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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, DC
20549

**FORM 10-QSB**

(Mark One)

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

For the quarterly period ended November 30, 2007

[   ] TRANSITION REPORT UNDER 13 OR 15(d) OF THE
EXCHANGE ACT

For the transition period from ______________ to
______________

Commission File Number 333-126580

KEEWATIN WINDPOWER
CORP.(Exact name of small Business Issuer as specified
in its charter)

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

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

Issuer's telephone number: (604) 601-2070

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

Yes [   ] No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date: **12,391,500**
  shares of common stock issued and outstanding as of January 10, 2008

Transitional Small Business Disclosure Format (Check one):

Yes [   ] No [X]

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PART 1  FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION

2

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|Keewatin Windpower Corp.     
|-----------------------------
|(A Development Stage Company)
|                             
|November 30, 2007            

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

---

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

|                                                       |  | November 30, |   |  | May 31,  |  
|------------------------------------------------------ |  | ------------ | - |  | -------- | -
|                                                       |  | 2007         |   |  | 2007     |  
|                                                       |  | $            |   |  | $        |  
|ASSETS                                                 |  |              |   |  |          |  
|Current Assets                                         |  |              |   |  |          |  
|Cash and cash equivalents                              |  | 1,582,038    |   |  | 449,185  |  
|Total Current Assets                                   |  | 1,582,038    |   |  | 449,185  |  
|Property and equipment, net (Note 5)                   |  | 17,234       |   |  | 15,936   |  
|Total Assets                                           |  | 1,599.272    |   |  | 465,121  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |              |   |  |          |  
|Liabilities                                            |  |              |   |  |          |  
|Accounts payable                                       |  | 3,091        |   |  | 3,040    |  
|Accrued liabilities                                    |  | 1,800        |   |  | 1,764    |  
|Management fees payable (Note 6)                       |  | 47,600       |   |  | 45,100   |  
|Total Liabilities                                      |  | 52,491       |   |  | 49,904   |  
|Contingencies (Note 2)                                 |  |              |   |  |          |  
|Stockholders Equity                                   |  |              |   |  |          |  
|Preferred Stock:                                       |  |              |   |  |          |  
|Authorized: 10,000,000 shares,
      $0.001 par value  |  |              |   |  |          |  
|Issued and
      outstanding: None                     |  |             |   |  |         |  
|Common Stock: (Note 7)                                 |  |              |   |  |          |  
|Authorized:
      100,000,000 shares, $0.001 par value |  |              |   |  |          |  
|Issued and outstanding: 12,391,500
      shares        |  |              |   |  |          |  
|(May 31,
      2007  10,530,000 shares)               |  | 12,391       |   |  | 10,530   |  
|Additional paid-in capital                             |  | 2,071,366    |   |  | 409,478  |  
|Common stock subscribed (Note 7)                       |  |             |   |  | 500,500  |  
|Deficit accumulated
      during the development stage |  | (536,976     | ) |  | (505,291 | )
|Total Stockholders Equity                             |  | 1,546,781    |   |  | 415,217  |  
|Total Liabilities
      and Stockholders Equity       |  | 1,599,272    |   |  | 465,121  |  

