10-Q 1 g6544.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 000-52410 SKY HARVEST WINDPOWER CORP. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 West 73rd Avenue, 11th Floor, Vancouver, BC, Canada V6P 6G5 (Address of principal executive offices) (Zip Code) (604) 267-3041 Registrant's telephone number, including area code 890 West Pender Street, Suite 710, Vancouver, BC, Canada V6C 1J9 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 32,533,016 shares of common stock are issued and outstanding as of January 14, 2013 (including 15,680,016 shares of common stock reserved for issuance in exchange for certain outstanding exchangeable securities of the registrant). INDEX Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 3 CONSOLIDATED BALANCE SHEETS as of November 30, 2012 and 3 May 31, 2012 CONSOLIDATED STATEMENTS OF OPERATIONS for the Three Months and Six Months Ended November 30, 2012 and 2011, and for the period since inception 4 CONSOLIDATED STATEMENTS OF CASH FLOWS for the Six Months Ended November 30, 2012 and 2011, and for the period since inception 5 NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3 Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 PART II OTHER INFORMATION Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 20 SIGNATURES 22 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Sky Harvest Windpower Corp. (A Development Stage Company) Consolidated Balance Sheets (Expressed in US Dollars) (Unaudited)

~~August~~November 3130, May 31, 2012 2012 ---------- ---------- $ $ ASSETS CURRENT ASSETS Cash and cash equivalents ~~170~~151,~~303~~118 144,686 Other receivables 2,~~228~~178 11,557 Prepaid expenses ~~108~~7,509 882 ---------- ---------- TOTAL CURRENT ASSETS ~~172~~160,~~639~~805 157,125 ---------- ---------- Property and equipment, net (Note 4) 7170,~~477~~610 66,826 ---------- ---------- TOTAL ASSETS ~~244~~231,~~116~~415 223,951 ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Accounts payable ~~170~~191,~~085~~125 159,070 Accrued liabilities ~~6,958~~310 250 Due to related parties (Note 7) ~~106~~128,~~684~~264 86,003 Note payable (Note 5) 50,000 50,000 ---------- ---------- TOTAL LIABILITIES ~~333~~369,~~727~~699 295,323 ---------- ---------- STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock: Authorized: 10,000,000 shares, $0.001 par value Issued and outstanding: 1 share (May 31, 2012 - 1 share) -- -- Common Stock: Authorized: 100,000,000 shares, $0.001 par value Issued and outstanding: 32,553,016 shares (May 31, 2012 - 32,553,016 shares) 32,553 32,553 Additional paid-in capital 6,707,278 6,707,278 Common stock subscribed (Note 11) 6,750 6,750 Stock subscriptions receivable -- (49,500) Accumulated other comprehensive loss (7262,~~351~~449) (16,917) Deficit accumulated during the development stage (6,~~763~~822,~~841~~416) (6,751,536) ---------- ---------- TOTAL STOCKHOLDERS' DEFICIT (89138,~~611~~284) (71,372) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ~~244~~231,~~116~~415 223,951 ========== ========== ~~Continuing operations (Note 1) Commitments and contingencies (Note 11)~~

Continuing operations (Note 1) Commitments and contingencies (Note 11) (The accompanying notes are an integral part of these consolidated financial statements) 3 Sky Harvest Windpower Corp. (A Development Stage Company) Consolidated Statements of Operations (Expressed in US Dollars, except number of shares) (Unaudited)

Accumulated from February 25, 2005 For the For the ~~February~~For ~~25,~~the ~~2005~~For the (Date of Three ~~Months~~months Three ~~Months~~months ~~(Date~~Six ofmonths Six months Inception) to Ended Ended ~~August~~Ended 31Ended November 30, ~~August~~November 3130, ~~August~~November 3130, November 30, November 30, 2012 2012 2011 2012 2011 ------------ ------------ ------------ ------------ ------------ $ $ $ $ $ EXPENSES Consulting fees 450,934 -- 14502 -- 15,~~685~~187 Engineering and development ~~568~~585,~~528~~614 1517,~~605~~086 7350,~~293~~675 32,691 123,968 Management fees (Note 7) ~~749~~764,~~785~~969 1415,~~838~~184 1588,~~885~~632 30,022 104,517 Professional fees ~~533~~541,~~635~~719 218,~~859~~084 17,~~937~~797 29,943 35,734 General and administrative 1,~~813~~822,~~145~~733 109,~~583~~588 97,~~354~~313 20,171 16,667 Acquired development costs 242,501 -- -- -- -- ------------ ------------ ------------ ------------ ------------ Operating loss (4,~~358~~408,~~528~~470) (6249,~~885~~942) (~~131~~164,~~154~~919) (112,827) (296,073) OTHER INCOME (LOSS) Impairment loss (2,551,440) -- -- -- -- Interest income 89,391 -- -- 9 -- Foreign exchange gain (loss) 6860,~~723~~090 50(8,~~571~~633) (641,~~914~~808) 41,938 (48,722) Settlement of debt (11,987) -- -- -- 3,429 ------------ ------------ ------------ ~~Net~~------------ ~~loss~~------------ NET LOSS (6,~~763~~822,~~841~~416) (1258,~~305~~575) (~~134~~206,~~639~~727) ~~Other~~(70,880) ~~Comprehensive~~(341,366) ~~Income~~------------ ------------ ------------ ------------ ------------ OTHER COMPREHENSIVE INCOME (~~Loss~~LOSS) Foreign currency translation adjustments (7262,~~351~~449) 9,902 39,103 (5545,~~434~~532) 1049,~~273~~376 ------------ ------------ ------------ ~~Comprehensive~~------------ ~~loss~~------------ COMPREHENSIVE LOSS (6,~~836~~884,~~192~~865) (6748,~~739~~673) (~~124~~167,~~366~~624) (116,412) (291,990) ============ ============ ============ ~~Net~~============ ~~loss~~============ ~~per~~NET ~~common~~LOSS ~~share~~PER COMMON SHARE - ~~basic~~BASIC ~~and~~AND ~~diluted~~DILUTED (0.00) (0.01) (0.00) ~~----------~~(0.01) ~~----------~~============ ~~Weighted~~============ ~~average~~============ ~~number~~============ ofWEIGHTED ~~common~~AVERAGE ~~stock~~NUMBER ~~outstanding~~OF COMMON STOCK OUTSTANDING 32,553,000 3031,~~182~~702,000 ~~----------~~32,553,000 ~~----------~~29,958,000 ============ ============ ============ ============

