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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q /A
(Amendment no. 1)

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

For the quarterly period ended August 31, 2009

or

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

For the transition period from _________ to_________

Commission file number: 000-52410

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

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

617-666 Burrard Street, Vancouver, BC, Canada V6C 3P6(Address of principal executive offices) (Zip Code)

(604) 601-2070Registrants telephone number,
including area code

Keewatin Windpower Corp.(Former name, former address
and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically
  and posted on its corporate Web site, if any, every Interactive Data File required
  to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
  of this chapter) during the preceding 12 months (or for such shorter period
  that the registrant was required to submit and post such files). 
  Yes [ ] No [ ]

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

29,732,016 common shares of $0.001 par value as of October 19,
  2009. (including 15,515,016  shares of common stock reserved for issuance in
  exchange for certain outstanding exchangeable securities of the registrant)

i

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INDEX

|PART I     | FINANCIAL INFORMATION                                                                                                                  | Page
|---------- | -------------------------------------------------------------------------------------------------------------------------------------- | ----
|Item 1.    | Financial Statements (unaudited)                                                                                                       | 2   
|           | CONSOLIDATED
      BALANCE SHEETS as of August 31, 2009 and May, 2009                                                                  | F-1 
|           | CONSOLIDATED STATEMENTS OF
      OPERATIONS for the Three Months Ended August 31, 2009 and 2008                                        | F-2 
|           | CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS EQUITY for the Three Months Ended August
      31, 2009 and the Year Ended May 31, 2009 | F-3 
|           | CONSOLIDATED STATEMENTS OF
      CASH FLOWS for the Three Months Ended August 31, 2009 and 2008                                        | F-5 
|           | NOTES TO UNAUDITED
      INTERIM CONSOLIDATED FINANCIAL STATEMENTS                                                                     | F-7 
|Item 2.    | Management's Discussion and
      Analysis of Financial Condition and Results of Operations                                            | 3   
|Item 3     | Quantitative
      and Qualitative Disclosures About Market Risk                                                                       | 10  
|Item 4.    | Controls and Procedures                                                                                                                | 10  
|PART II    | OTHER INFORMATION                                                                                                                      | 11  
|Item 1.    | Legal Proceedings                                                                                                                      | 11  
|Item 1A.   | Risk Factors                                                                                                                           | 11  
|Item 2.    | Unregistered Sales of Equity
      Securities and Use of Proceeds                                                                      | 11  
|Item 3.    | Defaults Upon
      Senior Securities.                                                                                                 | 11  
|Item 4.    | Submission of Matters
      to a Vote of Security Holders.                                                                             | 11  
|Item 5.    | Other Information.                                                                                                                     | 11  
|Item 6.    | Exhibits                                                                                                                               | 12  
|SIGNATURES | 14                                                                                                                                    

1

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Explanatory Note

We are amending our Quarterly Report on Form 10-Q for  the fiscal quarter ended August 31, 2009 (the Form 10-Q), as originally filed  with the Securities and Exchange Commission on October 20, 2009, regarding certain  disclosures which appeared therein.

We are amending the number of shares of common stock reserved for issuance in exchange for certain outstanding exchangeable securities of the registrant, disclosed on the cover sheet to the Quarterly Report. We are also amending the financial statements for the fiscal quarter ended August 31, 2009 to include disclosure relating to the issuance of a preferred share and certain exchangeable securities in connection with our acquisition of a subsidiary, and amending certain typographical errors on the cover sheet to the Quarterly Report, and in Part 1 Financial Information, Item 1 Financial Statements (unaudited) and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Amendment No. 1 to the  Form 10-Q does not reflect events occurring after the filing of the Form 10-Q  or modify or update the disclosures therein in any way other than as required  to reflect the changes described in this Explanatory Note.

2

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PART IFINANCIAL INFORMATION

|Sky Harvest Windpower Corp.        
|-----------------------------------
|(Formerly Keewatin Windpower Corp.)
|(A Development Stage Company)      
|                                   
|August 31, 2009                    

|Consolidated Balance Sheets
      as of August 31 and May 31, 2009                                                                         | F1
|------------------------------------------------------------------------------------------------------------------------------------------ | ---
|Consolidated Statements of Operations for
      the three months ending August 31, 2009 and 2008, and for the period since
      inception | F2
|Consolidated Statement
      of Stockholders Equity for the three months ending August 31, 2009
      and the period since inception      | F3
|Consolidated Statements of Cash Flows for
      the three months ended  August 31, 2009 and 2008, and for the period since
      inception | F5
|Notes to the Unaudited
      Interim Consolidated Financial Statements                                                                     | F7

3

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

|                                                       |  | August 31, |   |  | May 31,    |  
|------------------------------------------------------ |  | ---------- | - |  | ---------- | -
|                                                       |  | 2009       |   |  | 2009       |  
|                                                       |  | $          |   |  | $          |  
|                                                       |  |            |   |  |            |  
|ASSETS                                                 |  |            |   |  |            |  
|Current Assets                                         |  |            |   |  |            |  
|Cash and cash
      equivalents                        |  | 4,107      |   |  | 36,589     |  
|Short term investment (Note 7)                         |  | 502,931    |   |  | 658,373    |  
|Prepaid expenses                                       |  | 18,264     |   |  | 9,915      |  
|Due from related parties (Note 9 (d))                  |  | 724        |   |  |           |  
|Note receivable (Note 6)                               |  |           |   |  | 280,000    |  
|Total Current Assets                                   |  | 526,026    |   |  | 984,877    |  
|Property and equipment, net (Note 5)                   |  | 70,291     |   |  | 8,851      |  
|Intangible asset
      (Note 8)                        |  | 2,551,921  |   |  |           |  
|Total Assets                                           |  | 3,148,238  |   |  | 993,728    |  
|                                                       |  |            |   |  |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |            |   |  |            |  
|Liabilities                                            |  |            |   |  |            |  
|Bank indebtedness                                      |  | 15,323     |   |  |           |  
|Accounts payable                                       |  | 19,044     |   |  | 1,045      |  
|Accrued liabilities                                    |  | 17,304     |   |  | 6,030      |  
|Total Liabilities                                      |  | 51,671     |   |  | 7,075      |  
|Stockholders Equity                                   |  |            |   |  |            |  
|Preferred Stock: (Note 9)                              |  |            |   |  |            |  
|Authorized:
      10,000,000 shares, $0.001 par value  |  |            |   |  |            |  
|Issued and outstanding: None                           |  |           |   |  |           |  
|Common Stock:                                          |  |            |   |  |            |  
|Authorized: 100,000,000 shares,
      $0.001 par value |  |            |   |  |            |  
|Issued and
      outstanding: 29,732,016 shares        |  |            |   |  |            |  
|(May 31, 2009  12,391,500
      shares)               |  | 29,732     |   |  | 12,391     |  
|Additional paid-in capital                             |  | 4,655,102  |   |  | 2,071,366  |  
|Common stock subscribed (Note 11)                      |  | 6,750      |   |  | 6,750      |  
|Accumulated other comprehensive loss                   |  | (12,268    | ) |  |           |  
|Deficit
      accumulated during the development stage |  | (1,582,749 | ) |  | (1,103,854 | )
|Total Stockholders Equity                             |  | 3,096,567  |   |  | 986,653    |  
|Total Liabilities
      and Stockholders Equity       |  | 3,148,238  |   |  | 993,728    |  
|Continuing operations (Note 1)                         |  |            |   |  |            |  
|Commitments and contingencies (Note 11)                |  |            |   |  |            |  
|Subsequent Events (Note 12)                            |  |            |   |  |            |  