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

F-1

---

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

|                            |  | Accumulated from    |   |  |              |   |  |              |   |  |              |   |  |              |  
|--------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                            |  | February 25, 2005   |   |  |              |   |  |              |   |  |              |   |  |              |  
|                            |  | (Date of Inception) |   |  | Three Months |   |  | Three Months |   |  | Six Months   |   |  | Six Months   |  
|                            |  | To                  |   |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | Ended        |  
|                            |  | November 30,        |   |  | November 30, |   |  | November 30, |   |  | November 30, |   |  | November 30, |  
|                            |  | 2007                |   |  | 2007         |   |  | 2006         |   |  | 2007         |   |  | 2006         |  
|                            |  | $                   |   |  | $            |   |  | $            |   |  | $            |   |  | $            |  
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Expenses                    |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Management fees             |  | 197,727             |   |  | 27,800       |   |  | 7,500        |   |  | 42,950       |   |  | 15,000       |  
|General and administrative  |  | 377,495             |   |  | 10,184       |   |  | 7,519        |   |  | 22,791       |   |  | 14,227       |  
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Operating loss              |  | (575,222            | ) |  | (37,984      | ) |  | (15,019      | ) |  | (65,741      | ) |  | (29,227      | )
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Other Income                |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Interest income             |  | 43,546              |   |  | 23,825       |   |  |             |   |  | 34,056       |   |  |             |  
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Net loss                    |  | (531,676            | ) |  | (14,159      | ) |  | (15,019      | ) |  | (31,685      | ) |  | (29,227      | )
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Net loss per common share  |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|basic and diluted           |  |                     |   |  | (0.00        | ) |  | (0.00        | ) |  | (0.00        | ) |  | (0.00        | )
|                            |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|Weighted average number of  |  |                     |   |  |              |   |  |              |   |  |              |   |  |              |  
|common stock outstanding    |  |                     |   |  | 12,392,000   |   |  | 10,530,000   |   |  | 11,898,000   |   |  | 10,530,000   |  

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

F-2

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

|                                                            |  | Accumulated from    |   |  |              |   |  |              |  
|----------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                            |  | February 25, 2005   |   |  |              |   |  |              |  
|                                                            |  | (Date of Inception) |   |  | Six Months   |   |  | Six Months   |  
|                                                            |  | To                  |   |  | Ended        |   |  | Ended        |  
|                                                            |  | November 30,        |   |  | November 30, |   |  | November 30, |  
|                                                            |  | 2007                |   |  | 2007         |   |  | 2006         |  
|                                                            |  | $                   |   |  | $            |   |  | $            |  
|Operating activities                                        |  |                     |   |  |              |   |  |              |  
|Net loss for the period                                     |  | (536,976            | ) |  | (31,685      | ) |  | (29,227      | )
|Adjustments to reconcile net loss to
      net cash used in |  |                     |   |  |              |   |  |              |  
|operating activities:                                       |  |                     |   |  |              |   |  |              |  
|Depreciation                                                |  | 7,633               |   |  | 2,756        |   |  | 2,080        |  
|Stock-based compensation                                    |  | 365,508             |   |  |             |   |  |             |  
|Changes in operating assets and liabilities:                |  |                     |   |  |              |   |  |              |  
|Prepaid expenses                                            |  |                    |   |  |             |   |  | 1,338        |  
|Accounts
      payable and accrued liabilities              |  | 4,891               |   |  | 87           |   |  | 4,457        |  
|Management fees payable                                     |  | 47,600              |   |  | 2,500        |   |  | 12,400       |  
|Net cash flows used in operating activities                 |  | (111,344            | ) |  | (26,342      | ) |  | (8,952       | )
|Investing activities                                        |  |                     |   |  |              |   |  |              |  
|Purchase of equipment                                       |  | (24,867             | ) |  | (4,054       | ) |  |             |  
|Purchase
      of short term investments                    |  |                    |   |  |             |   |  | (50,000      | )
|Net cash flows used in investing activities                 |  | (24,867             | ) |  | (4,054       | ) |  | (50,000      | )
|Financing activities                                        |  |                     |   |  |              |   |  |              |  
|Proceeds from common stock issuances                        |  | 1,718,249           |   |  | 1,163,249    |   |  |             |  
|Proceeds from common stock subscriptions                    |  |                    |   |  |             |   |  | 500,500      |  
|Proceeds from loans payable to related party                |  |                    |   |  |             |   |  | 5,000        |  
|Net cash flows provided
      by financing activities       |  | 1,718,249           |   |  | 1,163,249    |   |  | 505,500      |  
|Increase (decrease) in cash and cash equivalents            |  | 1,582,038           |   |  | 1,132,853    |   |  | 446,548      |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Cash and cash equivalents  beginning of period             |  |                    |   |  | 449,185      |   |  | 3,001        |  
|Cash and cash equivalents
       end of period             |  | 1,582,038           |   |  | 1,582,038    |   |  | 449,549      |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Cash and cash equivalents consist of:                       |  |                     |   |  |              |   |  |              |  
|Cash in bank                                                |  |                     |   |  | 50,013       |   |  | 49,549       |  
|Short term investments                                      |  |                     |   |  | 1,522,025    |   |  | 400,000      |  
|Trust Account                                               |  |                     |   |  | 10,000       |   |  |             |  
|                                                            |  |                     |   |  |              |   |  |              |  
|                                                            |  |                     |   |  | 1,582,038    |   |  | 449,549      |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Supplementary disclosures                                   |  |                     |   |  |              |   |  |              |  
|Interest paid                                               |  |                    |   |  |             |   |  |             |  
|Income taxes paid                                           |  |                    |   |  |             |   |  |             |  

