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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) May 29, 2012
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 May 28, 2012, we issued an aggregate of 818,000 shares of common stock to
seven investors in a non-brokered private placement, at a purchase price of
$0.25 per share, for gross proceeds of $204,500 pursuant to various subscription
agreements.
All of the investors were not U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933, as amended) and they purchased our
shares in transactions outside of the United States. In issuing shares to this
investor we relied on the registration exemption provided for in Regulation S of
the Securities Act of 1933. The certificates representing the common shares each
bear a restrictive legend in accordance with Regulation S. In addition, we and
the purchaser have complied or will comply with the following requirements of
Regulation S:
1. the offer or sale was made in an offshore transaction;
2. we did not make any directed selling efforts in the United States;
3. no offer or sale was made to a U.S. person or for the account or
benefit of a U.S. person;
4. the purchaser of the securities certified that it was not a U.S.
person and was not acquiring the securities for the account or benefit
of any U.S. person;
5. the purchaser of the securities agreed to resell such securities only
in accordance with the provisions of Regulation S, pursuant to
registration under the Act, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with
regard to such securities unless in compliance with the Act; and
6. we are required to refuse to register any transfer of the securities
not made in accordance with the provisions of Regulation S pursuant to
registration under the Act, or pursuant to an available exemption from
registration.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.1 Form of Private Placement Subscription Agreement (Non US Purchasers)
99.1 News release dated May 29, 2012
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 and CEO
Date: May 29, 2012