(The accompanying notes are an integral part of these unaudited
consolidated financial statements)
  F-1

---

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

|                                                    |  | Accumulated from    |   |  |              |   |  |              |  
|--------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                    |  | February 25, 2005   |   |  | For the      |   |  | For the      |  
|                                                    |  | (Date of Inception) |   |  | Three months |   |  | Three months |  
|                                                    |  | To                  |   |  | Ended        |   |  | Ended        |  
|                                                    |  | August 31,          |   |  | August 31,   |   |  | August 31,   |  
|                                                    |  | 2009                |   |  | 2009         |   |  | 2008         |  
|                                                    |  | $                   |   |  | $            |   |  | $            |  
|                                                    |  |                     |   |  |              |   |  |              |  
|Expenses                                            |  |                     |   |  |              |   |  |              |  
|Consulting fees                                     |  | 249,311             |   |  | 29,555       |   |  | 36,133       |  
|Engineering and development                         |  | 217,700             |   |  | 98,978       |   |  |             |  
|Management fees (Note 9(a), (b) and (c))            |  | 371,632             |   |  | 34,439       |   |  | 22,875       |  
|Professional fees                                   |  | 249,289             |   |  | 67,247       |   |  | 16,514       |  
|General and administrative                          |  | 355,385             |   |  | 21,899       |   |  | 3,333        |  
|Acquired development costs                          |  | 242,501             |   |  | 242,501      |   |  |             |  
|Operating loss                                      |  | 1,685,818           |   |  | 494,619      |   |  | 78,855       |  
|Other Income                                        |  |                     |   |  |              |   |  |              |  
|Interest income                                     |  | (89,010             | ) |  | (1,665       | ) |  | (2,876       | )
|Foreign exchange loss                               |  | (14,059             | ) |  | (14,059      | ) |  |             |  
|Net loss                                            |  | 1,582,749           |   |  | 478,895      |   |  | 75,979       |  
|Other Comprehensive Loss                            |  |                     |   |  |              |   |  |              |  
|Foreign
      currency translation adjustments      |  | 12,268              |   |  | 12,268       |   |  |             |  
|Comprehensive loss                                  |  | 1,595,017           |   |  | 491,163      |   |  | 75,979       |  
|Net loss per
      common share  basic and diluted |  |                     |   |  | (0.03        | ) |  | (0.01        | )
|Weighted average number of common stock outstanding |  |                     |   |  | 17,086,000   |   |  | 12,391,500   |  

(The accompanying notes are an integral part of these unaudited
consolidated financial statements)
  F-2

---

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

|                                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Deficit     |   |  |          |  
|---------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Accumulated |   |  |          |  
|                                   |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |  |  | Common     |  |  | During the  |   |  |          |  
|                                   |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |  |  | Stock      |  |  | Development |   |  |          |  
|                                   |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |  |  | Subscribed |  |  | Stage       |   |  | Total    |  
|                                   |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |  |  | $          |  |  | $           |   |  | $        |  
|                                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|Balance  February 25, 2005 (Date  |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|of Inception)                      |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  |            |   |  |         |  
|Common stock issued on March 2,    |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|2005 to founders for cash at       |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|$0.00167 per share                 |  |          |  |  |       |  |  | 6,000,000  |  |  | 6,000  |  |  | 4,000      |  |  |           |  |  |            |   |  | 10,000   |  
|Common stock issued from March     |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|4, 2005 to March 20, 2005 for cash |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|at $0.0033 per share               |  |          |  |  |       |  |  | 3,000,000  |  |  | 3,000  |  |  | 7,000      |  |  |           |  |  |            |   |  | 10,000   |  
|Common stock issued on March 31,   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|2005 for cash at $0.0167 per share |  |          |  |  |       |  |  | 300,000    |  |  | 300    |  |  | 4,700      |  |  |           |  |  |            |   |  | 5,000    |  
|Common stock issued from April     |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|7, 2005 to April 28, 2005 for cash |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|at $0.0167 per share               |  |          |  |  |       |  |  | 480,000    |  |  | 480    |  |  | 7,520      |  |  |           |  |  |            |   |  | 8,000    |  
|Common stock issued from May 1,    |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|2005 to May 25 , 2005 for cash at  |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|$0.0167 per share                  |  |          |  |  |       |  |  | 690,000    |  |  | 690    |  |  | 10,810     |  |  |           |  |  |            |   |  | 11,500   |  
|Common stock issued on May 29,     |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|2005 for cash at $0.0167 per share |  |          |  |  |       |  |  | 60,000     |  |  | 60     |  |  | 9,940      |  |  |           |  |  |            |   |  | 10,000   |  
|Net loss for the period            |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (12,321     | ) |  | (12,321  | )
|                                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|Balance  May, 31 2005             |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 43,970     |  |  |           |  |  | (12,321     | ) |  | 42,179   |  
|Net loss for the
      year        |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (57,544     | ) |  | (57,544  | )
|Balance  May 31, 2006             |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 43,970     |  |  |           |  |  | (69,865     | ) |  | (15,365  | )
|Common stock subscribed            |  |           |  |  |        |  |  |           |  |  |       |  |  |           |  |  | 500,500    |  |  |            |   |  | 500,500  |  
|Stock-based compensation           |  |          |  |  |       |  |  |           |  |  |       |  |  | 365,508    |  |  |           |  |  |            |   |  | 365,508  |  
|Net loss for the
      year        |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (435,426    | ) |  | (435,426 | )
|Balance  May 31, 2007 carried     |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |          |  
|forward                            |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 409,478    |  |  | 500,500    |  |  | (505,291    | ) |  | 415,217  |  

(The accompanying notes are an integral part of these unaudited
consolidated financial statements) 
  F-3