(The accompanying notes are an integral part of these consolidated financial statements) 4 Sky Harvest Windpower Corp. (A Development Stage Company) Consolidated Statements of Cash Flows (Expressed in US Dollars) (Unaudited)

~~Deficit~~ Accumulated ~~Additional~~from ~~Common~~February ~~During~~25, 2005 For the ~~Preferred~~For ~~Common~~the ~~Paid-in~~(Date ~~Stock~~of ~~Development~~Six ~~Stock~~months ~~Amount~~Six ~~Shares~~months ~~Amount~~Inception) ~~Capital~~to ~~Subscribed~~Ended ~~Stage~~Ended ~~Total~~November #30, $November #30, $November $30, $2012 $2012 $2011 ------ ------ ---------- -------- --~~-------~~ ~~-------~~$ ~~----------~~$ ~~--------~~$ ~~Balance~~OPERATING -ACTIVITIES ~~February~~Net ~~25,~~loss ~~2005~~for the period (~~Date~~6,822,416) of(70,880) ~~Inception~~(341,366) --Adjustments --to --reconcile --net loss to net cash used in operating activities: Depreciation 24,224 516 350 Stock--based compensation 1,609,565 -- (4,897) Impairment loss 2,551,440 -- -- ~~Common~~Loss ~~stock~~(gain) ~~issued~~ on ~~March~~settlement 2,of ~~2005~~debt to11,987 ~~founders~~-- ~~for~~(3,429) ~~cash~~Acquired atdevelopment ~~$0.00167~~costs ~~per~~242,501 ~~share~~ -- -- 6Changes in operating assets and liabilities: Prepaid expenses 4,~~000,000~~625 (6,~~000~~627) 447,~~000~~858 Accrued interest 244 -- -- ~~10,000~~Accounts ~~Common~~payable ~~stock~~and ~~issued~~accrued ~~from~~liabilities ~~March~~173,769 432,115 ~~2005~~(9,075) toAccount ~~March~~receivable (20,535) ~~2005~~9,379 ~~for~~3,404 ~~cash~~Note atreceivable ~~$0.0033~~(280,000) ~~per share~~ -- -- 3Due to related parties 65,~~000,000~~030 341,~~000~~072 7(51,~~000~~081) ---------- ---------- ~~10,000~~---------- ~~Common~~NET ~~stock~~CASH ~~issued~~FLOWS on(USED ~~March~~IN) ~~31,~~PROVIDED ~~2005~~BY ~~for~~OPERATING ~~cash~~ACTIVITIES at(2,439,566) ~~$0.0167~~5,575 ~~per~~(358,236) ~~share~~ -- -------- ~~300,000 300 4,700~~ ---------- ---------- ~~5,000~~INVESTING ~~Common~~ACTIVITIES ~~stock~~Purchase ~~issued~~of ~~from~~equipment ~~April~~(25,164) 7(1,660) ~~2005~~-- toPurchase ~~April~~of 28short-term investments (2,472,839) ~~2005~~-- ~~for~~-- ~~cash~~Redemption atof ~~$0.0167~~short-term ~~per~~investments ~~share~~2,493,484 -- -- ~~480,000~~Cash ~~480~~acquired 7from acquisition 21,~~520~~016 -- -- ~~8,000~~---------- ~~Common~~---------- ~~stock~~---------- ~~issued~~NET ~~from~~CASH ~~May~~FLOWS 1,PROVIDED ~~2005~~BY to(USED ~~May~~IN) ~~25,~~INVESTING ~~2005~~ACTIVITIES ~~for~~16,497 ~~cash~~(1,660) ~~at $0.0167 per share~~ -- ---------- ~~690,000 690 10,810~~ ---------- ---------- ~~11,500~~FINANCING ~~Common~~ACTIVITIES Proceeds from common stock ~~issued~~issuances on2,415,249 ~~May~~49,500 29492,500 ~~2005~~Proceeds ~~for~~from ~~cash~~(repayment atof) ~~$0.0167~~related ~~per~~party ~~share~~loans --62,854 -- 60(144,~~000~~536) 60Proceeds 9from (repayment of) note payable 50,~~940~~000 -- -- (10,~~000~~324) ~~Net~~Proceeds ~~loss~~from ~~for~~swing ~~the~~sale ~~period~~disgorgement 118,900 -- 59,450 -- -- -- -- -- ~~(12,321) (12,321)~~ ---------- ---------- NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 2,647,003 49,500 397,090 ---------- ---------- ---------- Effect of exchange rate changes on cash (72,816) (46,983) 51,356 ---------- ---------- ---------- ~~Balance~~Increase -in ~~May~~cash and cash equivalents 151,118 316,432 ~~2005~~90,210 ~~carried~~Cash ~~forward~~and --cash equivalents -- ~~10,530,000~~beginning ~~10,530~~of ~~43,970~~period -- ~~(12~~144,~~321)~~686 4223,~~179~~465 ------ ------ ---------- -------- -- CASH AND CASH EQUIVALENTS - END OF PERIOD 151,118 151,118 113,675 ========== ========== ========== SUPPLEMENTARY DISCLOSURES: Interest paid -- -- -- ========== ========== ========== Income taxes paid -- -- -- ========== ========== ========== SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES: Stock issuance for acquisition 2,601,077 -- -- ========== ========== ========== Increase intangible asset due to acquisition 2,551,400 -- -- ========== ========== ========== Accounts payable increased due to acquisition 30,986 -- -- ========== ========== ========== Stock issuance for finders fee 8,250 -- ---- ========== ========== ==========

