SecProbe.io

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Mail Stop 7010

August 10, 2005

Via U.S. mail and facsimile

Mr. Chris Craddock
Keewatin Windpower Corp.
1294 Emery Place, Suite 44
North Vancouver, British Columbia
Canada V7J 1R3

Re:	Keewatin Windpower Corp.
Registration Statement on Form SB-2
Filed July 14, 2005
File No. 333-126580

Dear Mr. Craddock:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please explain in an appropriate section of your registration
statement why you are becoming a publicly reporting company.
Please
address the costs you have incurred in connection with this
offering,
despite not receiving any proceeds of this offering, and the costs
that you will incur in the future with respect to your Exchange
Act
reporting obligations.
2. It appears you are a blank check company as defined in Rule 419
of
Regulation C in view of the following:

* you are a development stage company issuing penny stock;

* you have no operations, no assets except for cash and no
employees;

* you will be unable to implement your business plan without
substantial additional funding and there appears to be no efforts
or
current plans for obtaining this funding; and

* your registration statement contains very general disclosure
related to the nature of your business plan.

Please disclose in an appropriate section of your registration
statement that you are a blank check company and the meaning of
that
designation.  In responding to this comment, please disclose any
current plans, arrangements, commitments or understandings to
engage
in a merger or acquisition with another company.

3. Please disclose the name, address and telephone number of your
transfer agent.

Cover Page of Prospectus

4. Please disclose that you plan to apply for listing on the OTC
Bulletin Board upon effectiveness of this registration statement..
We note your disclosure on page 8.  Please also disclose that your
common stock may not be accepted for quotation on the OTC Bulletin
Board.

Summary, page 3

5. Please clearly disclose that you have  incurred losses since
inception, have no operations, and that you have been issued a
going
concern opinion and rely upon the sale of your securities to fund
your operations.

6. We note the disclosure regarding the estimated costs to
complete
your business plan.  Please disclose that you have no current
plans
to raise these funds.  We note your disclosure on page 5.

7. Please include the zip code in the address for your principal
executive offices.

8. Please revise to explain how Chris Craddock became engaged in
your
proposed business.

Risk Factors, page 5

9. Please add a risk factor that addresses the risk associated
with
the fact that your articles of incorporation authorize the
issuance
of 75,000,000 shares of common stock, that these shares may be
issued
without security holder approval and that these shares when issued
may be granted voting powers, rights and preferences that differ
from
and may be superior to those of the registered shares.

10. Please add a risk factor addressing the risks associated with
the
costs of being a publicly reporting company in the United States.

11. It appears that your assets, any personnel and sole executive
and
director are all located in Canada.  If so, please provide
appropriate disclosure regarding the difficulty that U.S.
investors
might have enforcing liabilities under the U.S. securities and
bankruptcy laws.

12. Please add a risk factor that discusses risks related to your
going concern opinion.

If we do not obtain additional funding, our business will fail,
page
5

13. Please revise the third sentence of the first paragraph of
this
risk factor to clarify that your cash will also not cover the
anticipated costs of acquiring an interest in a suitable property.

14. Please quantify the amount of the anticipated administrative
costs referenced in the third sentence of the first paragraph of
this
risk factor.

Use of Proceeds, page 8

15. Please disclose with quantification how you used or intend to
use
the proceeds you received from the sales of your securities to the
selling security holders.

Determination of Offering Price, page 8

16. Please disclose the offering price.  This is not clear in your
Edgar filed version.

Selling Shareholders, page 9

17. Please  revise the disclosure regarding the number of shares
owned prior to this offering by Messrs. Hughes and Calder.

18. We note the statement in the first paragraph on page 12 that
"The
numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this
prospectus..."
Since it appears that each selling security holder is registering
all
of his or her shares, it is unclear how it would be possible for
such
selling security holder to sell any shares not being offered in
your
prospectus.  Please clarify.

19. Please advise us as to whether any of the selling security
holders are affiliated for purposes of determining beneficial
ownership.  In this regard, we note that several selling security
holders share the same address.