---

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

|                                                        |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  | Deficit     |   |  |           |  
|------------------------------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- | - |  | ----------- | - |  | --------- | -
|                                                        |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  | Accumulated |   |  |           |  
|                                                        |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |   |  | Common     |   |  | During the  |   |  |           |  
|                                                        |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |   |  | Stock      |   |  | Development |   |  |           |  
|                                                        |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |   |  | Subscribed |   |  | Stage       |   |  | Total     |  
|                                                        |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |   |  | $          |   |  | $           |   |  | $         |  
|Balance  May 31, 2007 brought                          |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|forward                                                 |  |          |  |  |       |  |  | 10,530,000 |  |  | 10,530 |  |  | 409,478    |   |  | 500,500    |   |  | (505,291    | ) |  | 415,217   |  
|Common stock issued on July 11,                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|2007 for cash at $0.70 per share                        |  |          |  |  |       |  |  | 715,000    |  |  | 715    |  |  | 499,785    |   |  | (500,500   | ) |  |            |   |  |          |  
|Common stock issued on July 11,                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|2007 for finders fees                                  |  |          |  |  |       |  |  | 71,500     |  |  | 71     |  |  | 49,979     |   |  |           |   |  |            |   |  | 50,050    |  
|Common stock issued on July 27,                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|2007 for cash at $1.20 per share                        |  |          |  |  |       |  |  | 1,075,000  |  |  | 1,075  |  |  | 1,288,925  |   |  |           |   |  |            |   |  | 1,290,000 |  
|One million share purchase                              |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|warrants issued for finders fee                        |  |          |  |  |       |  |  |           |  |  |       |  |  | 321,279    |   |  |           |   |  |            |   |  | 321,279   |  
|Finders Fees                                           |  |          |  |  |       |  |  |           |  |  |       |  |  | (498,080   | ) |  |           |   |  |            |   |  | (498,080  | )
|Net loss for the
      year                             |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  | (256,830    | ) |  | (256,830  | )
|Balance  May 31, 2008                                  |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |   |  |           |   |  | (762,121    | ) |  | 1,321,636 |  
|Common stock subscribed                                 |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  | 6,750      |   |  |            |   |  | 6,750     |  
|Net loss for the year                                   |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  | (341,733    | ) |  | (341,733  | )
|Balance  May 31, 2009                                  |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |   |  | 6,750      |   |  | (1,103,854  | ) |  | 986,653   |  
|Common stock issued pursuant to                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|business acquisition                                    |  |          |  |  |       |  |  | 17,341,016 |  |  | 17,341 |  |  | 2,583,736  |   |  |           |   |  |            |   |  | 2,601,077 |  
|Preferred stock issued pursuant to business acquisition |  | 1         |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  |            |   |  |          |  
|Accumulated other comprehensive                         |  |           |  |  |        |  |  |            |  |  |        |  |  |            |   |  |            |   |  |             |   |  |           |  
|loss                                                    |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  | (12,268     | ) |  | (12,268   | )
|Net loss for the period                                 |  |          |  |  |       |  |  |           |  |  |       |  |  |           |   |  |           |   |  | (478,895    | ) |  | (478,895  | )
|Balance  August
      31, 2009                         |  | 1         |  |  |       |  |  | 29,732,016 |  |  | 29,732 |  |  | 4,655,102  |   |  | 6,750      |   |  | (1,595,017  | ) |  | 3,096,567 |  

(The accompanying notes are an integral part of these unaudited
consolidated financial statements) 
  F-4

---

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

|                                                                |  | Accumulated from    |   |  |              |   |  |              |  
|--------------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                                |  | February 25, 2005   |   |  | For the      |   |  | For the      |  
|                                                                |  | (Date of Inception) |   |  | Three months |   |  | Three months |  
|                                                                |  | To                  |   |  | Ended        |   |  | Ended        |  
|                                                                |  | August 31,          |   |  | August 31,   |   |  | August 31,   |  
|                                                                |  | 2009                |   |  | 2009         |   |  | 2008         |  
|                                                                |  | $                   |   |  | $            |   |  | $            |  
|Operating activities                                            |  |                     |   |  |              |   |  |              |  
|Net loss for the period                                         |  | (1,582,749          | ) |  | (478,895     | ) |  | (75,979      | )
|Adjustments to reconcile net loss to
      net cash used in     |  |                     |   |  |              |   |  |              |  
|operating activities:                                           |  |                     |   |  |              |   |  |              |  
|Depreciation                                                    |  | 14,564              |   |  | 1,299        |   |  | 1,378        |  
|Stock-based compensation                                        |  | 370,468             |   |  |             |   |  |             |  
|Acquired
      development costs                                |  | 242,501             |   |  | 242,501      |   |  |              |  
|Changes in operating assets and liabilities:                    |  |                     |   |  |              |   |  |              |  
|Prepaid expenses                                                |  | (3,760              | ) |  | 4,365        |   |  | (12,625      | )
|Accrued interest                                                |  | (7,442              | ) |  | 931          |   |  | 15,004       |  
|Accounts payable
      and accrued liabilities                  |  | (7,112              | ) |  | (14,187      | ) |  | (9,953       | )
|Note receivable                                                 |  | (280,000            | ) |  |             |   |  |             |  
|Due to related parties                                          |  | 8,633               |   |  | 8,633        |   |  |             |  
|Net cash flows
      used in operating activities               |  | (1,244,897          | ) |  | (235,353     | ) |  | (82,175      | )
|Investing activities                                            |  |                     |   |  |              |   |  |              |  
|Purchase of equipment                                           |  | (22,116             | ) |  |             |   |  |             |  
|Purchase of short -term investments                             |  | (2,150,000          | ) |  |             |   |  | (600,000     | )
|Redemption of short term investments                           |  | 1,675,400           |   |  | 175,400      |   |  | 1,350,000    |  
|Cash acquired from acquisition                                  |  | 21,016              |   |  | 21,016       |   |  |             |  
|Net cash flows
      (used in) provided by investing activities |  | (475,700            | ) |  | 196,416      |   |  | 750,000      |  
|Financing activities                                            |  |                     |   |  |              |   |  |              |  
|Proceeds
      from common stock issuances                      |  | 1,718,249           |   |  |             |   |  |             |  
|Net cash flows provided by financing activities                 |  | 1,718,249           |   |  |             |   |  |             |  
|Effect of exchange
      rate changes on cash                   |  | (8,868              | ) |  | (8,868       | ) |  |             |  
|Increase (decrease) in cash and cash
      equivalents          |  | (11,216             | ) |  | (47,805      | ) |  | 667,825      |  
|Cash and cash
      equivalents  beginning of period           |  |                    |   |  | 36,589       |   |  | 1,311        |  
|Cash and cash equivalents  end of period                       |  | (11,216             | ) |  | (11,216      | ) |  | 669,136      |  

(The accompanying notes are an integral part of these unaudited
consolidated financial statements) 
  F-5

---

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

|                                                         |  | Accumulated from    |   |  |              |   |  |              | 
|-------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | 
|                                                         |  | February 25, 2005   |   |  | For the      |   |  | For the      | 
|                                                         |  | (Date of Inception) |   |  | Three months |   |  | Three months | 
|                                                         |  | To                  |   |  | Ended        |   |  | Ended        | 
|                                                         |  | August 31,          |   |  | August 31,   |   |  | August 31,   | 
|                                                         |  | 2009                |   |  | 2009         |   |  | 2008         | 
|                                                         |  | $                   |   |  | $            |   |  | $            | 
|Supplementary disclosures                                |  |                     |   |  |              |   |  |              | 
|Interest paid                                            |  |                    |   |  |             |   |  |             | 
|Income taxes paid                                        |  |                    |   |  |             |   |  |             | 
|Significant non-cash investing and financing activities: |  |                     |   |  |              |   |  |              | 
|Stock issuance for acquisition                           |  | 2,601,077           |   |  | 2,601,077    |   |  |             | 
|Increase intangible asset due to acquisition             |  | 2,551,400           |   |  | 2,551,400    |   |  |             | 
|Accounts payable increased due to acquisition            |  | 30,986              |   |  | 30,986       |   |  |              | 
|                                                         |  | 5,183,463           |   |  | 5,183,463    |   |  |             | 
|Cash and Cash Equivalent consists of:                    |  |                     |   |  |              |   |  |              | 
|Cash                                                     |  | 4,019               |   |  | 4,019        |   |  | 669,136      | 
|Bank overdraft                                           |  | (15,235             | ) |  | (15,235      | ) |  |             | 
|                                                         |  | (11,216             | ) |  | (11,216      | ) |  | 669,136      | 