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

F-3

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

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The unaudited financial information furnished herein
        reflects all adjustments, which in the opinion of management, are necessary
        to fairly state the Companys financial position and the results
        of its operations for the periods presented. This report on Form 10-QSB
        should be read in conjunction with the Companys financial statements
        and notes thereto included in the Companys Form 10-KSB for the fiscal
        year ended May 31, 2007. The Company assumes that the users of the interim
        financial information herein have read or have access to the audited financial
        statements for the preceding fiscal year and that the adequacy of additional
        disclosure needed for a fair presentation may be determined in that context.
        Accordingly, footnote disclosure, which would substantially duplicate
        the disclosure contained in the Companys Form 10-KSB for the fiscal
        year ended May 31, 2007, has been omitted. The results of operations for
        the six-month period ended November 30, 2007 are not necessarily indicative
        of results that may be expected for the fiscal year ending May 31, 2008.                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company was incorporated in the State of Nevada
        on February 25, 2005. The Company is a Development Stage Company, as defined
        by Statement of Financial Accounting Standard (SFAS) No.7
        Accounting and Reporting for Development Stage Companies.
        Its activities to date have been limited to capital formation, organization,
        and development of its business plan for the exploration and development
        of wind power projects in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These financial statements have been prepared on a going
        concern basis, which implies the Company will continue to realize its
        assets and discharge its liabilities in the normal course of business.
        The Company has never generated revenues since inception and has never
        paid any dividends and is unlikely to pay dividends or generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations the successful exploitation of economically
        recoverable electricity in its wind power projects, and the attainment
        of profitable operations. As at November 30, 2007, the Company has accumulated
        losses of $531,676 since inception. These factors raise substantial doubt
        regarding the Companys ability to continue as a going concern. These
        financial statements do not include any adjustments to the recoverability
        and classification of recorded asset amounts and classification of liabilities
        that might be necessary should the Company be unable to continue as a
        going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Recently Adopted Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In September 2006, the FASB issued SFAS No. 158, Employers
        Accounting for Defined Benefit Pension and Other Postretirement Plans
         an amendment of FASB Statements No. 87, 88, 106, and 132(R).
        This statement requires employers to recognize the overfunded or underfunded
        status of a defined benefit postretirement plan (other than a multiemployer
        plan) as an asset or liability in its statement of financial position
        and to recognize changes in that funded status in the year in which the
        changes occur through comprehensive income of a business entity or changes
        in unrestricted net assets of a not-for-profit organization. This statement
        also requires an employer to measure the funded status of a plan as of
        the date of its year-end statement of financial position, with limited
        exceptions. The provisions of SFAS No. 158 are effective for employers
        with publicly traded equity securities as of the end of the fiscal year
        ending after December 15, 2006. The Company currently has no such employee
        plans and does not expect to institute such plans. The adoption of this
        statement did not have a material effect on the Company's financial statements.                        

