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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period endedFebruary 29, 2008

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

For the transition period from ______________ to
______________

Commission File Number 333-126580

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

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

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

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

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

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

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

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

Check whether the registrant filed all documents and reports
required to be filed by Section l2, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.Yes
[   ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the 
  latest practicable date: 12,391,500shares of common stock
  issued and outstanding as of April 1, 2008

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

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- 2 -

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION

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Keewatin Windpower Corp. 
  (A Development Stage Company)

February 29, 2008





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

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

|                                                       |  | February 29, |   |  | May 31,  |  
|------------------------------------------------------ |  | ------------ | - |  | -------- | -
|                                                       |  | 2008         |   |  | 2007     |  
|                                                       |  | $            |   |  | $        |  
|                                                       |  |              |   |  |          |  
|ASSETS                                                 |  |              |   |  |          |  
|                                                       |  |              |   |  |          |  
|Current Assets                                         |  |              |   |  |          |  
|                                                       |  |              |   |  |          |  
|Cash and cash equivalents                              |  | 177,356      |   |  | 449,185  |  
|Short term investment                                  |  | 1,362,500    |   |  |         |  
|Prepaid expenses                                       |  | 10,000       |   |  |         |  
|                                                       |  |              |   |  |          |  
|Total Current Assets                                   |  | 1,549,856    |   |  | 449,185  |  
|                                                       |  |              |   |  |          |  
|Property and equipment, net (Note 5)                   |  | 15,856       |   |  | 15,936   |  
|                                                       |  |              |   |  |          |  
|Total Assets                                           |  | 1,565,712    |   |  | 465,121  |  
|                                                       |  |              |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |              |   |  |          |  
|                                                       |  |              |   |  |          |  
|Liabilities                                            |  |              |   |  |          |  
|                                                       |  |              |   |  |          |  
|Accounts payable                                       |  | 13,474       |   |  | 3,040    |  
|Accrued liabilities                                    |  | 13,207       |   |  | 1,764    |  
|Management fees payable (Note 6)                       |  | 45,100       |   |  | 45,100   |  
|                                                       |  |              |   |  |          |  
|Total
      Liabilities                                |  | 71,781       |   |  | 49,904   |  
|                                                       |  |              |   |  |          |  
|Contingencies (Note 2)                                 |  |              |   |  |          |  
|                                                       |  |              |   |  |          |  
|Stockholders Equity                                   |  |              |   |  |          |  
|                                                       |  |              |   |  |          |  
|Preferred Stock:                                       |  |              |   |  |          |  
|Authorized: 10,000,000 shares,
      $0.001 par value  |  |              |   |  |          |  
|Issued and
      outstanding: None                     |  |             |   |  |         |  
|                                                       |  |              |   |  |          |  
|Common Stock: (Note 7)                                 |  |              |   |  |          |  
|Authorized: 100,000,000 shares,
      $0.001 par value |  |              |   |  |          |  
|Issued and
      outstanding: 12,391,500 shares        |  |              |   |  |          |  
|(May 31, 2007  10,530,000
      shares)               |  | 12,391       |   |  | 10,530   |  
|                                                       |  |              |   |  |          |  
|Additional paid-in capital                             |  | 2,071,366    |   |  | 409,478  |  
|                                                       |  |              |   |  |          |  
|Common stock subscribed (Note 7)                       |  |             |   |  | 500,500  |  
|                                                       |  |              |   |  |          |  
|Deficit accumulated
      during the development stage |  | (589,826     | ) |  | (505,291 | )
|                                                       |  |              |   |  |          |  
|Total Stockholders
      Equity                       |  | 1,493,931    |   |  | 415,217  |  
|                                                       |  |              |   |  |          |  
|Total Liabilities
      and Stockholders Equity       |  | 1,565,712    |   |  | 465,121  |  

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

F-1

---

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

Accumulated fromFebruary 25, 2005(Date of Inception)
      
      
      Three Months
      
      
      Three Months
      
      
      Nine Months
      
      
      Nine MonthsTo
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      EndedFebruary 29,
      