(The accompanying notes are an integral part of these consolidated financial statements) 5 Sky Harvest Windpower Corp. (A Development Stage Company) Notes to the Consolidated Financial Statements November 30, 2012 (Expressed in US Dollars) (Unaudited) 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Sky Harvest Windpower Corp. (the "Company") was incorporated in the State of Nevada on February 25, 2005. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES. Its activities to date have been limited to capital formation, organization, and development of its business plan for the exploration and development of wind power projects in Canada. Effective July 13, 2009, the Company acquired all the outstanding common stock of Sky Harvest Windpower (Saskatchewan) Corp. ("Sky Harvest - Saskatchewan"), a private company incorporated under the laws of Canada. On September 1, 2009, the Company completed a merger with its wholly-owned inactive subsidiary, Sky Harvest Windpower Corp., a Nevada corporation, which was incorporated solely to effect a change in the Company's name. As a result, the Company changed its name from Keewatin Windpower Corp. to Sky Harvest Windpower Corp. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, the successful exploitation of economically recoverable electricity in its wind power projects, and the attainment of profitable operations. As at November 30, 2012, the Company has accumulated losses of $6,822,416 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to raise additional funds through debt and equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will attempt to raise and on what terms. There is however no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company. 2. SIGNIFICANT ACCOUNTING POLICES a. Basis of Accounting The Company's consolidated financial statements are prepared using the accrual method of accounting. These consolidated statements include the accounts of the Company and its wholly-owned subsidiaries Keewatin Windpower Inc. and Sky Harvest - Saskatchewan. All significant intercompany transactions and balances have been eliminated. The Company has elected a May 31 year-end. b. Interim Financial Statements The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended May 31, 2012, included in the Company's Annual Report on Form 10-K filed on August 22, 2012 with the SEC. 6 Sky Harvest Windpower Corp. (A Development Stage Company) Notes to the Consolidated Financial Statements November 30, 2012 (Expressed in US Dollars) (Unaudited) The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the option of management, are necessary to present fairly the Company's financial position at November 30, 2012, and the results of its operations and cash flows for the three months and six months ended November 30, 2012. The results of operations for the three months and six months ended November 30, 2012, are not necessarily indicative of the results to be expected for future quarters or the full year. 3. RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 4. PROPERTY AND EQUIPMENT November 30, May 31, 2012 2012 Accumulated Net Carrying Net Carrying Cost Depreciation Value Value ------- ------- ------- ------- $ $ $ $ Computer equipment 7,750 (6,139) 1,611 310 Asset under construction 68,673 -- 68,673 66,060 Wind tower equipment 22,116 (21,790) 326 456 ------- ------- ------- ------- 98,539 (27,929) 70,610 66,826 ======= ======= ======= ======= 5. NOTE PAYABLE During the year ended May 31, 2011, the Company received advances from third parties in the amount of $60,324. During the year ended May 31, 2012, the Company repaid $10,324. At November 30, 2012, advances of $50,000 remain outstanding. The amount is unsecured, non-interest bearing and due on demand. 6. PREFERRED STOCK On July 11, 2009, the Company entered into a voting and exchange trust agreement among its subsidiary, Keewatin Wind Power Corp., and Valiant Trust Company (Valiant Trust) whereby the Company issued and deposited with Valiant Trust one special preferred voting share of the Company in order to enable Valiant Trust to execute certain voting and exchange rights as trustee from time to time for and on behalf of the registered holders of the preferred shares of Keewatin Wind Power Corp. Each preferred share of Keewatin Wind Power Corp. is exchangeable into one share of common stock of the Company at the election of the shareholder, or, in certain circumstances, of the Company. As of November 30, 2012, the Company had issued 885,000 shares of common stock to holders of 885,000 shares of exchangeable preferred shares of its subsidiary Keewatin Wind Power Corp., pursuant to them exercising their exchange rights. As of November 30, 2012, there were 15,680,016 outstanding exchangeable shares (May 31, 2012 - 15,680,016 shares). As the exchangeable shares have already been recognized in connection with the acquisition of Sky Harvest - Saskatchewan, the value ascribed to these shares on exchange is $Nil. 7 Sky Harvest Windpower Corp. (A Development Stage Company) Notes to the Consolidated Financial Statements November 30, 2012 (Expressed in US Dollars) (Unaudited) 7. RELATED PARTY TRANSACTIONS a) During the six months ended November 30, 2012, the Company incurred $30,023 (2011 - $30,657) to a company controlled by the President and principal shareholder of the Company for management services. As at November 30, 2012, the Company is indebted to that company and the Company's President for $60,124 (May 31, 2012 - $21,080), which is non-interest bearing, unsecured and due on demand. b) On June 18, 2010, the Company entered into a loan agreement with a director for $27,000 which is payable within three months a written demand is received from the note holder. The amount is unsecured and bears interest at 15% per annum. As at November 30, 2012, accrued interest of $9,942 was recorded. During the year ended May 31, 2011, the Company received an advance of $71,454 (CDN$71,000) from the same director. During the year ended May 31, 2012, the Company repaid $40,256 (CDN$40,000). At November 30, 2012, $31,198 (CDN$31,000) is unsecured, non-interest bearing and has no terms of repayment. These related party transactions are recorded at the exchange amount, being the amount established and agreed to by the related parties. 8. COMMON STOCK During the six months ended November 30, 2012, the Company received stock subscriptions of $49,500 for 198,000 shares of common stock issued on May 29, 2012. 9. STOCK BASED COMPENSATION On September 11, 2009, the Company's board of directors adopted the 2009 Stock Option Plan ("2009 Plan") which provides for the granting of stock options to acquire up to 2,900,000 common shares of the Company to eligible employees, officers, directors and consultants of the Company. At November 30, 2012, the Company had 1,650,000 shares of common stock available to be issued under the Plan. On March 10, 2011, the Company's board of directors adopted the 2011 Stock Option Plan ("2011 Plan") which provides for the granting of stock options to acquire up to 5,000,000 common shares of the Company to eligible employees, officers, directors and consultants of the Company. At November 30, 2012, the Company had 1,410,000 shares of common stock available to be issued under the Plan. The following table summarizes the continuity of the Company's stock options:

~~Deficit~~Weighted ~~Accumulated Additional Common During the Preferred Common Paid~~Weighted-inAverage ~~Stock~~Aggregate ~~Development~~Average ~~Stock~~Contractual ~~Amount~~Remaining ~~Shares~~Number ~~Amount~~of ~~Capital~~Exercise ~~Subscribed~~Term ~~Stage~~Intrinsic ~~Total~~Options #Price $(years) #Value ~~$ $ $ $ $~~ ------ -~~-----~~ -----~~-----~~ -------- -----~~----~~ ~~-------~~$ ~~----------~~$ ~~---------~~Outstanding: ~~Balance -~~ May, 31, ~~2005~~2011 ~~brought forward -- -- 10~~3,~~530~~183,~~000~~334 ~~10,530~~0.23 ~~43,970~~Granted ~~-- (12~~990,~~321) 42,179 Net loss for the year -- -- -- -- -- -- (57,544) (57,544) ------ ------ ---------- -------- --------- ------- ---------- --------- Balance - May 31, 2006 -- -- 10,530,~~000 0.10~~,530~~ ~~43,970~~ -- ~~(69,865) (15,365) Common stock subscribed~~ -- -- -- -- -- ~~500,500~~ -- ~~500,500~~Outstanding: Stock-based compensation -- -- -- -- 365,508 -- -- 365,508 Net loss for the year -- -- -- -- -- -- (435,426) (435,426) ------ ------ ---------- -------- --------- ------- ---------- --------- Balance - May 31, ~~2007~~2012 ~~carried~~and ~~forward~~November ~~-- -- 10~~30,~~530,000~~ ~~10,530~~2012 ~~409~~4,~~478 500~~173,~~500~~334 ~~(505,291) 415,217 ------ ------ ---------- -------- --------- ------- ---------- --------- Common stock issued on July 11, 2007 for cash at $~~0.7020 ~~per~~3.34 ~~share~~ -- --========= ~~715,000~~==== ~~715~~==== ~~499,785~~==== ~~(500,500)~~Exercisable: --November ~~-- Common stock issued on July 11~~30, ~~2007~~2012 ~~for finders' fees -- -- 71~~4,~~500 71 49~~173,~~979~~334 ~~-- -- 50,050 Common stock issued on July 27, 2007 for cash at $1~~0.20 ~~per~~3.34 ~~share~~ -- --========= ~~1,075,000~~==== ~~1,075~~==== 1,288,925 -- -- 1,290,000 One million share purchase warrants issued for finders' fee -- -- -- -- 321,279 -- -- 321,279 Finders' fees -- -- -- -- (498,080) -- -- (498,080) Net loss for the year -- -- -- -- -- -- (256,830) (256,830) ------ ------ ---------- -------- --------- ------- ---------- --------- Balance - May 31, 2008 -- -- 12,391,500 12,391 2,071,366 -- (762,121) 1,321,636 Common stock subscribed -- -- -- -- -- 6,750 -- 6,750 Net loss for the year -- -- -- -- -- -- (341,733) (341,733) ------ ------ ---------- -------- --------- ------- ---------- --------- Balance - May 31, 2009 carried forward -- -- 12,391,500 12,391 2,071,366 6,750 (1,103,854) 986,653 ------ ------ ---------- -------- --------- ------- ---------- ---------====

8 Sky Harvest Windpower Corp. (A Development Stage Company) Notes to the Consolidated Financial Statements November 30, 2012 (Expressed in US Dollars) (Unaudited) At November 30, 2012, there was $nil of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the 2009 Plan and 2011 Plan. 10. JOINT VENTURE On February 3, 2012, the Company and its joint venture partner incorporated a British Columbia corporation under the name Levant Energy Inc. ("Levant") for the purposes of developing underground natural gas storage plants in the Republic of Turkey. The Company will initially hold a 65% interest in Levant by investing $500,000. The investment is subject to certain conditions, including completion of further equity or debt funding in order to finance acquisition. The Company's joint venture partner will hold the remaining 35% interest in Levant. At November 30, 2012, the Company and its joint venture partner have not made any contribution to Levant and operations have not yet begun. 11. COMMITMENTS AND CONTINGENCIES a) On February 23, 2009, the Company entered into a consulting agreement with a consultant (the "Consultant"). Pursuant to the agreement, the Consultant provided investor relations services for the Company from February 24, 2009 to July 5, 2009. In consideration for the investor relations services, the Company agreed to pay the Consultant $5,000 per month and to issue 15,000 shares of the Company's common stock. At November 30, 2012, the fair value of the 15,000 shares issuable was $6,750 and is included in common stock subscribed. b) On February 3, 2012, the Company entered into a consulting agreement with a consultant. Pursuant to the agreement, the consultant will introduce the Company potential acquisition and investment opportunities in the energy sector, as well as any related sectors. If the Company completes an acquisition of any interest in any company or assets as a result of the consultant's introduction to investment opportunity, the Company shall pay the consultant a success fee equal to 10% of the value of the transaction in shares of the Company's common stock. The Company may also pay such success fees in cash, or a combination of shares and cash. If the Company completes transactions as a result of the consultant's introductions with an aggregate value of at least $3,000,000, including any concurrent financings, the consultant shall have the option to cause the Company to enter into an employment agreement with him, join the Company's Board of Directors, and be appointed as the Company's President and Chief Executive Officer. The term of the agreement is three years. 12. SUBSEQUENT EVENTS In accordance with ASC 855, SUBSEQUENT EVENTS, the Company has evaluated subsequent events through the date of issuance of the unaudited interim consolidated financial statements. Subsequent to the fiscal period ended November 30, 2012, the Company did not have any material recognizable subsequent events. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read together with our Consolidated Financial Statements and the Notes to those statements included elsewhere in this quarterly report on Form 10-Q and the Consolidated Financial Statements and the Notes to those statements included in our Form 10-K for the year ended May 31, 2012. Certain statements contained herein constitute "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases forward-looking statements can be identified by terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "intends," or similar terms. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of our company, its directors or its officers with respect to, among other things: (i) trends affecting our financial condition or results of operations, (ii) our business and growth strategies and (iii) our financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur. Our consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. In this quarterly report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock and the terms "we", "us" and "our", "the Company" and "Sky Harvest" mean Sky Harvest Windpower Corp., a Nevada corporation and its subsidiaries. CORPORATE OVERVIEW We were incorporated in the State of Nevada on February 25, 2005. We are a development stage company in the business of electrical power generation through the use of wind energy. We have not generated any revenue from operations since our incorporation. We do not anticipate earning any revenue until the completion of an environmental assessment on our properties, securing a power purchase agreement and erecting and commissioning wind turbines on our properties, of which there is no guarantee. RESULTS OF OPERATIONS The following summary of our results of operations should be read in conjunction with our unaudited interim consolidated financial statements for the fiscal quarter ended November 30, 2012, which are included herein. 10