F-4

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

|3. | Recently Adopted Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, the SEC issued Staff Accounting Bulletin
        (SAB) No. 108, Considering the Effects of Prior Year
        Misstatements when Quantifying Misstatements in Current Year Financial
        Statements. SAB No. 108 addresses how the effects of prior year
        uncorrected misstatements should be considered when quantifying misstatements
        in current year financial statements. SAB No. 108 requires companies to
        quantify misstatements using a balance sheet and income statement approach
        and to evaluate whether either approach results in quantifying an error
        that is material in light of relevant quantitative and qualitative factors.
        SAB No. 108 is effective for fiscal years ending after November 15, 2006.
        The adoption of this statement did not have a material effect on the Company's
        financial statements.                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In June 2006, the Financial Accounting Standards Board
        (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty
        in Income Taxes, an interpretation of FASB Statements No. 109.
        FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing
        a two-step method of first evaluating whether a tax position has met a
        more likely than not recognition threshold and second, measuring that
        tax position to determine the amount of benefit to be recognized in the
        financial statements. FIN 48 provides guidance on the presentation of
        such positions within a classified statement of financial position as
        well as on derecognition, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. The adoption of this statement did
        not have a material effect on the Company's financial statements.                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February 2007, the Financial Accounting Standards
        Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial
        Assets and Financial Liabilities  Including an Amendment of FASB
        Statement No. 115. This statement permits entities to choose
        to measure many financial instruments and certain other items at fair
        value. Most of the provisions of SFAS No. 159 apply only to entities that
        elect the fair value option. However, the amendment to SFAS No. 115 Accounting
        for Certain Investments in Debt and Equity Securities applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is effective as of the beginning of an entitys first fiscal
        year that begins after November 15, 2007. Early adoption is permitted
        as of the beginning of a fiscal year that begins on or before November
        15, 2007, provided the entity also elects to apply the provision of SFAS
        No. 157, Fair Value Measurements.The adoption of this
        statement is not expected to have a material effect on the Company's financial
        statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, the FASB issued SFAS No. 157, Fair
        Value Measurements. The objective of SFAS 157 is to increase
        consistency and comparability in fair value measurements and to expand
        disclosures about fair value measurements. SFAS 157 defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles, and expands disclosures about fair value measurements.
        SFAS 157 applies under other accounting pronouncements that require or
        permit fair value measurements and does not require any new fair value
        measurements. The provisions of SFAS No. 157 are effective for fair value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement is not expected to have a material effect on
        the Company's future reported financial position or results of operations.                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                      |  |        |  |  |              |   |  | November 30, |  |  | May 31,      | 
| | -------------------- |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                      |  |        |  |  |              |   |  | 2007         |  |  | 2007         | 
| |                      |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                      |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                      |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                      |  |        |  |  |              |   |  |              |  |  |              | 
| |                      |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment   |  | 4,054  |  |  | (676         | ) |  | 3,378        |  |  | -            | 
| | Wind tower equipment |  | 20,813 |  |  | (6,957       | ) |  | 13,856       |  |  | 15,936       | 
| |                      |  |        |  |  |              |   |  |              |  |  |              | 
| |                      |  | 24,867 |  |  | (7,633       | ) |  | 17,234       |  |  | 15,936       | 

F-5

---

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

|6. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These related party transactions are recorded
        at the exchange amount, being the amount established and agreed to by
        the related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the year ended May 31, 2007, the Company
        granted stock options to directors, officers and key advisors to acquire
        up to 1,000,000 shares of common stock exercisable at $1.10 per share
        on or before February 26, 2009. All options granted were vested at the
        time of issuance. The fair value for options granted was estimated at
        the date of grant to be $365,508 using the Black-Scholes option pricing
        model assuming an expected life of 2 years, a risk- free rate of 4.49%,
        an expected volatility of 42% and no expected dividends. The fair value
        of these stock options granted was approximately $0.37 per share. During
        the year ended May 31, 2007, the Company recorded stock- based compensation
        of $91,337 as management fees and $274,131 as general and administrative
        expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | A summary of the Companys stock option
        activity is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                              |  | Six Months ended  | 
| | ---------------------------- |  | ----------------- | 
| |                              |  | November 30, 2007 | 
| |                              |  |                   | 
| |                              |  | Number            | 
| |                              |  | of Options        | 
| |                              |  |                   | 
| | Balance, Beginning of period |  | 1,000,000         | 
| | Granted                      |  | -                 | 
| | Cancelled/Forfeited          |  | -                 | 
| | Exercised                    |  | -                 | 
| | Balance, End of period       |  | 1,000,000         | 

