SB-2/A

As filed with the Securities and Exchange Commission on July 21, 2003

Registration No. 333-100636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM SB-2 - AMENDMENT #5

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______ENWIN RESOURCES INC.______
(Exact name of registrant as specified in its charter)

NEVADA	1081	98-0379370
(State of incorporation)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification #)

ENWIN RESOURCES INC.
#2006 - 2020 Bellevue Avenue
West Vancouver, BC, Canada V7V 1B8
(604) 307-5808 ___________________
(Address, Zip Code and Telephone Number of
Principal Executive Offices) Garrett Sutton, Esq.
Sutton Lawrence, LLP
4745 Caughlin Parkway, Ste. 200
Reno, Nevada 89509
(775) 824-0300____________________
(Name, address and telephone
number of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made under Rule 434, please check the following box. [   ]

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CALCULATION OF REGISTRATION FEE
Securities To Be Registered	Amount To Be Registered	Offering Price Per Share	Aggregate Offering Price	Registration Fee
Common Stock:	2,000,000 shares	$0.10	$200,000	$ 100

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

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Prospectus

ENWIN RESOURCES INC.
Shares of Common Stock
No Minimum - 2,000,000 Maximum

Before this offering, there has been no public market for the common stock.

We are offering up to a total of 2,000,000 shares of common stock on a best efforts, no minimum, 2,000,000 shares maximum. The offering price is $0.10 per share. There is no minimum number of shares that we have to sell. There will be no escrow account. We will immediately use all money received from the offering and there will be no refunds. The offering will be for a maximum period of 90 days from the effective date and may be extended for an additional 90 days if we so choose to do so.

Michael Bebek, one of our officers and directors, will be the only person offering or selling our shares.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING AT PAGE 6.

	Price Per Share	Aggregate Offering Price	Maximum Proceeds to Us
Common Stock	$0.10	$200,000	$150,000

There is no minimum number of shares that must be sold in this offering. Because there is no minimum number of shares that has to be sold in this offering, there is no assurance that we will achieve the proceeds level described in the above table.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It is illegal to tell you otherwise.

The date of this prospectus is ____________________.

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TABLE OF CONTENTS

	Page No.
Summary of Prospectus	5
Risk Factors     Risks Associated with Our Company     Risks Associated with this Offering	7 7 9
Use of Proceeds	11
Determination of Offering Price	12
Dilution of the Price You Pay for Your Shares	12
Plan of Distribution; Terms of the Offering	15
Business	16
Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Management	29
Executive Compensation	32
Principal Shareholders	33
Description of Securities	33
Certain Transactions	34
Litigation	35
Experts	35
Legal Matters	35
Financial Statements	F-1-F16

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SUMMARY OF OUR OFFERING

This summary highlights important information about our business and about this offering. Because it is a summary, it does not contain all the information you should consider before investing in the common stock. So, please read the entire prospectus.

Our Business

We are an exploration stage company. We have an option to acquire an undivided 100% interest in one property. We intend to explore for economic mineralization on our property. We obtained our interest in our property by entering into an option agreement with Cadre Capital to acquire an undivided 100% interest in a mineral property in British Columbia, Canada. We paid $10,000 to Cadre upon execution of the option agreement. To earn our 100% interest, we required to expend more than $800,000 in respect of our property by the end of 2005. The financing from this offering will be used to pay for our initial program of exploration.

There is presently no assurance that a commercially viable mineral deposit, a reserve, exists in the company's property until sufficient exploration work is done and a comprehensive evaluation based upon such work concludes economic viability

We are a mineral exploration company with an option to acquire an undivided 100% interest in one property. Our property has no proven or probable mineral reserves. "Probable mineral reserves" is a term of art in the mining business which means an economically mineable part of an indicated, and in sometimes measured, mineral resource demonstrated by at least a preliminary feasibility study.

We do not consider ourselves as a blank-check company. We have a specific business plan to operate as a mineral exploration company, although we require funding from this offering before we can implement it. Our business plan does not contemplate any intention to engage in a merger or acquisition with an unidentified company or companies, or other entity and we have no arrangements or understandings of any kind to undertake activities normally associated with a blank-check company.

The terms of our property option agreement provide that a late or missing payment will entitle the optionor to cancel the agreement unless such right is waived in writing. A total of $11,943 was paid by December 31, 2002. The requirement to pay the full amount was waived, in writing, given that the exploration expenses were less than anticipated.

Our administrative office is located at #2006 - 2020 Bellevue Avenue, West Vancouver, BC, Canada V7V 1B8, telephone (604) 307-5808 and our registered statutory office is located at Suite 880 - 50 West Liberty Street, Reno, Nevada, 89501. Our fiscal year end is August 31.

Messrs. Bebek and Strickland are our only officers and directors. Mr. Bebek is currently our only shareholder and will continue to control 60% of our outstanding common stock even if the maximum number of shares is sold.

No exploration work has been done on our property and no commercially exploitable reserves have been identified.

We are offering up to a total of 2,000,000 shares of common stock on a best efforts, no minimum, 2,000,000 shares maximum.

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The Offering

Following is a brief summary of this offering:

Securities being offered	Up to 2,000,000 shares of common stock, par value $0.00001.
Offering price per share	$ 0.10
Offering period	The shares are being offered for a period not to exceed 90 days, unless extended by our board of directors for an additional 90 days.
Maximum net proceeds to our company	Up to $150,000.
Use of proceeds	We will use the proceeds to pay for offering expenses, research and initial exploration expenses. We believe that the initial exploration work will cost up to $150,000 and will take approximately one year.
Number of shares outstanding before the offering	3,000,000
Number of shares outstanding after the offering	5,000,000

Summary Financial Information

We are a company without revenues, we have minimal assets, we have a deficit stockholders' equity and we have incurred losses since inception.

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

	As of August 31, 2002
Balance Sheet Total Assets Total Liabilities Stockholders Equity	$ 7,508 27,026 (7,508)
Income Statement Revenue Total Expenses Net Loss	$       0 (22,518) $(22,518)

There are notes that are integral to the financial statements at the end of this prospectus.

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RISK FACTORS

Please consider the following risk factors before deciding to invest in the common stock.

RISKS ASSOCIATED WITH OUR COMPANY:

1. We lack an operating history and have losses that we expect to continue into the future.

We were incorporated in July 2002 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $12,518. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

Our ability to locate a profitable mineral property;

Our ability to generate revenues; and

Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

2. We have no known ore reserves and we may not find any economic mineralization or if we find economic mineralization, production may not be profitable.

We have no known ore reserves. We have not identified any economic mineralization on the property and we may not ever find any economic mineralization. Even if we find that there is economic mineralization on our property, we may not be able to recover the economic mineralization. Even if we recover economic mineralization, we may not make a profit. If we cannot find economic mineralization or it is not economical to recover the economic mineralization, we will have to cease operations.

