---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q /A
  Amendment Number 1

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

For the quarterly period ended November 30, 2009

or

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

For the transition period
from            
to

Commission file number: 000-52410

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

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

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

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

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

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

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

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

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

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

i

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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

29,732,016 common shares of $0.001 par value as of January 8,
2010 (including 15,515,016 shares of common stock reserved for issuance in
exchange for certain outstanding exchangeable securities of the registrant)

ii

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Explanatory Note

We are amending our Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2009 (the “Form 10-Q”), as originally filed with the Securities and Exchange Commission on January 14, 2010, regarding certain disclosures which appeared therein.

We are amending certain typographical errors on the cover sheet to the Quarterly Report, in Part 1 Financial Information, Item 1 Financial Statements (unaudited) and Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

iii

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INDEX

|PART I     | FINANCIAL INFORMATION                                                                                                                        | Page
|---------- | -------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                              |     
|Item 1.    | Financial Statements (unaudited)                                                                                                             |     
|           |                                                                                                                                              |     
|           | CONSOLIDATED BALANCE SHEETS as of November 30, 2009 and May
      31, 2009                                                                   |     
|           |                                                                                                                                              |     
|           | CONSOLIDATED STATEMENTS OF OPERATIONS for the Three and Six
      Months Ended November 30, 2009 and 2008 and for the period since inception |     
|           |                                                                                                                                              |     
|           | CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY for
      the period since inception                                                         |     
|           |                                                                                                                                              |     
|           | CONSOLIDATED STATEMENTS OF CASH FLOWS for the Six Months
      Ended November 30, 2009 and 2008                                              |     
|           |                                                                                                                                              |     
|           | NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS                                                                                 |     
|           |                                                                                                                                              |     
|Item 2.    | Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                                  |     
|           |                                                                                                                                              |     
|Item 3     | Quantitative and Qualitative Disclosures About Market Risk                                                                                   |     
|           |                                                                                                                                              |     
|Item 4T.   | Controls and Procedures                                                                                                                      |     
|           |                                                                                                                                              |     
|PART II    | OTHER INFORMATION                                                                                                                            |     
|           |                                                                                                                                              |     
|Item 1.    | Legal Proceedings                                                                                                                            |     
|           |                                                                                                                                              |     
|Item 1A.   | Risk Factors                                                                                                                                 |     
|           |                                                                                                                                              |     
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                  |     
|           |                                                                                                                                              |     
|Item 3.    | Defaults Upon Senior Securities.                                                                                                             |     
|           |                                                                                                                                              |     
|Item 4.    | Submission of Matters to a Vote of Security Holders.                                                                                         |     
|           |                                                                                                                                              |     
|Item 5.    | Other Information.                                                                                                                           |     
|           |                                                                                                                                              |     
|Item 6.    | Exhibits                                                                                                                                     |     
|           |                                                                                                                                              |     
|SIGNATURES |                                                                                                                                             

1

---

PART IFINANCIAL INFORMATION

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company)

November 30, 2009



|Consolidated
      Balance Sheets as of November 30 and May 31, 2009                                                                                 | F1
|---------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                                     |    
|Consolidated
      Statements of Operations for the three and six months ending November 30,
      2009 and 2008, and for the period since inception | F2
|                                                                                                                                                     |    
|Consolidated
      Statement of Stockholders Equity for the period since inception                                                                  | F3
|                                                                                                                                                     |    
|Consolidated
      Statements of Cash Flows for the six months ending November 30, 2009 and
      2008, and for the period since inception           | F7
|                                                                                                                                                     |    
|Notes
      to the Unaudited Interim Consolidated Financial Statements                                                                               | F8

2

---

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

|                                                       |  | November 30, |   |  | May 31,    |  
|------------------------------------------------------ |  | ------------ | - |  | ---------- | -
|                                                       |  | 2009         |   |  | 2009       |  
|                                                       |  | $            |   |  | $          |  
|ASSETS                                                 |  |              |   |  |            |  
|Current Assets                                         |  |              |   |  |            |  
|Cash and cash
      equivalents                        |  | 24,169       |   |  | 36,589     |  
|Short term investment (Note 8)                         |  | 223,805      |   |  | 658,373    |  
|Prepaid expenses                                       |  | 49,461       |   |  | 9,915      |  
|Note receivable (Note 7)                               |  |             |   |  | 280,000    |  
|Total Current Assets                                   |  | 297,435      |   |  | 984,877    |  
|Property and equipment, net (Note 5)                   |  | 72,712       |   |  | 8,851      |  
|Intangible asset (Note 6)                              |  | 2,551,752    |   |  |           |  
|Total Assets                                           |  | 2,921,899    |   |  | 993,728    |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |              |   |  |            |  
|Liabilities                                            |  |              |   |  |            |  
|Accounts payable                                       |  | 8,379        |   |  | 1,045      |  
|Accrued liabilities                                    |  | 2,936        |   |  | 6,030      |  
|Total Liabilities                                      |  | 11,315       |   |  | 7,075      |  
|Stockholders Equity                                   |  |              |   |  |            |  
|Preferred Stock: (Note 9)                              |  |              |   |  |            |  
|Authorized: 10,000,000
      shares, $0.001 par value  |  |              |   |  |            |  
|Issued
      and outstanding: 1 share                  |  |              |   |  |            |  
|(May 31, 2009  None)                                  |  |             |   |  |           |  
|Common Stock:                                          |  |              |   |  |            |  
|Authorized: 100,000,000
      shares, $0.001 par value |  |              |   |  |            |  
|Issued
      and outstanding: 29,732,016 shares        |  |              |   |  |            |  
|(May 31, 2009 
      12,391,500 shares)               |  | 29,732       |   |  | 12,391     |  
|Additional paid-in capital                             |  | 5,183,722    |   |  | 2,071,366  |  
|Common stock subscribed (Note 12)                      |  | 6,750        |   |  | 6,750      |  
|Accumulated other comprehensive loss                   |  | (24,114      | ) |  |           |  
|Deficit
      accumulated during the development stage |  | (2,285,506   | ) |  | (1,103,854 | )
|Total Stockholders Equity                             |  | 2,910,584    |   |  | 986,653    |  
|Total Liabilities
      and Stockholders Equity       |  | 2,921,899    |   |  | 993,728    |  
|Continuing operations (Note 1)                         |  |              |   |  |            |  
|Commitments and contingencies (Note 12)                |  |              |   |  |            |  
|Subsequent Events (Note 13)                            |  |              |   |  |            |  