F-6

---

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

|   | As at November 30, 2007, all of the options were vested,
        and their intrinsic value was $590,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | Potential Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company entered into a letter agreement dated March
        26, 2007 to acquire 100% of the issued and outstanding common shares of
        Sky Harvest Windpower Corp. (Sky Harvest), a private Canadian
        company incorporated under the laws of British Columbia, in consideration
        for 17,343,516 restricted shares of the Companys common stock. The
        directors of the Company are also directors and principal shareholders
        of Sky Harvest. Sky Harvest holds the rights to construct a wind power
        facility on approximately 8,500 acres of land located in Southwestern
        Saskatchewan. The closing of this transaction is subject to shareholder
        approval.

F-7

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements as
that term is defined in section 27A of the United States Securities Act of 1933,
as amended, and section 21E of the United States Securities Exchange Act of
1934, as amended. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "intends", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential", or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" commencing on page 7 of this quarterly report, which may cause
our or our industry's actual results, levels of activity or performance to be
materially different from any future results, levels of activity or performance
expressed or implied by these forward-looking statements.

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

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

As used in this quarterly report, the terms we, us, our,
the Company and Keewatin mean Keewatin Windpower Corp.

Introduction

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 on February 25,
2005. We do not anticipate earning any revenue until the completion of an
environmental assessment on our properties, secure a power purchase agreement
and erecting wind turbines on our properties of which there is no guarantee.

Corporate History

We were incorporated in the State of Nevada on February 25,
2005. Our resident agent is Empire Stock Transfer Inc., 2470 Saint Rose Parkway,
Suite 304, Henderson, NV 89704.

Recent Corporate Developments

We experienced the following significant corporate developments
since the commencement of our quarter ended November 30, 2007:

|1. | Effective January 10, 2008, Chris Craddock was appointed
      as our chief financial officer. Mr. Craddock continues to serve as the
      Companys chief executive officer, president, secretary and
    treasurer.                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                         
|2. | Effective November 30, 2007 Victor S. Dusik resigned as
      Chief Financial Officer and director of Keewatin. In connection with Mr.
      Dusiks resignation there were no disagreements with Companys policies or
      practices.

3

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|3. | During the quarter ended November 30, 2007, Sky Harvest
      Windpower Corp. (Sky Harvest) installed additional meteorological study
      equipment on Crown land adjacent to the Keewatin property of interest. The
      equipment will enable Keewatin and Sky Harvest to increase the size of the
      proposed project from 50 MW of capacity to over 150 MW. Keewatin played
      the lead role in negotiating the terms of an agreement to use the Crown
      land and also has acquired and reserved the funds for all pre-development
      work on the site. Keewatin and Sky Harvest entered into a letter of intent
      dated March 27, 2007 pursuant to which the Company intends to acquire all
      of the issued and outstanding shares of Sky Harvest. Completion of the
      acquisition is subject to, among other things, the entry into a definitive
      agreement and completion of the parties due diligence investigations.
      There is no assurance the transaction will be completed as planned or at
      all.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Plan of Operation

Our plan of operation for the twelve months is to:

| | 1. | continue the review of wind data from the meteorological
      tower that has been erected on the Saskatchewan property to assess the
      wind resource;                                                                                                                                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                       
| | 2. | complete the acquisition of Sky Harvest Windpower
      Corp.;                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                       
| | 2. | continue to complete all environmental assessments to
      enable us to obtain the necessary permitting for construction and
      operation of a wind power project; and                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                       
| | 3. | commence discussions with potential customers that may be
      interested in purchasing electricity that would be generated from the
      potential wind power project, contact wind turbine suppliers regarding the
      planned purchase and delivery of equipment and seek potential sources of
      debt and equity financing.

