UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended February 28, 2011
                                       or

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

             For the transition period from __________ to __________

                        Commission file number: 000-52410


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

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

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

                                 (604) 267-3041
               Registrant's telephone number, including area code

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

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

Indicate by check mark whether the registrant 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 (ss.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 CORPORATE ISSUERS:

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

29,732,016  shares of common  stock are issued and  outstanding  as of April 14,
2011  (including  15,515,016  shares of common  stock  reserved  for issuance in
exchange for certain outstanding exchangeable securities of the registrant).
<PAGE>
                                      INDEX

PART I FINANCIAL INFORMATION Page

Item 1.  Financial Statements (unaudited)                                      3

         CONSOLIDATED  BALANCE  SHEETS as of February 28, 2011 and May
         31, 2010                                                              3

         CONSOLIDATED  STATEMENTS OF OPERATIONS for the Three and Nine
         Months Ended  February 28, 2011 and 2010,  and for the period
         since inception                                                       4

         CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  EQUITY  for  the
         period since inception                                                5

         CONSOLIDATED  STATEMENTS  OF CASH  FLOWS for the Nine  Months
         Ended  February  28, 2011 and 2010,  and for the period since
         inception                                                             9

         NOTES  TO  THE  UNAUDITED  INTERIM   CONSOLIDATED   FINANCIAL
         STATEMENTS                                                           10

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           26

Item 4.  Controls and Procedures                                              26

PART II OTHER INFORMATION

Item 1.  Legal Proceedings                                                    27

Item 1A. Risk Factors                                                         27

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          27

Item 3.  Defaults Upon Senior Securities                                      27

Item 4.  (Removed and Reserved)                                               27

Item 5.  Other Information                                                    27

Item 6.  Exhibits                                                             28

SIGNATURES                                                                    30

                                       2
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
(unaudited)

<TABLE>
<CAPTION>
                                                                      February 28,              May 31,
                                                                          2011                   2010
                                                                      ------------           ------------
                                                                           $                      $
<S>                                                                  <C>                    <C>
ASSETS

Current Assets
  Cash and cash equivalents                                                 12,876                    234
  Short term investment                                                         --                 22,871
  Other receivables                                                         41,770                 20,112
  Prepaid expenses                                                              --                 21,585
  Due from related party                                                        --                 10,541
                                                                      ------------           ------------
Total Current Assets                                                        54,646                 75,343

Deposits                                                                     3,706                     --
Property and equipment, net (Note 4)                                        72,244                 70,961
Intangible assets (Note 5)                                               2,551,440              2,551,440
                                                                      ------------           ------------

Total Assets                                                             2,682,036              2,697,744
                                                                      ============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable                                                         212,338                 97,612
  Accrued liabilities                                                          233                    554
  Due to related parties (Note 9)                                          123,053                     --
  Note payable (Note 7)                                                     50,000                     --
                                                                      ------------           ------------
Total Liabilities                                                          385,624                 98,166
                                                                      ------------           ------------
Stockholders' Equity
  Preferred Stock:
    Authorized: 10,000,000 shares, $0.001 par value
    Issued and outstanding: 1 share (May 31, 2010 - 1 share)                    --                     --
  Common Stock:
    Authorized: 100,000,000 shares, $0.001 par value
    Issued and outstanding: 29,732,016 shares
    (May 31, 2010 - 29,732,016 shares)                                      29,732                 29,732
  Additional paid-in capital                                             5,231,112              5,244,616
  Common stock subscribed (Note 11)                                          6,750                  6,750
  Accumulated other comprehensive loss                                     (80,249)               (28,257)
  Deficit accumulated during the development stage                      (2,890,933)            (2,653,263)
                                                                      ------------           ------------
Total Stockholders' Equity                                               2,296,412              2,599,578
                                                                      ------------           ------------

Total Liabilities and Stockholders' Equity                               2,682,036              2,697,744
                                                                      ============           ============
</TABLE>

Continuing operations (Note 1)
Commitments and contingencies (Note 11)

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

                                       3
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars, except number of shares)
(unaudited)

<TABLE>
<CAPTION>
                                       Accumulated from         For the           For the            For the           For the
                                       February 25, 2005      Three Months      Three Months       Nine Months       Nine Months
                                    (Date of Inception) to       Ended             Ended              Ended             Ended
                                         February 28,         February 28,      February 28,       February 28,      February 28,
                                             2011                 2011              2010               2011              2010
                                         ------------         ------------      ------------       ------------      ------------
                                              $                    $                 $                  $                 $
<S>                                     <C>                    <C>              <C>                <C>               <C>
Expenses
  Consulting fees                             361,282                3,234            10,131             49,311            52,348
  Engineering and development                 381,026               21,598            43,376             61,612           179,764
  Management fees (Note 9)                    584,430               15,924            79,353             77,994           172,905
  Professional fees                           341,056               10,639            13,456             42,048           121,015
  General and administrative                1,151,910               23,317            58,619             53,803           649,416
  Acquired development costs                  242,501                   --                --                 --           242,501
                                         ------------         ------------      ------------       ------------      ------------

Operating loss                             (3,062,205)             (74,712)         (204,935)          (284,768)       (1,417,949)

Other Income
  Interest income                              89,382                   --               170                 24             1,994
  Foreign exchange gain                        81,890               37,031             1,370             47,074            30,908
                                         ------------         ------------      ------------       ------------      ------------

Net loss                                   (2,890,933)             (37,681)         (203,395)          (237,670)       (1,385,047)

Other Comprehensive Loss
  Foreign currency translation
   adjustments                                (80,249)             (41,242)           (1,132)           (51,992)          (25,246)
                                         ------------         ------------      ------------       ------------      ------------

Comprehensive loss                         (2,971,182)             (78,923)         (204,527)          (289,662)       (1,410,293)
                                         ============         ============      ============       ============      ============
Net loss per common share -
 basic and diluted                                                   (0.00)            (0.01)             (0.01)            (0.05)
                                                              ------------      ------------       ------------      ------------
Weighted average number of common
 stock outstanding                                              29,732,000        29,732,000         29,732,000        27,001,000
                                                              ------------      ------------       ------------      ------------
</TABLE>

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

                                       4
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                                               Deficit
                                                                                                             Accumulated
                                                                                  Additional     Common      During the
                                  Preferred              Common                    Paid-in        Stock      Development
                                    Stock     Amount     Shares       Amount       Capital      Subscribed      Stage        Total
                                    -----     ------     ------       ------       -------      ----------      -----        -----
                                      #         $          #             $            $              $            $            $
<S>                             <C>         <C>        <C>            <C>         <C>          <C>            <C>           <C>
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 May25, 2005 for cash
 at$0.0167 per share                  --        --        690,000         690         10,810         --            --       11,500