(The accompanying notes are an integral part of these unaudited
consolidated financial statements) 
  F-6

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company was incorporated in the State of Nevada on
      February 25, 2005. The Company is a Development Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No.7 Accounting
      and Reporting for Development Stage Companies. Its activities to date
      have been limited to capital formation, organization, and development of
      its business plan for the exploration and development of wind power
      projects in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Effective July 13, 2009, the Company acquired all the
      outstanding common stock of Sky Harvest Windpower Corp. (Sky Harvest - Saskatchewan), a
      private Canadian company incorporated under the laws of Canada.
  Refer to Note 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize its assets and discharge its liabilities in the normal course
      of business. The Company has never generated revenues since inception and
      has never paid any dividends and is unlikely to pay dividends or generate
      earnings in the immediate or foreseeable future. The continuation of the
      Company as a going concern is dependent upon the continued financial
      support from its shareholders, the ability of the Company to obtain
      necessary equity financing to continue operations, the successful
      exploitation of economically recoverable electricity in its wind power
      projects, and the attainment of profitable operations. As at August 31,
      2009, the Company has accumulated losses of $1,582,749 since inception.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern. These consolidated financial statements do
      not include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Management plans to raise additional funds through debt
      and equity offerings. Management has yet to decide what type of offering
      the Company will use or how much capital the Company will attempt to
      raise. There is however no assurance that the Company will be able to
      raise any additional capital through any type of offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-7

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

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

Fair Value Hierarchy

SFAS 157 establishes a fair value
hierarchy that requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. A financial
instruments categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. SFAS
157 establishes three levels of inputs that may be used to measure fair value:

Level 1

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

F-8

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

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

Level 2

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

Level 2 instruments require more
management judgment and subjectivity as compared to Level 1 instruments. For
instance:

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

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

Level 3

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

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

| | f. | Equipment
| | -- | ---------
| |    |          
| |    | (i)      
| |    |          
| |    |          

F-9

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

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

F-10

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

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

Recoverability is assessed based on
the carrying amount of the asset and its fair value which is generally
determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.

| | h. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                              
| |    | Income taxes are provided in accordance with SFAS 109,
      Accounting for Income Taxes. A deferred tax asset or liability is
      recorded for all temporary differences between financial and tax reporting
      and net operating loss carry forwards. Deferred tax expense (benefit)
      results from the net change during the year of deferred tax assets and
      liabilities.
| |    |                                                                                                                                                                                                                                                                                                                                                                                              
| |    | Deferred tax assets are reduced by a valuation allowance
      when, in the opinion of management, it is more likely than not that some
      portion or all of the deferred tax assets will not be realized. Deferred
      tax assets and liabilities are adjusted for the effects of changes in tax
      laws and rates on the date of enactment.                                        

| | i. | Foreign Currency Translation
| | -- | ----------------------------

The functional currency of the
Companys Canadian subsidiary (Sky Harvest - Saskatchewan) is the applicable local currency.
The functional currency is translated into U.S. dollars for balance sheet
accounts using current exchange rates in effect as of the balance sheet date and
for revenue and expense accounts and cash flow items using a weighted-average
exchange rate during the reporting period. Adjustments resulting from
translation are included in accumulated comprehensive income (loss), a separate
component of shareholders equity (deficit).

Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rate
prevailing at the balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are included
in the determination of income. Foreign currency transactions are primarily
undertaken in Canadian dollars. The Company has not, to the date of these
consolidated financial statements, entered into derivative instruments to offset
the impact of foreign currency fluctuations.

| | j. | Basic Earnings (Loss) per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In February 1997, the FASB issued SFAS No. 128,
      "Earnings Per Share", which specifies the computation, presentation
      and disclosure requirements for earnings (loss) per share for entities
      with publicly held common stock. SFAS No. 128 supersedes the provisions of
      APB No. 15, and requires the presentation of basic earnings (loss) per
      share and diluted earnings (loss) per share. The Company has adopted the
      provisions of SFAS No. 128 effective February 25, 2005
  (inception).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Basic net earnings (loss) per share amounts are computed
      by dividing the net earnings (loss) by the weighted average number of
      common shares outstanding. Diluted earnings (loss) per share are the same
      as basic earnings (loss) per share due to the lack of dilutive items in
      the Company.                                                                                                                                                                                                          

F-11

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

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

F-12

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2009, the FASB issued SFAS No. 168, The FASB
      Accounting Standards Codification and the Hierarchy of Generally Accepted
      Accounting Principles  a replacement of FASB Statement No. 162. The
      FASB Accounting Standards Codification (Codification) will become the
      source of authoritative U.S. generally accepted accounting principles
      (GAAP) recognized by FASB to be applied by nongovernmental entities.
      Rules and interpretive releases of the Securities and Exchange Commission
      SEC under authority of federal securities laws are also sources of
      authoritative GAAP for SEC registrants. On the effective date of this
      statement, the Codification will supersede all then- existing non-SEC
      accounting and reporting standards. All other non-grandfathered non-SEC
      accounting literature not included in the Codification will become
      non-authoritative. This statement is effective for financial statements
      issued for interim and annual periods ending after September 30, 2009. The
      adoption of this statement is not expected to have a material effect on
      the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2009, the FASB issued SFAS No. 167,
      Amendments to FASB Interpretation No. 46(R). The objective of
      this statement is to improve financial reporting by enterprises involved
      with variable interest entities. This statement addresses (1) the effects
      on certain provisions of FASB Interpretation No. 46 (revised December
      2003), Consolidation of Variable Interest Entities, as a result of the
      elimination of the qualifying special-purpose entity concept in SFAS No.
      166, Accounting for Transfers of Financial Assets, and (2) concern about
      the application of certain key provisions of FASB Interpretation No.
      46(R), including those in which the accounting and disclosures under the
      Interpretation do not always provide timely and useful information about
      an enterprises involvement in a variable interest entity. This statement
      is effective as of the beginning of each reporting entitys first annual
      reporting period that begins after November 15, 2009, for interim periods
      within that first annual reporting period, and for interim and annual
      reporting periods thereafter. Earlier application is prohibited. The
      adoption of this statement is not expected to have a material effect on
      the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2009, the FASB issued SFAS No. 166,
      Accounting for Transfers of Financial Assets  an amendment of FASB
      No. 140. The object of this statement is to improve the relevance,
      representational faithfulness, and comparability of the information that a
      reporting entity provides in its financial statements about a transfer of
      financial assets; the effects of a transfer on its financial position,
      financial performance, and cash flows; and a transferors continuing
      involvement, if any, in transferred financial assets. This statement
      addresses (1) practices that have developed since the issuance of SFAS No.
      140, Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities, that are not consistent with the original
      intent and key requirements of that statement and (2) concerns of
      financial statement users that many of the financial assets (and related
      obligations) that have been derecognized should continue to be reported in
      the financial statements of transferors. SFAS No. 166 must be applied as
      of the beginning of each reporting entitys first annual reporting period
      that begins after November 15, 2009, for interim periods within that first
      annual reporting period and for interim and annual reporting periods
      thereafter. Earlier application is prohibited. This statement must be
      applied to transfers occurring on or after the effective date.
      Additionally, on and after the effective date, the concept of a qualifying
      special- purpose entity is no longer relevant for accounting purposes. The
      disclosure provisions of this statement should be applied to transfers
      that occurred both before and after the effective date of this statement.
      The adoption of this statement is not expected to have a material effect
      on the Companys financial statements.