      
      February 29,
      
      
      February 28,
      
      
      February 29,
      
      
      February 28,2008
      
      
      2008
      
      
      2007
      
      
      2008
      
      
      2007$
      
      
      $
      
      
      $
      
      
      $
      
      
      $ExpensesManagement fees
      
      228,577
      
      
      25,550
      
      
      98,877
      
      
      68,500
      
      
      113,877General and administrative
      
      421,256
      
      
      43,761
      
      
      285,640
      
      
      66,552
      
      
      299,867Operating loss
      
      (649,833
      )
      
      (69,311
      )
      
      (384,517
      )
      
      (135,052
      )
      
      (413,744
      )Other IncomeInterest income
      
      60,007
      
      
      16,461
      
      
      5,166
      
      
      50,517
      
      
      5,166Net loss
      
      (589,826
      )
      
      (52,850
      )
      
      (379,351
      )
      
      (84,535
      )
      
      (408,578
      )Net loss per common share basic and diluted
      
      
      
      
      (0.00
      )
      
      (0.04
      )
      
      (0.01
      )
      
      (0.04
      )Weighted average number ofcommon stock outstanding
      
      
      
      
      12,392,000
      
      
      10,530,000
      
      
      12,062,000
      
      
      10,530,000


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

F-2

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

|                                                            |  | Accumulated from    |   |  |              |   |  |              |  
|----------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                            |  | February 25, 2005   |   |  |              |   |  |              |  
|                                                            |  | (Date of Inception) |   |  | Nine Months  |   |  | Nine Months  |  
|                                                            |  | To                  |   |  | Ended        |   |  | Ended        |  
|                                                            |  | February 29,        |   |  | February 29, |   |  | February 28, |  
|                                                            |  | 2008                |   |  | 2008         |   |  | 2007         |  
|                                                            |  | $                   |   |  | $            |   |  | $            |  
|Operating activities                                        |  |                     |   |  |              |   |  |              |  
|Net loss for the period                                     |  | (589,826            | ) |  | (84,535      | ) |  | (408,578     | )
|Adjustments to reconcile net loss to
      net cash used in |  |                     |   |  |              |   |  |              |  
|operating activities:                                       |  |                     |   |  |              |   |  |              |  
|Depreciation                                                |  | 9,011               |   |  | 4,134        |   |  | 3,120        |  
|Stock-based compensation                                    |  | 365,508             |   |  |             |   |  | 365,508      |  
|Changes in operating assets and liabilities:                |  |                     |   |  |              |   |  |              |  
|Prepaid expenses                                            |  | (10,000             | ) |  | (10,000      | ) |  | 1,338        |  
|Accrued interest                                            |  | (12,500             | ) |  | (12,500      | ) |  | (432         | )
|Accounts payable and accrued
      liabilities              |  | 26,681              |   |  | 21,877       |   |  | 4,701        |  
|Management fees payable                                     |  | 45,100              |   |  |             |   |  | 19,900       |  
|Net cash flows used
      in operating activities           |  | (166,026            | ) |  | (81,024      | ) |  | (14,443      | )
|Investing activities                                        |  |                     |   |  |              |   |  |              |  
|Purchase of equipment                                       |  | (24,867             | ) |  | (4,054       | ) |  |             |  
|Purchase of short term investments                          |  | (1,350,000          | ) |  | (1,350,000   | ) |  | (50,000      | )
|Net cash flows used
      in investing activities           |  | (1,374,867          | ) |  | (1,354,054   | ) |  | (50,000      | )
|Financing activities                                        |  |                     |   |  |              |   |  |              |  
|Proceeds from common stock issuances                        |  | 1,718,249           |   |  | 1,163,249    |   |  |             |  
|Proceeds from common stock subscriptions                    |  |                    |   |  |             |   |  | 500,500      |  
|Proceeds
      from loans payable to related party          |  |                    |   |  |             |   |  | (22,100      | )
|Net cash flows provided by financing activities             |  | 1,718,249           |   |  | 1,163,249    |   |  | 478,400      |  
|Increase (decrease) in cash and cash equivalents            |  | 177,356             |   |  | (271,829     | ) |  | 413,957      |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Cash and cash equivalents
       beginning of period       |  |                    |   |  | 449,185      |   |  | 3,001        |  
|Cash and cash equivalents  end of period                   |  | 177,356             |   |  | 177,356      |   |  | 416,958      |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Cash and cash equivalents consist of:                       |  |                     |   |  |              |   |  |              |  
|Cash in bank                                                |  |                     |   |  | 16,935       |   |  | 416,958      |  
|Short term investments                                      |  |                     |   |  | 150,421      |   |  |             |  
|Trust account                                               |  |                     |   |  | 10,000       |   |  |             |  
|                                                            |  |                     |   |  |              |   |  |              |  
|                                                            |  |                     |   |  | 177,356      |   |  | 416,958      |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Supplementary disclosures                                   |  |                     |   |  |              |   |  |              |  
|Interest paid                                               |  |                    |   |  |             |   |  |             |  
|Income taxes
      paid                                     |  |                    |   |  |             |   |  |             |  