Common stock issued on May 29,
 2005 for cash at$0.0167  per
 share                                --        --         60,000          60          9,940         --            --       10,000

Net loss for the period               --        --             --          --             --         --       (12,321)     (12,321)
                                   -----     -----     ----------     -------     ----------      -----      --------      -------
Balance - May, 31 2005
 carried forward                      --        --     10,530,000      10,530         43,970         --       (12,321)      42,179
                                   -----     -----     ----------     -------     ----------      -----      --------      -------
</TABLE>

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

                                       5
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                                               Deficit
                                                                                                             Accumulated
                                                                                  Additional     Common      During the
                                  Preferred              Common                    Paid-in        Stock      Development
                                    Stock     Amount     Shares       Amount       Capital      Subscribed      Stage        Total
                                    -----     ------     ------       ------       -------      ----------      -----        -----
                                      #         $          #             $            $              $            $            $
<S>                             <C>         <C>        <C>            <C>         <C>          <C>            <C>           <C>
Balance - May, 31, 2005               --          --    10,530,000     10,530       43,970            --      (12,321)      42,179
 brought forward

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
                                   -----       -----    ----------    -------     --------      --------     --------     --------
</TABLE>


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

                                       6
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                                               Deficit
                                                                                                             Accumulated
                                                                                  Additional     Common      During the
                                  Preferred              Common                    Paid-in        Stock      Development
                                    Stock     Amount     Shares       Amount       Capital      Subscribed      Stage        Total
                                    -----     ------     ------       ------       -------      ----------      -----        -----
                                      #         $          #             $            $              $            $            $
<S>                             <C>         <C>        <C>            <C>         <C>          <C>            <C>           <C>
Balance - May 31, 2007                --        --     10,530,000     10,530       409,478      500,500      (505,291)     415,217
 carried forward

Common stock issued on July
 11, 2007 for cash at$0.70
 per share                            --        --        715,000        715       499,785     (500,500)           --           --

Common stock issued on July
 11, 2007 for finders' fees           --        --         71,500         71        49,979           --            --       50,050

Common stock issued on July
 27, 2007 for cash at $1.20
 per share                            --        --      1,075,000      1,075     1,288,925           --            --    1,290,000

One million share purchase
 warrants issued for finders'
 fee                                  --        --             --         --       321,279           --            --      321,279

Finders' fees                         --        --             --         --      (498,080)          --            --     (498,080)

Net loss for the year                 --        --             --         --            --           --      (256,830)    (256,830)
                                   -----     -----     ----------    -------     ---------     --------    ----------    ---------

Balance - May 31, 2008                --        --     12,391,500     12,391     2,071,366           --      (762,121)   1,321,636

Common stock
 subscribed                           --        --             --         --            --        6,750            --        6,750

Net loss for the year                 --        --             --         --            --           --      (341,733)    (341,733)
                                   -----     -----     ----------    -------     ---------     --------    ----------    ---------
Balance - May 31, 2009
 carried forward                      --        --     12,391,500     12,391     2,071,366        6,750    (1,103,854)     986,653
                                   -----     -----     ----------    -------     ---------     --------    ----------    ---------
</TABLE>


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

                                       7
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                             Accumulated   Accumulated
                                                                    Additional   Common         Other      During the
                         Preferred             Common                Paid-in      Stock     Comprehensive  Development
                           Stock     Amount    Shares      Amount    Capital    Subscribed      Loss          Stage         Total
                           -----     ------    ------      ------    -------    ----------      ----         -----          -----
                             #         $         #            $         $            $           $             $              $
<S>                      <C>         <C>       <C>           <C>      <C>        <C>                      <C>             <C>
Balance - May 31, 2009      --          --   12,391,500    12,391   2,071,366      6,750          --      (1,103,854)      986,653
 carried forward

Common stock issued
 pursuant to business
 acquisition                --          --   17,340,516    17,341   2,583,736         --          --              --     2,601,077

Preferred stock issued
 pursuant to business
 acquisition                 1          --           --        --          --         --          --              --            --

Stock-based
 compensation               --          --           --        --     589,514         --          --              --       589,514

Accumulated other
 comprehensive loss         --          --           --        --          --         --     (28,257)             --       (28,257)

Net loss for year           --          --           --        --          --         --          --      (1,549,409)   (1,549,409)
                         -----       -----   ----------   -------   ---------      -----     -------      ----------    ----------

Balance - May 31, 2010       1          --   29,732,016    29,732   5,244,616      6,750     (28,257)     (2,653,263)    2,599,578

Stock-based
 compensation               --          --           --        --     (13,504)        --          --              --       (13,504)

Accumulated other
 comprehensive loss         --          --           --        --          --         --     (51,992)             --       (51,992)

Net loss for the
 period                     --          --           --        --          --         --          --        (237,670)     (237,670)
                         -----       -----   ----------   -------   ---------      -----     -------      ----------    ----------
Balance -
 February 28, 2011
 (unaudited)                 1          --   29,732,016    29,732   5,231,112      6,750     (80,249)     (2,890,933)    2,296,412
                         =====       =====   ==========   =======   =========      =====     =======      ==========    ==========
</TABLE>

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

                                       8
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
(unaudited)

<TABLE>
<CAPTION>
                                                           Accumulated from           For the                For the
                                                          February 25, 2005         Nine Months            Nine Months
                                                       (Date of Inception) to          Ended                  Ended
                                                             February 28,           February 28,           February 28,
                                                                 2011                   2011                   2010
                                                             ------------           ------------           ------------
                                                                  $                      $                      $
<S>                                                          <C>                    <C>                    <C>
Operating activities
  Net loss for the period                                      (2,890,933)              (237,670)            (1,385,047)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation                                                  22,504                  3,637                  4,268
     Stock-based compensation                                     946,478                (13,504)               557,477
     Acquired development costs                                   242,501                     --                242,501
  Changes in operating assets and liabilities:
     Prepaid expenses                                               8,428                 17,879                (26,245)
     Accrued interest                                                 244                     31                  8,594
     Accounts payable and accrued liabilities                     174,406                124,945                   (540)
     Account receivable                                           (27,642)               (21,658)                    --
     Note receivable                                             (280,000)                    --                     --
     Due to related parties                                        60,128                 61,313                  9,357
                                                             ------------           ------------           ------------
Net cash flows used in operating activities                    (1,743,886)               (65,027)              (589,635)
                                                             ------------           ------------           ------------
Investing activities
  Purchase of equipment                                           (23,504)                    --                 (1,440)
  Purchase of short-term investments                           (2,472,839)                    --               (322,644)
  Redemption of short-term investments                          2,493,484                 22,840                970,644
  Cash acquired from acquisition                                   21,016                     --                 21,016
                                                             ------------           ------------           ------------
Net cash flows provided by investing activities                    18,157                 22,840                667,576
                                                             ------------           ------------           ------------
Financing activities
  Proceeds from common stock issuances                          1,718,249                     --                     --
  Proceeds from related party loans                                61,741                 61,741                     --
  Proceeds from note payable                                       50,000                 50,000                     --
                                                             ------------           ------------           ------------
Net cash flows provided by financing activities                 1,829,990                111,741                     --
                                                             ------------           ------------           ------------