F-13

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

In June 2008, the Financial Accounting
Standards Board (FASB) issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities. FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting, and therefore need to be included in the computation of earnings per
share under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective
for financial statements issued for fiscal years beginning on or after December
15, 2008 and earlier adoption is prohibited. The adoption of this statement did
not have a material effect on the Companys consolidated financial
statements.

In May 2009, FASB issued SFAS No. 165
(SFAS 165) Subsequent Events. SFAS 165 establishes general standards of
for the evaluation, recognition and disclosure of events and transactions that
occur after the balance sheet date. Although there is new terminology, the
standard is based on the same principles as those that currently exist in the
auditing standards. The standard, which includes a new required disclosure of
the date through which an entity has evaluated subsequent events, is effective
for interim or annual periods ending after June 15, 2009. The adoption of SFAS
165 did not have a significant impact on the Companys consolidated financial
statements.

In May 2008, the FASB issued SFAS No.
162, The Hierarchy of Generally Accepted Accounting Principles. SFAS
162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States. It was effective on
November 15, 2008. The adoption of this statement did not have a material effect
on the Companys consolidated financial statements.

In March 2008, FASB issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities  an
amendment to FASB Statement No. 133. SFAS No. 161 is intended to improve
financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows. It
is effective for financial statements issued for fiscal years beginning after
November 15, 2008, with early adoption encouraged. The Company is currently
evaluating the impact of SFAS No. 161 on its consolidated financial statements,
and the adoption of this statement did not have a material effect on the
Companys consolidated financial statements.

In December 2007, the FASB issued SFAS
No. 141R, Business Combinations. This statement replaces SFAS 141 and
defines the acquirer in a business combination as the entity that obtains
control of one or more businesses in a business combination and establishes the
acquisition date as the date that the acquirer achieves control. SFAS 141R
requires an acquirer to recognize the assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date. SFAS 141R also requires the
acquirer to recognize contingent consideration at the acquisition date, measured
at its fair value at that date. This statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. Earlier adoption is prohibited. The adoption of this statement did not
have a material effect on the Company's consolidated financial statements.

F-14

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|3. | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In December 2007, the FASB issued SFAS No. 160,
      Noncontrolling Interests in Consolidated Financial Statements
      Liabilities an Amendment of ARB No. 51. This statement amends ARB 51
      to establish accounting and reporting standards for the noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. This
      statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after December 15, 2008. Earlier adoption is
      prohibited. The adoption of this statement did not have a material effect
      on the Company's consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In February 2007, the FASB issued SFAS No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities 
      Including an Amendment of FASB Statement No. 115. This statement
      permits entities to choose to measure many financial instruments and
      certain other items at fair value. Most of the provisions of SFAS No. 159
      apply only to entities that elect the fair value option. However, the
      amendment to SFAS No. 115 Accounting for Certain Investments in Debt
      and Equity Securities applies to all entities with available-for-sale
      and trading securities. SFAS No. 159 is effective as of the beginning of
      an entitys first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, Fair Value Measurements. The adoption
      of this statement did not have a material effect on the Company's
      consolidated financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. The objective of SFAS 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS 157 defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles, and expands disclosures about fair value
      measurements. SFAS 157 applies under other accounting pronouncements that
      require or permit fair value measurements and does not require any new
      fair value measurements. The provisions of SFAS No. 157 are effective for
      fair value measurements made in fiscal years beginning after November 15,
      2007. The adoption of this statement did not have a material effect on the
      Company's consolidated financial statements.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Acquisition of Sky Harvest Windpower Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company entered into a letter of agreement dated
      March 26, 2007 to acquire 100% of the issued and outstanding common shares
      of Sky Harvest Windpower Corp. (Sky Harvest - Saskatchewan), a private
      Canadian company incorporated under the laws of Canada. Sky Harvest - Saskatchewan holds the rights to construct a wind power facility on
      approximately 8,500 acres of land located in Southwestern
    Saskatchewan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On July 13, 2009, the Company acquired 100% of the issued
      and outstanding common shares of Sky Harvest - Saskatchewan in
      consideration for the issue of 17,343,516 restricted shares of common
      stock to the shareholders of Sky Harvest - Saskatchewan, equating to 1.5 shares
      of common stock in the capital of the Company for every issued common
      share of Sky Harvest - Saskatchewan. The determination of the purchase price was
      supported by a fairness opinion issued by an independent valuator. The
      acquisition was subject to Sky Harvest - Saskatchewan completing an audit of its
      financial statements, and shareholders of both companies approving the
      acquisition agreement. As the directors of the Company are also directors
      and principal shareholders of Sky Harvest - Saskatchewan, they abstained from
voting their shares in respect of the transaction.                                                                                                                                                                                  

F-15

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|4. | Acquisition of Sky Harvest Windpower
      Corp.(continued)
|-- | -----------------------------------------------------------

The Company’s common shares issued
  to the Sky Harvest - Saskatchewan shareholders were determined to have a fair
  value of $2,601,077. After reflecting the purchase adjustments, the excess of
  the purchase consideration over the fair values of the Company’s assets
  and liabilities of $2,793,941 as at July 13, 2009, has been included in intangible
  assets and allocated to wind farm asset in the amount of $2,551,440 and allocated
  to acquired development costs in the amount of $242,501.

Allocation of Purchase Price

| | Cash and cash equivalents  | $ | 21,016    |  
| | -------------------------- | - | --------- | -
| | Short term investments     |   | 20,889    |  
| | Prepaid expenses           |   | 12,714    |  
| | Due from related parties   |   | 9,357     |  
| | Property and equipment     |   | 59,563    |  
| | Wind farm asset            |   | 2,551,440 |  
| | Acquired development costs |   | 242,501   |  
| | Intangible asset           |   | 543       |  
| | Accounts payable           |   | (30,986   | )
| | Accrued liabilities        |   | (5,962    | )
| | Loan
      payable         |   | (279,998  | )
| |                            | $ | 2,601,077 |  

Allocation of Excess Purchase Price

| | Wind Farm asset                  | $ | 2,551,440 | 
| | -------------------------------- | - | --------- | 
| | Acquired development
      costs |   | 242,501   | 
| |                                  | $ | 2,793,941 | 

Pro forma Information (unaudited)

The following financial summary represents
  the amount of expenses and losses of Sky Harvest  Saskatchewan since the
  acquisition date (July 13, 2009) included in the consolidated income statement
  for the three months ended August 31, 2009.

| |                                  |  | From the            |  
| | -------------------------------- |  | ------------------- | -
| |                                  |  | Date of Acquisition |  
| |                                  |  | (July 13, 2009)     |  
| |                                  |  | To August 31,       |  
| |                                  |  | 2009                |  
| |                                  |  | $                   |  
| |                                  |  |                     |  
| | Expenses                         |  |                     |  
| | Consulting fees                  |  | 1,897               |  
| | Engineering and development      |  | 88,302              |  
| | Management fees                  |  | 11,564              |  
| | Professional fees                |  | 4,383               |  
| | General and
      administrative |  | 13,175              |  
| | Operating loss                   |  | 119,321             |  
| | Other Income                     |  |                     |  
| | Interest income                  |  | (245                | )
| | Foreign
      exchange loss      |  | (14,285             | )
| | Net loss                         |  | 104,791             |  

