UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended February 28, 2007
[ ] 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 Pending
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
666 Burrard Street, Suite 617
Vancouver, BC, Canada V6C 2X8
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (778) 835-7980
409 Granville Street, Suite 603, Vancouver, B.C., V6C 1T2
(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 [X] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,530,000 shares of $0.001 par value
common stock outstanding as of April 18, 2007.
Keewatin Windpower Corp.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
(unaudited)
February 28, May 31,
2007 2006
$ $
-------- --------
ASSETS
Current Assets
Cash and cash equivalents 416,958 3,001
Short term investment 50,432 --
Prepaid expenses -- 1,338
-------- --------
Total Current Assets 467,390 4,339
Property and equipment, net (Note 4) 16,976 20,096
-------- --------
Total Assets 484,366 24,435
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Liabilities
Accounts payable 2,772 --
Accrued liabilities 1,930 --
Loans payable to related party (Note 5) -- 22,100
Management fees payable (Note 5) 37,600 17,700
-------- --------
Total Liabilities 42,302 39,800
-------- --------
Contingencies (Note 2)
Stockholders' Equity (Deficiency)
Preferred Stock:
Authorized: 10,000,000 shares, $0.001 par value
Issued and outstanding: None -- --
Common Stock:
Authorized: 100,000,000 shares, $0.001 par value
Issued and outstanding: 10,530,000 shares as of February 28,
and May 31, 2006 10,530 10,530
Additional paid-in capital 409,478 43,970
Common stock subscribed (Note 6) 500,500 --
Deficit accumulated during the development stage (478,444) (69,865)
-------- --------
Total Stockholders' Equity (Deficiency) 442,064 (15,365)
-------- --------
Total Liabilities and Stockholders' Equity (Deficiency) 484,366 24,435
======== ========
(The accompanying notes are an integral part of these financial statements)
2
Keewatin Windpower Corp.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(unaudited)
Accumulated from
February 25, 2005 For the For the For the For the
(Date of Inception) Three Months Three Months Nine Months Nine Months
To Ended Ended Ended Ended
February 28, February 28, February 28, February 28, February 28,
2007 2007 2006 2007 2006
$ $ $ $ $
---------- ---------- ---------- ---------- ----------
Expenses
Management fees 152,577 98,877 900 113,877 12,300
General and administrative 331,033 285,640 10,015 299,867 23,334
---------- ---------- ---------- ---------- ----------
Operating loss 483,610 384,517 10,915 413,744 35,634
---------- ---------- ---------- ---------- ----------
Other Income
Interest income (5,166) (5,166) -- (5,166) --
---------- ---------- ---------- ---------- ----------
Net loss 478,444 379,351 10,915 408,578 35,634
========== ========== ========== ========== ==========
Net loss per common share -
basic and diluted (0.04) -- (0.04) --
========== ========== ========== ==========
Weighted average number of
common stock outstanding 10,530,000 10,530,000 10,530,000 10,530,000
========== ========== ========== ==========
(The accompanying notes are an integral part of these financial statements)
3
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 28, February 28, February 28,
2007 2007 2006
$ $ $
-------- -------- --------
Operating activities
Net loss for the period (478,444) (408,578) (35,634)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 3,837 3,120 --
Stock-based compensation 365,508 365,508 --
Changes in operating assets and liabilities:
Deposit -- -- (25,043)
Prepaid expenses -- 1,338 --
Accrued interest (432) (432) --
Accounts payable and accrued liabilities 4,701 4,701 --
Management fees payable 37,600 19,900 --
-------- -------- --------
Net cash flows (used in) operating activities (67,229) (14,443) (60,677)
-------- -------- --------
Investing activities
Purchase of equipment (20,813) -- --
Purchase of short term investment (50,000) (50,000) --
-------- -------- --------
Net cash flows (used in) investing activities (70,813) (50,000) --
-------- -------- --------
Financing activities
Proceeds from common stock issuances 54,500 -- --
Proceeds from common stock subscriptions 500,500 500,500 --
(Repayment of) / Proceeds from related party loans -- (22,100) 20,300
-------- -------- --------
Net cash flows provided by financing activities 555,000 478,400 20,300
-------- -------- --------
Increase (decrease) in cash and cash equivalents 416,958 413,957 (40,377)
Cash and cash equivalents - beginning of period -- 3,001 40,844
-------- -------- --------
Cash and cash equivalents - end of period 416,958 416,958 467
======== ======== ========
Supplementary disclosures
Interest paid -- --
Income taxes paid -- --
======== ========
(The accompanying notes are an integral part of these financial statements)
4
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, 2006.