We have erected a meteorological tower on a property in
southwest Saskatchewan for the purpose of determining whether the property
possesses a wind resource sufficient to justify the erection of wind turbines.
We have also commenced environmental assessments with the assistance of
independent consultants.

Results from the wind study to date indicate that the
Saskatchewan property has a wind resource that warrants the erection of wind
turbines. It is now our objective to negotiate a lease with the landowners of
the Saskatchewan property and/or surrounding land owners. Currently, all land
owners in the area have indicated their preference to retain ownership of their
lands and enter into a lease arrangement, although we have not reached any
formal agreement in this regard. Accordingly, we do not expect to incur any
expenses in connection with acquiring a property interest until the wind towers
have been erected. Land lease costs are estimated to be $60,000 per annum.

Cash Requirements

Over the next twelve months, we have estimated the following
operating expenses:

Operating ExpensesAdministrative expenses
    $
    200,000Land Leases
    
    60,000Compliance costs
    
    40,000Total
    $
    300,000


4

---

Over the next twelve months, we anticipate spending $200,000 on
administrative costs, including management fees payable to its President and
Directors, professional fees and general business expenses, including costs
related to complying with filing obligations as a reporting company.

We also anticipate that we will incur approximately $40,000 per
year in order to comply with reporting requirements. As our operations become
more complex, it is anticipated that these costs will increase.

To erect wind turbines on the property, at an anticipated cost
of $115,000,000, we expect to raise up to 75%, or approximately $86,000,000 by
way of debt financing and 25%, or approximately $29,000,000 through the sale of
common stock. It is unlikely that we will be able to make arrangements for debt
financing until our environmental assessment is completed, which is not expected
to occur until 2009, and are subject to our negotiation of a power purchase
agreement with a credit worthy counter-party.

Wind power generation companies typically make marginal profit
based upon the price they receive for each kilowatt-hour of power they sell.
Government subsidies and credits add to the profit margin that such companies
realize. The Company intends to execute a power purchase agreement with a
utility in Saskatchewan or a neighboring jurisdiction. The agreement is expected
to include the price to be paid for the electricity produced in cents per
kilowatt-hour and the term of the agreement. It will also be subject to
obtaining the necessary financing to proceed with the wind power project. Debt
financiers will only provide financing if the project will be economically
viable based on the terms of the power purchase agreement.

Results Operations

We are still in the development stage and did not earn any
revenue during the quarter ended November 30, 2007. We do not anticipate earning
any revenue until the completion of an environmental assessment on the property,
securing a power purchase agreement and erecting turbines on the land, of which
there is no guarantee.

Three Months SummaryThree Months Ended November 30,2007
    
    
      2006Revenue
    $
      -
    
    $
      -Expenses
    
      37,984
    
    
      15,019Interest and Dividend Income
    
      23,825
    
    
      -Net Loss
    $
      (14,159
    )
    $
      (15,019
    )


We recorded a net operating loss of $37,984 for the three
months ended November 30, 2007 and have an accumulated deficit of $531,576 since
inception. As at November 30, 2007 we had cash of $1,582,038 and for the next 12
months, management anticipates that the minimum cash requirements to fund our
proposed exploration program and our continued operations will be $300,000
excluding costs of constructing the wind turbine. Accordingly we have sufficient
funds to meet our planned expenditures over the next twelve months, however, we
will need further financing in order to meet our anticipated expenses for the
construction of the wind turbine. See Future Financings, below

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production of our oil and gas projects. We are currently in

5

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the exploration stage of our business and we can provide no
assurances that we will discover commercially exploitable resources on our
properties, or if such resources are discovered, that we will be able to enter
into commercial production.