F-16

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|4 | Acquisition of Sky Harvest Windpower Corp. (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  | The following interim pro formaconsolidated
      financial summary is presented as if the acquisition of Sky Harvest - Saskatchewan was completed on June 1, 2009 and June 1, 2008, respectively.
      The pro formacombined results have been prepared for informational
      purpose only and do not purport to be indicative of the results which
      would have actually been attained had the business combination been
      consummated on the dates indicated or of the results which may be expected
      to occur in the future.

| |                                                     |  | For the      |   |  | For the      |  
| | --------------------------------------------------- |  | ------------ | - |  | ------------ | -
| |                                                     |  | Three months |   |  | Three months |  
| |                                                     |  | Ended        |   |  | Ended        |  
| |                                                     |  | August 31,   |   |  | August 31,   |  
| |                                                     |  | 2009         |   |  | 2008         |  
| |                                                     |  | $            |   |  | $            |  
| |                                                     |  |              |   |  |              |  
| | Expenses                                            |  |              |   |  |              |  
| | Consulting fees                                     |  | 30,569       |   |  | 37,106       |  
| | Engineering and development                         |  | 96,378       |   |  |             |  
| | Management fees                                     |  | 57,099       |   |  | 42,714       |  
| | Professional fees                                   |  | 69,366       |   |  | 17,684       |  
| | General and administrative                          |  | 54,601       |   |  | 40,010       |  
| | Acquired development costs                          |  | 242,501      |   |  |             |  
| | Operating loss                                      |  | 550,514      |   |  | 137,514      |  
| | Other Income                                        |  |              |   |  |              |  
| | Interest income                                     |  | (1,693       | ) |  | (2,902       | )
| | Foreign exchange loss                               |  | 750          |   |  | (154         | )
| | Net loss                                            |  | 549,571      |   |  | 134,458      |  
| |                                                     |  |              |   |  |              |  
| | Net loss per
      common share  basic and diluted |  | (0.02        | ) |  | (0.00        | )
| | Weighted average number of common stock             |  |              |   |  |              |  
| | outstanding                                         |  | 29,732,016   |   |  | 29,732,016   |  

F-17

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|5. | Property and equipment
|-- | ----------------------

| |                          |  |        |  |  |              |   |  | August 31,   |  |  | May 31,      | 
| | ------------------------ |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                          |  |        |  |  |              |   |  | 2009         |  |  | 2009         | 
| |                          |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                          |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                          |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                          |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment       |  | 4,190  |  |  | (3,958       | ) |  | 232          |  |  |             | 
| | Asset under construction |  | 62,313 |  |  |             |   |  | 62,313       |  |  |             | 
| | Wind tower equipment     |  | 22,116 |  |  | (14,370      | ) |  | 7,746        |  |  | 8,851        | 
| |                          |  | 88,619 |  |  | (18,328      | ) |  | 70,291       |  |  | 8,851        | 

|6. | Note Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On September 23, 2008, the Company entered
        into a loan agreement with Sky Harvest - Saskatchewan to lend Sky Harvest - Saskatchewan $100,000. This loan is non-interest bearing, unsecured
        and due on September 22, 2009. On January 28, 2009, the Company entered
        into the second loan agreement with Sky Harvest - Saskatchewan to lend
        Sky Harvest - Saskatchewan an additional $100,000. This loan is non-interest
        bearing, unsecured and due on January 28, 2010. On April 23, 2009, the
        Company entered into the third loan agreement with Sky Harvest - Saskatchewan
        to lend Sky Harvest - Saskatchewan an additional $80,000. This loan is
        non-interest bearing, unsecured and due on April 23, 2010. As of August
        31, 2009, these intercompany transactions and balances have been eliminated
        upon consolidation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7. | Short-term Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-18

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|8. | Intangible Assets
|-- | -----------------

| |                     |  |           |  |  |              |   |  | May 31,      |  |  | May 31,      | 
| | ------------------- |  | --------- |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                     |  |           |  |  |              |   |  | 2009         |  |  | 2009         | 
| |                     |  |           |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                     |  | Cost      |  |  | Amortization |   |  | value        |  |  | value        | 
| |                     |  | $         |  |  | $            |   |  | $            |  |  | $            | 
| | Website development |  | 2,166     |  |  | (1,685       | ) |  | 481          |  |  |             | 
| | Wind farm assets    |  | 2,551,440 |  |  |             |   |  | 2,551,440    |  |  |             | 
| |                     |  | 2,553,606 |  |  | (1,685       | ) |  | 2,551,921    |  |  |             | 

|9. | 9.	Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On July 11, 2009, the Company entered into a voting and exchange trust agreement among its subsidiary, Keewatin Windpower Inc., and Valiant Trust Company (Valiant Trust) whereby the Company issued and deposited with Valiant Trust one special preferred voting share of the Company in order to enable Valiant Trust to execute certain voting and exchange rights as trustee from time to time for and on behalf of the registered holders of the preferred shares of Keewatin Windpower Inc. Each preferred share of Keewatin Windpower Inc. is exchangeable into one share of common stock of the Company at the election of the shareholder, or, in certain circumstances, of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As of August 31, 2009, the Company had issued 300,000 shares of common stock to holders of 300,000 shares of exchangeable preferred shares of its subsidiary Keewatin Windpower Inc., pursuant to them exercising their exchange rights. As of August 31, 2009, there were 16,100,016 outstanding exchangeable shares (May 31, 2009 - Nil).                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As the exchangeable shares have already been recognized in connection with the acquisition of Sky Harvest - Saskatchewan, the value ascribed to these shares on exchange is $nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|10. | Related Party Transactions                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                     
|    | a)                                                                                                                                                  
|    |                                                                                                                                                     
|    | b)                                                                                                                                                  
|    |                                                                                                                                                     
|    | c)                                                                                                                                                  
|    |                                                                                                                                                     
|    | These related party transactions are recorded at the
      exchange amount, being the amount established and agreed to by the related
      parties.

F-19

---

|Sky Harvest Windpower Corp.                                           
|----------------------------------------------------------------------
|(Formerly Keewatin Windpower Corp.)                                   
|(A Development Stage Company)                                         
|Notes to the Unaudited Interim Consolidated Financial
      Statements
|August 31, 2009                                                       
|(Expressed in US Dollars)                                             

|11. | Commitments and contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On February 23, 2009, the Company entered into a
      consulting agreement with a consultant (the Consultant). Pursuant to the
      agreement, the Consultant provided investor relations services for the
      Company from February 24, 2009 to July 5, 2009. In consideration for the
      investor relations services, the Company agreed to pay the Consultant
      $5,000 per month and to issue 15,000 shares of the Companys common stock.
      At February 28, 2009, the fair value of the 15,000 shares issuable was
      $6,750 and is included in common stock subscribed. In addition, if the
      Company receives equity or debt funding of at least $3,000,000 from a
      source introduced to the Company by the Consultant then the parties agree
      to extend the agreement by an additional year. In consideration for the
      additional year of investor relations services, the Company must pay
      $8,500 per month and issue 50,000 shares of the Companys common stock or
      pay $7,500 per month and issue 80,000 shares of the Companys common
      stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In accordance with SFAS 165, the Company has evaluated
      subsequent events through October 20, 2009, the date of issuance of the
      financial statements. During this period there were no material
      recognizable subsequent events other than those disclosed below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-20