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

F-1

---

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

Accumulated from
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    For theFebruary 25, 2005
    
    
    Three months
    
    
    Three months
    
    
    Six months
    
    
    Six months(Date of Inception)
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    EndedTo November 30,
    
    
    November 30,
    
    
    November 30,
    
    
    November 30,
    
    
    November 30,2009
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $
    
    
    $
    
    
    $ExpensesConsulting fees
    
      261,973
    
    
    12,662
    
    
    24,171
    
    
    42,217
    
    
    60,304Engineering and development
    
      255,110
    
    
    37,410
    
    
    
    
    
    136,388
    
    
    Management fees (Note 9(a),(b) and (c))
    
      430,745
    
    
    59,113
    
    
    22,875
    
    
    93,552
    
    
    45,750Professional fees
    
      289,601
    
    
    40,312
    
    
    22,078
    
    
    107,559
    
    
    38,593General and administrative
    
      924,283
    
    
    568,898
    
    
    9,318
    
    
    590,797
    
    
    12,650Acquired development costs
    
      242,501
    
    
    
    
    
    
    
    
    242,501
    
    
    Operating loss
    
      2,404,213
    
    
    718,395
    
    
    78,442
    
    
    1,213,014
    
    
    157,297Other IncomeInterest income
    
      (89,169
    )
    
    (159
    )
    
    (5,540
    )
    
    (1,824
    )
    
    (8,416
    )Foreign exchange loss
    
      (29,538
    )
    
    (15,479
    )
    
    
    
    
    (29,538
    )
    
    Net loss
    
      (2,285,506
    )
    
    (702,757
    )
    
    (72,902
    )
    
    (1,181,652
    )
    
    (148,881
    )Other Comprehensive LossForeign currency translationadjustments
    
      (24,114
    )
    
    (11,846
    )
    
    
    
    
    (24,114
    )
    
    Comprehensive loss
    
      (2,309,620
    )
    
    (714,603
    )
    
    (72,902
    )
    
    (1,205,766
    )
    
    (148,881
    )Net loss per common share basic and diluted
    
      
    
    
    (0.02
    )
    
    (0.01
    )
    
    (0.05
    )
    
    (0.01
    )Weighted average number ofcommon stock outstanding
    
      
    
    
    29,732,016
    
    
    12,392,000
    
    
    25,657,000
    
    
    12,392,000


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

F-2

---

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

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

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

F-3

---

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

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

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

F-4

---

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

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

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

F-5

---

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

|                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Deficit     |   |  |            |  
|------------------ |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | ---------- | -
|                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Accumulated |   |  |            |  
|                   |  |           |  |  |        |  |  |            |  |  |        |  |  | Additional |  |  | Common     |  |  | During the  |   |  |            |  
|                   |  | Preferred |  |  |        |  |  | Common     |  |  |        |  |  | Paidin    |  |  | Stock      |  |  | Development |   |  |            |  
|                   |  | Stock     |  |  | Amount |  |  | Shares     |  |  | Amount |  |  | Capital    |  |  | Subscribed |  |  | Stage       |   |  | Total      |  
|                   |  | #         |  |  | $      |  |  | #          |  |  | $      |  |  | $          |  |  | $          |  |  | $           |   |  | $          |  
|Balance  May 31,  |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|2009 brought       |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|forward            |  |          |  |  |       |  |  | 12,391,500 |  |  | 12,391 |  |  | 2,071,366  |  |  | 6,750      |  |  | (1,103,854  | ) |  | 986,653    |  
|Common stock       |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|issued pursuant to |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|business           |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|acquisition        |  |          |  |  |       |  |  | 17,341,016 |  |  | 17,341 |  |  | 2,583,736  |  |  |           |  |  |            |   |  | 2,601,077  |  
|Preferred stock    |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|issued pursuant to |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|business           |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|acquisition        |  | 1         |  |  |       |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|Stock-based        |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|compensation       |  |          |  |  |       |  |  |           |  |  |       |  |  | 528,620    |  |  |           |  |  |            |   |  | 528,620    |  
|                   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|Accumulated other  |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|comprehensive loss |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (24,114     | ) |  | (24,114    | )
|Net loss for the   |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|period             |  |          |  |  |       |  |  |           |  |  |       |  |  |           |  |  |           |  |  | (1,181,652  | ) |  | (1,181,652 | )
|Balance           |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|November 30,       |  |           |  |  |        |  |  |            |  |  |        |  |  |            |  |  |            |  |  |             |   |  |            |  
|2009               |  | 1         |  |  |       |  |  | 29,732,016 |  |  | 29,732 |  |  | 5,183,722  |  |  | 6,750      |  |  | (2,309,620  | ) |  | 2,910,584  |  