Effect of exchange rate changes on cash                           (91,385)               (56,912)               (30,898)
                                                             ------------           ------------           ------------

Increase in cash and cash equivalents                              12,876                 12,642                 47,043

Cash and cash equivalents - beginning of period                        --                    234                 36,589
                                                             ------------           ------------           ------------

Cash and cash equivalents - end of period                          12,876                 12,876                 83,632
                                                             ============           ============           ============
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
                                                             ------------           ------------           ------------
</TABLE>
                 (The accompanying notes are an integral part of
                    these consolidated financial statements)

                                       9
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

1. Organization and Description of Business

Sky Harvest  Windpower Corp.  (the  "Company") was  incorporated in the State of
Nevada on February 25, 2005.  The Company is a  Development  Stage  Company,  as
defined by Financial  Accounting  Standards Board ("FASB") Accounting  Standards
Codification  ("ASC") 915,  Development  Stage Entities.  Its activities to date
have been limited to capital  formation,  organization,  and  development of its
business plan for the  exploration  and  development  of wind power  projects in
Canada.

Effective July 13, 2009, the Company  acquired all the outstanding  common stock
of Sky Harvest Windpower (Saskatchewan) Corp. ("Sky Harvest - Saskatchewan"),  a
private company incorporated under the laws of Canada.

On  September  1, 2009,  the Company  completed  a merger with its  wholly-owned
inactive  subsidiary,  Sky Harvest Windpower Corp., a Nevada corporation,  which
was  incorporated  solely to effect a change in the Company's name. As a result,
the  Company  changed  its name from  Keewatin  Windpower  Corp.  to Sky Harvest
Windpower Corp.

These  consolidated  financial  statements have been prepared on a going concern
basis,  which  implies  the  Company  will  continue  to realize  its assets and
discharge  its  liabilities  in the normal  course of business.  The Company has
never generated revenues since inception and has never paid any dividends and is
unlikely to pay dividends or generate  earnings in the immediate or  foreseeable
future. The continuation of the Company as a going concern is dependent upon the
continued financial support from its shareholders, the ability of the Company to
obtain  necessary  equity  financing  to  continue  operations,  the  successful
exploitation of economically recoverable electricity in its wind power projects,
and the  attainment  of  profitable  operations.  As at February 28,  2011,  the
Company has  accumulated  losses of $2,890,933  since  inception.  These factors
raise  substantial  doubt regarding the Company's ability to continue as a going
concern.  These consolidated financial statements do not include any adjustments
to  the   recoverability  and  classification  of  recorded  asset  amounts  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

Management plans to raise  additional  funds through debt and equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much  capital the  Company  will  attempt to raise and on what  terms.  There is
however  no  assurance  that the  Company  will be able to raise any  additional
capital through any type of offering on terms acceptable to the Company.

2. Significant Accounting Polices

a. Basis of Accounting

The Company's  consolidated  financial statements are prepared using the accrual
method of accounting.  These consolidated statements include the accounts of the
Company  and its  wholly-owned  subsidiaries  Keewatin  Windpower  Inc.  and Sky
Harvest - Saskatchewan.  All significant intercompany  transactions and balances
have been eliminated. The Company has elected a May 31 year-end.

b. Interim Financial Statements

These interim unaudited  consolidated financial statements have been prepared on
the  same  basis  as the  annual  financial  statements  and in the  opinion  of
management,  reflect  all  adjustments,  which  include  only  normal  recurring
adjustments,  necessary  to present  fairly the  Company's  financial  position,
results of  operations  and cash flows for the  periods  shown.  The  results of
operations  for such  periods  are not  necessarily  indicative  of the  results
expected for a full year or for any future period.

c. Cash Equivalents

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

                                       10
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

2. Significant Accounting Polices (continued)

d. Marketable Securities

The Company defines marketable securities as income yielding securities that can
be readily  converted  into cash.  Examples  of  marketable  securities  include
Treasury and agency  obligations,  commercial paper,  corporate notes and bonds,
time deposits with an original maturity greater than 3 months, foreign notes and
certificates of deposit. The Company accounts for investments in debt and equity
instruments  under ASC 320,  Investments - Debt and Equity.  The Company follows
the  guidance  provided  by ASC  320 to  assess  whether  our  investments  with
unrealized loss positions are other than  temporarily  impaired.  Realized gains
and  losses  and  declines  in value  judged  to be  other  than  temporary  are
determined based on the specific identification method and are reported in other
income (expense).  Management determines the appropriate  classification of such
securities at the time of purchase and re-evaluates  such  classification  as of
each balance sheet date.

e. Fair Value Measurements

ASC 820,  Fair Value  Measurements  and  Disclosures,  defines fair value as the
price  that  would be  received  from  selling  an asset or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date. In determining fair value for assets and liabilities  required
or permitted to be recorded at fair value,  the Company  considers the principal
or most  advantageous  market  in  which  it  would  transact  and it  considers
assumptions  that  market  participants  would  use when  pricing  the  asset or
liability.

Fair Value Hierarchy

ASC 820  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.  ASC 820 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.

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, other  receivables,  accounts payable,  amounts due to related parties and
notes payable  approximate  their carrying  values due to the  relatively  short
maturity of these instruments.

                                       11
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

2. Significant Accounting Polices (continued)

f. Equipment

     (i)  Amortization Methods and Rates

          Equipment  is  carried  at  cost.  Depreciation  is  computed  using a
          straight-line   method  over  the   estimated   useful  lives  of  the
          depreciable  property,  which  range  from  3 to 5  years.  Management
          evaluates useful lives regularly in order to determine  recoverability
          taking   into   consideration   current   technological    conditions.
          Maintenance and repairs are charged to expenses as incurred; additions
          and  betterments are  capitalized.  Upon retirement or disposal of any
          item of equipment,  the cost and related  accumulated  depreciation of
          the  disposed  assets is removed,  and any  resulting  gain or loss is
          credited or charged to  operations.  Costs  included in wind equipment
          are under construction and will be amortized over their useful life on
          a straight-line basis once they are put into use.