3. We may require additional financing beyond this offering to complete our required exploration expenditures. The first $50,000 raised in this offering will be used to pay offering expenses. All remaining financing from this offering will be used for initial exploration work. If we do not raise enough money for our initial exploration, we will have to delay exploration or go out of business. Because we are small and do not have much capital, we must limit our exploration.

Pursuant to the terms of our property option agreement, we are required to expend approximately $800,000 on exploration of our property by December 31, 2005. Since we are only raising $200,000 in this offering for initial exploration expenditures, we will require additional financing to meet our long term obligations in respect of our property. We are in the very early exploration stage and need the proceeds from our offering to start our initial explorations for economic mineralization. Since there is no minimum in this offering and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to commence or complete its operations. We are required to pay the following additional amounts to Cadre in respect of the agreement over the next twelve months: $10,000 on or before November 31, 2003. Over the next twelve months we are required to expend the following amounts on exploration: a cumulative total of not less than $25,0 00 on or before December 31, 2002 and a cumulative total of not less than $35,000 on or before December 31, 2003. Of the $25,0000 required to be paid on or before December 31, 2002, only $11,943 of the payment

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was made by us due to actual exploration expenses being less than estimated. The terms of the Spring Lake property option agreement entitle the optionor (Cadre) to cancel the option in the event that a payment is not made by us in a timely manner, unless the optionor (Cadre) waives such right in writing. In this instance, Cadre waived in writing its right to terminate the agreement in respect of the lesser amount paid. Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations. We may not have enough money to complete the exploration of our property. Because we are exploring undeveloped land, we do not know how much we will have to spend to find out if there is mineralized material on our property. It could cost as much as $800,000 or more to find out. The first $50,000 we raise, h owever, will be used to cover the cost of this offering before we spend any money on our exploration program. In addition, we do not know how much money we will raise in this offering. If it turns out that we have not raised enough money to complete our initial exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. In the event that we are unsuccessful in discovering economic mineralization or mineralised material during our initial exploration, we will need to raise additional financing to continue with explorations. In the event that we are unable to raise more financing to continue our obligations, or decide do not to do so as a result of poor results during our initial explorations, we will lose our interest in our property. If we lose our interest in our property we will have to acquire another property and raise financing in respect of it. If we are unable to do so, we will go out of business and y ou will lose your investment.

4. Rain and snow may make the road leading to our property impassable. This will delay our proposed exploration operations that could prevent us from working.

While we plan to conduct our exploration year round, it is possible that snow or rain could cause roads leading to our claims to be impassable. When roads are impassable, we are unable to work.

5. We have no insurance on the Spring Lake property. Our business is subject to the normal operating risks common to companies engaged exploration and if one of more of these risks materialize this may result in substantial financial harm to our company because we do not have insurance.

Our business is subject to many operational risks common to exploration companies. These risks include hazards such as blowouts, explosions, fires, pollution, and environmental hazards. We have not obtained insurance on the Spring Lake property in respect of these risks because we believe the cost of doing so is excessive and, in accordance with industry practice, many of our contractors may also elect not to obtain insurance against some of these risks. The occurrence of a risk not fully covered by insurance could severely harm our financial situation.

6. We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

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7.Our officers and directors will be devoting limited time to our activities which may harm our potential business.

Our president and director, Michael Bebek, will be devoting only approximately 50% of his professional time to our operations once this offering is completed. Only one of our directors, Derrick Strickland, has any experience within the resource and exploration industry and he will be devoting only approximately 5% of his professional time to our operations. The lack of devotion of time by our directors and officers may harm our business.

RISKS ASSOCIATED WITH THIS OFFERING:

8. Because Mr. Bebek is risking a small amount of capital and property, while you on the other hand are risking up to $200,000, if we fail you will absorb most of our loss. Mr. Bebek will not lose anything in this offering, but will gain if proceeds are used to repay his loans to the registrant. The estimated $50,000 cost of the offering will be the first use of proceeds and no person affiliated with the company will benefit from that payment. Such amounts are estimated based on fees of lawyers, auditors, etc.

Mr. Bebek our only shareholder will receive a substantial benefit from your investment. He has deposited cash of $27,026. He will also provide small loans to fund the company's working capital until completion of this offering. You, on the other hand, will be providing all of the cash for our operations. As a result, if we cease operations for any reason, you will lose your investment while Mr. Bebek will lose only a very small amount, perhaps as little as $27,026. Mr. Bebek will not lose anything in this offering, but will gain if proceeds are used to repay his loans to the registrant. The estimated $50,000 cost of the offering will be the first use of proceeds and no person affiliated with the company will benefit from that payment. Such amounts are estimated based on fees of lawyers, auditors, etc.

9. Because there is no public trading market for our common stock, you may not be able to resell you stock.

There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

10. Because we will close the offering even if we do not raise enough funds to complete exploration, you may lose your investment.

There is no minimum number of shares that must be sold in this offering, even if we raise a nominal amount of money. Any money we receive will be immediately appropriated by us. We may not raise enough money to start or complete exploration. No money will be refunded to you under any circumstances. As a result, you may lose your investment.

11. Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties

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to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

12. Because Mr. Bebek will own more than 50% of the outstanding shares after this offering, he will be able to decide who will be directors and you may not be able to elect any directors. Mr. Bebek's control prevents you from causing a change in the course of our operations.

Even if we sell all 2,000,000 shares of common stock in this offering, Mr. Bebek will still own 3,000,000 shares and will continue to control us. As a result, after completion of this offering, regardless of the number of shares we sell, Mr. Bebek will be able to elect all of our directors and control our operations. Because Mr. Bebek will control us after the offering, regardless of the number of shares sold, your ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is gone. This could result in a reduction in value to the shares you own because of the ineffective voting power.

13. Our officers and directors will probably sell some of their shares if the market price of the stock goes above $0.10. This will cause the price of our common stock to fall, which will reduce the value of your investment.

A total of 3,000,000 shares of stock were issued to our two officers and directors. They paid an average price of $0.001. Subject to all applicable holding periods, they will likely sell a portion of their stock if the market price goes above $0.10. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS.

Some discussions in this prospectus may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Such factors include, those discussed in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as those discussed elsewhere in this prospectus. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.

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USE OF PROCEEDS

Our offering is being made on a best efforts - no minimum basis. The net proceeds to us after deducting offering expenses of $50,000 will be $150,000 if all of the shares are sold. The first $50,000 raised will be used offering expenses. We will use the net proceeds, in order of priority, as follows:

Amount raised $ 50,000

Allocation

Offering expenses
Exploration
Working capital $ 50,000
$ 0
$ 0 $ 50,000
$ 50,000
$ 0 $ 50,000
$ 100,000
$ 0 $ 50,000
$ 130,000
$ 20,000

Note: Some of the $200,000 raised in the offering may be used to repay Mr. Bebek the $27,026 he has loaned us. However, as disclosed, Mr. Bebek does not intend to demand repayment until the company is in a position to do so without harming its business operations.