~~Deficit~~Three ~~Accumulated~~months ~~Additional~~ended ~~Common~~November ~~Stock~~30, ~~Accumulated~~2012 ~~During~~2011 ~~the~~Increase/(Decrease) ~~Preferred Common Paid~~-~~in Stock Subscriptions Other Development Stock Amount Shares Amount Capital Subscribed Receivable Comprehensive Stage Total # $ # $ $ $ $ Loss $ $~~ ---- ----- ---------- -------- --------- --~~-----~~ ~~------~~$ ~~----------~~$ ~~----------~~$ ~~---------~~% ~~Balance~~Revenue -0 ~~May~~0 ~~31,~~0 ~~2009~~N/A ~~carried~~Expenses ~~forward -- -- 12~~49,~~391,500~~942 12164,~~391~~919 ~~2,071,366 6,750 -- --~~ (1114,~~103,854~~977) 986,653 Common stock issued pursuant to business acquisition -- -- 17,340,516 17,341 2,583,736 -- -- -- -- 2,601,077 Preferred stock issued pursuant to business acquisition 1 -- -- -- -- -- -- -- -- -- Stock-based compensation -- -- -- -- 589,514 -- -- -- -- 589,514 Accumulated other comprehensive loss -- -- -- -- -- -- -- (~~28,257~~69.7%) --Foreign exchange (~~28,257~~gain) ~~Net~~ loss ~~for~~8,633 ~~year~~41,808 ~~-- -- -- -- -- -- -- --~~ (133,~~549,409~~175) (~~1,549,409~~79.4%) ~~----~~Interest ~~-----~~income ~~----------~~0 ~~--------~~0 ~~---------~~0 N/A ------- -~~-----~~ ---------- ---------- ---------- ~~Balance~~Net -Loss ~~May 31~~58,575 ~~2010 1 -- 29~~206,~~732,016~~727 ~~29,732 5,244,616 6,750 --~~ (28148,~~257~~152) (~~2,653,263~~71.7%) ~~2,599,578 Stock~~-~~based compensation~~ -- -- -- -- ~~585,180~~ -- -- -- -- ~~585,180 Accumulated other comprehensive loss~~ -- -- -- -- -- -- -- ~~(54,188)~~ -- ~~(54,213)~~Six ~~Net~~months ~~loss~~ended ~~for~~November ~~the~~30, ~~year~~2012 --2011 ~~-- -- -- -- -- -- --~~ Increase/(~~3,484,264~~Decrease) ~~(917,550)~~ ---- ----- ---------- -------- --------- --~~-----~~ ~~-------~~$ ~~----------~~$ ~~----------~~$ ~~----------~~% ~~Balance~~Revenue -0 ~~May~~0 ~~31,~~0 ~~2011~~N/A 1Expenses ~~-- 29~~112,~~732,016~~827 29296,~~732~~073 5183,~~829,796~~246 ~~6,750~~61.9% --Foreign ~~(82,445)~~exchange (~~6,137,527~~gain) loss (~~353~~41,~~694~~938) ~~Stock-based compensation -- -- -- -- 64~~48,~~403~~722 ~~-- -- -- -- 64~~(90,~~403~~660) ~~Accumulated~~N/A ~~other~~Interest ~~comprehensive~~income ~~loss~~(9) ~~-- -- -- -- -- -- -- 65,528 -- 65,528 Common stock issued on June 21, 2011 for cash at $~~0~~.25~~ ~~per~~(9) ~~share~~N/A --Settlement --of ~~1,970,000~~debt ~~1,970 490,530 -- -- -- -- 492,500 Common stock issued on May 29, 2012 for cash at $~~0~~.25~~ ~~per share -- -- 818,000 818 203,682 --~~ (493,~~500~~429) ~~-- -- 155~~3,~~000~~429 ~~Common~~100% ~~stock issued on May 29, 2012 for finders fees at $0.25 per share~~ -- -- ~~33,000 33 (33)~~ -- -- -- -- -- ~~Disgorgement of swing trading profits~~ -- -- -- -- ~~118,900~~ -- -- -- -- ~~118,900 Net loss for the year~~ -- --Net --Loss --70,880 --341,366 ~~-- -- --~~ (~~614~~270,~~009~~486) (~~614,009~~79.2%) ---- ----- ---------- -------- --------- ------- ------- ---------- ---------- ---------- Balance - May 31, 2012 1 -- 32,553,016 32,553 6,707,278 6,750 (49,500) (16,917) (6,751,536) (71,372) ==== ===== ========== ======== ========= ======= ======= ========== ========== ==========

REVENUES We recorded a net operating loss of $58,575 for the fiscal quarter ended November 30, 2012 and have an accumulated deficit of $6,822,416 since inception. We have had no operating revenue since our inception on February 25, 2005 through to the fiscal quarter ended November 30, 2012. We anticipate that we will not generate any revenue while we are a development stage company. EXPENSES Our expenses for the three and six months ended November 30, 2012 and 2011 are outlined below:

~~Accumulated~~Six ~~from~~months ~~For~~ended ~~the~~November ~~For the February 25~~30, ~~2005~~2012 ~~Three~~2011 ~~Months Three Months~~ Increase/(~~Date of Inception~~Decrease) ~~to Ended Ended August 31, August 31, August 31, 2012 2012 2011~~ -------- -- ------ ---- --------------- $ $ $ ~~OPERATING~~% ~~ACTIVITIES~~Consulting ~~Net~~fees ~~loss~~0 ~~for the period (6~~15,~~763,841)~~187 (1215,~~305~~187) (~~134,639~~100.0%) ~~Adjustments~~Engineering toand reconcile net loss to net cash used in operating activities: Depreciation 23,923 215 178 Stock-based compensation 1,609,565 -- (502) Impairment loss 2,551,440 -- -- Loss (gain) on settlement of debt 11,987 -- (3,334) Acquired development ~~costs 242~~32,~~501~~691 ~~-- -- Changes in operating assets and liabilities: Prepaid expenses 12~~123,~~026~~968 ~~774 49,068 Accrued interest 244 -- 1,050 Accounts payable and accrued liabilities 159,378 17,724~~ (4491,~~459~~277) ~~Account receivable~~ (~~20,585~~73.6%) ~~9,329~~Management ~~5,688~~fees ~~Note receivable (280~~30,~~000)~~022 ~~-- -- Due to related parties 43~~104,~~198~~517 ~~19,240~~ (6974,~~916~~495) ~~---------- ---------- ---------- NET CASH FLOWS USED IN~~ (~~PROVIDED BY~~71.3%) ~~OPERATING~~Professional ~~ACTIVITIES~~fees (229,~~410,164)~~943 3435,~~977~~734 (~~196~~5,~~866~~791) ~~---------- ---------- ---------- INVESTING ACTIVITIES Purchase of equipment~~ (~~25,164) (1,660) -- Purchase of short-term investments (~~16.2~~,472,839~~%) --General --and ~~Redemption~~administrative ~~of short-term investments 2~~20,~~493,484~~171 ~~-- -- Cash acquired from acquisition 21,016 -- -- ---------- ---------- ---------- NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES~~ 16,~~497~~667 (13,~~660)~~504 --21.0% ---------- ---------- ---------- ~~FINANCING ACTIVITIES Proceeds from common stock issuances 2,415,249 49,500 492,500 Proceeds from (repayment of) related party loans 62,854~~ -- ~~(142,940) Proceeds from (repayment of) note payable 50,000~~ -- ~~(10,324) Proceeds from swing sale disgorgement 118,900~~ -- ~~59,450~~ --~~--------~~ ~~----------~~Net ~~----------~~Operating ~~NET~~Loss ~~CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 2~~112,~~647,003~~827 49296,~~500~~073 ~~398,686 ---------- ---------- ---------- Effect of exchange rate changes on cash~~ (83183,~~033~~246) (~~57,200~~61.9%) ~~10,716~~ ---------- ---------- ---------- ~~Increase in cash and cash equivalents 170,303 25,617 212,536 Cash and cash equivalents~~ - ~~beginning of period~~ -- ~~144,686 23,465~~ ---------- ---------- ---------- CASH AND CASH EQUIVALENTS - END OF PERIOD 170,303 170,303 236,001 ========== ========== ========== Supplementary disclosures: Interest paid -- -- -- Income taxes paid -- -- -- ---------- ---------- ---------- Significant non-cash investing and financing activities: Stock issuance for acquisition 2,601,077 -- -- Increase intangible asset due to acquisition 2,551,400 -- -- Accounts payable increased due to acquisition 30,986 -- -- Stock issuance for finders fee 8,250 -- -- ---------- ---------- ----------

Consulting expenses decreased by $502 in the three month period ended November 30, 2012 compared to the three month period ended November 30, 2011, and by $15,187 in the six month period ended November 30, 2012 compared to the six month period ended November 30, 2011. We have not paid any consulting fees during the current fiscal year. Engineering and development expenses decreased by $33,589 in the three month period ended November 30, 2012 compared to the three month period ended November 30, 2011, and by $91,277 in the six month period ended November 30, 2012 compared to the six month period ended November 30, 2011. This decrease is a result of a decline in development and maintenance work on our wind power projects. Management fees decreased by $73,448 in the three month period ended November 30, 2012 compared to the three month period ended November 30, 2011, and by $74,495 in the six month period ended November 30, 2012 compared to the six month period ended November 30, 2011. This decrease relates to a decrease in fees paid to William Iny, our president and one of our directors, for management services. Professional fees, consisting primarily of legal and accounting costs, decreased by $9,713 in the three month period ended November 30, 2012 compared to the three month period ended November 30, 2011, and decreased by $5,791 in the six month period ended November 30, 2012 compared to the six month period ended November 30, 2011. This decrease was due to lower accounting and legal costs that we incurred in the quarter. General and administrative expenses increased by $2,275 in the three month period ended November 30, 2012 compared to the three month period ended November 30, 2011, and by $3,504 in the six month period ended November 30, 2012 compared to the six month period ended November 30, 2011. FOREIGN EXCHANGE (GAIN) LOSS Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign exchange gains and losses arise from the translation of transactions in Canadian dollars into US dollars. Foreign currency exchange rates fluctuate, and gains and losses resulting from these fluctuations recognized as they occur. Company has not, to the date of this report, utilized derivative instruments to offset the impact of foreign currency fluctuations. INTEREST INCOME We generated nominal interest of $9 in the six month period ended November 30, 2012. The Company has redeemed funds previously held in term deposits in order to fund development of its wind power projects and continued corporate operations. 12 LIQUIDITY AND CAPITAL RESOURCES Our financial condition as at November 30, 2012, and May 31, 2012, our fiscal year end, and the changes for on those dates are summarized as follows: WORKING CAPITAL November 30, May 31, 2012 2012 Increase/(Decrease) -------- -------- ------------------- $ $ $ % Current Assets 160,805 157,125 3,680 2.3% Current Liabilities 369,699 295,323 74,376 25.2% -------- -------- -------- -------- Working Capital (208,894) (138,198) (70,696) (51.2%) -------- -------- -------- -------- The $70,696 decrease in our working capital position from May 31, 2012, the date of our most recently fiscal year end, to November 30, 2012 was primarily due to operating expenses that we have incurred since the beginning of the current fiscal year. Subsequent to May 31, 2012, we received $49,500 in proceeds relating to a private placement that we announced in the prior fiscal year. CASH FLOWS

~~Three~~Six months ended ~~August~~November 3130, 2012 2011 Increase/(Decrease) -------- -------- --------------------- $ $ $ % Cash Flows ~~provided~~from by (used in) Operating Activities 345,~~977~~575 (~~196~~358,~~866~~236) ~~231~~363,~~843~~811 N/A Cash Flows provided by (used in) Investing Activities (1,660) --0 (1,660) ~~N/A~~(100%) Cash Flows provided by Financing Activities 49,500 ~~398~~397,~~686~~090 (~~349~~347,~~186~~590) (87.65%) Effect of exchange rate changes on cash (5746,~~200~~983) 1051,~~716~~356 (6798,~~916~~339) ~~(633.8%)~~N/A -------- -------- -------- -------- Net increase (decrease) in cash during period 256,~~617~~432 ~~212~~90,~~536~~210 (~~186~~83,~~919~~778) (8792.9%) ~~========~~-------- ~~========~~-------- ~~========~~-------- ~~========~~-------