20. Provide a line item at the end of your table disclosing the
total
number of shares being registered for resale.

21. Please describe the relationship between your sole promoter
and
the selling shareholders.

Plan of Distribution, page 13

22. We note the disclosure set forth in the first, second and
third
paragraphs of this section.  Please describe in greater detail the
methods by which selling security holders may sell their
registered
shares and confirm that you have disclosed all of the methods that
they may use.

23. We note the disclosure in the third sentence of the second
paragraph regarding the use of Rule 144 under the Securities Act.
Please describe the requirements of Rule 144 in greater detail.
For
example, we note that it does not appear that any selling security
holder has held their shares for more than one year.

24. We note the disclosure in the third and fourth sentences of
the
fourth paragraph of this section.  Please be advised that you may
substitute a new selling security holder for an original selling
security holder through a prospectus supplement if:

* the change is not material;

* the number of shares or the dollar amount registered does not
change; and

* the new selling security holder`s shares can be traced to those
covered by the original registration statement.

You must use a post-effective amendment to add selling security
holders to your registration statement if their ownership cannot
be
traced to the shares registered in the original registration
statement.
25. We note your statement that "the selling shareholders may also
sell ...to brokers or dealers, who may act solely as agent or
acquire
the common stock as principals...."  If the selling shareholders
enter into an agreement, after effectiveness, to sell their shares
to
a broker-dealer as principal and the broker-dealer is acting as an
underwriter, then the company needs to file a post-effective
amendment to the registration statement identifying the broker-
dealer, providing the required information on the plan of
distribution, revising the appropriate disclosures in the
registration statement, and filing the agreement as an exhibit to
the
registration statement.  Additionally you should be aware that
prior
to any involvement of any broker-dealer in the offering, such
broker-
dealer must seek and obtain clearance of the underwriting
compensation and arrangements from the NASD Corporate Finance
Department. Please revise the disclosure in this section to delete
the reference(s) to selling to broker-dealers as principals or
indicate in the disclosure that the company will file a post-
effective amendment addressing the above information.  We may have
further comment.

26. Please supplementally tell us and briefly disclose in your
prospectus whether you or any of the selling security holders
intend
to use any means of distributing or delivering your prospectus
other
than by hand or the mails, such as various means of electronic
delivery.  In addition, please tell us and briefly disclose in
your
prospectus whether you or any of the selling security holders
intend
to use any forms of prospectus other than printed prospectuses,
such
as CD-ROMs, videos, etc. and provide us copies of all such
prospectuses.  See SEC Releases No. 33-7233 and No. 33-7289.

27. Please supplementally tell us whether you or any of the
selling
security holders have any arrangements with a third party to host
or
access your preliminary prospectus on the Internet.  If so, please
tell us who the party is and the address of the website.  In
addition, please describe the material terms of the agreement and
provide us with a copy of any written agreement.  Finally, please
provide us with copies of all information concerning your company
or
your offering that appears on the third-party website.

28. Please disclose whether Keewatin Windpower or anyone acting on
its behalf will take affirmative steps to request or encourage any
broker-dealer to act as a market-maker for Keewatin Windpower`s
securities.  If so, you should discuss whether there have been any
preliminary discussion or understandings between Keewatin
Windpower
and any market maker.  Also, summarize these discussions and
identify
the participants involved.  However, should you decide to
undertake
these efforts at a later date, disclose when, how and by whom.

Directors, Executive Officers, Promoters and Control Persons, page
15

29. You must disclose Mr. Craddock`s business experience for the
past
five years.  In this regard, please disclose his experience prior
to
November 2001.

30. Please revise Mr. Craddock`s biographical information to
indicate
that he is also serving as the principal financial and accounting
officer and to disclose whether he has any accounting and/or
finance
background.

31. We note the disclosure regarding Mr. Craddock`s intention to
devote all of his business time to your business.  Please disclose
the actual number of hours per week and percentage of his time
that
he is currently devoting to your business.