We have allocated a wide range of money for our initial exploration expenses. That is because we do not know how much will ultimately be needed for exploration and because we are required to expend a total of more than $800,000 on exploration of our property by the end of 2005. We believe that the initial exploration work, to determine if it is worth continuing with further exploration, will cost up to $130,000 and take approximately one year. If we are successful in immediately finding economic mineralization, we will stop exploring and go on to develop the property. Our development expenditures will then satisfy our obligations to expend money in respect of our property. On the other hand, if we do not immediately find economic mineralization in our initial explorations, we will continue to explore for economic mineralization on the property. If we have to continue to explore for economic mineralization, the costs of exploration will increase and we will have to spend up to more than $800,000 in respect of our property. Pursuant to the option agreement we must pay Cadre a minimum of $800,000 regardless of the amount of exploration we do.

We are required to pay the following additional amounts to Cadre in respect of the agreement over the next twelve months: $10,000 on or before November 31, 2003. Over the next twelve months we are required to expend the following amounts on exploration: a cumulative total of not less than $25,000 on or before December 31, 2002 and a cumulative total of not less than $35,000 on or before December 31, 2003. If we fail to pay any of these amounts we may lose our interest in the property, unless Cadre waives the requirement. Of the $25,0000 required to be paid on or before December 31, 2002, only $11,943 of the payment was made by us due to actual exploration expenses being less than estimated. The terms of the Spring Lake property option agreement entitle the optionor to cancel the option in the event that a payment is not made in a timely manner, unless the optionor (Cadre) waives such right in writing. In this instance, Cadre waived in writing its right to te rminate the agreement in respect of the lesser amount paid.

Working capital includes the cost of our office operations including rent, telephone and utilities, printing, faxing, high-speed Internet service, the use of secretarial services, and administrative expenses such as office supplies, postage and delivery charges. Mr. Bebek has agreed to pay these expenses on our behalf if we raise only between $50,000 to $150,000. There is no formal documentation in respect of this arrangement.

Our offering expenses are comprised of an SEC filing fee, legal and accounting expenses, printing and transfer agent fees, and state securities registration fees.

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Since our inception, Mr. Bebek has advanced loans to us in the total sum of $27,026, which were used for organizational and start-up costs, legal and auditor fees, operating capital and for acquiring our option. There are no documents reflecting the loans, which do not bear interest, and they are not due on any date certain. Mr. Bebek is a director, officer and principal stockholder of the company and as such he intends to wait until the company is in a favorable position to repay the amounts owed before demanding repayment.Some of the $200,000 raised in the offering may be used to repay Mr. Bebek the $27,026 he has loaned us. However, as disclosed, Mr. Bebek does not intend to demand repayment until the company is in a position to do so without harming its business operations.

Mr. Bebek will not receive any compensation for his efforts in selling our shares.

While we currently intend to use the proceeds of this offering substantially in the manner set forth above, we reserve the right to reassess and reassign the use if, in the judgment of our board of directors, changes are necessary or advisable. At present, no material changes are contemplated. Should there be any material changes in the above projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the same.

DETERMINATION OF OFFERING PRICE

The price of the shares we are offering was arbitrarily determined in order for us to raise up to a total of $200,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were:

Our lack of an operating history

The proceeds to be raised by the offering

The amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing stockholders, and

Our relative cash requirements

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

As of August 31, 2002, the net tangible book value of our shares of common stock was approximately Nil per share based upon 3,000,000 shares outstanding.

If 100% of the Shares Are Sold:

Upon completion of this offering, in the event that all of the shares are sold, the net tangible book value of the 5,000,000 shares to be outstanding will be $200,000, or approximately $0.04 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.04 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.04 per share.

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After completion of this offering, if 2,000,000 shares are sold, you will own approximately 40% of the total number of shares then outstanding shares for which you will have made a cash investment of $200,000, or $0.10 per share. Our existing stockholders will own approximately 60% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $3,000, or approximately $0.001 per share.

If 75% of the Shares Are Sold:

Upon completion of this offering, in the event 75% of the shares are sold, the net tangible book value of the 4,500,000 shares to be outstanding will be $150,000, or approximately $0.03 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.03 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.03 per share.

After completion of this offering, if 1,500,000 shares are sold, you will own approximately 33% of the total number of shares then outstanding shares for which you will have made a cash investment of $150,000, or $0.10 per share. Our existing stockholders will own approximately 67% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $3,000, or approximately $0.001 per share.

If 50% of the Shares Are Sold:

Upon completion of this offering, in the event 50% of the shares are sold, the net tangible book value of the 4,000,000 shares to be outstanding will be $100,000, or approximately $0.025 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.025 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.025 per share.

After completion of this offering, if 1,000,000 shares are sold, you will own approximately 25% of the total number of shares then outstanding shares for which you will have made a cash investment of $100,000, or $0.10 per share. Our existing stockholders will own approximately 75% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $3,000, or approximately $0.001 per share.

If 25% of the Shares Are Sold:

Upon completion of this offering, in the event 25% of the shares are sold, the net tangible book value of the 3,500,000 shares to be outstanding will be approximately NIL per share. The net tangible book value of the shares held by our existing stockholders will be increased by NIL per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to NIL per share.

After completion of this offering, if 500,000 shares are sold, you will own approximately 14% of the total number of shares then outstanding shares for which you will have made a cash investment of $50,000, or $0.10 per share. Our existing stockholders will own approximately 86% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $3,000, or approximately $0.001 per share.

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.

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Existing Stockholders if all of the Shares are Sold:

Price per share
Net tangible book value per share before offering
Potential gain to existing shareholders
Net tangible book value per share after offering
Increase to present stockholders in net tangible book value per share after offering
Capital contributions
Number of shares outstanding before the offering
Number of shares after offering held by existing stockholders
Percentage of ownership after offering $ 0.10
NIL
$ 200,000
$ 0.04

$ 0.04
$ 3,000
3,000,000
3,000,000
60%

Purchasers of Shares in this Offering if all Shares Sold

Price per share
Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering $ 0.10
$ 0.06
$ 200,000
2,000,000
40%

Purchasers of Shares in this Offering if 75% of Shares Sold

Price per share
Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering $ 0.10
$ 0.07
$ 150,000
1,500,000
33%

Purchasers of Shares in this Offering if 50% of Shares Sold

Price per share
Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering $ 0.10
$ 0.075
$ 100,000
1,000,000
25%

Purchasers of Shares in this Offering if 25% of Shares Sold

Price per share Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering $ 0.10
$ 0.10
$ 50,000
500,000
14%

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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

We are offering up to a total of 2,000,000 shares of common stock on a best efforts basis, no minimum, 2,000,000 shares maximum. The offering price is $0.10 per share. There is no minimum number of shares that we have to sell. There will be no escrow account. All money received from the offering will be immediately used by us and there will be no refunds. The offering will be for a period of 90 days from the effective date and may be extended for an additional 90 days if we so choose to do so.