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

F-6

---

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

|                                                                |  | Accumulated from    |   |  | For the      |   |  | For the      |  
|--------------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                                |  | February 25, 2005   |   |  | Six months   |   |  | Six months   |  
|                                                                |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |  
|                                                                |  | To November 30,     |   |  | November 30, |   |  | November 30, |  
|                                                                |  | 2009                |   |  | 2009         |   |  | 2008         |  
|                                                                |  | $                   |   |  | $            |   |  | $            |  
|Operating activities                                            |  |                     |   |  |              |   |  |              |  
|Net loss for the period                                         |  | (2,285,506          | ) |  | (1,181,652   | ) |  | (148,881     | )
|Adjustments to reconcile net loss to
      net cash used in     |  |                     |   |  |              |   |  |              |  
|operating activities:                                           |  |                     |   |  |              |   |  |              |  
|Depreciation                                                    |  | 16,097              |   |  | 2,832        |   |  | 2,756        |  
|Stock-based compensation                                        |  | 899,088             |   |  | 528,620      |   |  |             |  
|Acquired
      development costs                                |  | 242,501             |   |  | 242,501      |   |  |             |  
|Changes in operating assets and liabilities:                    |  |                     |   |  |              |   |  |              |  
|Prepaid
      expenses                                          |  | (34,957             | ) |  | (26,832      | ) |  | (17,687      | )
|Accrued interest                                                |  | (991                | ) |  | 7,382        |   |  | 11,991       |  
|Accounts
      payable and accrued liabilities                  |  | (25,633             | ) |  | (32,708      | ) |  | (59,261      | )
|Note receivable                                                 |  | (280,000            | ) |  |             |   |  | (100,000     | )
|Due to related parties                                          |  | 9,357               |   |  | 9,357        |   |  |             |  
|Net cash flows
      used in operating activities               |  | (1,460,044          | ) |  | (450,500     | ) |  | (311,082     | )
|Investing activities                                            |  |                     |   |  |              |   |  |              |  
|Purchase of equipment                                           |  | (23,552             | ) |  | (1,436       | ) |  |             |  
|Purchase of short term
      investments                       |  | (2,461,675          | ) |  | (311,675     | ) |  | (600,000     | )
|Redemption of short term investments                           |  | 2,260,660           |   |  | 760,660      |   |  | 1,350,000    |  
|Cash acquired from acquisition                                  |  | 21,016              |   |  | 21,016       |   |  |             |  
|Net cash flows
      (used in) provided by investing activities |  | (203,551            | ) |  | 468,565      |   |  | 750,000      |  
|Financing activities                                            |  |                     |   |  |              |   |  |              |  
|Proceeds from common stock issuances                            |  | 1,718,249           |   |  |             |   |  |             |  
|Net cash flows provided by financing activities                 |  | 1,718,249           |   |  |             |   |  |             |  
|Effect of exchange
      rate changes on cash                   |  | (30,485             | ) |  | (30,485      | ) |  |             |  
|Increase (decrease) in cash and cash
      equivalents          |  | 24,169              |   |  | (12,420      | ) |  | 438,918      |  
|Cash and cash
      equivalents  beginning of period           |  |                    |   |  | 36,589       |   |  | 1,311        |  
|Cash and cash equivalents  end of period                       |  | 24,169              |   |  | 24,169       |   |  | 440,229      |  
|Supplementary disclosures                                       |  |                     |   |  |              |   |  |              |  
|Interest paid                                                   |  |                    |   |  |             |   |  |             |  
|Income taxes
      paid                                         |  |                    |   |  |             |   |  |             |  
|Significant non-cash investing and
      financing activities:  |  |                     |   |  |              |   |  |              |  
|Stock issuance for acquisition                                  |  | 2,601,077           |   |  | 2,601,077    |   |  |              |  
|Increase intangible asset due to
      acquisition              |  | 2,551,400           |   |  | 2,551,400    |   |  |              |  
|Accounts
      payable increased due to acquisition             |  | 30,986              |   |  | 30,986       |   |  |              |  

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

F-7

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

|1. | Organization and Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company was incorporated in the State of Nevada on
      February 25, 2005. The Company is a Development Stage Company, as defined
      by 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 Corp. (Sky
        Harvest - Saskatchewan), a private company incorporated under the laws of Canada.
        (Refer to Note 4.) 
        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 November 30,
      2009, the Company has accumulated losses of $2,285,506 since inception.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern. These consolidated financial statements do
      not include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Management plans to raise additional funds through debt
      and equity offerings. Management has yet to decide what type of offering
      the Company will use or how much capital the Company will attempt to raise
      and on what terms. There is however no assurance that the Company will be
      able to raise any additional capital through any type of offering on terms
      acceptable to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Significant Accounting Polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-8

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

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.