     (ii) Asset Impairment

          The Company  performs  impairment  tests on its property and equipment
          when  events or  changes in  circumstances  occur  that  indicate  the
          carrying value of an asset may not be  recoverable.  Estimated  future
          cash flows are calculated  using estimated future prices and operating
          and capital costs on an undiscounted basis. When the carrying value of
          the property and equipment  exceeds  estimated  future cash flows, the
          asset is impaired.  An  impairment  loss is recorded to the extent the
          carrying  value exceeds the discounted  value of the estimated  future
          cash flows.

     (iii)Repairs and Maintenance

          Repairs  and  maintenance  costs are  charged to expense as  incurred,
          except when these repairs significantly extend the life of an asset or
          result in an operating improvement. In these instances, the portion of
          these repairs  relating to the  betterment is  capitalized  as part of
          property and equipment.

g. Long Lived Assets

Intangible assets

In  accordance  with ASC 350,  Intangibles  - Goodwill  and Other,  goodwill  is
required to be tested for impairment on an annual basis,  or more  frequently if
certain  indicators  arise,  using  the  guidance  specifically   provided,  and
purchased  intangible  assets  other than  goodwill are required to be amortized
over their useful lives unless there lives are determined to be indefinite.

Management reviews intangible assets at least annually,  and on an interim basis
when conditions  require,  evaluates events or changes in circumstances that may
indicate impairment in the carrying amount of such assets. An impairment loss is
recognized  in the  statement of operations in the period that the related asset
is deemed to be impaired.

In accordance  with ASC 360,  Property,  Plant and Equipment,  the Company tests
long-lived assets or asset groups for  recoverability  when events or changes in
circumstances  indicate  that  their  carrying  amount  may not be  recoverable.
Circumstances  which  could  trigger a review  include,  but are not limited to:
significant  decreases  in the market  price of the asset;  significant  adverse
changes  in the  business  climate  or  legal  factors;  accumulation  of  costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing  losses associated with the
use of the asset;  and current  expectation that the asset will more likely than
not be sold or disposed  significantly  before the end of its  estimated  useful
life.

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

                                       12
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

2. Significant Accounting Polices (continued)

h. Income Taxes

Income taxes are provided in accordance  with ASC 740,  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 subsidiaries 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

The Company  computes net income  (loss) per share in  accordance  with ASC 260,
Earnings  per  Share.  ASC  260  specifies  the  computation,  presentation  and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock.  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.

k. Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make certain  estimates and assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and  liabilities at the date of the  consolidated  financial  statements and the
reported  amounts of revenue and expenses during the periods  presented.  Actual
results could differ from those estimates.

Significant  estimates made by management  are, among others,  realizability  of
long-lived assets, deferred taxes and stock option valuation. Management reviews
its  estimates on a quarterly  basis and,  where  necessary,  makes  adjustments
prospectively.

l. Stock-Based Compensation

The  Company  records  stock-based  compensation  in  accordance  with  ASC 718,
Compensation - Stock Based Compensation,  and ASC 505-50,  Equity Based Payments
to Non-Employees,  using the fair value method.  All transactions in which goods
or  services  are  the  consideration   received  for  the  issuance  of  equity
instruments  are  accounted  for  based on the fair  value of the  consideration
received or the fair value of the equity  instrument  issued,  whichever is more
reliably measurable.  Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.

                                       13
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

2. Significant Accounting Polices (continued)

m. Website Development Costs

The Company  capitalizes  website  development costs in accordance with ASC 350,
Intangibles  - Goodwill  and Other,  whereby  costs  related to the  preliminary
project stage of development  are expensed and costs related to the  application
development  stage  are  capitalized.  Any  additional  costs for  upgrades  and
enhancements  which  result in  additional  functionality  will be  capitalized.
Capitalized  costs will be amortized based on their  estimated  useful life over
three years.  Internal costs related to the  development of website  content are
charged to operations as incurred.

n. Comprehensive Income

ASC 220,  Comprehensive  Income,  establishes  standards  for the  reporting and
display of comprehensive income and its components in the consolidated financial
statements.  As at  February  28,  2011 and May 31,  2010,  the  Company`s  only
component  of  comprehensive  income  (loss) was  foreign  currency  translation
adjustments.

3. Recent Accounting Pronouncements

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

4. Property and equipment

                                                      February 28,     May 31,
                                                         2011           2010
                                      Accumulated    Net Carrying   Net Carrying
                            Cost      Depreciation       Value          Value
                            ----      ------------       -----          -----
                             $             $               $              $

Computer equipment          6,213        (5,322)           891          1,141
Asset under construction   70,243            --         70,243         65,391
Wind tower equipment       22,116       (21,006)         1,110          4,429
                          -------       -------        -------        -------
                           98,572       (26,328)        72,244         70,961
                          =======       =======        =======        =======

5. Intangible Assets

                                                      February 28,     May 31,
                                                         2011           2010
                                      Accumulated    Net Carrying   Net Carrying
                            Cost      Depreciation       Value          Value
                            ----      ------------       -----          -----
                             $             $               $              $

Website development         2,442        (2,442)             --             --
Wind farm assets        2,551,440            --       2,551,440      2,551,440
                       ----------       -------      ----------     ----------
                        2,553,882        (2,442)      2,551,440      2,551,440
                       ==========       =======      ==========     ==========

                                       14
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

6. Short-term Investments

     a)   On July 28, 2010,  the Company  purchased a term deposit in the amount
          of CDN $11,500,  bearing floating interest rate of 0.50%,  maturing on
          September 1, 2010. During the nine months ended February 28, 2011, the
          Company redeemed the short term deposit.
     b)   On October  30,  2009,  the Company  purchased  a term  deposit in the
          amount of CDN $12,334,  bearing  floating  interest rate of prime rate
          less 1.85%, maturing on October 29, 2010. During the nine months ended
          February 28, 2011, the Company redeemed the short term deposit.

7. Note Payable

During the nine months ended February 28, 2011, the Company  received an advance
from a  third  party  in  the  amount  of  $50,000.  The  amount  is  unsecured,
non-interest bearing and due on demand.

8. Preferred Stock

On July 11, 2009, the Company entered into a voting and exchange trust agreement
among its  subsidiary,  Keewatin  Wind Power Corp.,  and Valiant  Trust  Company
(Valiant  Trust) whereby the Company issued and deposited with Valiant Trust one
special  preferred  voting share of the Company in order to enable Valiant Trust
to execute  certain voting and exchange  rights as trustee from time to time for
and on behalf of the registered holders of the preferred shares of Keewatin Wind
Power Corp.  Each preferred  share of Keewatin Wind Power Corp. is  exchangeable
into  one  share  of  common  stock  of  the  Company  at  the  election  of the
shareholder, or, in certain circumstances, of the Company.