We will sell the shares in this offering through Michael Bebek, one of our officers and directors. Mr. Bebek will contact persons with whom he has a preexisting personal or business relationship. Mr. Bebek will receive no commission from the sale of any shares. Mr. Bebek will not register as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. The conditions are that:

1. The person is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

3. The person is not at the time of their participation, an associated person of a broker-dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Mr. Bebek is not subject to disqualification, is not being compensated, and is not associated with a broker-dealer. Mr. Bebek is and will continue to be one of our directors at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. Mr. Strickland has not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation.

We intend to advertise, through tombstones, and hold investment meetings in any states or provinces where the offering will be registered. We will not use the Internet to advertise our offering. We will also distribute the prospectus to potential investors at the meetings and to our friends and relatives who are interested in us and a possible investment in the offering.

Mr. Bebek is the only person that will be selling shares in the offering and that Mr. Strickland will not be selling shares in the offering.

We confirm that we have not engaged and will not be engaging a finder in connection with this offering.

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Offering Period and Expiration Date

This offering will start on the date of this prospectus and continue for a maximum period of 90 days. We may extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

1. Execute and deliver a subscription agreement

2. Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "ENWIN RESOURCES INC."

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All moneys from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

BUSINESS

General

We were incorporated in the State of Nevada on July 10, 2002. We have acquired an option to acquire an undivided 100% interest in one property for purposes of exploration and we intend to acquire more exploration properties when we are in a position to do so. We maintain our statutory registered agent's office at Suite 880 - 50 West Liberty Street, Reno, Nevada, 89501 and our business office is located at #2006 - 2020 Bellevue Avenue, West Vancouver, BC, Canada V7V 1B8. Our telephone number is (604) 307-5808.

We are a company without revenues, we have minimal assets, we have a deficit stockholders' equity and we have incurred losses since inception.

Background

In August 2002, we entered into an option agreement with Andrew Molnar, doing business as Cadre Capital ("Cadre"), to acquire an undivided 100% interest in a mineral property containing five mining claims in British Columbia, Canada. The property, known as the Spring Lake Property (the "Property"), consists of five mining claims known as the Summer Claims 1-5located in Lac La Hache, British Columbia. We paid $10,000 to Cadre upon execution of the option agreement. We are required to pay the following additional amounts to Cadre in respect of the agreement:

1. $10,000 on or before November 31, 2003;
2. $25,000 on or before November 31, 2004;
3. $25,000 on or before November 31, 2005; and
4. $30,000 on or before November 31, 2006.

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Pursuant to the terms of the option agreement we must retain the services of Rio Minerals Ltd. to perform all exploration and/or development work on the Property. We must expend the following amounts on the exploration and/or development of the Property:

1. a cumulative total of not less than $25,000 on or before December 31, 2002;
2. a cumulative total of not less than $35,000 on or before December 31, 2003;
3. a cumulative total of not less than $150,000 on or before December 31, 2004; and
4. a cumulative total of not less than $500,000 on or before December 31, 2005.

To date we have performed approximately $11,943.76 of the initial $25,000 work program in respect of our required exploration expenses. We will acquire a 100% interest in the Property, without any further action by any party, immediately upon the last of the foregoing payments having been met. However, we are obligated to pay Cadre a net smelter return royalty (the "Royalty") equal to 2% of the net smelter returns realized from production on the Property. If we fail to meet any of the obligations in the agreement, Cadre will be entitled to terminate our option. Of the $25,0000 required to be paid on or before December 31, 2002, only $11,943 of the payment was made by us due to actual exploration expenses being less than estimated. The terms of the Spring Lake property option agreement entitle the optionor to cancel the option in the event that a payment is not made in a timely manner, unless the optionor waives such right in writing. In this instance, Cadre waived in writing its right to terminate the agreement in respect of the lesser amount paid.

We will use proceeds in this offering to make our initial exploration expenditures. To earn our interest, however, we are required to make expenditures beyond the amounts raised in this offering. We are required to make expenditures of over $800,000 in respect of our property by the end of 2005. If we discover economic mineralization or other mineralised material during our initial exploration expenditures, we will then go on to develop the property. All expenditures made in respect of our development efforts will satisfy our expenditure obligations in respect of the property. In the event that we are unsuccessful in discovering economic mineralization or mineralised material during our initial exploration, we will need to raise additional financing to continue with explorations. In the event that we are unable to raise more financing to continue our obligations, or decide do not to do so as a result of poor results during our initial explorations, we will lose our interest in our property. If we lose our interest in our property we will have to acquire another property and raise financing in respect of it. If we are unable to do so, we will go out of business and you will lose your investment.

Our current property consists of five claims which total approximately 1605 acres. The property is located approximately 20km Northeast of 100 Mile House in south central British Columbia. The area lies within a portion of the Quesnel trough, an Upper Triassic-Jurassic volcanic island arc sequence. A strong subcircular aeromagnetic anomaly exists west of Spring Lake and has been the focus of exploration in the area.

Expenditures on the property of $245,466.56 were made on geologica1, geochemical, geophysical and widely spaced diamond drilling programs during 1994 and 1995. However, no exploration has taken place to the south or west of the property grid. We confirm that the $245,466 expenditures were made by parties unrelated to our company or management.

To date we have performed a total of $11,943.76 in initial exploration work on our property. The work was completed by Rio Minerals Ltd. which included line cutting, grid surveying as well as limited geochemical soil and silt samples. No work permits are required at this time, until more advanced stages of exploration occur (i.e. drilling). We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in our property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not obtained any insurance in respect of the property.

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We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

We have expended no money on development since our inception on July 10, 2002. We have expended a total of $11,943.67 in initial exploration of the property.

There is no direct or indirect affiliation between our company, Andrew Molnar, Cadre or Rio Minerals Ltd.

The following information is provided in compliance with "Guide 7 of Industry Guides Under the Securities Act and the Exchange Act" for issuers engaged or to be engaged in significant mining operations.

Glossary of Terms

The following are the definitions of some of the highly technical and geological terms which follow below.

Andesite: A type of rock that typically formed through the relatively rapid crystallization of a lava. Andesite was named after the Andes Mountains of South America. 

Assay: A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.

Basalt:  A type of rock composed chiefly of calcic plagioclase and clinopyroxene, although nepheline, olivine, orthopyroxene, or quartz may be present.  Basalt is the fine-grained equivalent of gabbro.  Basalts typically have low viscosity and therefore occur in lava flows.

Breccia/Brecciation: a rock type, formed from recrystallised fragments of other rocks.

Clast: Rock fragments formed in a sequence of sedimentary rocks.

Development: Work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

Diamond Drill: A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.

Diorite: An intrusive igneous rock.