---

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

*The following discussion and analysis should be read together with  our  Consolidated Financial Statements  and the Notes to those statements included elsewhere in this quarterly report  on Form 10-Q and the Consolidated Financial Statements and the Notes to those  statements included in our Form 10-K for the year ended May 31, 2009.  Certain  statements contained herein constitute "forward-looking statements"  as defined in the U.S. Private Securities Litigation Reform Act of 1995. In  some cases  forward-looking statements  can be identified by terminology, such as "believes,"  "anticipates," "expects," "estimates,"  "plans," "may," "intends," or similar terms.  These statements appear in a number of places in this Form 10-Q and include  statements regarding the intent, belief or current expectations of our company,  its directors or its officers with respect to, among other things: (i) trends  affecting our financial condition or results of operations, (ii) our business  and growth strategies and (iii) our financing plans. Investors are cautioned  that any such forward-looking statements are not guarantees of future  performance and involve significant risks and uncertainties, and that actual  results may differ materially from those projected in the forward-looking  statements.  These statements are  only predictions and involve known and unknown risks, uncertainties and other  factors, including the risks in the section entitled "Risk Factors",  that may cause our company's or our industry's actual results, levels of  activity, performance or achievements to be materially different from any  future results, levels of activity, performance or achievements expressed or  implied by these forward-looking statements.*

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

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

Foreign Currency and Exchange Rates

All amounts in this quarterly report are stated in United
States Dollars unless otherwise indicated. For purposes of consistency, Canadian
Dollars have been converted into United States currency at the following
rates:

Per 1 US DollarAverage for the first quarter of 2010
    C$ 1.113Rate at August 31, 2009
    C$ 1.095


Corporate Overview

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

4

---

Recent Corporate Developments

Since the commencement of our fiscal quarter ended August 31,
  2009 we have experienced the following significant corporate developments:

On July 13, 2009, the Company acquired 100% of the issued and outstanding common shares of Sky Harvest Windpower Corp. ("Sky Harvest - Saskatchewan") a private Canadian company incorporated under the laws of Canada. Sky Harvest  - Saskatchewan holds the rights to construct a wind power facility on approximately 8,500 acres of land located in Southwestern Saskatchewan.

In order to acquire a 100% interest in Sky Harvest - Saskatchewan, the Company issued a total of 17,343,516 restricted shares of common stock to the shareholders of Sky Harvest - Saskatchewan, equating to 1.5 shares of common stock in the capital of the Company for every issued common share of Sky Harvest - Saskatchewan. The acquisition was subject to Sky Harvest - Saskatchewan completing an audit of its financial statements, and shareholders of both companies approving the acquisition agreement. The directors of the Company are also directors and principal shareholders of Sky Harvest - Saskatchewan.

Change of Name from Keewatin Windpower Corp. to Sky Harvest Windpower Corp.
  Effective September 1, 2009, we completed a merger with our subsidiary, Sky
  Harvest Windpower Corp., a Nevada corporation which was incorporated solely
  to effect a change in our name. As a result, we have changed our name from “Keewatin
  Windpower Corp.” to “Sky Harvest Windpower Corp.”

Adoption of the 2009 Stock Option Plan
  Effective September 11, 2009, our board of directors adopted the 2009 Stock
  Option Plan. The purpose of the 2009 Stock Option Plan is to enhance the long-term
  stockholder value of our company by offering opportunities to directors, officers,
  employees and eligible consultants of our company to acquire and maintain stock
  ownership in our company in order to give these persons the opportunity to participate
  in our company's growth and success, and to encourage them to remain in the
  service of our company. A total of 2,900,000 shares of common stock are available
  for issuance under the 2009 Stock Option Plan.

The 2009 Stock Option Plan provides for the grant of incentive stock options
  and non-qualified stock options. Incentive stock options granted under the 2009
  Stock Option Plan are those intended to qualify as "incentive stock options"
  as defined under Section 422 of the Internal Revenue Code. However, in order
  to qualify as "incentive stock options" under Section 422 of the Internal
  Revenue Code, the 2009 Stock Option Plan must be approved by the stockholders
  of our company within 12 months of its adoption. The 2009 Stock Option Plan
  has not been approved by our stockholders. Non-qualified stock options granted
  under the 2009 Stock Option Plan are option grants that do not qualify as incentive
  stock options under Section 422 of the Internal Revenue Code.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the fiscal
quarter ended August 31 , 2009 which are included herein.

|                             |   | Three months ended |   |   |                     |   |   |         |  
|---------------------------- | - | ------------------ | - | - | ------------------- | - | - | ------- | -
|                             |   | August 31,         |   |   | Increase/(Decrease) |  
|                             |   | 2009               |   |   | 2008                |   |   | Amount  |  
|Revenue                      | $ | -                  |   | $ | -                   |   | $ | 0       |  
|Expenses                     |   | 494,619            |   |   | 78,855              |   |   | 415,764 |  
|Interest and Dividend Income |   | (1,665             | ) |   | (2,876              | ) |   | (1,211  | )
|Net Loss                     | $ | 492,954            |   | $ | 75,979              |   | $ | 416,975 |  

Revenues

We recorded a net operating loss of $491,163 for the fiscal
quarter ended August 31, 2009 and have an accumulated deficit of $1,595,017
since inception. We have had no operating revenues since our inception on
February 25, 2005 through to the fiscal quarter ended August 31, 2009. We
anticipate that we will not generate any revenues while we are a development
stage company.

Expenses

Our expenses for the fiscal quarter ended August 31, 2009 and
2008 are outlined below:

|                            |   | Three months ended |  |   |                   |  |   |         |  
|--------------------------- | - | ------------------ |  | - | ----------------- |  | - | ------- | -
|                            |   | August 31,         |  |   | Increase/Decrease | 
|                            |   | 2009               |  |   | 2008              |  |   | Amount  |  
|Consulting fees             | $ | 29,555             |  | $ | 36,133            |  | $ | (6,578  | )
|Engineering and development |   | 98,978             |  |   | -                 |  |   | 98,978  |  
|Management fees             |   | 34,439             |  |   | 22,875            |  |   | 11,564  |  
|Professional fees           |   | 67,247             |  |   | 16,514            |  |   | 50,733  |  
|General and administrative  |   | 21,899             |  |   | 3,333             |  |   | 18,566  |  
|Acquired development costs  |   | 242,501            |  |   | -                 |  |   | 242,501 |  
|Net Loss                    | $ | 494,619            |  | $ | 78,855            |  | $ | 415,764 |  

5

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Consulting expenses decreased to $29,555 in the three months
  ended August 31, 2009 (three months ended August 31, 2008 - $36,133) as a result
  of reduced expenditure on investor relations activities conducted during the
  period.

Engineering and development expenses increased to $98,978 in
  the three months ended August 31, 2009 (three months ended August 31, 2008 -
  $nil) as a result of$10,676 incurred in maintenance expenses on meteorological
  equipment on our original wind project. In addition we incurred $88,302 in project
  engineering costs related to the project acquired as a result of the acquisition
  of Sky Harvest Saskatchewan.