F-9

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

| | e. | Fair Value Measurements
(continued)
| | -- | -----------------------------------

Level 2

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

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

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

Level 3

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

| |    | The Company believes the fair value of its financial
      instruments consisting of cash, short term investment, and accounts
      payable approximate their carrying values due to the relatively short
      maturity of these instruments.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                
| | f. | Equipment                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                
| |    | (i)                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                

F-10

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

F-11

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

F-12

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

F-13

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In May 2009, FASB issued ASC 855, Subsequent
      Events, which establishes general standards for the evaluation,
      recognition and disclosure of events and transactions that occur after the
      balance sheet date. Although there is new terminology, the standard is
      based on the same principles as those that currently exist in the auditing
      standards. The standard, which includes a new required disclosure of the
      date through which an entity has evaluated subsequent events, is effective
      for interim or annual periods ending after June 15, 2009. The adoption of
      ASC 855 did not have a material effect on the Companys financial
      statements. Refer to Note 12.                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In June 2009, the FASB issued guidance now codified as
      ASC 105, Generally Accepted Accounting Principlesas the single
      source of authoritative accounting principles recognized by the FASB to be
      applied by nongovernmental entities in the preparation of financial
      statements in conformity with U.S. GAAP, aside from those issued by the
      SEC. ASC 105 does not change current U.S. GAAP, but is intended to
      simplify user access to all authoritative U.S. GAAP by providing all
      authoritative literature related to a particular topic in one place. The
      adoption of ASC 105 did not have a material impact on the Companys
      financial statements, but did eliminate all references to pre-codification
      standards.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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. | Acquisition of Sky Harvest Windpower Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company entered into a letter of agreement dated
      March 26, 2007 to acquire 100% of the issued and outstanding common shares
      of Sky Harvest Windpower Corp. (Sky Harvest - Saskatchewan), a private
      Canadian company incorporated under the laws of Canada. Sky Harvest -
      Saskatchewan holds the rights to construct a wind power facility on
      approximately 8,500 acres of land located in Southwestern
    Saskatchewan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On July 13, 2009, the Company acquired 100% of the issued
      and outstanding common shares of Sky Harvest  Saskatchewan in
      consideration for the issue of 17,341,016 restricted shares of common
      stock to the shareholders of Sky Harvest- Saskatchewan, equating to 1.5
      shares of common stock in the capital of the Company for every issued
      common share of Sky Harvest - Saskatchewan. The determination of the
      purchase price was supported by a fairness opinion issued by an
      independent valuator. The acquisition was subject to Sky Harvest -
      Saskatchewan completing an audit of its financial statements, and
      shareholders of both companies approving the acquisition agreement. As the
      directors of the Company are also directors and principal shareholders of
      Sky Harvest - Saskatchewan, they abstained from voting their shares in
      respect of the transaction.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys common shares issued to the Sky Harvest -
      Saskatchewan shareholders were determined to have a fair value of
      $2,601,077. After reflecting the purchase adjustments, the excess of the
      purchase consideration over the fair values of the Companys assets and
      liabilities of $2,793,941 as at July 13, 2009, has been allocated to wind
      farm asset in the amount of $2,551,440 and allocated to acquired
      development costs in the amount of $242,501.                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-14

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

Allocation of Purchase Price
    
    $Cash and cash
      equivalents
    
    21,016Short term investments
    
    20,889Prepaid expenses
    
    12,714Due from related parties
    
    9,357Property and
      equipment
    
    59,563Wind farm asset
    
    2,551,440Acquired
      development costs
    
    242,501Intangible asset
    
    543Accounts payable
    
    (30,986
    )Accrued liabilities
    
    (5,962
    )Loan payable
    
    (279,998
    )2,601,077Allocation of Excess Purchase Price
    
    $Wind Farm asset
    
    2,551,440Acquired development costs
    
    242,5012,793,941


Pro forma Information (unaudited)

The following financial summary
represents the amount of expenses and losses of Sky Harvest  Saskatchewan since
the acquisition date (July 13, 2009) included in the consolidated income
statement for the six months ended November 30, 2009.

From theDate of Acquisition(July 13, 2009)To November 30,2009$ExpensesConsulting fees
    
    4,300Engineering and development
    
    118,921Management fees
    
    47,802Professional fees
    
    4,984General and administrative
    
    41,996Operating loss
    
    218,003Other IncomeInterest income
    
    (15
    )Foreign exchange loss
    
    (29,146
    )Net loss
    
    (188,842
    )


F-15

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

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

| |                                                     |  | For the      |   |  | For the      |  
| | --------------------------------------------------- |  | ------------ | - |  | ------------ | -
| |                                                     |  | Six months   |   |  | Six months   |  
| |                                                     |  | Ended        |   |  | Ended        |  
| |                                                     |  | November 30, |   |  | November 30, |  
| |                                                     |  | 2009         |   |  | 2008         |  
| |                                                     |  | $            |   |  | $            |  
| |                                                     |  |              |   |  |              |  
| | Expenses                                            |  |              |   |  |              |  
| | Consulting fees                                     |  | 43,231       |   |  | 67,711       |  
| | Engineering and development                         |  | 119,716      |   |  | 44,915       |  
| | Management fees                                     |  | 116,212      |   |  | 85,429       |  
| | Professional fees                                   |  | 109,678      |   |  | 59,848       |  
| | General and administrative                          |  | 637,571      |   |  | 63,934       |  
| | Acquired development costs                          |  | 242,501      |   |  |             |  
| | Operating loss                                      |  | 1,268,909    |   |  | 321,837      |  
| | Other Income                                        |  |              |   |  |              |  
| | Interest income                                     |  | (1,852       | ) |  | (8,576       | )
| | Foreign exchange (gain) loss                        |  | (14,729      | ) |  | 19,320       |  
| | Net loss                                            |  | (1,252,328   | ) |  | (332,581     | )
| |                                                     |  |              |   |  |              |  
| | Net loss per
      common share  basic and diluted |  | (0.04        | ) |  | (0.01        | )
| | Weighted average number of common stock             |  |              |   |  |              |  
| | outstanding                                         |  | 29,732,016   |   |  | 29,732,016   |  