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

F-3

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

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The unaudited financial information furnished herein
        reflects all adjustments, which in the opinion of management, are necessary
        to fairly state the Companys financial position and the results
        of its operations for the periods presented. This report on Form 10-QSB
        should be read in conjunction with the Companys financial statements
        and notes thereto included in the Companys Form 10-KSB for the fiscal
        year ended May 31, 2007. The Company assumes that the users of the interim
        financial information herein have read or have access to the audited financial
        statements for the preceding fiscal year and that the adequacy of additional
        disclosure needed for a fair presentation may be determined in that context.
        Accordingly, footnote disclosure, which would substantially duplicate
        the disclosure contained in the Companys Form 10-KSB for the fiscal
        year ended May 31, 2007, has been omitted. The results of operations for
        the nine-month period ended February 29, 2008 are not necessarily indicative
        of results that may be expected for the fiscal year ending May 31, 2008.                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company was incorporated in the State of Nevada
        on February 25, 2005. The Company is a Development Stage Company, as defined
        by Statement of Financial Accounting Standard (SFAS) No.7
        Accounting and Reporting for Development Stage Companies.
        Its activities to date have been limited to capital formation, organization,
        and development of its business plan for the exploration and development
        of wind power projects in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These financial statements have been prepared on a going
        concern basis, which implies the Company will continue to realize its
        assets and discharge its liabilities in the normal course of business.
        The Company has never generated revenues since inception and has never
        paid any dividends and is unlikely to pay dividends or generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations the successful exploitation of economically
        recoverable electricity in its wind power projects, and the attainment
        of profitable operations. As at February 29, 2008, the Company has accumulated
        losses of $589,826 since inception. These factors raise substantial doubt
        regarding the Companys ability to continue as a going concern. These
        financial statements do not include any adjustments to the recoverability
        and classification of recorded asset amounts and classification of liabilities
        that might be necessary should the Company be unable to continue as a
        going concern.                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Recently Adopted Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In September 2006, the Financial Accounting Standards
        Board (FASB) issued SFAS No. 158, Employers Accounting
        for Defined Benefit Pension and Other Postretirement Plans  an amendment
        of FASB Statements No. 87, 88, 106, and 132(R). This statement
        requires employers to recognize the overfunded or underfunded status of
        a defined benefit postretirement plan (other than a multiemployer plan)
        as an asset or liability in its statement of financial position and to
        recognize changes in that funded status in the year in which the changes
        occur through comprehensive income of a business entity or changes in
        unrestricted net assets of a not-for-profit organization. This statement
        also requires an employer to measure the funded status of a plan as of
        the date of its year-end statement of financial position, with limited
        exceptions. The provisions of SFAS No. 158 are effective for employers
        with publicly traded equity securities as of the end of the fiscal year
        ending after December 15, 2006. The Company currently has no such employee
        plans and does not expect to institute such plans. The adoption of this
        statement did not have a material effect on the Company's financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In September 2006, the SEC issued Staff Accounting Bulletin
        (SAB) No. 108, Considering the Effects of Prior Year
        Misstatements when Quantifying Misstatements in Current Year Financial
        Statements. SAB No. 108 addresses how the effects of prior year
        uncorrected misstatements should be considered when quantifying misstatements
        in current year financial statements. SAB No. 108 requires companies to
        quantify misstatements using a balance sheet and income statement approach
        and to evaluate whether either approach results in quantifying an error
        that is material in light of relevant quantitative and qualitative factors.
        SAB No. 108 is effective for fiscal years ending after November 15, 2006.
        The adoption of this statement did not have a material effect on the Company's
        financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In June 2006, the Financial Accounting Standards Board
        (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty
        in Income Taxes, an interpretation of FASB Statements No. 109.
        FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing
        a two-step method of first evaluating whether a tax position has met a
        more likely than not recognition threshold and second, measuring that
        tax position to determine the amount of benefit to be recognized in the
        financial statements. FIN 48 provides guidance on the presentation of
        such positions within a classified statement of financial position as
        well as on derecognition, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. The adoption of this statement did
        not have a material effect on the Company's financial statements.                                                                                                                                                                                                                                                                                                                                 