Management fees increased to $34,439 for the three months ended
August 31, 2009 from $22,875 for the three months ended August 31, 2008,
resulting from the acquisition of Sky Harvest  Saskatchewan. In addition, we
engaged the services of a consultant to assist us with the acquisition of Sky
Harvest - Saskatchewan   other financial projects.

Professional fess increased to $67,247 in the three months ended
  August 31, 2009 (three months ended August 31, 2008 - $16,514l). The increase
  in this category of expenses resulted from additional legal expenses incurred
  in connection with our acquisition of Sky Harvest – Saskatchewan, the
  change of our name to Sky Harvest Windpower  Corp., and audit and professional
  accounting services.

General and administrative expenses increased to $21,899 for
  the three months ended August 31, 2009 from $3,333 for the three months ended
  August 31, 2008. The increase in this category of expenses resulted from increased
  expenditure on costs associated with the maintenance of the public company,
  and travel and office expenses associated with our subsidiary.

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

Liquidity and Capital Resources

Our financial condition for the fiscal quarters ended August
31, 2009 and 2008 and the changes between those periods for the respective items
are summarized as follows:

Working Capital

|                    |   | Three months ended |  |   | Increase/Decrease | 
|------------------- | - | ------------------ |  | - | ----------------- | 
|                    |   | August 31,         |  |   |                   | 
|                    |   | 2009               |  |   | 2008              | 
|Current Assets      | $ | 526,026            |  | $ | 984,877           | 
|Current Liabilities |   | 51,671             |  |   | 7,075             | 
|Working Capital     | $ | 474,355            |  | $ | 977,802           | 

The 51.5% decrease in our working capital was primarily due to
a decrease in cash and cash equivalents as result of expenditures undertaken
during the period, offset by an increase in prepaid expenses and increases in
Accounts payable and Accrued liabilities acquired on acquisition of Sky Harvest
Saskatchewan.

6

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|Cash Flows                                      |   |                    |   |   |                   |   |   |          |   |  |            |  
|----------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | -------- | - |  | ---------- | -
|                                                |   |                    |   |   |                   |   |   |          |   |  |            |  
|                                                |   | Three months ended |   |   | Increase/Decrease |  
|                                                |   | August 31,         |   |   |                   |   |   |          |  
|                                                |   | 2009               |   |   | 2008              |   |   | Amount   |   |  | Percentage |  
|Cash Flows (used in) Operating
      Activities | $ | (235,353           | ) | $ | (82,175           | ) | $ | (153,178 | ) |  | (186.4%    | )
|Cash Flows provided by (used in) Investing      |   | 196,016            |   |   | 750,000           |   |   | (553,984 | ) |  | (73.9%     | )
|Activities                                      |   |                    |   |   |                   |   |   |          |   |  |            |  
|Net increase (decrease) in cash during year     | $ | (39,337            | ) | $ | 667,825           |   | $ | (707,162 | ) |  | (105.9%    | )

During the three months ended August 31, 2009 we used net cash
  in operating activities in the amount of $235,353. The cash used in the current
  period by our operating activities was primarily represented by our operations
  on our wind power projects, our acquisition of Sky Harvest  Saskatchewan  and shareholder communications.

Cash flows provided by investing activities represents short
  term investments redeemed during the three months ended August 31, 2009 and
  cash acquired from the acquisition of Sky Harvest  Saskatchewan.

Disclosure of Outstanding Share Data

Warrants
  None

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

A summary of our stock option activity is as follows:

|                                      |  | Number 
      of Options |  |  | Weighted
      Average 
      Exercise 
      Price
      $ | 
|------------------------------------- |  | ------------------------ |  |  | ----------------------------------------------------------- | 
|Balance, as at May 31, 2009           |  | -                        |  |  | -                                                           | 
|Granted                               |  | 1,250,000                |  |  | 0.51                                                        | 
|Expired                               |  | -                        |  |  | -                                                           | 
|Exercised                             |  | -                        |  |  | -                                                           | 
|Balance, as at October
      20, 2009 |  | 1,250,000                |  |  | 0.51                                                        | 

Future Financings

We recorded a net operating loss of $491,163 for the three
months ended August 31, 2009, and have an accumulated deficit of $1,595,017
since inception. As of August 31, 2009 we had cash and cash equivalents, and
short term investments totaling $491,715 (May 31, 2009 - $689,962). As of
October 19, 2009, we had cash and cash equivalents, and short term investments
totaling $351,021.

As of the date of this report, management anticipates that we
  will require at least $780,000 to fund our corporate operations and proposed
  exploration and development program for the next 12 months. Accordingly we do
  not have sufficient funds to meet our planned expenditures over the next 12
  months. In addition we will require further financing in order to fund our anticipated
  expenses for the construction of the proposed wind turbine project.

We have begun sourcing equity financing to cover the balance of
the anticipated costs for the next 12 months. Until such financing is arranged,
we intend to rely on the proceeds of a financing concluded in July, 2007 for net
proceeds of approximately $1,163,000 to cover the cost of operations before the
erection of wind turbines.. Accordingly, as of the date of this report, we do
not have any arrangements in place for debt financing nor for the sale of our
securities, and there is no assurance that we will be able to raise the required
funds through equity and debt financing.

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

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

7

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Off Balance Sheet Arrangements

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

Risks Related to our Business

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

Over the next 12 months, we expect to spend $480,000 on
administrative costs, including management fees payable to our President and
Directors, professional fees and general business expenses, including costs
related to complying with our filing obligations as a reporting company. As our
operations become more complex, it is anticipated that these costs will
increase. We also expect incur a further $240,000 in pre-development costs
related to our wind power projects.

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

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

We have not yet commenced business operations as an independent
power producer; accordingly, we have no way to evaluate the likelihood that our
business will be successful. We were incorporated on February 25, 2005 and to
date have been involved 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.

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

8

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

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

Any wind farm that we develop, no matter where it is located,
would be subject to variations in wind and changes in worldwide climatic
conditions. Sudden or unexpected changes in environmental and meteorological
conditions could reduce the productivity of 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 which will purchase our
electricity on acceptable terms, we will not be able to establish a wind power
project and our business will fail.

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

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

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

Risks Related to our Common Stock

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

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

9

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

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

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

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

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

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

10

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable

Item 4. Controls and Procedures.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at August 31, 2009, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and principal financial officer. Based on this evaluation, our
principal executive officer and principal financial officer have concluded that
the design and operation of our disclosure controls and procedures are effective
as at the end of the period covered by this report.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial
reporting during the three months ended August 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

11

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings.None

Item 1A. Risk Factors.Not applicable

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

Item 3. Defaults Upon Senior Securities.None

Item 4. Submission of Matters to a Vote of Security Holders.None

Item 5. Other Information.None

12

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Item 6. Exhibits.

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

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

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SIGNATURES

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

SKYHARVEST WINDPOWER CORP.

/s/ Chris CraddockChris CraddockChief Executive
Officer and Chief Financial OfficerPrincipal Executive Officer, Principal
Accounting Officer and Principal Financial Officer 
Date: April 16, 2010



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

/s/ Chris CraddockChris CraddockChief Executive
Officer, Chief Financial Officer , President, Treasurer, Secretary, and Director
,Principal Executive Officer, Principal Accounting Officer and Principal
Financial Officer Date: April 16, 2010

/s/ William InyWilliam Iny Director Date:
April 16, 2010

15

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