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

| |                          |  |        |  |  |              |   |  | November 30, |  |  | May 31,      | 
| | ------------------------ |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                          |  |        |  |  |              |   |  | 2009         |  |  | 2009         | 
| |                          |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                          |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                          |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                          |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment       |  | 5,782  |  |  | (4,351       | ) |  | 1,431        |  |  |             | 
| | Asset under construction |  | 64,641 |  |  |             |   |  | 64,641       |  |  |             | 
| | Wind tower equipment     |  | 22,116 |  |  | (15,476      | ) |  | 6,640        |  |  | 8,851        | 
| |                          |  | 92,539 |  |  | (19,827      | ) |  | 72,712       |  |  | 8,851        | 

F-16

---

Sky Harvest Windpower Corp. 
  (Formerly Keewatin Windpower Corp.) 
  (A Development Stage Company) 
  Notes to the Unaudited Interim Consolidated Financial Statements 
  November 30, 2009 
  (Expressed in US Dollars)

|6. | Intangible Assets
|-- | -----------------

| |                     |  |           |  |  |              |   |  | November 30, |  |  | May 31,      | 
| | ------------------- |  | --------- |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                     |  |           |  |  |              |   |  | 2009         |  |  | 2009         | 
| |                     |  |           |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                     |  | Cost      |  |  | Amortization |   |  | value        |  |  | value        | 
| |                     |  | $         |  |  | $            |   |  | $            |  |  | $            | 
| | Website development |  | 2,247     |  |  | (1,935       | ) |  | 312          |  |  |             | 
| | Wind farm assets    |  | 2,551,440 |  |  |             |   |  | 2,551,440    |  |  |             | 
| |                     |  | 2,553,687 |  |  | (1,935       | ) |  | 2,551,752    |  |  |             | 

|7. | Note Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On September 23, 2008, the Company entered into a loan
      agreement with Sky Harvest Windpower Corp. (Sky Harvest - Saskatchewan)
      to lend Sky Harvest - Saskatchewan $100,000. This loan is non-interest
      bearing, unsecured and due on September 22, 2009. On January 28, 2009, the
      Company entered into the second loan agreement with Sky Harvest -
      Saskatchewan to lend Sky Harvest - Saskatchewan an additional $100,000.
      This loan is non-interest bearing, unsecured and due on January 28, 2010.
      On April 23, 2009, the Company entered into the third loan agreement with
      Sky Harvest - Saskatchewan to lend Sky Harvest - Saskatchewan an
      additional $80,000. This loan is non- interest bearing, unsecured and due
      on April 23, 2010. As of November 30, 2009, Sky Harvest - Saskatchewan has
      not repaid the $100,000 loan that is due on September 22, 2009. As of
      November 30, 2009, these intercompany transactions and balances have been
      eliminated upon consolidation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | Short-term Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-17

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

|8.  | Short-term Investments (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.  | 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 November 30, 2009, 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 November 30, 2009, there
        were 15,515,016 outstanding exchangeable shares (May 31, 2009 - Nil)                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | As the exchangeable shares have already been
        recognized in connection with the acquisition of Sky Harvest Wind Power
        Corp., the value ascribed to these shares on exchange is $nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | These related party transactions are recorded
        at the exchange amount, being the amount established and agreed to by
        the related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11. | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | On September 11, 2009, the Companys
        board of directors adopted the 2009 Stock Option Plan (the Plan). The
        2009 Stock Option Plan 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 November 30, 2009, 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 a 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 $34,681, as a general
  and administrative expense.

The fair value for stock options granted
  was estimated at the date of grant using the Black-Scholes option-pricing model
  and the weighted average fair value of stock options granted during the six
  months ended November 30, 2009 was $0.49 per share.

F-18

---

Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

|11. | Stock Based Compensation (continued)                     
|--- | ---------------------------------------------------------
|    |                                                          
|    | The weighted average assumptions used are as
    follows:

| |                                 |  |          |  |  | Six Months   | 
| | ------------------------------- |  | -------- |  |  | ------------ | 
| |                                 |  |          |  |  | Ended        | 
| |                                 |  | June 30, |  |  | November 30, | 
| |                                 |  | 2009     |  |  | 2009         | 
| |                                 |  |          |  |  |              | 
| | Expected dividend yield         |  | 0%       |  |  | 0%           | 
| | Risk-free interest rate         |  | 1.33%    |  |  | 2.29%        | 
| | Expected volatility             |  | 132%     |  |  | 198%         | 
| | Expected option life (in years) |  | 3.99     |  |  | 4.96         | 

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

| |                                      |  |           |  |  |                |  |  | Weighted-    |  |  |           | 
| | ------------------------------------ |  | --------- |  |  | -------------- |  |  | ------------ |  |  | --------- | 
| |                                      |  |           |  |  |                |  |  | Average      |  |  |           | 
| |                                      |  |           |  |  | Weighted       |  |  | Remaining    |  |  | Aggregate | 
| |                                      |  | Number of |  |  | Average        |  |  | Contractual  |  |  | Intrinsic | 
| |                                      |  | Options   |  |  | Exercise Price |  |  | Term (years) |  |  | Value     | 
| |                                      |  |           |  |  | $              |  |  |              |  |  | $         | 
| | Outstanding, May 31, 2009            |  |          |  |  |               |  |  |              |  |  |           | 
| | Granted                              |  | 1,250,000 |  |  | 0.51           |  |  |              |  |  |           | 
| | Outstanding, November 30, 2009       |  | 1,250,000 |  |  | 0.51           |  |  | 4.78         |  |  |          | 
| | Exercisable,
      November 30, 2009 |  | 1,000,000 |  |  | 0.51           |  |  | 4.78         |  |  |          | 