Exploration: Work involved in searching for ore, usually by drilling or driving a drift.

Gabbro:  A coarse-grained, dark, igneous rock.

Geophysical Survey: Indirect methods of investigating the subsurface geology using the applications of physics including electric, gravimetric, magnetic, electromagnetic, seismic, and radiometric principles.

Glaciolacustrine deposit: a deposit in a glacial lake.

Grade: The average assay of a ton of ore, reflecting metal content.

Hornblende: an important rock-forming mineral made chiefly of silicates of magnesium, calcium and iron, black in color.

Mineralization: The presence of economic minerals in a specific area or geological formation.

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Net Smelter Return: A share of the net revenues generated from the sale of metal produced by a mine.

Porphyry: Any igneous rock in which relatively large crystals, called phenocrysts, are set in a fine-grained groundness.

Reclamation: The restoration of a site after mining or exploration activity is completed.

Reserves: That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

Skarn: Name for the metamorphic rocks surrounding an igneous intrusive where it comes in contact with a limestone or dolomite formation.

Triassic: the earliest of the three geologic periods comprised in the Mesozoic era.

Tertiary: the earlier of the two geologic periods in the Cenozoic era

Vein: A mineralized zone having a more or less regular development in length, width and depth which clearly separates it from neighboring rock.

Location and Access

(1) The property consists of five claims totaling approximately 1605 acres. The property is located approximately 12 kilometers east of the junction between B.C. Highway 97 North and the 111 mile creek road, approximately 20 kilometers north of 100 Mile House, B.C., and 6 kilometers south of Lac La Hache, B.C. Williams Lake, B.C., is approximately 120 kilometers northwest of the property and is the nearest large town. The property is located in the southern Cariboo, within the Clinton Mining Division. The approximate coordinates are: latitude; 51^o 47'N, longitude; 121^o 15'W. The property is accessible by approximately 12 kilometers of all-weather gravel road east of Highway 97 north. Access through the property is via previously established logging roads and spurs. Highway 97, a B.C. Rail line, natural gas and power transmission line run through Lac La Hache. Twenty kilometers south of the property is the town of 100 Mile House, population 5,000.

The following are small scale maps showing the location and access to the property, which consists of the claims located in the very center of the map.

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Physiography

The property is situated within the Central Plateau of the Cariboo region of south central British Columbia. The area is characterized by gentle hills with elevations ranging from 850 to 1500 meters. Approximately 40% of the fir, spruce and pine forest in the immediate area has been clearcut and replanted. Several large lakes and numerous creeks provide water year-round. The claims lie between Spring Lake and Chub Lake. The annual precipitation is from 500 to 1000 millimeters, with most of it occurring during the winter months. Winter snow cover averages one meter, arriving by early November and departing by April.

(2) Pursuant to an option agreement between us and Cadre, we have an option to acquire an undivided 100% interest the claims if we expend certain amounts of money on exploration.

In August 2002, we entered into the option agreement with Cadre to acquire an undivided 100% interest in the Summer Claims 1-5located in Lac La Hache, British Columbia. We paid $10,000 to Cadre upon execution of the option agreement. We are required to pay the following additional amounts to Cadre in respect of the agreement: $10,000 on or before November 31, 2003; $25,000 on or before November 31, 2004; $25,000 on or before November 31, 2005; and $30,000 on or before November 31, 2006. Pursuant to the terms of the option agreement we must retain the services of Rio Minerals Ltd. to perform all development work, if any, on the Property. We must expend the following amounts on the exploration and development, if any, of the Property: a cumulative total of not less than $25,000 on or before December 31, 2002; a cumulative total of not less than $35,000 on or before December 31, 2003; a cumulative total of not le ss than $150,000 on or before December 31, 2004; and a cumulative total of not less than $500,000 on or before December 31, 2005.

We will acquire a 100% interest in the Property, without any further action by any party, immediately upon the last of the foregoing payments having been met. However, we are obligated to pay Cadre a net smelter return royalty (the "Royalty") equal to 2% of the net smelter returns realized from production on the Property

(3) The Lac La Hache area was initially prospected for placer gold during the Cariboo Gold Rush in the 1890's. In 1966, the federal and provincial government performed an airborne magnetic survey of the Lac La Hache area which resulted in the delineation of several magnetic anomalies. This was followed by exploration for porphyry and skarn mineralization. In 1969 and 1970, geological, geochemical and geophysical work was performed on the Spring Lake area by Royal Canadian Ventures Ltd. (Vollo, 1969/1970). In 1982 and 1983, geochemical and limited induced polarization surveys were performed in the Spring Lake and Chub Lake area by Guichon Explorco Limited for Selco Inc. (Owsiacki, Gamble, 1982, 1983). Local copper anomalies were encountered north of Kelly Lake, and between Spring Lake and Chub Lake where thick glacial till and possible lake bottom deposits occur.

(4) Geological, geochemical, geophysical and diamond drilling programs were performed on the property during 1994 and early 1995. In early 1994, two road reconnaissance induced polarization lines through the property from east to west indicated anomalous chargeability west of Kelly Lake, B.C. Seven (7) lines of standard grid and soil geochemical sampling of the C-horizon was performed in the area of chargeability. Remnants of lines and stations from work performed in 1982 were tied in. Five diamond drillholes were conducted in 1994 to determine the source of a combined geophysical, geochemical anomaly. Cut grid lines, induced polarization and magnetic surveys were then performed (Vissor, 1994 report for G.W.R. Resources), and followed by drilling of 8 holes in early 1995.

We have just commenced our initial explorations of the property.

A power transmission line run through Lac La Hache which is accessible from our property. We will utilize this source of power during our explorations.

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Slopes on the property are very steep throughout. Vegetation consists mainly of fir and pine trees, much of it mature second growth. The climate features warm summers and cold winters. The Harrison Forrest is very wet in the winter and fairly dry in the summer. Average yearly precipitation is thirty inches. A snow pack of six to nine feet begins to accumulate in October and lingers in places into May. The recommended field exploration season is from early May to late October, although the close proximity to access roads would allow for drilling or underground exploration and development on a year round basis.

Property Geology

The property is underlain by Upper Triassic-Jurassic volcanic-sedimentary breccias of andesite-basalt composition, and subvolcanic hornblende-feldspar porphyry flows, dikes or sills of basalt-andesite or monzodiorite composition. The northwestern portion of the property is underlain by a volcanic-sedimentary breccia containing limestone clasts. This unit fonns a prominent easterly trending ridge. Gabbro-diorite occurs near the 1994 IP baseline, and medium grained feldspar porphyritic monzodiorite-diorite occurs in drillholes. Near Kelly Lake, relatively fresh to weakly chloritic biotite-hornblende granodiorite outcrops. Intrusive brecciation occurs near the contact between the gabbro and the granodiorite north of Kelly Lake, and between the gabbro and monzodiorite west of Kelly Lake. Fresh to weakly propylitic very fine grained, amygdaloidal, vessicular plagioclase porphyritic basalt dikes are associated with quartz-carbonate-clay altered fault zones cutting older rocks. Flat-lying, fresh, hematitic T ertiary mafic porphyry flows over the older rocks unconformably.

