UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F Form 13F COVER PAGE Report for the Calendar Year or Quarter Ended: March 31, 2013 Check here if Amendment [ ]; Amendment Number: This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Sky Investment Counsel Inc. Address: 1 Adelaide St E, Suite 2310 Toronto, ON Canada M5C 2V9 13F File Number: 028-12562 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: Paul Blake Title: Partner Phone: 416-623-7504 Signature, Place, and Date of Signing: /S/ Paul Blake Toronto, ON Canada May 13, 2013 Report Type (Check only one.): [ ] 13F HOLDINGS REPORT. [ ] 13F NOTICE. [ x ] 13F COMBINATION REPORT. List of Other Managers Reporting for this Manager: Form 13F File Number	Name 028-14116		RBC Global Asset Management Inc. FORM 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 0 Form13F Information Table Entry Total: 6 Form13F Information Table Value Total: $124,025 (thousands) List of Other Included Managers: Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional managers with respect to which this report is filed, other than the manager filing this report. No. 13F File Number Name NONE FORM 13F INFORMATION TABLE 		TITLE OF		VALUE 	SHARES/		SH/ PUT/ INVESTMENT VOTING AUTHORITY NAME 		CLASS	CUSIP 	 x$1000 PRN AMT		PRN CALL	DISC SOLE	SHARED 	NONE PETROLEO BRAS 	ADR	71654V4086	150	9,035		SH/		SOLE	9,035	 0	0 KT Corp ADR	ADR	48268K101	7,427	472,757 	SH/		SOLE	472,757	 0	0 TEVA		ADR	881624209	80,451	2,027,497	SH/		SOLE	2,027,497 0	0 TRANSOCEAN	ORD	H8817H100	16,765	322,644		SH/		SOLE	322,644 0	0 BANCO BRADESCO	ADR	059460303	8,811	517,684		SH/		SOLE	517,684	 0	0 CHINA MOBILE	ADR	16941m109	10,421	196,139		SH/		SOLE	196,139	 0	0