As of February 28, 2011,  the Company had issued  885,000 shares of common stock
to holders of 885,000 shares of exchangeable  preferred shares of its subsidiary
Keewatin Wind Power Corp., pursuant to them exercising their exchange rights. As
of February 28, 2011, there were 15,515,016 outstanding exchangeable shares (May
31, 2010 - 15,515,016 shares).

As the  exchangeable  shares have already been recognized in connection with the
acquisition of Sky Harvest - Saskatchewan, the value ascribed to these shares on
exchange is $Nil.

9. Related Party Transactions

     a)   During the nine months ended February 28, 2011,  the Company  incurred
          $30,903 (2010 - $87,565) for management  services provided by a former
          director and a principal  shareholder  of the Company.  As at February
          28, 2011, the Company has recognized  prepaid  management fees of $nil
          (May 31,  2010 - $4,791)  and the former  director  is indebted to the
          Company  for  $15,866,  which  is  included  in other  receivables  at
          February 28, 2011. As at May 31, 2010, the former director is indebted
          to the Company for $10,650.
     b)   During the nine months ended February 28, 2011,  the Company  incurred
          $47,092  (2010 - $46,131) to a company  controlled  by a director  and
          principal  shareholder of the Company for management  services.  As at
          February  28,  2011,  the Company is indebted to that  company and the
          Company's  director  for  $61,313  (May  31,  2010 -  $109),  which is
          non-interest bearing, unsecured and due on demand.
     c)   On June 18, 2010,  the Company  entered into a loan  agreement  with a
          shareholder for $27,000 which is payable within three months a written
          demand is received  from the note holder.  The amount is unsecured and
          bears  interest at 15% per annum.  As at February  28,  2011,  accrued
          interest of $2,829 was recorded. During the nine months ended February
          28, 2011, the Company received an advance of $31,911 (CDN$31,000) from
          the same shareholder.  The amount is unsecured,  non-interest  bearing
          and has no terms of repayment.

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

                                       15
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

10. Stock Based Compensation

On September 11, 2009, the Company's  board of directors  adopted the 2009 Stock
Option Plan (the "Plan")  which  provides  for the granting of stock  options to
acquire up to  2,900,000  common  shares of the Company to  eligible  employees,
officers,  directors and  consultants of the Company.  At February 28, 2011, the
Company had  1,650,000  shares of common stock  available to be issued under the
Plan.

On  September  11, 2009,  pursuant to the Plan,  the Company  granted  1,000,000
options with immediate vesting to directors,  officers, and employees to acquire
1,000,000 common shares at an exercise price of $0.51 per share  exercisable for
5 years  and  recorded  stock-based  compensation  for  the  vested  options  of
$493,939, as general and administrative expense.

On September 11, 2009, pursuant to the Plan, the Company granted 250,000 options
to  consultants  to acquire  250,000 common shares at an exercise price of $0.51
per share exercisable for 5 years. The options granted vest at the rate of 12.5%
every  90 days  from  the  date of  grant.  The  Company  recorded  stock  based
compensation of $82,070, as general and administrative expense.

The fair value for stock  options  vested  during the nine  month  period  ended
February  28,  2011was  estimated  at the vesting  date using the  Black-Scholes
option-pricing model and the weighted average fair value of stock options vested
was $0.39 per share.

The weighted average assumptions used are as follows:

                                                       Nine months
                                                          Ended
                                                     February 28, 2011
                                                     -----------------

Expected dividend yield                                       0%
Risk-free interest rate                                    1.87%
Expected volatility                                         371%
Expected option life (in years)                            4.00

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

                                                                       Weighted
                                              Weighted                  Average
                                              Average     Remaining    Aggregate
                                 Number of    Exercise   Contractual   Intrinsic
                                  Options      Price     Term (years)    Value
                                  -------      -----     ------------    -----
                                                 $                         $

Outstanding: May 31, 2010        1,250,000      0.51
  Granted                               --        --
  Expired                         (333,333)     0.51
                                 ---------      ----

Outstanding: February 28, 2011     916,667      0.51        3.54           --
                                 =========      ====        ====         ====

Exercisable: February 28, 2011     822,917      0.51        3.54           --
                                 =========      ====        ====         ====

                                       16
<PAGE>
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Unaudited Interim Consolidated Financial Statements
February 28, 2011
(Expressed in US Dollars)

10. Stock Based Compensation (continued)

A summary of the status of the Company's non-vested stock options as of February
28, 2011,  and changes  during the year ended  February  28, 2011,  is presented
below:

                                                                Weighted Average
                                                 Number of         Grant Date
Non-vested options                                options          Fair Value
------------------                                -------          ----------
                                                                       $

Non-vested at May 31, 2010                        187,500             0.55

Granted                                                --               --
Forfeited/Cancelled                                    --               --
Vested                                            (93,750)            0.39
                                                 --------             ----

Non-vested at February 28, 2011                    93,750             0.11
                                                 ========             ====

At  February  28,  2011,  there was $1,599 of  unrecognized  compensation  costs
related to non-vested  share-based  compensation  arrangements granted under the
Plan,  which is expected to be recognized over a weighted average period of 0.53
years.

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,  2011,  the fair value of the 15,000
shares issuable was $6,750 and is included in common stock subscribed.

12. Subsequent Events

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

     a)   On March 10, 2011, the Company  adopted a stock option plan (the "2011
          Stock  Option  Plan") under which the Company is  authorized  to grant
          stock options to acquire up to 5,000,000  shares of common  stock.  On
          March 10, 2011, the Company granted  1,525,000 stock options under the
          2011 Stock  Option Plan,  exercisable  at $0.10 per share on or before
          March 10, 2016.
     b)   The Company is proposing a private placement  financing  consisting of
          the sale of up to  2,000,000  shares of its common stock at a price of
          $0.25 per share for gross  proceeds of $500,000.  The Company has also
          agreed to issue  40,000  shares of common  stock as a finder's  fee in
          connection with the financing.

                                       17
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

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

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

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

CORPORATE OVERVIEW

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

RECENT CORPORATE DEVELOPMENTS

On  September 1, 2010,  we appointed  William Iny as our  President,  CEO,  CFO,
Secretary  and  Treasurer in place of Chris  Craddock,  who resigned  from these
positions  on the same  date.  Mr.  Craddock  also  resigned  as a  director  on
September 1, 2010.  Mr. Iny also replaced Mr.  Craddock as the sole director and
officer of our subsidiaries on the same date.