The property is extensively covered by glacial, and glaciolacustrine deposits reaching over100 meters in depth, however, depth appears to vary erratically.

Air photo interpretation and regional magnetics suggest the property is generally within a northwesterly structural fabric, and a VLF-EM survey carried out by Royal Canadian Ventures Ltd. indicate northeast to east-west structures occur (Vollo, 1969/70). Fine grained, banded volcanic tuff appear to dip gently in drillhole S94-2 and 4. Limestone and sedimentary clasts in the northwest corner of the property appear to have relatively flat-lying orientations. Magnetometer surveys over the 1994 I.P. grid indicate a +3,000 Nt (relative) magnetic anomaly occurs at the east end of the volcanic-sedimentary breccia, northwest of Spring Lake. Mapping indicates northerly trending faults cut the volcanic-sedimentary breccia west of the mag anomaly. Moderate to strong fracturing and faulting occurs near the contact between various intrusive and volcanic rocks. A northerly trending contact between gabbro/diorite and granodiorite north of Kelly Lake occurs. Fracture orientations are dominantly subvertical with subordina te subhorizontal jointing and tension fractures.

We have not determined if there is any economic mineralization on the property nor whether there is other mineralization of any economic significance. We will not be able to make such determination until completion of this offering (please see "Our Proposed Exploration Program").

We have obtained a geologist or mining engineer's report on the property from one of our directors, Derrick Strickland. The report and the consent of Mr. Strickland are attached as exhibits to this registration statement.

Previous Exploration

Geological, geochemical, geophysical and diamond drilling programs were performed on the property during 1994 and early 1995. In early 1994, two road reconnaissance induced polarization lines through the property from east to west indicated anomalous chargeability west of Kelly Lake, B.C. Seven (7) lines of standard grid and soil geochemical sampling (-60# preparation) of the C-horizon was performed in the area of chargeability. Remnants of lines and stations from Selco's work in 1982 were tied in. Elevated copper values (mean + 1 standard deviation) are based on Selco's extensive surveys of the region in 1982/83 (Gamblc, D., 1982, figure 5). Five diamond drillholes were conducted in 1994 to determine the source of a combined geophysical, geochemical anomaly. Cut grid lines, induced polarization and magnetic surveys were then performed (Vissor, 1994 report for G.W.R. Resources), and followed by drilling of 8 holes in early 1995.

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Previous exploration programs have left areas to the south and west of the property grid virtually unexplored fro mineral potential.

Our Proposed Initial Exploration Program

We must conduct initial explorations to determine what amount of valuable minerals, if any, exist on our properties and if any valuable minerals that are found can be economically extracted and profitably processed. Our exploration targets are any valuable minerals, and specifically we will look for economic mineralization, silver, copper and zinc.

Our initial exploration program is designed to economically explore and evaluate our properties. Any proceeds we raise in this offering will be applied to pay our offering expenses, then for initial exploration expenses, and then for development, if our exploration indicates that development is warranted.

We do not claim to have any valuable minerals or reserves whatsoever at this time on any of our properties.

We intend to implement an exploration program and intend to proceed in the following three phases all of which will be performed or supervised by Derrick Strickland, one of our directors, and independent contractors hired by us. We may hire a professional geologist as an independent contractor to assist Mr. Strickland. We will not hire anyone to start exploration until we receive funds from this offering to start exploring for economic mineralization. We believe that the only equipment we will need to start exploration on the property will be a backhoe. We will lease the backhoe from and equipment rental or hire an independent contractor who owns a backhoe to the dig the trenches we refer to in this prospectus. We expect to have to pay $30,000 for a backhoe or $25.00 an hour for an independent contractor who owns his own backhoe.

The only equipment we will need is a backhoe to dig trenches. It is not possible to allocate specific dollar amounts to specific acts because we do not know what it will encounter during our trenching. As trenches are dug and we evaluate the results, we will determine if valuable mineralized material exists. Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metals. If valuable mineralized material is found, we will then determined if it is profitable to extract the economic mineralization. If we determine that it is possible to extract the mineralized material, the exploration the property will cease and we will initiate the development stage of the property. The proceeds from the offering will not be used for development. We have not formulated a plan for development, and cannot and will not to so until valuable mineralized material is found.

Phase 1 of our initial explorations will consist of geological mapping and sampling of the property to determine rock types, alteration and mineralization. We will also undertake soil geochemistry using 240 micron fraction over existing cut lines, and new lines to the south and north. We will also conduct polarization and magnetic surveys.

The geologic mapping on the property will be done by taking soil samples throughout the property at approximately 200-300 foot intervals. On areas with no rock outcrops, we will do soil survey grids. We will also analyze surface outcrops of rock and the topography of the property to assist in the geologic mapping. We anticipate the costs of the geologic mapping during this Phase to be approximately $8,000.

We will also conduct geochemical testing during Phase 1. Rock samples will be taken from the property and taken to a lab where a determination of the elemental make up of the sample and the exact concentrations of economic mineralization, silver, copper and zinc will be made. We will then compare the relative concentrations of economic mineralization, silver, copper and zinc in samples so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance. We anticipate the cost of geochemical testing to be approximately $8,000 to $12,000.

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When available, existing workings, like trenches, prospect pits, shafts or tunnels will be examined. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will begin trenching the area. Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area. They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations. Once excavation of a trench is completed, samples are taken and then analyzed for economically potential valuable minerals that are known to have occurred in the area. We will analyze trench samples at a lab in Vancouver, British Columbia. Rock chip samples will tested for traces of economic mineralization, silver, lead, copper, zinc, iron, and other valuable minerals; however our primary focus is the search for economic mineralization, silver, copper or zinc. A car eful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.

We estimate that Phase 1 will take about 3 months and cost up to $20,000.

Phase 2 involves an initial examination of the underground characteristics of any vein structure that was identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods employed are

- More extensive trenching

- More advanced geophysical work

- Diamond drilling

Diamond drilling is an essential component of exploration and aids in the delineation and definition of any deposits. The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling. We anticipate the approximate cost of the geophysical work to be approximately $5,000, and the approximate cost of drilling, if completed, to be $5,000 to $8,000.

Trenching identifies the continuity and extent of mineralization, if any, below the surface. If trenching reveals significant mineralization, we may conduct limited diamond drilling to further explore the deposit. We anticipate that we will rely primarily on more extensive trenching during Phase 2 to identify the extent of mineralization. We anticipate the cost of the trenching during Phase 2 to be approximately $8,000.

After a thorough analysis of the data collected in Phase 2, we will decide whether to proceed with a Phase 3 study or to continue more Phase 2 explorations.