Expenses

Our expenses for the three months ended November 30, 2007 and
November 30, 2006 are outlined in the table below:

Three Months Ended November 30,2007
      
      
      2006Management fees
    $
      27,800
    
    $
      7,500General and administrative
    
      10,184
    
    
      7,519Total Expenses
    $
      (37,984
    )
    $
      (15,019
    )


Operating expenses for the three months ended November 30, 2007
increased by $22,965 as compared to the comparative period in 2006 primarily as
a result of increased professional and administrative expenses associated with
our ongoing reporting obligations under the Securities Exchange Act of 1934.

Liquidity and Capital ResourcesWorking CapitalAs at November 30, 2007
    
    
      As at May 31, 2007Current Assets
    $
      1,599,272
    
    $
      465,121Current Liabilities
    
      52,491
    
    
      49,904Working Capital
    $
      1,546,781
    
    $
      415,217


|Cash Flows                                           |   |                   |   |   |                   |  
|---------------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                                     |   | Six Months Ended  |   |   | Six Months Ended  |  
|                                                     |   | November 30, 2007 |   |   | November 30, 2006 |  
|Cash Flows from (used in) Operating
      Activities | $ | (26,342           | ) | $ | (8,952            | )
|Cash Flows from (used in) Financing Activities       | $ | 1,163,249         |   | $ | 505,500           |  
|Cash Flows provided by Investing
      Activities    | $ | (4,054            | ) | $ | (50,000           | )
|Net Increase in Cash During Period                   | $ | 1,132,853         |   | $ | 446,548           |  

As at November 30, 2007, we had total assets of $1,599,272, comprised
  principally of cash on hand of $1,582,038, and total liabilities of $52,491,
  comprised primarily of management fees payable of $47,600. The increase in cash
  on hand during the six months ended November 30, 2007 over the comparative period
  in 2006 is attributed to the completion in July, 2007 of a private placement
  for net proceeds of $1,163,000.

Our current operating funds are not sufficient to complete our
intended business objectives. To erect wind turbines on the property, it is
anticipated that we will require financing of approximately $115,000,000. We do
not have any arrangements for financing and may not be able to find such
financing if required. The most likely sources of future funds that will be
available to us are through debt financing and through the issuance of
equity.

Future Financings

We recorded a net operating loss of $37,984 for the three
months ended November 30, 2007 and have an accumulated deficit of $531,576 since
inception. As at November 30, 2007 we had cash of $1,582,038 and for the next 12
months, management anticipates that the minimum cash requirements to fund our
proposed exploration program and our continued operations will be $300,000
excluding costs of constructing the wind turbine. Accordingly we have sufficient
funds to meet our planned expenditures

6

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over the next twelve months, however, we will need further
financing in order to meet our anticipated expenses for the construction of the
wind turbine.

We have begun sourcing equity financing to cover the balance
  of the anticipated costs for the next 12 months and anticipated costs relating
  to the erection of wind turbines. Until such financing is arranged, we intend
  to rely on the proceeds of a recent financing concluded on in July, 2007 for
  net proceeds of approximately $1,163,000 to cover the cost of operations before
  the erection of wind turbines. We have not had any specific communications with
  any representative of a debt financing institution regarding our proposed wind
  power project. Accordingly, we cannot guarantee that it will be able to raise
  75% of required funds through debt financing.