On March 10, 2011,  we  announced  the adoption of the 2011 stock option plan. A
total of 5,000,000  shares of common stock are available for issuance  under the
2011 stock  option plan.  Concurrent  with the adoption of the 2011 Stock Option
Plan, we granted  incentive stock options on an aggregate of 1,525,000 shares of
our common  stock to our  current  director  and  officer,  as well as  eligible
consultants.  These stock options are  exercisable at a price of $0.10 per share
for a period of five years.

On April 4, 2011, we announced that we are proceeding  with a private  placement
consisting  of the sale of up to  2,000,000  shares of our common stock at $0.25
each for  aggregate  proceeds of  $500,000.  We have also agreed to issue 40,000
shares of common stock as a finder's fee in connection  with the  financing.  We

                                       18
<PAGE>
intend to use the proceeds from the private placement for pre-development  costs
in  connection  with our proposed  wind power  development  projects  located in
Saskatchewan, Canada, as well as for general working capital.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction
with our unaudited  interim  consolidated  financial  statements  for the fiscal
quarter ended February 28, 2011, which are included herein.

                                       Three months ended February 28,
                                 2011        2010           Increase/(Decrease)
                               --------    --------         -------------------
                                   $           $             $            %

Revenue                               0           0             0        N/A
Expenses                         74,712     204,935      (130,223)     (63.5%)
Foreign exchange (gain) loss    (37,031)     (1,370)      (35,661)       N/A
Interest income                       0        (170)          170        N/A
                               --------    --------      --------     ------
Net Loss                         37,681     203,395      (165,714)     (83.1%)
                               ========    ========      ========     ======

                                       Nine months ended February 28,
                                 2011        2010           Increase/(Decrease)
                               --------    --------         -------------------
                                   $           $             $            %

Revenue                               0            0               0      N/A
Expenses                        284,768    1,417,949      (1,133,181)   (79.9%)
Foreign exchange (gain) loss    (47,074)     (30,908)        (16,166)     N/A
Interest income                     (24)      (1,994)          1,970      N/A
                               --------    ---------      ----------    -----
Net Loss                        237,670    1,385,047      (1,147,377)   (82.8%)
                               ========    =========      ==========    =====

REVENUES

We  recorded a net  operating  loss of  $74,712  for the  fiscal  quarter  ended
February 28, 2011 and have an accumulated deficit of $2,971,182 since inception.
We have had no  operating  revenues  since our  inception  on February  25, 2005
through to the fiscal  quarter ended  February 28, 2011.  We anticipate  that we
will not generate any revenues while we are a development stage company.

EXPENSES

Our expenses for the three and nine months ended  February 28, 2011 and 2010 are
outlined below:

                                       Three months ended February 28,
                                 2011        2010           Increase/(Decrease)
                               --------    --------         -------------------
                                   $           $             $            %

Consulting fees                   3,234      10,131          (6,897)    (68.1%)
Engineering and development      21,598      43,376         (21,778)    (50.2%)
Management fees                  15,924      79,353         (63,429)    (79.9%)
Professional fees                10,639      13,456          (2,817)    (20.9%)
General and administrative       23,317      58,619         (35,302)    (60.2%)
                               --------    --------        --------    ------
Net Operating Loss               74,712     204,935        (130,223)    (63.5%)
                               ========    ========        ========    ======

                                       19
<PAGE>
                                       Nine months ended February 28,
                                 2011        2010           Increase/(Decrease)
                               --------    --------         -------------------
                                   $           $             $            %

Consulting fees                  49,311      52,348          (3,037)     (5.8%)
Engineering and development      61,612     179,764        (118,152)    (65.7%)
Management fees                  77,994     172,905         (94,911)    (54.9%)
Professional fees                42,048     121,015         (78,967)    (65.3%)
General and administrative       53,803     649,416        (595,613)    (91.7%)
Acquired development costs           --     242,501        (242,501)   (100.0%)
                               --------   ---------      ----------     -----
Net Operating Loss              284,768   1,417,949      (1,133,181)    (79.9%)
                               ========   =========      ==========     =====

Consulting expenses decreased by $6,897 in the three month period ended February
28, 2011  compared to the three month  period ended  February  28, 2010,  and by
$3,037 in the nine month  period ended  February  28, 2011  compared to the nine
month period ended February 28, 2010.  These  decreases  primarily  related to a
reduction in fees paid for investor relations services.

Engineering  and  development  expenses  decreased by $21,778 in the three month
period ended February 28, 2011 compared to the three month period ended February
28,  2010,  and by $118,152 in the nine month  period  ended  February  28, 2011
compared to the nine month period ended  February 28, 2010.  This  decrease is a
result of reduced development work on our wind power projects.

Management  fees  decreased by $63,429 in the three month period ended  February
28, 2011  compared to the three month  period ended  February  28, 2010,  and by
$94,911 in the nine month  period ended  February 28, 2011  compared to the nine
month period ended February 28, 2010.  These  decreases in management fees are a
result of termination of our management contract with Chris Craddock, who ceased
providing us with  management  services on  September 1, 2010.  Since that date,
William Iny, our president and sole  director,  has provided us with  management
services for remuneration of $5,000 per month.

Professional fees, consisting primarily of legal and accounting costs, decreased
by $2,817 in the three month  period  ended  February  28, 2011  compared to the
three month  period ended  February  28, 2010,  and by $78,967 in the nine month
period ended  February 28, 2011 compared to the nine month period ended February
28, 2010. These decreases are due to the fact that we incurred higher than usual
professional  fees in fiscal  2010 in  connection  with our  acquisition  of Sky
Harvest - Saskatchewan and the creation of a stock option plan.

General  and  administrative  expenses  decreased  by $35,302 in the three month
period ended February 28, 2011 compared to the three month period ended February
28,  2010,  and by $595,613 in the nine month  period  ended  February  28, 2011
compared to the nine month period ended  February 28, 2010. The decrease in this
category of expenses  resulted  chiefly from an  adjustment to the fair value of
unvested options awarded under the Company's 2009 Stock Option plan.

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

FOREIGN EXCHANGE (GAIN) LOSS

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

                                       20
<PAGE>
INTEREST INCOME

We did not generate  interest in the three month period ended Feburary 28, 2011.
The Company has redeemed funds previously held in term deposits in order to fund
development of its wind power projects and continued corporate operations.