F-4

---

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

|4. | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In December 2007, the FASB issued SFAS No. 141R, Business
        Combinations. This statement replaces SFAS 141 and defines the
        acquirer in a business combination as the entity that obtains control
        of one or more businesses in a business combination and establishes the
        acquisition date as the date that the acquirer achieves control. SFAS
        141R requires an acquirer to recognize the assets acquired, the liabilities
        assumed, and any noncontrolling interest in the acquiree at the acquisition
        date, measured at their fair values as of that date. SFAS 141R also requires
        the acquirer to recognize contingent consideration at the acquisition
        date, measured at its fair value at that date. This statement is effective
        for fiscal years, and interim periods within those fiscal years, beginning
        on or after December 15, 2008. Earlier adoption is prohibited. The adoption
        of this statement is not expected to have a material effect on the Company's
        financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In December 2007, the FASB issued SFAS No. 160, Noncontrolling
        Interests in Consolidated Financial Statements Liabilities an Amendment
        of ARB No. 51. This statement amends ARB 51 to establish accounting
        and reporting standards for the Noncontrolling interest in a subsidiary
        and for the deconsolidation of a subsidiary. This statement is effective
        for fiscal years, and interim periods within those fiscal years, beginning
        on or after December 15, 2008. Earlier adoption is prohibited. The adoption
        of this statement is not expected to have a material effect on the Company's
        financial statements.                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                      |  |        |  |  |              |   |  | February 29, |  |  | May 31,      | 
| | -------------------- |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                      |  |        |  |  |              |   |  | 2008         |  |  | 2007         | 
| |                      |  |        |  |  | Accumulated  |   |  | Net carrying |  |  | Net carrying | 
| |                      |  | Cost   |  |  | depreciation |   |  | value        |  |  | value        | 
| |                      |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                      |  |        |  |  |              |   |  |              |  |  |              | 
| |                      |  |        |  |  |              |   |  |              |  |  |              | 
| | Computer equipment   |  | 4,054  |  |  | (1,014       | ) |  | 3,040        |  |  | -            | 
| | Wind tower equipment |  | 20,813 |  |  | (7,997       | ) |  | 12,816       |  |  | 15,936       | 
| |                      |  |        |  |  |              |   |  |              |  |  |              | 
| |                      |  | 24,867 |  |  | (9,011       | ) |  | 15,856       |  |  | 15,936       | 

|6. | Related Party Transactions                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                         
|   | a)                                                                                                                                                      
|   |                                                                                                                                                         
|   | b)                                                                                                                                                      
|   |                                                                                                                                                         
|   | c)                                                                                                                                                      
|   |                                                                                                                                                         
|   | These related party transactions are recorded
        at the exchange amount, being the amount established and agreed to by
        the related parties.
|   |                                                                                                                                                         
|7. | Common Stock                                                                                                                                            
|   |                                                                                                                                                         
|   | a)                                                                                                                                                      
|   |                                                                                                                                                         
|   | b)                                                                                                                                                      

F-5

---

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

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

Nine Months EndedFebruary
        29, 2008Number
      
      
      Weighted Averageof
        Options
      
      
      Exercise PriceBalance, Beginning of period
      
      1,000,000
      
      $
      1.10Granted
      
      
      