Phase 2 will take about 3 months and cost up to $20,000.

Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. This is accomplished through extensive drift driving. Drift driving is the process of constructing a tunnel to take samples of minerals for testing. Later, the tunnel can be used for mining minerals. The costs of underground work are variable and depend in large part on the type of rock encountered. If the rock is unstable and fractured, the cost of tunneling can increase greatly because the tunnel must be reinforced. If the rock is tombstone or granite the cost of tunneling is lower as reinforcement of the tunnel is not necessary. We do not intend to conduct extensive drift driving until Phase 3. We anticipate driving a drift of approximately 50 to 60 feet during Phase 3, at an approximate cost of $1,000 per foot, for a total cost of between $50,000 and $60,000.

Phase 3 will take about 6 months and cost up to $90,000.

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In order for us to initiate underground work during Phase 3, we will take into account several factors before we make the decision to go underground. We will consider the density of the underlying rock in deciding the extent of the drift driving to be undertaken. If the rock encountered is tombstone or granite we are more likely to proceed with more extensive drift driving as the cost of construction is lower than if the rock is unstable and/or fractured. The primary factor we will take into account in deciding whether to proceed with extensive drift driving will be the grade and consistency of the ore encountered. That is to say, our estimate of the amount of economic mineralization or other valuable mineral per ton in the underlying rock will determine the extent of our underground work.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

The three phases of exploration will be conducted by a qualified geologist with reasonable experience in exploration of economic mineralization and mineral properties. The exploration will be supervised by Derrick Strickland, a member of our Board of Directors. Mr. Strickland will also be involved extensively in assisting with the geologic mapping and geochemical testing. See "Background of Officers and Directors".

In the event that our initial exploration program is successful and we discover mineralized material, we will then continue with development expenditures in respect of our property. We will require additional financing to commence our development. We are required to spend a cumulative total of over $800,000 in respect of our property by the end of 2005. Development expenditures will satisfy our expenditure obligations. In the event that our initial exploration program is unsuccessful and we do not find any mineralized material, we will have to decide whether to continue with or cease our exploration efforts. We will require additional financing if we decide to continue with development efforts in respect of the property. If we decide not to pursue further exploration of the property we will lose our interest. We will have to find another property to explore and to do so we will require additional financing. We may be unable to raise such additional financing. If we are unable to raise financing we will go out of business and you will lose your entire investment.

Competitive Factors

The economic mineralization mining industry is fragmented. We compete with other exploration companies looking for economic mineralization. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the economic mineralization mining market. While we compete with other exploration companies, there is no competition for the exploration or removal or mineral from out property. Readily available economic mineralization markets exist in Canada and around the world for the sale of economic mineralization. Therefore, we will likely be able to sell any economic mineralization that we are able to recover.

Regulations

Our mineral exploration program is subject to the Mineral Tenure Act (British Columbia) and Regulation. This act sets forth rules for

- Locating claims

- Posting claims

- Working claims

- Reporting work performed

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We are also subject to the British Columbia Mineral Exploration Code (the "Code") that tells us how and where we can explore for valuable minerals. We must comply with these laws to operate our business. The purpose of the Code is to assist persons who wish to explore for valuable minerals in British Columbia to understand the process whereby exploration activities are permitted and regulated. The Code establishes province wide standards for mineral exploration and development activities. The Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of environmental disturbance. The Code does not apply to certain exploration work we will be conducting. Specifically, work that does not involve mechanical disturbance of the surface including:

- Prospecting using hand-held tools

- Geological and geochemical surveying

- Airborne geophysical surveying

- Hand-trenching without the use of explosives

-The establishment of gridlines that do not require the felling of trees

Exploration activities that we intend on carrying out which are subject to the provisions of the Code are as follows:

- Drilling, trenching and excavating using machinery

- Disturbance of the ground by mechanical means

- Blasting

Compliance with these rules and regulations will require us to meet the minimum annual work requirements. Also, prior to proceeding with any exploration work subject to the Code we must apply for a notice of work permit. In this notice we will be required to set out the location, nature, extent and duration of the proposed exploration activities. The notice is submitted to the British Columbia Regional Office of the Mines Branch, Energy Division. We have not yet applied for this permit, since it is not required until later stages of exploration (i.e. drilling). We estimate that the fees for obtaining such permit are very nominal and that it can be obtained within 2 weeks.

In order to explore for economic mineralization on our property we must submit the plan contained in this prospectus for review and pay a fee of $150.00. We believe that the plan as contained in this prospectus will be accepted and an exploration permit will be issued to us. The exploration permit is the only permit or license we will need to explore for economic mineralization on our property.

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of exploration properties exploration properties. The goal of this Act is to protect the environment through a series of regulations affecting:

1. Health and Safety

2. Archaeological Sites

3. Exploration Access

We are responsible to provide a safe working environment, to not disrupt archaeological sites, and to conduct our activities to prevent unnecessary damage to the property.

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We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint. We do not expect costs associated with compliance with environmental laws to be significant, so long as the exploration is properly conducted within generally accepted standards. In the event that such costs are higher than we anticipate we may need to raise additional financing. We have not arranged for such financing, nor is there any guarantee that we would be able to secure it. If we are unable to pay costs associated with compliance with environmental laws this could significantly harm our business.

We are currently in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

Employees

Initially, we intend to use the services of subcontractors for manual labor exploration work on our properties. Our only technical employee will be Derrick P. Strickland, one of our directors.

Employees and Employment Agreements

At present, we have no employees, other than Mr. Bebek, has received a total compensation for his services of $500 to date. Mr. Bebek does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to any employees.

We intend to hire geologists, engineers and excavation subcontractors on an as needed basis. We have not entered into any negotiations or contracts with any of them. We do not intend to initiate negotiations or hire anyone until we receive proceeds from our offering.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS

We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations.

To meet our need for cash we are attempting to raise money from this offering. There is no assurance that we will be able to raise enough money through this offering to stay in business. Whatever money we do raise, will be applied first to offering expenses, then exploration and then to development, if development is warranted. If we do not raise all of the money we need from this offering, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have discussed this matter with our officers, however, our officers are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise all the money we need from this offering for our initial e xploration program, we will be required to raise additional financing. We are required to make a total of $800,000 in expenditures in respect of our property by the end of the year 2005. To date we have expended a total of only about $21,943.76 (including the $10,000 we paid to acquire the option). This amount includes a total of $11,943.76 exploration expenditures we have made to date. The work was completed by Rio Minerals Ltd. which included line cutting, grid surveying as well as limited geochemical soil and silt samples. Rio Minerals Ltd. completed the portion of the exploration for which we paid $11,943 by December 31, 2002.

- 27 -

We will be conducting research in connection with the exploration of our property. We are not going to buy or sell any plant or significant equipment. We do not expect a change in our number of employees.