Off-Balance Sheet Arrangements

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

RISKS AND UNCERTAINTIES

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

Over the next twelve months, we anticipate spending $200,000 on
administrative costs, including management fees payable to our President and
Directors, professional fees and general business expenses, including costs
related to complying with filing obligations as a reporting company. We also
anticipate that we will incur approximately $40,000 per year in order to comply
with reporting requirements. As our operations become more complex, it is
anticipated that these costs will increase. To erect wind turbines on the
property, at an anticipated cost of $115,000,000, we expect to raise up to 75%,
or approximately $86,000,000 by way of debt financing and 25%, or approximately
$29,000,000 through the sale of common stock. It is unlikely that we will be
able to make arrangements for debt financing until our environmental assessment
is completed, which is not expected to occur until 2009 subject to the
negotiation of a power purchase agreement with a credit worthy counter-party.
Cash on hand will not cover these costs. We will need to acquire additional
financing in order to cover remaining business costs. We do not currently have
any arrangements for financing and may not be able to find such financing if
required. The most likely sources of future funds that will be available to us
are through debt financing and through the issuance of equity capital. We will
only be able to secure debt financing for wind turbines if it is able to prove
that an economic wind resource exists on a property that is acquired and that we
have negotiated a power purchase agreement with a credit worthy counter-party.
We do not have any arrangements in place for debt financing nor for the sale of
our securities.

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

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

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

7

---

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

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

If we are not able to obtain an interest in a suitable
property with a potential wind resource, our business will fail.

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

Future changes in weather patterns could negatively impact
our business, reducing potential profitability or causing our business to
fail.

Changes in weather patterns may affect our ability to operate a
wind power project on any property we acquires. Wind data that we collect from a
meteorological tower may vary from results actually achieved when a wind turbine
is installed. Changing global environmental and weather conditions may also
affect the reliability of the data relating to a property.

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

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

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

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

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

8

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

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

A decline in the price of our common stock could affect our
ability to raise further working capital, it may adversely impact our ability to
continue operations and we may go out of business.

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

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

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

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

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

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

9

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

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

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

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the three months ended November 30, 2007 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

PART II  OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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|ITEM 2. | UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------------
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 3. | DEFAULT UPON SENIOR SECURITIES.                                   
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS.        
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 5. | OTHER INFORMATION.                                                
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 6  | EXHIBITS.                                                         

The following exhibits, required by Item 601 of Regulation S-B,
are being filed as part of this quarterly report, or are incorporated by
reference where indicated:

Exhibit No.
      Description3.1
      Articles of Incorporation (incorporated by reference
        from our Registration Statement on Form SB-2, filed on July 14, 2005)3.2
      Bylaws (incorporated by reference from our Registration
        Statement on Form SB-2, filed on July 14, 2005)4.1
      Form of Warrant
        Certificate for July 13, 2007 Private Placement10.1
      Management Agreement (filed as an exhibit to
        registration statement on Form SB-2 dated July 14, 2005).10.2
      Consent to Entry/Right of Access Agreement (filed
        as an exhibit to registration statement on Form SB-2 dated September 29,
        2005).10.3
      Letter of Intent dated
        March 27, 2007 between Keewatin Windpower Corp. and Sky Harvest Windpower
        Corp.10.4
      Form of Subscription
        Agreement for July 13, 2007 Private Placement for US Subscribers10.5
      Form of Subscription
        Agreement for July 13, 2007 Private Placement for Non-US Subscribers31.1
      Certification Statement
        of the Chief Executive Officer and Chief Financial Officer pursuant to
        Section 302 of the Sarbanes- Oxley Act of 200232.1
      Certification Statement
        of the Chief Executive Officer and Chief Financial Officer pursuant to
        18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act Of 2002


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SIGNATURES

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

|January 14, 2008 | Keewatin Windpower Corp.                                         
|---------------- | -----------------------------------------------------------------
|                 |                                                                  
|                 | By: /s/ *Chris Craddock*                                         
|                 | Chris Craddock                                                   
|                 | President, CEO, CFO, Treasurer, Secretary,
      Director        
|                 | Principal Executive Officer and Principal
      Financial Officer

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

|January 14, 2008 | Keewatin Windpower Corp.                                         
|---------------- | -----------------------------------------------------------------
|                 |                                                                  
|                 | By: /s/ *Chris Craddock*                                         
|                 | Chris Craddock                                                   
|                 | President, CEO, CFO, Treasurer, Secretary,
      Director        
|                 | Principal Executive Officer and Principal
      Financial Officer

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