      
      Cancelled/Forfeited
      
      
      
      
      Exercised
      
      
      
      
      Balance, End of period
      
      1,000,000
      
      $
      1.10


|   | As at February 29, 2008, all of the options were vested,
        and their intrinsic value was $450,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | Potential Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company entered into a letter agreement dated March
        26, 2007 to acquire 100% of the issued and outstanding common shares of
        Sky Harvest Windpower Corp. (Sky Harvest), a private Canadian
        company incorporated under the laws of British Columbia, in consideration
        for 17,343,516 restricted shares of the Companys common stock. The
        directors of the Company are also directors and principal shareholders
        of Sky Harvest. Sky Harvest holds the rights to construct a wind power
        facility on approximately 8,500 acres of land located in Southwestern
        Saskatchewan. The closing of this transaction is subject to shareholder
        approval.

F-6

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- 3 -

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, expects,
plans, anticipates, believes, estimates, predicts, potential, or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk and Uncertainties commencing on page 8 of this quarterly report, which
may cause our or our industry's actual results, levels of activity or
performance to be materially different from any future results, levels of
activity or performance expressed or implied by these forward-looking
statements.

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

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

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

Introduction

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

Corporate History

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

Recent Corporate Developments

We experienced the following significant corporate developments
since the end of our last fiscal quarter:

|1. | Effective January 29, 2008 Greg Yanke resigned as a
      director of Keewatin Windpower Corp. Mr. Yankes resignation was not as a
      result of any disagreement on any matter relating to Keewatins
      operations, policies or practices.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                   
|2. | Effective January 10, 2008, Chris Craddock was appointed
      as our Chief Financial Officer. Mr. Craddock continues to serve as the
      Companys Chief Executive Officer, President, Secretary and
    Treasurer.                            

---

- 4 -

Plan of Operation

Our plan of operations for the next twelve months is to
commence discussions with potential customers that may be interested in
purchasing electricity that would be generated from our potential wind power
project in southwest Saskatchewan, contact wind turbine suppliers regarding the
planned purchase and delivery of equipment and seek potential sources of debt
and equity financing.

We erected a meteorological tower on a property in southwest
Saskatchewan for the purpose of determining whether the property possesses a
wind resource sufficient to justify the erection of wind turbines. This 12 month
study was completed during the quarter ended November 30, 2006. Data continues
to be collected, additional resource assessment reduces uncertainty in long term
yield projections.

We have determined that the Saskatchewan property has a wind
resource that warrants the erection of wind turbines. We must now negotiate a
lease, purchase or further land access agreement with the landowners and/or
surrounding land owners of the Saskatchewan property. Currently, all land owners
in the area have indicated their preference to retain ownership of their lands
and enter into a lease arrangement with us, although we have not reached any
formal agreement in this regard. Accordingly, we do not expect to incur any
expenses in connection with acquiring a property interest until the wind towers
have been erected. Annual land lease costs are estimated to be $60,000.

In 2007, we entered into a letter of intent with Sky Harvest
Windpower Corp. (Sky Harvest), a private Canadian company, whereby Keewatin
intends to acquire all of Sky Harvests issued and outstanding share capital.

Sky Harvest holds the rights to construct a wind power facility
on approximately 8,500 acres of land located in southwestern Saskatchewan. The
company has completed a wind resource assessment on the property that
demonstrates that the potential wind resource greatly exceeds the minimum
capacity factor necessary to justify the planning and construction of a 150
megawatt wind power project. The company is now in the process of completing the
necessary environmental assessment and permitting of the property. Sky Harvest
has also commenced initial discussions regarding the potential sale of
electricity that would be generated by a wind power facility.

In order to acquire a 100% interest in Sky Harvest, we have
agreed to issue a total of up to 17,343,516 restricted shares of common stock to
the shareholders of Sky Harvest, equating to 1.5 shares of common stock in our
capital for every currently issued common share of Sky Harvest.

Over the next twelve months, we anticipate spending $300,000 on
administrative costs, including management fees payable to our president,
professional fees and general business expenses, including costs related to
complying will our filing obligations as a reporting company. As our operations
become more complex, it is anticipated that these costs will increase. We intend
to cover these costs from current cash on hand.