A summary of the status of the
Companys non-vested stock options as of November 30, 2009, and changes during
the six month period ended November 30, 2009, is presented below:

| |                                 |  |            |   |  | Weighted Average | 
| | ------------------------------- |  | ---------- | - |  | ---------------- | 
| |                                 |  | Number of  |   |  | Grant Date       | 
| | Non-vested options              |  | options    |   |  | Fair Value       | 
| |                                 |  |            |   |  | $                | 
| | Non-vested at May 31, 2009      |  |           |   |  |                 | 
| | Granted                         |  | 1,250,000  |   |  | 0.49             | 
| | Forfeited/Cancelled             |  |           |   |  |                 | 
| | Vested                          |  | (1,000,000 | ) |  | 0.49             | 
| | Non-vested at November 30, 2009 |  | 250,000    |   |  | 0.49             | 

At November 30, 2009, there was $87,819
of unrecognized compensation costs related to non-vested share-based
compensation arrangements granted under the Plan, which is expected to be
recognized over a weighted average period of 1.78 years.

F-19

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Sky Harvest Windpower Corp. (Formerly Keewatin Windpower
Corp.) (A Development Stage Company) Notes to the Unaudited Interim
Consolidated Financial Statements November 30, 2009 (Expressed in US
Dollars)

|12. | Commitments and contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | On February 23, 2009, the Company entered into a
      consulting agreement with a consultant (the Consultant). Pursuant to the
      agreement, the Consultant provided investor relations services for the
      Company from February 24, 2009 to July 5, 2009. In consideration for the
      investor relations services, the Company agreed to pay the Consultant
      $5,000 per month and to issue 15,000 shares of the Companys common stock.
      At February 28, 2009 and November 30, 2009, the fair value of the 15,000
      shares issuable was $6,750 and is included in common stock subscribed. In
      addition, if the Company receives equity or debt funding of at least
      $3,000,000 from a source introduced to the Company by the Consultant then
      the parties agree to extend the agreement by an additional year. In
      consideration for the additional year of investor relations services, the
      Company must pay $8,500 per month and issue 50,000 shares of the Companys
      common stock or pay $7,500 per month and issue 80,000 shares of the
      Companys common stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In accordance with ASC 855, Subsequent Events, the
      Company has evaluated subsequent events through January 13, 2010, the date
      of issuance of the unaudited interim consolidated financial statements.
      During this period, the Company did not have any material recognizable
      subsequent events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-20

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

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

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

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. In this discussion, 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. and its subsidiaries.

Corporate Overview

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

Recent Corporate Developments

Since the commencement of our 2010 fiscal year on June 1, 2009
we have experienced the following significant corporate developments:

1. Acquisition of Sky Harvest Windpower CompanyOn July 13, 2009, the Company acquired 100% of the issued and outstanding
  common shares of Sky Harvest Windpower Corp. ("Sky Harvest - Saskatchewan")
  a private company incorporated under the laws of Canada. Sky Harvest - Saskatchewan
  holds the rights to construct a wind power facility on approximately 8,500 acres
  of land located in south-western Saskatchewan. In order to acquire a 100% interest
  in Sky Harvest- Saskatchewan, the Company issued a total of 17,341,016 restricted
  shares of common stock to the shareholders of Sky Harvest- Saskatchewan, equating
  to 1.5 shares of common stock in the capital of the Company for every issued
  common share of Sky Harvest- Saskatchewan. The acquisition was subject to Sky
  Harvest- Saskatchewan completing an audit of its financial statements, and shareholders
  of both companies approving the acquisition agreement. As the directors of the
  Company are also directors and principal shareholders of Sky Harvest- Saskatchewan
  they abstained from voting their shares.

3

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

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

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

4. SaskPower issues a Request for QualificationsOn
December 19, 2009, SaskPower, the Crown Corporation responsible for electricity
supply in the Canadian province of Saskatchewan, issued a Request for
Qualifications (RFQ) in connection with the procurement of up to 175 megawatts
of wind power from one or more Independent Power Producers. The RFQ will
identify qualified bidders with the interest and capability to finance, build
and operate a wind generation facility in the Province. The closing date for the
RFQ is February 19, 2010. Qualified respondents will be invited to respond to a
formal Request for Proposals in the spring of 2010. SaskPower has set certain
criteria for respondents to the RFQ relating to the nature of the project,
control of the proposed site, wind project expertise and financial strength.

The Company currently cannot satisfy all the criteria as set
  out in the RFQ and according is engaged in negotiations with various parties
  with the intention of submitting a combined proposal with one or more partners
  who would meet the criteria not satisfied by the Company. As of the date of
  this report, the Company has not entered into any agreements with any other
  party. There is no assurance that the Company will be able to conclude agreements
  with one or more other parties in order to qualify to respond to the RFQ.

