SecProbe.io

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Mail Stop 7010

September 23, 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.
Amendment No. 1 to Registration Statement on Form SB-2
Filed September 8, 2005
File No. 333-126580

Dear Mr. Craddock:

      We have reviewed your amended filing and your response and
have
the following comments.  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. We read your response to comment 39 of our letter dated August
10,
2005 in which you indicated that you have filed a confidential
treatment request with respect to Exhibit 10.2.  Please be advised
that we may have comments on your request and all confidential
treatment issues must be resolved before we will consider a
request
for acceleration of your registration statement.
2. We read your response to comment three of our letter dated
August
10, 2005.  Please advise us as to who will act as the transfer
agent
upon effectiveness of your registration statement.

Summary, page 3

3. We note the disclosure in the fourth paragraph of this section
regarding the costs to implement your business plan.  This revised
summary does not include the costs with respect to obtaining an
interest in land and also decreases the size of the project from
75
megawatts to 50 megawatts, each of which was disclosed in your
initial filing.  Please explain why you will not incur costs with
respect to obtaining an interest in land and why you have reduced
the
size of the project.  We note your response to comment 13 of our
letter dated August 10, 2005 in which you refer to anticipated
costs
of acquiring an interest in a suitable property.

Risk Factors, page 5
If we do not obtain additional financing, our business will fail,
page 5

4. We read your response to comment 13 of our letter dated August
10,
2005.  The revision referenced in your response does not appear to
be
included in this risk factor.  Please revise accordingly.

Selling Shareholders, page 10

5. We read your response to comment 19 of our letter dated August
10,
2005.  We note that the selling shareholders table does not
reflect
the beneficial ownership resulting from certain affiliations
referenced in your response.  For example, the shares owned by a
spouse may be deemed to be beneficially owned by the other spouse.
Please revise accordingly.  See Item 403 of Regulation S-B.

6. We read your response to comment 20 of our letter dated August
10,
2005.  The total indicated at the end of the selling shareholders
table reflects all issued and outstanding shares of your company
rather than the total number of shares being registered for
resale.
Please revise accordingly.

Plan of Operations, page 28

7. We read your response to comment 43 of our letter dated August
10,
2005.  Please disclose the second paragraph of your response in
this
section.

8. We note your response to comment 46 of our letter dated August
10,
2005 and the disclosures throughout your document concerning bank
financing of wind power projects:

* In order to obtain debt financing from a bank for a wind power
project, banks require a complete year of MET wind data from the
property. - page 24

* Banks and other lenders will typically finance up to 75% of wind
power project construction costs subject to its review of the wind
assessment data and the power purchase agreement that we execute.
The
lender will ensure that the project has sound fiscal parameters
necessary to be profitable, namely the price that we will receive
per
megawatthour and the number of megawatts of rated capacity. - page
25

* 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. - pages 28 - 29.

Please revise to explain in your document the basis for each of
these
statements.  For example, have you had discussions with banks in
Canada or the United States concerning financing of wind power
projects?  If so, please revise to name these banks in your
document
and provide more detail concerning the nature of these
discussions.

9. We read your response to comment 48 of our letter dated August
10,
2005.  Please explain in reasonable detail the basis for your
statement that the revenue you realize will be sufficient to
service
your debt obligations, especially in light of your response to
comment 49 of our letter dated August 10, 2005.

Part II - Information Not Required in the Prospectus
Exhibits, page II-5

10. Please file Exhibit 10.2 on EDGAR.  If you request
confidential
treatment for portions of this exhibit, please note the
requirements
found in Staff Legal Bulletin Number 1 (with addendum).  You will
find a copy of this bulletin at
http://www.sec.gov/interps/legal/slbcf1r.htm.  Please note that it
requires an applicant for confidential treatment to mark the
exhibit
index to indicate that portions of the exhibit or exhibits have
been
omitted pursuant to a request for confidential treatment.  In
addition, please also note that you must omit from the public
filing
all of the information that is the subject of the application.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Bret Johnson, Staff Accountant, at (202)
551-
3753 or, in his absence, John Cash, Accounting Branch Chief, at
(202)
551-3768 if you have questions regarding comments on the financial
statements and related matters.  Please contact Andrew Schoeffler,
Staff Attorney, at (202) 551-3748 or, in his absence, Lesli
Sheppard,
Senior Staff Attorney, at (202) 551-3708 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Joseph I. Emas
1224 Washington Avenue
Miami Beach, FL 33139
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Mr. Chris Craddock
Keewatin Windpower Corp.
September 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

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