To erect wind turbines on the Keewatin property, at an
anticipated cost of $67,250,000, we expect to raise up to 75%, or approximately
$50,000,000 by way of debt financing and 25%, or approximately $17,000,000
through the sale of our common stock. Additional funds will be required to
develop the Sky Harvest property following the completion of our acquisition of
the company.

The chartered banks in Canada, as well as many United States
financial institutions, each have departments that are familiar with financing
wind power projects and assessing the ability of companies with proposed
projects to generate profit through operations. These institutions may be
approached for debt financing following completion of our wind study and once we
have entered into an agreement in principal to sell the power to be generated
from the project. The factors that the banks consider in

---

- 5 -

providing the debt financing include wind study data, the size
and number of wind turbines to be erected and the price the purchaser has agreed
to pay for the power produced.

We have not had any specific communications with any
representative of a debt financing institution regarding our proposed wind power
project. Accordingly, we cannot guarantee that we will be able to raise 75% of
our required funds through debt financing. The following table discloses the
number of shares of common stock that we would have to issue in order to raise
the $25,000,000 in equity financing at various prices, resulting in dilution to
existing shareholders:

Price Per Share
    No. of Shares Issuable$2.00
    12,500,000$3.00
    8,333,333


Wind power generation companies typically make marginal profit
based upon the price they receive for each kilowatt hour of power they sell.
Government subsidies and credits add to the profit margin that such companies
realize.

We will intend to execute a power purchase agreement with a
utility in Saskatchewan or a neighboring jurisdiction. The agreement will
include the price to be paid for the electricity we produce in cents per
kilowatt hour and the term of the agreement. It will also be subject to us
obtaining the necessary financing to proceed with the wind power project.

Debt financiers will only provide us with the financing that we
require if our project will be economically viable based on the terms of the
power purchase agreement.

Cash Requirements

Over the next 12 months, we have estimated the following
operating expenses:

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


Over the next 12 months, we anticipate spending $300,000 on
administrative costs, including management fees payable to its President and
Directors, professional fees and general business expenses, including costs
related to complying with filing obligations as a reporting company.

Results of Operations

We are still in the development stage and did not earn any
revenue during the quarter ended February 29, 2008. We do not anticipate earning
any revenue until the completion of an environmental assessment on the property,
securing a power purchase agreement and erecting turbines on the land, of which
there is no guarantee.

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- 6 -

Three and Nine Months Summary

ThreeMonths
    Three
    
    
    NineEnded
    Months
    Percentage
    
    Months
    Nine Months
    PercentageFeb 29,
    Ended Feb
    Increase/
    
    Ended Feb
    Ended Feb
    Increase/2008
    28, 2007
    Decrease
    
    29, 2008
    28, 2007
    DecreaseRevenue
    -
    -
    N/A
    
    -
    -
    N/AExpenses
    $(69,311)
    $(384,517)
    (82%)
    
    $(135,052)
    $(413,744)
    (67.3%)Interest and Dividend Income
    $16,461
    $5,166
    219%
    
    $50,517
    $5,166
    877.9%Net Loss
    $(52,850)
    $(379,351)
    (86.1%)
    
    $(84,535)
    $(408,578)
    (79.3%)


We recorded a net operating loss of $(52,850) for the three
months ended February 29, 2008 and have an accumulated deficit of $(589,826)
since inception. As at February 29, 2008 we had cash of $177,356 and for the
next 12 months, management anticipates that the minimum cash requirements to
fund our proposed exploration program and our continued operations will be
$300,000 excluding costs of constructing the proposed wind turbine. Accordingly
we do not have sufficient funds to meet our planned expenditures over the next
12 months, and will need further financing in order to meet our anticipated
expenses for the construction of the wind turbine. See Future Financings,
below.

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production of our wind power projects. We do not anticipate earning
any revenue until the completion of an environmental assessment on our
properties, secure a power purchase agreement and erecting wind turbines on our
properties of which there is no guarantee.