4

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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 November 30, 2009 which are included herein.

|                 |  | Three months ended November 30, |   |  | Six months ended November 30, |  
|---------------- |  | ------------------------------- | - |  | ----------------------------- | -
|                 |  | 2009                            |   |  | 2008                          |  
|                 |  | $                               |   |  | $                             |  
|Revenue          |  | 0                               |   |  | 0                             |  
|Expenses         |  | 718,395                         |   |  | 78,442                        |  
|Foreign exchange |  |                                 |   |  |                               |  
|(gain) loss      |  | (15,479                         | ) |  | 0                             |  
|Interest income  |  | (159                            | ) |  | (5,540                        | )
|Net Loss         |  | 702,757                         |   |  | 72,902                        |  

Revenues

We recorded a net operating loss of $702,757 for the fiscal
quarter ended November 30, 2009 and have an accumulated deficit of $2,285,506
since inception. We have had no operating revenues since our inception on
February 25, 2005 through to the fiscal quarter ended November 30, 2009. We
anticipate that we will not generate any revenues while we are a development
stage company.

Expenses

Our expenses for the three and six months ended November 30,
2009 and 2008 are outlined below:

|                  |  | Three months ended November 30, |  |  | Six months ended November 30, | 
|----------------- |  | ------------------------------- |  |  | ----------------------------- | 
|                  |  | 2009                            |  |  | 2008                          | 
|                  |  | $                               |  |  | $                             | 
|Consulting fees   |  | 12,662                          |  |  | 24,171                        | 
|Engineering and   |  |                                 |  |  |                               | 
|development       |  | 37,410                          |  |  | 0                             | 
|Management fees   |  | 59,113                          |  |  | 22,875                        | 
|Professional fees |  | 40,312                          |  |  | 22,079                        | 
|General and       |  |                                 |  |  |                               | 
|administrative    |  | 568,898                         |  |  | 9,317                         | 
|Acquired          |  |                                 |  |  |                               | 
|development costs |  | 0                               |  |  | 0                             | 
|Net Loss          |  | 718,395                         |  |  | 78,442                        | 

Consulting expenses decreased by $11,509 to $12,662 in the
three months ended November 30, 2009 from $24,171 in the three months ended
November 30, 2008, and by $18,087 to $42,217 for the six months ended November
30, 2009 as compared with the six months ended November 30, 2008. This decrease
resulted from reduced expenditure on investor relations activities conducted
during the period.

Engineering and development expenses increased to $37,410 in
the three months ended November 30, 2009 (three months ended August 31, 2008 -
$nil) as a result of $6,792 incurred in maintenance expenses on meteorological
equipment on our original wind project. In addition we incurred $30,618 in
project engineering costs related to the project acquired as a result of the
acquisition of Sky Harvest  Saskatchewan. Engineering and development expenses
in the amount of $136,388 were incurred for the six months ended November 30,
2009 as compared with $nil in the six months ended November 30, 2008.

Management fees increased by $36,238 to $59,113 for the three
  months ended August 31, 2009 from $22,875 for the three months ended August
  31, 2008, and by $47,802 to $93,552 for the six months ended November 30, 2009
  as compared with the six months ended November 30, 2008. This increase resulted
  from the acquisition of Sky Harvest  Saskatchewan together and the engagement
  of a consultant to assist us with various financial projects.

5

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Professional fees increased by $18,233 to $40,312 in the three
months ended November 30, 2009 from $22,079 for three months ended November 30,
2008. The increase in this category of expenses resulted from additional legal
expenses incurred in connection with our acquisition of Sky Harvest 
Saskatchewan, the creation of the 2009 Stock Option plan, and additional
professional accounting services. Professional fees increased by $68,966 to
$107,559 for the six months ended November 30, 2009 as compared with the six
months ended November 30, 2008.

General and administrative expenses increased by $559,581 to
$568,898 for the three months ended November 30, 2009 from $9,317 for the three
months ended November 30, 2008, and by $578,147 to $590,797 for the six months
ended November 30, 2009 as compared with the six months ended November 30, 2008.
The increase in this category of expenses resulted from the recognition of
$528,620 in stock based compensation expense, together with increased
expenditure on costs associated with the maintenance of the public company, and
travel and office expenses associated with our subsidiary. General and
administrative expenses increased

Acquired development costs amounting to $242,501 expensed
during the six months ended November 30, 2009, represent development costs
incurred by Sky Harvest  Saskatchewan prior to acquisition by the Company on
July 11, 2009.

Foreign exchange (gain) lossForeign 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

Interest incomeInterest income declined by $5,381
to $159 for the three months from for the three months ended November 30, 2009
from $5,540 for the three months ended November 30, 2008, and decreased by
$6,592 to $1,824 for the six months ended November 30, 2009 as compared with the
six months ended November 30, 2008. The reduction in interest income resulted
from the utilization of the Companys short term investments to fund development
of the Companys wind power projects and continued corporate operations. In
addition, the significant reduction in interest rates offered by commercial
banks resulting from the current adverse economic conditions impacted this item
negatively.

6

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Liquidity and Capital Resources

Our financial condition as at November 30, and May 31, 2009 and
the changes for on those dates are summarized as follows:

Working Capital

November 30,
      
      
      May 31,2009
      
      
      2009
      
      
      Increase/Decrease$
      
      
      $
      
      
      $
      
      
      %Current Assets
      
      297,435
      
      
      984,877
      
      
      (687,442
      )
      
      (70%)Current Liabilities
      
      11,315
      
      
      7,075
      
      
      4,240
      
      
      60%Working Capital
      
      286,120
      
      
      977,802
      
      
      (691,682
      )
      
      (70%)


The 70% decrease in our working capital was primarily due to a
decrease in cash and cash equivalents as result the of expenditures undertaken
during the period and the elimination of the Note receivable on consolidation of
our subsidiary, offset by an increase in prepaid expenses and increases in
Accounts payable and Accrued liabilities acquired on acquisition of Sky Harvest
 Saskatchewan.