LIQUIDITY AND CAPITAL RESOURCES

Our financial  condition as at February 28, 2011,  and May 31, 2010,  our fiscal
year end, and the changes for on those dates are summarized as follows:

WORKING CAPITAL

                            February 28,       May 31,
                               2011             2010        Increase/Decrease
                             --------         --------     -------------------
                                $                $            $            %

Current Assets                 54,646           75,343     (20,697)     (27.5%)
Current Liabilities           385,624           98,116     287,508        293%
                             --------         --------    --------      -----
Working Capital              (330,978)         (22,773)   (308,205)       N/A
                             ========         ========    ========      =====

The decrease in our working capital  position of $308,205 from May 31, 2010, the
date of our most  recently  fiscal year end, to February 28, 2011 was  primarily
due to a decrease  in prepaid  expenses  and amounts  due from  related  parties
coupled with increases in accounts  payable,  amounts due to related parties and
notes  payable in connection  with loans we have received  since our fiscal year
end.

CASH FLOWS

<TABLE>
<CAPTION>
                                                                  Nine months ended February 28,
                                                            2011         2010       Increase/(Decrease)
                                                          --------     --------     -------------------
                                                              $           $             $           %
<S>                                                       <C>         <C>          <C>          <C>
Cash Flows from (used in) Operating Activities             (65,027)    (589,635)    (524,608)      N/A
Cash Flows provided by (used in) Investing Activities       22,840      667,576     (644,736)    (96.6%)
Cash Flows provided by Financing Activities                111,741           --      111,741       N/A
Effect of exchange rate changes on cash                    (56,912)     (30,898)      26,014       N/A
                                                          --------     --------     --------     -----
Net increase (decrease) in cash during period               12,642       47,043       34,401     (73.1%)
                                                          ========     ========     ========     =====
</TABLE>

During the nine months ended  February  28, 2011,  we used net cash in operating
activities in the amount of $65,027.  This cash outflow  primarily  consisted of
payments for general and administrative  expenses, audit fees, and wind property
lease payments.

The  $22,840 in cash flows  provided  by  investing  activities  during the nine
months  ended  February  28, 2011  represents  funds we  received  by  redeeming
short-term investments in the form of term deposits.

The  $111,741 in cash flows  provided by  financing  activities  during the nine
months  ended  February 28, 2011  represents  third party loans that we received
during the period.

                                       21
<PAGE>
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:

                                                                     Weighted
                                                                     Average
                                                Number of            Exercise
                                                 Options              Price
                                                 -------              -----
                                                                        $

Balance as at May 31, 2010                      1,250,000              0.51
  Granted                                              --                --
  Cancelled                                            --                --
  Expired                                        (333,333)             0.51
  Exercised                                            --                --
                                               ----------              ----
Balance, as at November 20, 2010                  916,667              0.51
                                               ==========              ====

FUTURE FINANCINGS

We recorded a net  operating  loss of $237,670  for the nine month  period ended
February 28, 2011 and have an accumulated deficit of $2,971,182 since inception.
As of February 28, 2011 we had cash and cash  equivalents  totaling $12,876 (May
31, 2010 - $234).

As of the date of this report,  management  anticipates  that we will require at
least  $350,000 to fund our corporate  operations and proposed  exploration  and
development   program  for  the  next  12  months.  As  well,  we  will  require
approximately   an  additional   $400,000  to  cover  our  current   outstanding
liabilities.  Accordingly,  we do not have sufficient  funds to meet our planned
expenditures  over the next 12 months.  In  addition,  we will  require  further
financing in order to fund our anticipated  expenses for the construction of the
proposed wind turbine project.

We have begun sourcing  additional debt or equity financing to cover the balance
of the  anticipated  costs for the next 12 months.  During the nine month period
ended  November  30,  2010,  we received  $111,741 in loans from third  parties.
Subsequent  to the quarter  ended  February 28, 2011,  we announced  that we are
proceeding with a private  placement  financing  whereby we intend to sell up to
2,000,000  shares of our  common  stock at a price of $0.25  each for  aggregate
proceeds of $500,000.  However,  there is no assurance that we will successfully
complete this financing.

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

We  anticipate  continuing to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares will
result  in  dilution  to our  existing  shareholders.  We may also seek to raise
additional  cash by the  issuance  of debt  instruments.  As of the date of this

                                       22
<PAGE>
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.

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  approximately  $250,000  on
administrative  costs,  including  management  fees  payable  to our  President,
professional  fees and general  business  expenses,  including  costs related to
complying with our filing obligations as a reporting company.  As our operations
become more complex,  it is anticipated that these costs will increase.  We also
expect incur a further  $100,000 in  pre-development  costs  related to our wind
power projects.

As of the date of this report,  we do not have  sufficient  cash on hand to fund
these expenditures. We will need to raise additional debt or equity financing in
order to cover remaining business costs.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

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

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

BECAUSE OUR  CONTINUATION  AS A GOING CONCERN IS IN DOUBT,  WE WILL BE FORCED TO
CEASE BUSINESS  OPERATIONS UNLESS WE CAN GENERATE  PROFITABLE  OPERATIONS IN THE
FUTURE.

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

IF WE ARE NOT ABLE TO OBTAIN AN INTEREST IN A SUITABLE PROPERTY WITH A POTENTIAL
WIND RESOURCE, OUR BUSINESS WILL FAIL.

Third parties own the lands on which we will seek to construct wind projects. We
have entered into land lease agreements covering approximately 15,520 acres that
relate to our primary  project,  which is located in southwestern  Saskatchewan,
which we refer to as the Sky Harvest Project. These agreements allow us to erect
wind   turbines   and  install   ancillary   equipment,   subject,   in  certain
circumstances,  to the payment of lease  payments prior to  construction  of the
project. Even though we own leasehold interests in these properties,  we may not

                                       23
<PAGE>
be able to obtain the financing  necessary to complete lease obligations.  If we
are unable to maintain our property interests, our business will fail.

We will need to enter into land leases or other appropriate  agreements in order
to erect wind turbines and install  ancillary  equipment on the Keewatin Project
and Matador Project sites, which are also located in southwestern  Saskatchewan.
We  have  entered  into  agreements  to  operate  meteorological  towers  on the
properties   comprising  the  Keewatin  and  Matador  Projects  in  southwestern
Saskatchewan.  However,  we do not yet have an arrangement  whereby we may erect
turbines on the properties.

FUTURE  CHANGES IN  WEATHER  PATTERNS  COULD  NEGATIVELY  IMPACT  OUR  BUSINESS,
REDUCING POTENTIAL PROFITABILITY OR CAUSING OUR BUSINESS TO FAIL.

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

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

OUR ABILITY TO ERECT TURBINES ON A PROPERTY IN  SASKATCHEWAN  WILL BE CONTINGENT
UPON IT OBTAINING  ENVIRONMENTAL  AND MUNICIPAL  PERMITS.  IF IT CANNOT  ACQUIRE
THESE PERMITS, OUR BUSINESS WILL FAIL.

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

IF WE CANNOT REACH AN AGREEMENT WITH A JOINT VENTURE  DEVELOPER AND OPERATOR OUR
BUSINESS WILL FAIL.