During the six months ended November 30, 2012, we received net cash flows from operating activities in the amount of $5,575. The $49,500 in cash flows provided by financing activities during the six months ended November 30, 2012 consisted of private placement proceeds. DISCLOSURE OF OUTSTANDING SHARE DATA WARRANTS None SHARE OPTIONS From time to time, we have granted stock options to directors, officers and key advisors to acquire shares of our common stock. 13 A summary of our stock option activity is as follows: Weighted Average Number of Exercise Options Price ------- ----- $ Balance as at May 31, 2011 3,183,334 0.23 Granted 990,000 0.10 --------- ----- Outstanding: May 31, 2012 and November 30, 2012 4,173,334 0.20 --------- ----- Exercisable: November 30, 2012 4,173,334 0.20 ========= ===== FUTURE FINANCINGS We recorded a comprehensive loss of $48,673 for the three month period ended November 30, 2012 and have an accumulated deficit of $6,822,416 since inception. As of November 30, 2012 we had cash and cash equivalents totaling $151,118 (May 31, 2012 - $144,686). As of the date of this report, management anticipates that we will require at least $750,000 to fund our corporate operations and wind power property development program for the next 12 months. As well, we will require approximately an additional $370,000 to cover our current outstanding liabilities. Accordingly, we do not have sufficient funds to meet our planned expenditures over the next 12 months. In addition, we will require further financing in order to fund our anticipated expenses for the construction of the proposed wind turbine project. We have begun sourcing additional debt or equity financing to cover the balance of the anticipated costs for the next 12 months. However, there is no assurance that we will successfully complete this financing. We have not had any specific communications with any representative of a debt financing institution regarding our proposed wind power project. We will only be able to secure debt financing for wind turbines if we are able to prove that an economic wind resource exists on a site over which we have acquired the rights to erect turbines and that we have negotiated a power purchase agreement with a credit-worthy counter-party. We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. We may also seek to raise additional cash by the issuance of debt instruments. As of the date of this report, there is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our exploration and development activities during the next 12 month period. OFF BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. RISKS RELATED TO OUR BUSINESS IF WE DO NOT OBTAIN ADDITIONAL FINANCING OUR BUSINESS WILL FAIL. Over the next 12 months, we expect to spend approximately $250,000 on administrative costs, including management fees payable to our President, professional fees and general business expenses, including costs related to complying with our filing obligations as a reporting company. As our operations 14 become more complex, it is anticipated that these costs will increase. We also expect to incur a further $65,000 in pre-development costs related to our wind power projects. As of the date of this report, we do not have sufficient cash on hand to fund these expenditures. We will need to raise additional debt or equity financing in order to cover remaining business costs. BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE. We have not yet commenced business operations as an independent power producer; accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on February 25, 2005 and to date have been involved in conducting land assessments, acquiring leasehold interests in properties having the potential for wind power development, raising financing and completing wind, environmental and community assessments. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. Prior to earning revenue, of which there is no assurance, we will likely incur significant costs and expect to incur significant losses in the foreseeable future. If we are unable to acquire a property interest and erect a wind farm on our property, we will not earn profits nor be able to continue operations. BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE. We have incurred losses since our inception. Further losses are anticipated in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent in the short to medium term on our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, and in the longer term, on upon our ability to generate profitable operations in the future. If we cannot raise financing to meet our obligations, we will be insolvent and will cease business operations. IF WE ARE NOT ABLE TO OBTAIN AN INTEREST IN A SUITABLE PROPERTY WITH A POTENTIAL WIND RESOURCE, OUR BUSINESS WILL FAIL. Third parties own the lands on which we will seek to construct wind projects. We have entered into land lease agreements covering approximately 15,520 acres that relate to our primary project, which is located in southwestern Saskatchewan, which we refer to as the Sky Harvest Project. These agreements allow us to erect wind turbines and install ancillary equipment, subject, in certain circumstances, to the payment of lease payments prior to construction of the project. Even though we own leasehold interests in these properties, we may not be able to obtain the financing necessary to complete lease obligations. If we are unable to maintain our property interests, our business will fail. We will need to enter into land leases or other appropriate agreements in order to erect wind turbines and install ancillary equipment on the Keewatin Project and Matador Project sites, which are also located in southwestern Saskatchewan. We have entered into agreements to operate meteorological towers on the properties comprising the Keewatin and Matador Projects in southwestern Saskatchewan. However, we do not yet have an arrangement whereby we may erect turbines on the properties. FUTURE CHANGES IN WEATHER PATTERNS COULD NEGATIVELY IMPACT OUR BUSINESS, REDUCING POTENTIAL PROFITABILITY OR CAUSING OUR BUSINESS TO FAIL. Changes in weather patterns may affect our ability to operate a wind power project on any property we acquire. Wind data that we collect from a meteorological tower may vary from results actually achieved when a wind turbine 15 is installed. Changing global environmental and weather conditions may also affect the reliability of the data relating to a property. Any wind farm that we develop, no matter where it is located, would be subject to variations in wind and changes in worldwide climatic conditions. Sudden or unexpected changes in environmental and meteorological conditions could reduce the productivity of any wind farm we construct. Climatic weather patterns, whether seasonal or for an extended period of time, resulting in lower, inadequate and/or inconsistent wind speed to propel the wind turbines may render our wind parks incapable of generating adequate, or any, electrical energy. OUR ABILITY TO ERECT TURBINES ON A PROPERTY IN SASKATCHEWAN WILL BE CONTINGENT UPON IT OBTAINING ENVIRONMENTAL AND MUNICIPAL PERMITS. IF IT CANNOT ACQUIRE THESE PERMITS, OUR BUSINESS WILL FAIL. In order to erect turbines on the Saskatchewan property, we must excavate portions of the land and install concrete platforms below surface. Before we commence this, we will need to obtain environmental and municipal permits from the Saskatchewan provincial government and the town responsible for the property interest it acquires. Depending on environmental impact, our proposed land disturbance may be unacceptable to these government bodies. In addition, the turbines themselves may be seen to have a negative impact on the aesthetics of the region. These factors may prevent us from obtaining necessary permits. In such circumstances, we would be forced to abandon our business plan. IF WE CANNOT REACH AN AGREEMENT WITH A JOINT VENTURE DEVELOPER AND OPERATOR OUR BUSINESS WILL FAIL. As presently constituted, we do not have the skills and expertise necessary to build and operate a wind farm. Our management has never been involved in the construction or operation of a wind power project and does not have any technical background in the sector. IF WE CANNOT FIND A JOINT VENTURE PARTNER FOR OUR PROJECTS OR A PARTY WHICH WILL PURCHASE OUR ELECTRICITY ON ACCEPTABLE TERMS, WE WILL NOT BE ABLE TO ESTABLISH A WIND POWER PROJECT AND OUR BUSINESS WILL FAIL. Even if we demonstrate a significant wind resource on a property that we acquire, we may not be able to secure a joint venture partner to further develop a project or a purchaser for any electricity that we produce on acceptable terms. Without a purchaser for electricity from a property, we will not be able to proceed with our business plan. BECAUSE ALL OF OUR ASSETS, AND OUR DIRECTORS AND OFFICERS ARE LOCATED IN CANADA, U.S. RESIDENTS' ENFORCEMENT OF LEGAL PROCESS MAY BE DIFFICULT. All of our assets are located in Canada. In addition, our sole officer and half of our directors reside in Canada. Accordingly, service of process upon our company, or upon individuals related to Sky Harvest, may be difficult or impossible to obtain within the United States. As well, any judgment obtained in the United States against us may not be collectible within the United States. RISKS RELATED TO OUR COMMON STOCK A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE FURTHER WORKING CAPITAL, IT MAY ADVERSELY IMPACT OUR ABILITY TO CONTINUE OPERATIONS AND WE MAY GO OUT OF BUSINESS. A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity 16 securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may force us to reallocate funds from other planned uses which may have a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business. IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF OUR EXISTING SHAREHOLDERS. Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation. TRADING ON THE OTC MARKETS 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 Markets. Trading in stock quoted on the OTC Markets 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 Markets is not a stock exchange, and trading of securities on the OTC Markets 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 17 market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock. FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission (see above for a discussion of penny stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable ITEM 4. CONTROLS AND PROCEDURES. As required by Rule 13a-15 under the Exchange Act, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at November 30, 2012, which is the end of the period covered by this report. This evaluation was carried out by our principal executive officer and principal financial officer. Based on this evaluation, our principal executive officer and principal financial officer has concluded that the design and operation of our disclosure controls and procedures were effective as at the end of the period covered by this report. Based on his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of November 30, 2012 and were subject to material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting using the criteria established in the COSO, namely: 1. Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; and 2. Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. 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. 18 During the three months ended November 30, 2012, our internal control over financial reporting was not subject to any changes. PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is not a party to any material legal proceedings that have been commenced or are pending. ITEM 1A. RISK FACTORS. Not applicable ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. Mine Safety Disclosures Not applicable ITEM 5. OTHER INFORMATION. None 19 ITEM 6. EXHIBITS

