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SEC Comment Letter for Keewatin Windpower Corp. (CIK 0001332445) — Oct 14, 2005

Keewatin Windpower Corp. (CIK 0001332445)
Date: Oct. 14, 2005 · CIK: 0001332445 · Accession: 0000000000-05-052672

AI Filing Summary & Sentiment

File numbers found in text: 333-126580

Referenced dates: September 23, 2005

Date
October 14, 2005
Author
Pamela A. Long
Form
UPLOAD
Company
Keewatin Windpower Corp. (CIK 0001332445)

Letter

October 14, 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. 2 to Registration Statement on Form SB-2 Filed September 29, 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.

1. Update the financial statements, as necessary, to comply with Item 310(g) of Regulation S-B at the effective date of the registration statement. In addition, each amendment to the registration statement should include a currently dated consent of the independent registered public accounting firm.

2. Please disclose your response to comment two of our letter dated September 23, 2005 in the summary section of your prospectus.

3. We read your response to comment three of our letter dated September 23, 2005 and note the disclosure regarding your estimated cost to complete your business plan on page 3 of your prospectus. Please explain why your land lease costs are referred to as "initial" costs? Do you anticipate additional costs associated with respect to your land lease?

4. We read your response to comment five of our letter dated September 23, 2005 and reissue this comment. In this regard, please confirm that your disclosure in the column entitled "Shares Owned Prior to This Offering" has been calculated in accordance with Rule 13d-3 under the Exchange Act.

* * * *

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

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

October 14, 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. 2 to Registration Statement on Form SB-2
Filed September 29, 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.

1. Update the financial statements, as necessary, to comply with
Item
310(g) of Regulation S-B at the effective date of the registration
statement.  In addition, each amendment to the registration
statement
should include a currently dated consent of the independent
registered public accounting firm.

2. Please disclose your response to comment two of our letter
dated
September 23, 2005 in the summary section of your prospectus.

3. We read your response to comment three of our letter dated
September 23, 2005 and note the disclosure regarding your
estimated
cost to complete your business plan on page 3 of your prospectus.
Please explain why your land lease costs are referred to as
"initial"
costs?  Do you anticipate additional costs associated with respect
to
your land lease?

4. We read your response to comment five of our letter dated
September 23, 2005 and reissue this comment.  In this regard,
please
confirm that your disclosure in the column entitled "Shares Owned
Prior to This Offering" has been calculated in accordance with
Rule
13d-3 under the Exchange Act.

*	*	*	*

      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.
October 14, 2005
Page 1

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

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>