As presently  constituted,  we do not have the skills and expertise necessary to
build and operate a wind farm.  Our  management  has never been  involved in the
construction  or  operation  of a wind  power  project  and  does  not  have any
technical background in the sector.

IF WE CANNOT FIND A JOINT VENTURE PARTNER FOR OUR PROJECTS OR A PARTY WHICH WILL
PURCHASE OUR ELECTRICITY ON ACCEPTABLE TERMS, WE WILL NOT BE ABLE TO ESTABLISH A
WIND POWER PROJECT AND OUR BUSINESS WILL FAIL.

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

BECAUSE ALL OF OUR ASSETS, AND OUR DIRECTORS AND OFFICERS ARE LOCATED IN CANADA,
U.S. RESIDENTS' ENFORCEMENT OF LEGAL PROCESS MAY BE DIFFICULT.

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

                                       24
<PAGE>
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.

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

                                       25
<PAGE>
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these rules, the  broker-dealer  must make a special written  determination
that the penny stock is a suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in, and limit the marketability of, our common stock.

FINRA SALES PRACTICE  REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. 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 February 28, 2011,  which is the end of the period covered by this
report.  This evaluation was carried out by our principal  executive officer and
principal financial officer.  Based on this evaluation,  our principal executive
officer  and  principal  financial  officer  has  concluded  that the design and
operation of our disclosure controls and procedures were effective as at the end
of the period covered by this report.

Based on his evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our internal controls over financial reporting were not effective
as of February 28, 2011 and were subject to material weakness.

A material  weakness is a  deficiency,  or a  combination  of  deficiencies,  in
internal  control  over  financial  reporting,  such that there is a  reasonable
possibility  that a material  misstatement  of the  company's  annual or interim
financial  statements  will not be prevented or detected on a timely  basis.  We
have identified the following  material  weaknesses in our internal control over
financial reporting using the criteria established in the COSO, namely,  failing
to have a director  that  qualifies as an audit  committee  financial  expert as
defined in Item 407(d)(5)(ii) of Regulation S-K.

In addition,  we currently only have one member of management,  William Iny, who
also  acts as our sole  director.  Accordingly,  we do not have any  independent
directors or committee  members  that can evaluate  management's  conduct or the
operation of our business affairs.  As well, there is no independent  monitoring
or controls related to our financial transactions.

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

                                       26
<PAGE>
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.

During the three months  ended  February  28,  2011,  our internal  control over
financial reporting was not subject to any changes.

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The  Company is not a party to any  material  legal  proceedings  that have been
commenced or are pending.

ITEM 1A. RISK FACTORS.

Not applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. Removed and Reserved

ITEM 5. OTHER INFORMATION.

None

                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             Filed
                                                          Exhibit                                          with this
            Description                                     No.            Form         Filing date        Form 10-Q
            -----------                                     ---            ----         -----------        ---------
<S>                                                      <C>              <C>           <C>               <C>
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        4.1         10-QSB        January 14, 2008
Placement

MATERIAL    CONTRACTS--MANAGEMENT    CONTRACTS    AND
COMPENSATORY PLANS
Management Agreement between Keewatin Windpower Corp.       10.1           SB-2        July 14, 2005
and  Christopher  Craddock,  dated March 1, 2005

MATERIAL CONTRACTS--FINANCING AGREEMENTS
Form of  Subscription  Agreement  for July  13,  2007       10.2         10-QSB        January 14, 2008
Private  Placement  for US  Subscribers
Form of  Subscription  Agreement  for July  13,  2007       10.3         10-QSB        January 14, 2008
Private Placement for Non-US  Subscribers

MATERIAL CONTRACTS--OTHER
Consent to  Entry/Right of Access  Agreement  between       10.4           SB-2        September 29, 2005
Keewatin  Windpower  Corp.  and Edward and  Charlotte
Bothner,  dated  August 23, 2005
Letter of Intent between Keewatin Windpower Corp. and       10.5         10-QSB        January 14, 2008
Sky Harvest Windpower Corp. dated March 27, 2007
Loan Agreement  between Sky Harvest  Windpower  Corp.       10.6         10-QSB        January 14, 2009
and Keewatin  Windpower  Corp.  dated  September  23,
2008
Promissory Note of Sky Harvest  Windpower Corp. dated       10.7         10-QSB        January 14, 2009
September 23, 2008
Financial  Communications  and  Strategic  Consulting       10.8            8-K        March 3, 2009
Agreement with Aspire Clean Tech Communications, Inc.
dated February 23, 2009
Promissory Note of Sky Harvest  Windpower Corp. dated       10.9           10-Q        February 28, 2009
September 23, 2008
Loan Agreement  between Sky Harvest  Windpower  Corp.       10.10          10-Q        February 28, 2009
and Keewatin  Windpower Corp.  dated January 28, 2009
Share exchange  agreement between Keewatin  Windpower       10.11           8-K        July 10, 2009
Corp. and Sky Harvest  Windpower Corp.  dated May 11,
2009
Exchangeable share support agreement between Keewatin       10.12           8-K        July 10, 2009
Windpower Corp. and Keewatin Windpower Inc. dated May
11, 2009
Voting and exchange trust agreement  between Keewatin       10.13           8-K        July 10, 2009
Windpower Corp.,  Keewatin Windpower Inc. and Valiant
Trust  Company  dated May 11, 2009
</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>           <C>               <C>
Articles of Merger filed between  Keewatin  Windpower       10.14           8-K        September 17, 2009
Corp. and Sky Harvest Windpower Corp. filed September
1, 2009
Adoption of 2009 Stock  Option  Plan dated  September       10.15           8-K        September 23, 2009
11, 2009

CODE OF ETHICS
Code of Ethics                                              14.1           10-K        August 31, 2009

Certification   Statement  of  the  Chief   Executive       31.1                                               *
Officer  and  Chief  Financial  Officer  pursuant  to
Section 302 of the Sarbanes- Oxley Act of 2002

Certification   Statement  of  the  Chief   Executive       32.1                                               *
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
</TABLE>

                                       29
<PAGE>
                                   SIGNATURES

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

SKYHARVEST WINDPOWER CORP.


/s/ William Iny
---------------------------------------------------
William Iny
Chief Executive Officer and Chief Financial Officer
Principal Executive Officer, Principal Accounting
Officer and Principal Financial Officer
Date: April 14, 2011

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


/s/ William Iny
---------------------------------------------------
William Iny
Chief Executive Officer, Chief Financial Officer,
President, Treasurer, Secretary, and Director,
Principal Executive Officer, Principal Accounting
Officer and Principal Financial Officer
Date: April 14, 2011

                                       30