Filed Exhibit with this Description No. Form Filing date Form 10-Q ----------- --- ---- ----------- --------- ARTICLES OF INCORPORATION AND BYLAWS Articles of Incorporation 3.1 SB-2 July 14, 2005 Bylaws 3.2 SB-2 July 14, 2005 Certificate of designation 3.3 8-K July 13, 2009 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS Form of Warrant Certificate for July 13, 2007 Private 4.1 10-QSB January 14, 2008 Placement MATERIAL CONTRACTS--FINANCING AGREEMENTS Form of Subscription Agreement for July 13, 2007 10.2 10-QSB January 14, 2008 Private Placement for US Subscribers Form of Subscription Agreement for July 13, 2007 10.3 10-QSB January 14, 2008 Private Placement for Non-US Subscribers MATERIAL CONTRACTS--OTHER Consent to Entry/Right of Access Agreement between 10.4 SB-2 September 29, 2005 Keewatin Windpower Corp. and Edward and Charlotte Bothner, dated August 23, 2005 Letter of Intent between Keewatin Windpower Corp. and 10.5 10-QSB January 14, 2008 Sky Harvest Windpower Corp. dated March 27, 2007 Loan Agreement between Sky Harvest Windpower Corp. 10.6 10-QSB January 14, 2009 and Keewatin Windpower Corp. dated September 23, 2008 Promissory Note of Sky Harvest Windpower Corp. dated 10.7 10-QSB January 14, 2009 September 23, 2008 Financial Communications and Strategic Consulting 10.8 8-K March 3, 2009 Agreement with Aspire Clean Tech Communications, Inc. dated February 23, 2009 Promissory Note of Sky Harvest Windpower Corp. dated 10.9 10-Q ~~August~~November 3130, 2009 September 23, 2008 Loan Agreement between Sky Harvest Windpower Corp. 10.10 10-Q November 30, 2009 and Keewatin Windpower Corp. dated January 28, 2009 Share exchange agreement between Keewatin Windpower 10.11 8-K July 10, 2009 Corp. and Sky Harvest Windpower Corp. dated May 11, 2009 Exchangeable share support agreement between Keewatin 10.12 8-K July 10, 2009 Windpower Corp. and Keewatin Windpower Inc. dated May 11, 2009 Voting and exchange trust agreement between Keewatin 10.13 8-K July 10, 2009 Windpower Corp., Keewatin Windpower Inc. and Valiant Trust Company dated May 11, 2009

Loan Agreement between Sky Harvest Windpower Corp. 10.10 10-Q August 31, 2009 and Keewatin Windpower Corp. dated January 28, 2009 Share exchange agreement between Keewatin Windpower 10.11 8-K July 10, 2009 Corp. and Sky Harvest Windpower Corp. dated May 11, 2009 Exchangeable share support agreement between Keewatin 10.12 8-K July 10, 2009 Windpower Corp. and Keewatin Windpower Inc. dated May 11, 2009 Voting and exchange trust agreement between Keewatin 10.13 8-K July 10, 2009 Windpower Corp., Keewatin Windpower Inc. and Valiant Trust Company dated May 11, 2009 Articles of Merger filed between Keewatin Windpower 10.14 8-K September 17, 2009 Corp. and Sky Harvest Windpower Corp. filed September 1, 2009 Adoption of 2009 Stock Option Plan dated September 10.15 8-K September 23, 2009 11, 2009 CODE OF ETHICS Code of Ethics 14.1 10-K August 31, 2009 Certification Statement of the Chief Executive 31.1 * Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 Certification Statement of the Chief Executive 32.1 * Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 Interactive Data Files pursuant to Rule 405 of 101 * Regulation S-T.

21 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SKYHARVEST WINDPOWER CORP. /s/ William Iny ------------------------------------------- William Iny Chief Executive Officer and Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer Date: January 14, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /s/ William Iny ------------------------------------------- William Iny Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director, Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer Date: January 14, 2013 22

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