Expenses

Our expenses for the second quarter and six months ended
February 29, 2008 and 2007 are outlined in the table below:

Three
    Three
    
    
    Nine
    NineMonths
    Months
    
    
    Months
    MonthsEnded
    Ended
    Percentage
    
    Ended
    Ended
    PercentageFeb 29,
    Feb 28,
    Increase/
    
    Feb 29,
    Feb 28,
    Increase/2008
    2007
    Decrease
    
    2008
    2007
    DecreaseManagement fees
    $25,550
    $98,877
    (74.2%)
    
    68,500
    113,877
    (39.8%)General and administrative
    $43,761
    $285,640
    (84.6%)
    
    66,552
    299,867
    (77.8%)Total Expenses
    $69,311
    $384,517
    (81.9%)
    
    $135,052
    $413,744
    (67.3%)


Operating expenses for the six months ended February 29, 2008
decreased by $315,206 as compared to the comparative period in 2007 primarily as
a result of stock based compensation being reduced from $365,508 in the period
ending February 28, 2007 to Nil in the period ending February 29, 2008.

Liquidity and Capital Resources

Working Capital

February 29,
    
    
    May 31,
    
    
    Percentage2008
    
    
    2007
    
    
    Increase/DecreaseCurrent Assets
    $
      1,549,856
    
    $
      449,185
    
    
      245%Current Liabilities
    $
      13,474
    
    $
      3,040
    
    
      343.2%Working Capital
    $
      1,536,382
    
    $
      446,145
    
    
      244.4%


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- 7 -

As at February 29, 2008, we had total assets of $1,565,712,
comprised principally of cash on hand of $177,356, and total liabilities of
$71,781, comprised primarily of management fees payable of $45,100. The increase
in assets during the period ended February 29, 2008 over the year ended May 31,
2007 is attributed to financing activities that resulted in net proceeds of
$1,163,249.

Cash Flows

|                                                  |   |                   |  |   |                   |  |  | Percentage | 
|------------------------------------------------- | - | ----------------- |  | - | ----------------- |  |  | ---------- | 
|                                                  |   | Nine Months Ended |  |   | Nine Months Ended |  |  | Increase/  | 
|                                                  |   | February 29 2008  |  |   | February 28 2007  |  |  | Decrease   | 
|Cash Flows from (used in)
      Operating         | $ | (81,024)          |  | $ | (14,443)          |  |  | 460.9%     | 
|Activities                                        |   |                   |  |   |                   |  |  |            | 
|Cash Flows from (used in)
      Financing         | $ | 1,163,249         |  | $ | 478,400           |  |  | 143.1%     | 
|Activities                                        |   |                   |  |   |                   |  |  |            | 
|Cash Flows provided by
      Investing Activities | $ | (1,354,054)       |  | $ | (50,000)          |  |  | 2608.1%    | 
|Net Increase in Cash During Period                | $ | (271,829)         |  | $ | 413,957           |  |  | (165.6%)   | 

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

Future Financings

We recorded a net operating loss of $84,535 for the third
quarter and nine months ended February 29, 2008 and have an accumulated deficit
of $589,826 since inception. As at February 29, 2008 we had cash of $177,356 and
for the next 12 months, management anticipates that the minimum cash
requirements to fund our proposed exploration program and our continued
operations will be $300,000 excluding costs of constructing the wind turbine.
Accordingly we have sufficient funds to meet our planned expenditures over the
next12 months, however, we will need further financing in order to meet our
anticipated expenses for the construction of the wind turbine.

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

We do not currently have any arrangements for financing and may
not be able to find such financing if required. The most likely sources of
future funds that will be available to us are through debt financing and through
the issuance of equity capital. We will only be able to secure debt financing
for wind turbines if it is able to prove that an economic wind resource exists
on a property that is acquired and that we have negotiated a power purchase
agreement with a credit worthy counter-party. We do not have any arrangements in
place for debt financing nor for the sale of our securities.