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,
2006, has been omitted. The results of operations for the nine-month period
ended February 28, 2007 are not necessarily indicative of results that may be
expected for the fiscal year ending May 31, 2007.
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 28,
2007, the Company has accumulated losses of $477,617 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.
Management plans to raise additional funds through debt or equity offerings.
Management has yet to decide what type of offering the Company will use of
how much capital the Company will attempt to raise. There is no guarantee
that the Company will be able to raise any capital through any type of
offering. During the period ended February 28, 2007, the Company received
$500,500 in share subscription proceeds, but to date has not issued any
shares.
3. Recent Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
No. 159, "THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115". This
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No. 159
apply only to entities that elect the fair value option. However, the
amendment to SFAS No. 115 "ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES" applies to all entities with available-for-sale and
trading securities. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "FAIR VALUE MEASUREMENTS". The adoption of this
statement is not expected to 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 an
qualitative factors. SAB No. 108 is effective for fiscal years ending after
November 15, 2006. The Company is currently evaluating the impact of adopting
SAB No. 108 but does not expect that it will have a material effect on its
financial statements.
5
Keewatin Windpower Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US Dollars)
(unaudited)
3. Recent Accounting Pronouncements (continued)
In September 2006, the 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 adoption of this statement is not expected to have a material
effect on the Company's future reported financial position or results of
operations.
In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS".
The objective of SFAS 157 is to increase consistency and comparability in
fair value measurements and to expand disclosures about fair value
measurements. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No.
157 are effective for fair value measurements made in fiscal years beginning
after November 15, 2007. The adoption of this statement is not expected to
have a material effect on the Company's future reported financial position or
results of operations.
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 is not expected to have a material effect on the Company's
future reported financial position or results of operations.
In March 2006, the FASB issued SFAS No. 156, "ACCOUNTING FOR SERVICING OF
FINANCIAL ASSETS, AN AMENDMENT OF FASB STATEMENT NO. 140, ACCOUNTING FOR
TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF
LIABILITIES". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the
amortization and impairment requirements of Statement No. 140. The subsequent
measurement of separately recognized servicing assets and servicing
liabilities at fair value eliminates the necessity for entities that manage
the risks inherent in servicing assets and servicing liabilities with
derivatives to qualify for hedge accounting treatment and eliminates the
characterization of declines in fair value as impairments or direct
write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.
In February 2006, the FASB issued SFAS No. 155, "ACCOUNTING FOR CERTAIN
HYBRID FINANCIAL INSTRUMENTS-AN AMENDMENT OF FASB STATEMENTS NO. 133 AND
140", to simplify and make more consistent the accounting for certain
financial instruments. SFAS No. 155 amends SFAS No. 133, "ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES", to permit fair value
re-measurement for any hybrid financial instrument with an embedded
derivative that otherwise would require bifurcation, provided that the whole
instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS
No. 140, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS", to
allow a qualifying special-purpose entity to hold a derivative financial
instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS No. 155 applies to all financial
instruments acquired or issued after the beginning of an entity's first
fiscal year that begins after September 15, 2006, with earlier application
allowed. The adoption of this statement is not expected to have a material
effect on the Company's future reported financial position or results of
operations.
6
Keewatin Windpower Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US Dollars)
(unaudited)
4. Property and equipment
February 28, May 31,
2007 2006
Accumulated Net carrying Net carrying
Cost depreciation value value
$ $ $ $
------- ------- ------- -------
Wind tower equipment 20,813 (3,837) 16,976 20,096
------- ------- ------- -------
20,813 (3,837) 16,976 20,096
======= ======= ======= =======
5. Related Party Transactions
a) The Company neither owns nor leases any real or personal property. A
director provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been
reflected therein. The officer and director of the Company is involved
in other business activities and may, in the future, become involved
in other business opportunities as they become available, and
therefore he may face a conflict in selecting between the Company and
his other business interest. The Company has not formulated a policy
for the resolution of such conflicts.
b) Since inception through the period ended February 28, 2007, a director
and principal shareholder of the Company had advanced the Company
funds in the amount of $27,100. The balance was unsecured and interest
free with no specific terms of repayment. During the nine-month period
ended February 28, 2007, the balance was repaid in full.
c) For the nine month period ended February 28, 2007, a director and
principal shareholder of the Company, pursuant to a management
agreement, has incurred $22,500 in management fees. As at February 28,
2007 the Company owes this director $37,600 in accrued management
fees. There are no specified terms of repayment on the accrued amount.
These related party transactions are recorded at the exchange amount, being
the amount established and agreed to by the related parties.