Cash Flows

|                       |  | Three months ended November 30, |   |  | Six months ended November 30, |  
|---------------------- |  | ------------------------------- | - |  | ----------------------------- | -
|                       |  | 2009                            |   |  | 2008                          |  
|                       |  | $                               |   |  | $                             |  
|Cash Flows (used in)   |  |                                 |   |  |                               |  
|Operating Activities   |  | (215,147                        | ) |  | (228,907                      | )
|Cash Flows provided    |  |                                 |   |  |                               |  
|by (used in) Investing |  |                                 |   |  |                               |  
|Activities             |  | 272,149                         |   |  | 0                             |  
|Cash Flows provided    |  |                                 |   |  |                               |  
|by Financing           |  |                                 |   |  |                               |  
|Activities             |  | 0                               |   |  | 0                             |  
|Effect of exchange     |  |                                 |   |  |                               |  
|rate changes on cash   |  | (21,617                         | ) |  | 0                             |  
|Net increase           |  |                                 |   |  |                               |  
|(decrease) in cash     |  |                                 |   |  |                               |  
|during year            |  | 57,002                          |   |  | (228,907                      | )

During the three months ended November 30, 2009 we used net
cash in operating activities in the amount of $215,147. The cash used in the
current period by our operating activities was primarily represented by our
operations on our wind power projects, our acquisition of Sky Harvest -
Saskatchewan and shareholder communications.

Cash flows provided by investing activities represent short
term investments redeemed during the three months ended November 30, 2009.

7

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Disclosure of Outstanding Share Data

WarrantsNone

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

A summary of our stock option activity is as follows:

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

Future Financings

We recorded a net operating loss of $1,181,652 for the six
months ended November 30, 2009, and have an accumulated deficit of $2,285,506
since inception. As of November 30, 2009 we had cash and cash equivalents, and
short term investments totaling $247,974 (May 31, 2009 - $694,962). As of
January 11, 2010, we had cash and cash equivalents, and short term investments
totaling $204,285.

As of the date of this report, management anticipates that we
will require at least $820,000 to fund our corporate operations and proposed
exploration and development program for the next 12 months. Accordingly we do
not have sufficient funds to meet our planned expenditures over the next 12
months. In addition we will require further financing in order to fund our
anticipated expenses for the construction of the proposed wind turbine
project.

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

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

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

8

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Off Balance Sheet Arrangements

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

Risks Related to our Business

If we do not obtain additional financing our business
will fail.Over the next 12 months, we expect to spend
$480,000 on administrative costs, including management fees payable to our
President and Directors, professional fees and general business expenses,
including costs related to complying with our filing obligations as a reporting
company. As our operations become more complex, it is anticipated that these
costs will increase. We also expect incur a further $340,000 in pre-development
costs related to our wind power projects.

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

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

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

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

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

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

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

9

---

Our ability to erect turbines on a property in
Saskatchewan will be contingent upon it obtaining environmental and municipal
permits. If it cannot acquire these permits, our business will fail.In order to erect turbines on the Saskatchewan property, we must
excavate portions of the land and install concrete platforms below surface.
Before we commence this, we will need to obtain environmental and municipal
permits from the Saskatchewan provincial government and the town responsible for
the property interest it acquires. Depending on environmental impact, our
proposed land disturbance may be unacceptable to these government bodies. In
addition, the turbines themselves may be seen to have a negative impact on bird
migration patterns or on the aesthetics of the region. These factors may prevent
us from obtaining necessary permits. In such circumstances, we would be forced
to abandon our business plan.

We may be unable to participate in the Request for
Qualifications issued by the Saskatchewan GovernmentOn December 19,
2009, SaskPower, the Crown Corporation responsible for electricity supply in the
Canadian province of Saskatchewan, issued a Request for Qualifications (RFQ) in
connection with the procurement of up to 175 megawatts of wind power from one or
more Independent Power Producers. The RFQ identifies qualified bidders with the
interest and capability to finance, build and operate a wind generation facility
in the Province. The closing date for the RFQ is February 19, 2010. Qualified
respondents are expected to be invited to respond to a formal Request for
Proposals in the spring of 2010. SaskPower has set certain criteria for
respondents to the RFQ relating to the nature of the project, control of the
proposed site, wind project expertise and financial strength. The Company
currently cannot satisfy all the criteria as set out in the RFQ and accordingly
is engaged in negotiations with various parties with the intention of submitting
a combined proposal with one or more partners who would meet the criteria not
satisfied by the Company. As of the date of this report, the Company has not
entered into any agreements with any other party. There is no assurance that the
Company will be able to conclude agreements with one or more other parties in
order to qualify to respond to the RFQ. If we are unable to participate in the
RFQ either directly or in combination with a partner our business plan will be
materially adversely affected.

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

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



10

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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 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.

11

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at November 30, 2009, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and principal financial officer. Based on this evaluation, our
principal executive officer and principal financial officer has concluded that
the design and operation of our disclosure controls and procedures are effective
as at the end of the period covered by this report.

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

There were no changes in our internal control over financial
reporting during the three months ended November 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

12

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings.None

Item 1A. Risk Factors.Not applicable

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

Item 3. Defaults upon Senior Securities.None

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

Item 5. Other Information.None

13

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Item 6. Exhibits.

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

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

14

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SIGNATURES

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

SKYHARVEST WINDPOWER CORP.

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



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

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

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

15

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