Disclosure of Commission Position of Indemnification for
Securities
Act..., page 18

32. Please revise the first paragraph to clarify whether you
indemnify your officers and directors for Securities Act
liabilities.

Organization Within the Last Five Years, page 18

33. Please disclose the information required by Item 404(d) of
Regulation S-B.  We note your disclosure on page 26 that Mr.
Craddock
is  your sole promoter.

34. Please discuss any previous experience Mr. Craddock has had
with
blank check companies.  Also, please discuss those Mr. Craddock
will
be involved in the future.  The discussion should include, for
each
blank check company, the aggregate dollar amount raised, purpose
of
the offering, any mergers or acquisitions that have occurred,
dates
of such transactions, consideration given and received and Mr.
Craddock`s subsequent involvement in the company.  We may have
further comment.

Description of Business, page 18

35. It appears that you anticipate using debt financing to raise
75%
of the funds you will require to implement your business plan and
to
use equity financing to raise the remaining 25%.  Please estimate
and
disclose the aggregate net proceeds you will need to raise from
equity financings to fund your business plan.  Please also
disclose
the impact of these equity financings on purchasers in this
offering
based on a range of market prices, including the current market
price
of $0.50 per share.

36. Please explain in greater detail how you plan to implement
your
business plan in light of the fact that your sole employee,
officer
and director has no experience, whether managerial, operational,
technical or otherwise, in the industry in which you plan to
operate.

Wind Power Development in Saskatchewan, page 19

37. Please explain in greater detail how you made the assessment
referenced in the second paragraph of this section when your sole
employee, officer and director has no experience, whether
managerial,
operational, technical or otherwise, in the industry in which you
plan to operate.

38. Please advise us as to whether the 1994 report is the most
current information on this subject.

Acquiring a Property Interest, page 20

39. We note the disclosure in the first sentence of the third
paragraph of this section.  Please disclose the location of each
identified property.  Please also update your disclosure regarding
the status of the July 2005 negotiations.

Government Approvals and Environmental Laws, page 23

40. Please identify the specific government approvals that you
will
need.  For each, discuss the status of the approval within the
government approval process, or, if you have not yet applied for
it,
disclose when you will apply.

41. Please discuss the basis for your estimate of environmental
compliance costs.

Reports to Security Holders, page 24

42. Please advise us as to whether you intend to register under
section 12(g) of the Exchange Act.  If not, please add sufficient
and
appropriate disclosure and risk factors to inform investors when
you
may discontinue reporting and to describe the effects of not
reporting, including the effect on the eligibility of transactions
in
your securities to be quoted on the OTC Bulletin Board.

Plan of Operations, page 25

43. The discussion of the sufficiency of your cash on hand in the
first paragraph on page 26 does not address the possibility that
you
may need to purchase multiple properties.  Please revise
accordingly.
In addition, please disclose your cash on hand as of the most
recent
practicable date.

44. Please address the costs associated with your company being a
public reporting company and the sources of funds to be used to
pay
these costs.

45. Please disclose any expected hiring due to the commencement of
your plan of operation.  Please refer to Item 303(a)(iv) of
Regulation S-B.

46. Please describe in greater detail the anticipated sources of
financing for the next 12 months.  Please also provide a timeline
illustrating the points in time you will pursue each option and
the
order of preferences for your financing options.

47. Please discuss how wind power generation companies make a
profit
in light of the substantial startup and operational costs.  For
example, do these companies rely on government funding, tax
incentives or other subsidies?

48. Please discuss the timing for commencing operations and when
you
anticipate being profitable.  In responding to this comment,
please
discuss the significant debt obligations that you will incur to
finance the property acquisition and the turbine construction, as
well as the anticipated costs of operation.

49. Please disclose the current market price of a kilowatt hour
and
whether based on that current market price you would be able to
service your debt obligations and meet your expected operating
expenses.

50. We note the possible loans from security holders.  Please
disclose whether any of your security holders h