Off-Balance Sheet Arrangements

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

---

- 8 -

RISKS AND UNCERTAINTIES

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

Over the next12 months, we anticipate spending $300,000 on
administrative costs, including management fees payable to our President and
Directors, professional fees and general business expenses, including costs
related to complying with filing obligations as a reporting company. As our
operations become more complex, it is anticipated that these costs will
increase. To erect wind turbines on the property, at an anticipated cost of
$115,000,000, we expect to raise up to 75%, or approximately $86,000,000 by way
of debt financing and 25%, or approximately $29,000,000 through the sale of
common stock. It is unlikely that we will be able to make arrangements for debt
financing until our environmental assessment is completed, which is not expected
to occur until 2009 subject to the negotiation of a power purchase agreement
with a credit worthy counter-party. Cash on hand will not cover these costs. We
will need to acquire additional financing in order to cover remaining business
costs. We do not currently have any arrangements for financing and may not be
able to find such financing if required. The most likely sources of future funds
that will be available to us are through debt financing and through the issuance
of equity capital. We will only be able to secure debt financing for wind
turbines if it is able to prove that an economic wind resource exists on a
property that is acquired and that we have negotiated a power purchase agreement
with a credit worthy counter-party. We do not have any arrangements in place for
debt financing nor for the sale of our securities.

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

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

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

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

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

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

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

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- 9 -

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

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

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

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

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

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

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

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

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

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

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

---

- 10 -

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

---

- 11 -

securities. We believe that the penny stock rules discourage
investor interest in, and limit the marketability of, our common stock.

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

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

ITEM 3. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at February 29, 2008, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and our principal financial officer. Based on this evaluation,
our principal executive officer and our principal financial officer have
concluded that the design and operation of our disclosure controls and
procedures are effective as at the end of the period covered by this report.

There were no changes in our internal control over financial
reporting during the three months ended February 29, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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.

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- 12 -

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

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- 13 -

ITEM 6 EXHIBITS.

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

Exhibit No.
      Description3.1
      Articles of Incorporation
          (incorporated by reference from our Registration Statement on Form SB-2,
          filed on July 14, 2005)3.2
      Bylaws (incorporated by reference
          from our Registration Statement on Form SB-2, filed on July 14, 2005)4.1
      Form of Warrant Certificate
          for July 13, 2007 Private Placement (filed as an exhibit to our November
          30, 2007 Quarterly Report, filed on January 14, 2008)10.1
      Management Agreement (filed
          as an exhibit to registration statement on Form SB-2 dated July 14,
          2005).10.2
      Consent to Entry/Right of
          Access Agreement (filed as an exhibit to registration statement on Form
          SB-2 dated September 29, 2005).10.3
      Letter of Intent dated March
          27, 2007 between Keewatin Windpower Corp. and Sky Harvest Windpower
          Corp. (filed as an exhibit to our November 30, 2007 Quarterly Report,
          filed on January 14, 2008)10.4
      Form of Subscription Agreement
          for July 13, 2007 Private Placement for US Subscribers (filed as an
          exhibit to our November 30, 2007 Quarterly Report, filed on January
          14, 2008)10.5
      Form of Subscription Agreement
          for July 13, 2007 Private Placement for Non-US Subscribers (filed as
          an exhibit to our November 30, 2007 Quarterly Report, filed on January
          14, 2008)31.1
      Certification
          Statement of the Chief Executive Officer and Chief Financial Officer
          pursuant to Section 302 of the Sarbanes- Oxley Act of 200232.1
      Certification
          Statement of the Chief Executive Officer and Chief Financial Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act Of 2002


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- 14 -

SIGNATURES

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

|April 14, 2008 | KEEWATIN WINDPOWER CORP.                                         
|-------------- | -----------------------------------------------------------------
|               |                                                                  
|               |                                                                  
|               | By: /s/
      Chris Craddock                                     
|               |                                                                  
|               | Chris Craddock                                                   
|               | President, CEO, CFO, Treasurer, Secretary, Director              
|               | Principal Executive Officer and Principal Financial
      Officer

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

|April 14, 2008 | KEEWATIN WINDPOWER CORP.                                         
|-------------- | -----------------------------------------------------------------
|               |                                                                  
|               |                                                                  
|               | By:
      /s/ Chris Craddock                                     
|               |                                                                  
|               | Chris Craddock                                                   
|               | President, CEO, CFO, Treasurer, Secretary, Director              
|               | Principal Executive Officer and Principal Financial
      Officer

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