UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 21, 2011
SKY HARVEST WINDPOWER CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-52410 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
710 - 890 West Pender Street, Vancouver, British Columbia V6J 1J9
(Address of principal executive offices) (Zip Code)
(604) 267-3041
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information required by this item is included under Item 3.02 of this
current report on Form 8-K.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 21, 2011, we issued an aggregate of 1,970,000 shares of common stock to
two investors in a non-brokered private placement, at a purchase price of
US$0.25 per share, for gross proceeds of US$492,500 pursuant to subscription
agreements.
One investor was not a U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933, as amended) and the investor purchased in
transactions outside of the United States. In issuing shares to this investor we
relied on the registration exemption provided for in Regulation S and/or Section
4(2) of the Securities Act of 1933, as amended.
One investor was a U.S. person and an accredited investor (as that term is
defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, and in issuing
shares to this investor we relied on the registration exemption provided for in
Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as
amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.1 Form of Private Placement Subscription Agreement (US purchasers)
10.2 Form of Private Placement Subscription Agreement (Non US Purchasers)
99.1 News release dated June 21, 2011
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SKY HARVEST WINDPOWER CORP.
/s/ William Iny
---------------------------
William Iny
President
Date June 21, 2011
3