6. Common Stock
a) On September 25, 2006 the Company effected a 3:1 forward split of its
share capital such that every one share of common stock issued and
outstanding prior to the split was exchanged for three post-split
shares of common stock. The Company also changed its post-split
authorized capital to 100,000,000 shares of common stock with a par
value of $0.001 per share, and to 10,000,000 shares of preferred stock
with a par value of $0.001 per share. All share amounts have been
retroactively adjusted for all periods presented.
b) The Company is in the process of raising funds through a private
placement offering consisting of up to 715,000 shares of common stock
at $0.70 per share for proceeds of $500,500. The Company will pay a
10% finders fee consisting of 71,500 shares of common stock. To date,
the common stock has not been issued.
7. Stock Options
During the nine-month period ended February 28, 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. 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 nine-month
period ended February 28, 2007, the Company recorded stock-based compensation
of $365,508 as management fees and consulting fees.
7
Keewatin Windpower Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US Dollars)
(unaudited)
7. Stock Options (continued)
A summary of the Company's stock option activity is as follows:
Nine month period ended
February 28, 2007
-------------------------------
Number of Weighted Average
Options Exercise Price
------- --------------
Balance, Beginning of period -- $ --
Granted 1,000,000 1.10
Cancelled/Forfeited -- --
Exercised -- --
--------- -----
Balance, End of period 1,000,000 $1.10
========= =====
8. Subsequent Events
a) The Company is proposing a private placement of up to 1,000,000 shares
of common stock at $1.20 per share for cash proceeds of $1,200,000. The
Company will pay a finder's fee of 7.5% in common stock or cash in
connection with the financing.
b) 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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $413,744 for the nine-month period ended
February 28, 2007. These expenses consisted of management fees of $113,877 and
$299,867 in general and administrative costs.
Our net loss for the nine-month period ended February 28, 2007 increased
substantially from the comparative period in fiscal 2006 (2007: $408,578; 2006:
$35,634) primarily due to increases in management fees and general and
administrative costs.
At February 28, 2007, we had assets of $484,366 consisting of cash on hand of
$416,958, a short term investment of $50,432 and property and equipment recorded
at $16,976. At the same date, our liabilities were $42,302 consisting of $37,600
in management fees payable, accounts payable of $2,772 and accrued liabilities
of $1,930.
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our current operating funds are not sufficient to complete our intended business
objectives. As of February 28, 2007, we had cash on hand in the amount of
$416,958. We anticipate spending $60,000 on annual land lease costs and
$67,250,000 on erecting wind turbines on our proposed Saskatchewan windpower
project. 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 sale of
equity capital.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
PLAN OF OPERATIONS
Our plan of operations for the 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.
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
9
with acquiring a property interest until the wind towers have been erected.
Annual land lease costs are estimated to be $60,000.
Subsequent to the quarter, we reached an agreement with Sky Harvest Windpower
Corp., a private Canadian company, whereby Keewatin will acquire all of its
issued and outstanding share capital.
Sky Harvest Windpower Corp. ("Sky Harvest") holds the rights to construct a wind
power facility on approximately 8,500 acres of land located in southwestern
Saskatchewan. It 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 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. The acquisition will be subject to
Sky Harvest completing an audit of its financial statements, us changing our
name to "Sky Harvest Windpower Corp." and shareholders of both companies
approving the acquisition agreement. Our directors, Chris Craddock, William Iny
and Greg Yanke are also directors and principal shareholders of Sky Harvest.
Accordingly, they will abstain from voting their shares in respect of the
transaction.
Over the next 12 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 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 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:
10
Price Per Share No. of Shares Issuable
--------------- ----------------------
$0.50 50,000,000
$1.00 25,000,000
$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 attempt 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.
CRITICAL ACCOUNTING POLICIES
The unaudited financial statements as of November 30, 2006 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our May 31, 2006 audited financial statements and notes
thereto, which can be found in our Form 10K-SB Annual Statement on the SEC
website at www.sec.gov under our SEC File Number 333-126580.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-QSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-QSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-QSB
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
11
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are included with this registration statement filing.
Those marked with an asterisk and required to be filed hereunder:
Exhibit No. Description
----------- -----------
31.1 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
31.2 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Reports filed on Form 8-K during the quarter ended February 28, 2007:
Qualifying Event File Date
---------------- ---------
Sale of Unregistered Securities February 26, 2007
(Stock Option Grant)
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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 18, 2007 Keewatin Windpower Corp., Registrant
By: /s/ Chris Craddock
-----------------------------------
Chris Craddock, President, C.E.O.
Secretary, Treasurer, and principal
accounting 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 18, 2007 Keewatin Windpower Corp., Registrant
By: /s/ Chris Craddock
-----------------------------------
Chris Craddock, President, C.E.O.
Secretary, Treasurer, and principal
accounting officer
13