property comprising the Keewatin Project in southwestern
Saskatchewan. However, we do not yet have an arrangement whereby we may erect
turbines on the property.

We have entered into land lease agreements covering
approximately 15,500 hectares in another area of southwestern Saskatchewan, that
we refer to as the Birsay Project, allowing us to erect wind turbines and
install ancilliary equipment, subject, in certain circumstances, to the payment
of lease payments prior to construction of the project. Even though we own
leasehold interests in these properties, we may not be able to obtain the financing necessary to complete lease
obligations. If we are unable to maintain our property interests, our business
will fail.

10

---



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

Any wind farm that we develop, no matter where it is located,
would be subject to variations in wind and changes in worldwide climatic
conditions. Sudden or unexpected changes in environmental and meteorological
conditions could reduce the productivity of any wind farm we construct. 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 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 reach an agreement with a joint venture
developer and operator our business will fail.As presently
constituted, we do not have the skills and expertise necessary to build and
operate a wind farm. Our management has never been involved in the construction
or operation of a wind power project and does not have any technical background
in the sector.

If we cannot find a joint venture partner for our
projects or a party which will purchase our electricity on acceptable terms, we
will not be able to establish a wind power project and our business will
fail.Even if we demonstrate a significant wind resource on a
property that we acquire, we may not be able to secure a joint venture partner
to further develop a project or a purchaser for any electricity that we produce
on acceptable terms. Without a purchaser for electricity from a property, we
will not be able to proceed with our business plan.

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

Risks Related to our Common Stock

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

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable

Item 4. 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 August 31, 2010, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and principal financial officer. Based on this evaluation, our
principal executive officer and principal financial officer has concluded that
the design and operation of our disclosure controls and procedures were not
effective as at the end of the period covered by this report.

Based on his evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our internal controls over financial reporting
were not effective as of August 31, 2010 and were subject to material
weaknesses.

A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company's annual or
interim financial statements will not be prevented or detected on a timely
basis. We have identified the following material weaknesses in our internal
control over financial reporting using the criteria established in the COSO:

|1. | Failure of former management to implement and comply with
      codes of conduct and other policies regarding acceptable business
      practice, conflicts of interest and expected standards of ethical and
      moral behavior;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                    
|2. | Lack of timeliness with which former management provided
      information to board members to allow monitoring of management;                                                                                                     
|   |                                                                                                                                                                                                                                    
|3. | Failing to implement sufficient monitoring and controls
      to prevent unauthorized financial transactions by former management;
      and                                                                                       
|   |                                                                                                                                                                                                                                    
|4. | Failing to have a director that qualifies as an audit
      committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
      S-K.                                                                                   

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 August 31, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings.None

Item 1A. Risk Factors.Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.None

Item 3. Defaults Upon Senior Securities.None

Item 4.Removed and Reserved

Item 5. Other Information.None

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Item 6. Exhibits.

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

15

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|Voting and exchange trust agreement between
      Keewatin Windpower Corp., Keewatin Windpower Inc. and Valiant Trust
      Company dated May 11, 2009                                                        | 10.13 | 8-K  | July 10, 2009      |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---- | ------------------ | -
|Articles of Merger filed between Keewatin Windpower Corp.
      and Sky Harvest Windpower Corp. filed September 1, 2009                                                                                       | 10.14 | 8-K  | September 17, 2009 |  
|Adoption of 2009 Stock Option Plan dated
      September 11, 2009                                                                                                                                             | 10.15 | 8-K  | September 23, 2009 |  
|                                                                                                                                                                                                              |       |      |                    |  
|Code of Ethics                                                                                                                                                                                                |       |      |                    |  
|Code of Ethics                                                                                                                                                                                                | 14.1  | 10-K | August 31, 2009    |  
|                                                                                                                                                                                                              |       |      |                    |  
|Certification Statement of the Chief Executive Officer and
      Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act
      of 2002                                                     | 31.1  |      |                    | *
|Certification Statement of the Chief
      Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      Of 2002 | 32.1  |      |                    | *

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SIGNATURES

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

SKYHARVEST WINDPOWER CORP.

/s/ William InyWilliam Iny Chief Executive
Officer and Chief Financial OfficerPrincipal Executive Officer, Principal
Accounting Officer and Principal Financial Officer Date: October 19,
2010

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

/s/ William InyWilliam Iny 
Chief Executive
Officer, Chief Financial Officer , President, Treasurer, Secretary, and Director, Principal Executive Officer, Principal Accounting Officer and Principal
Financial Officer 
Date: October 19, 2010

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