Limited Operating History; Need for Additional Capital

There is no historical financial information about our company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations. We may not be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We are seeking equity financing pursuant to this offering to provide for the capital required to implement our research and initial exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. We will require additional financing beyond this offering.

Plan of Operation

Over the next twelve months, we intend to complete the research and initial exploration stage of our mining operations on our first and only property. We obtained our interest in our property by entering into an option agreement with Cadre Capital to acquire an undivided 100% interest in a mineral property in British Columbia, Canada. We paid $10,000 to Cadre upon execution of the option agreement. In order to earn our 100% interest, we are required to expend more than $800,000 in respect of our property by the end of 2005. The financing from this offering will be used to pay for our initial program of exploration. If our initial exploration program is successful, we intend to proceed with development of our property. Expenditures made in respect of development will satisfy our obligations in respect of our property. If our initial program of exploration is unsuccessful we will either continue with or cease our explorations, depending upon our results. W e will require additional financing beyond this offering whether or not we continue with explorations or commence development of our property. We have not made any arrangements in respect of such financing.

If we raise the maximum of $200,000 in this offering, we believe that we can pay our offering expenses and satisfy our cash requirements without having to raise additional funds in the next twelve months. If we raise less than $200,000 we may have to raise additional financing or we may not be able to continue our proposed business operations. Until completion of this offering, we believe that our president and director, Michael Bebek, will contribute funds to pay for our expenses because of his significant equity ownership in us. However, Mr. Bebek is not obligated to pay our expenses and he may be unable to do so. Our belief that Mr. Bebek will pay our expenses is based on the fact that he owns 3,000,000 shares of our common stock. We believe Mr. Bebek will continue to pay our expenses as long as he maintains an ownership of our common stock.

We do not expect to purchase or sell any plant or significant equipment. We intend to lease any equipment, such as a backhoe, that we need to carry out our exploration operations.

We do not expect to increase our number of employees during the next twelve months. We intend to retain the services of independent contractors, on an "as needed basis", to carry out our exploration program.

- 28 -

Liquidity and Capital Resources

As of the date of this registration statement, we have not generated any revenues from our proposed business operations.

We issued 3,000,000 shares of common stock through a Section 4(2) offering in July 2002. This was accounted for by an advance of $3,000. Mr. Bebek has loaned as a total of $27,026 to date. Mr. Bebek intends to loan us small amounts of money, as needed, to pay organizational and start-up costs and operating capital. The loans will not bear interest and have not been made as of the date hereof. There are no documents that will reflect the loans and the loans will not be due on a specific date. Mr. Bebek will accept repayment from us when money is available. If the maximum amount is raised, we intend to repay the amount he loans us from the proceeds of this offering.

As of August 31, 2002, our total assets were $7,508and our total liabilities were $27,026.

MANAGEMENT

Officers and Directors

Each of our directors is elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our present officers and directors are set forth below:

Name and Address	Age	Positions
Michael Bebek #109 - 1070 Nelson Street, Vancouver, B.C., Canada V6E 1H8	30	President, Secretary, Treasurer and a member of the Board of Directors
Derrick Strickland 208 - 1707 Charles Street Vancouver, B.C. V5N 2T7	31	Member of the Board of Directors

The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Michael Bebek has been our President, Secretary, Treasurer and a member of our board of directors since inception. Mr. Bebek has devoted approximately 50% of his professional time to our business since inception and intends to continue to devote this amount of time in the future.

From 2001 to present Mr. Bebek has worked as a Computer Consultant for Liquor Distributors of British Columbia, the provincial liquor distribution authority.

Throughout 2001 Mr. Bebek was a Computer Consultant for 360 Networks Inc., a communications infrastructure provider.

Throughout 2000 Mr. Bebek was a Junior Network Administrator for InterLogic Engineering Ltd., a software development and design company.

- 29 -

From 1999 to 2000 Mr. Bebek was an Instructor for CCI Learning Inc., a developer and supplier of computer training products.

From 1997 to 1999 Mr. Bebek was a server at Earl's Restaurant.

From 1994 to 1997 Mr. Bebek majored in Business Administration and Minored in Computer Science at the University of Northern British Columbia, Prince George, B.C., Canada.

In 2000 Mr. Bebek obtained a Diploma in Computer Network Administration from the CDI College of Business and Technology, Vancouver, B.C., Canada.

Derrick Strickland has been a member of our board of directors since inception. Mr. Strickland has devoted approximately 5% of his professional time to our business since inception and intends to continue to devote this amount of time in the future.

2001 to present Mr. Strickland has worked as an independent geological consultant.

From 2000 to 2001 Mr. Strickland was completing his Master of Business Administration from University of Phoenix.

From 1993 to 2000 Mr. Strickland was an Acting Senior Mineralogist/Geologist for Ashton Mining of Canada Inc., in Vancouver, British Columbia.

- Project management: budgets, technical and administrative staff. Including heavy mineral sampling and exploration drilling

- Evaluating diamond potential of Kimberlites

- Development of various analytical research projects, from proposals to presentation of findings, typically research in glacial geology and kimberlite indicators.

- Designing, implementation and maintenance of information systems; database and graphical interface, evaluation of new software packages.

- Evaluation of business proposals: including negotiating and preparing of contracts.

- Investor Relations: promotion through brochures, public displays, advertising, networking with customer base, and attending trade shows.

- Training of personnel in complex scientific methods ranging from modern research to computer applications.

- Undertaking special projects ranging from data collection to statistical analysis and interpretations, i.e. analysis of ISO 9000 accreditation, including research and documentation of findings.

- 30 -

Throughout 1993 Mr. Stickland was a Geologist for RESA Resources Inc. in Bellchasse, Quebec

- Conducted detailed and Reconnaissance geological and geochemical surveys. In the Eastern Townships of Quebec.

- Diamond Drilling on the Bellchasse Economic mineralization deposit.

- Creation of an information management system for land and technical issues.

From 1991 to 1993 Mr. Strickland was a Laboratory Supervisor/Teaching Assistant at Concordia University, Montreal, Quebec

- Development of information tracking systems: for geochemical samples.

- Ensured safe laboratory practices.

- Training of personnel; in laboratory practices and the use of computer system.

- Teaching of the laboratory portion of introductory classes.

From 1990 to 1992 Mr. Strickland was a Research Assistant for McGill University, Montreal, Quebec

- Assisting in various industries sponsored research studies.

- Preparations of various media for analytical work.

In 1992 Mr. Strickland was a Junior Geologist/Field Assistant for the Geological Survey of Canada, in Red Lake, Ontario.

- Collection of glacial till samples and other field duties for tungsten exploration

In 1991Mr. Strickland was a Field/Lab Technician for the New Brunswick Department of Natural Resources, in Fredericton, New Brunswick.

- Geotechnical, geochemical, and technical lab duties.

From 1986 to 1988 Mr. Strickland was a Field Assistant for RESA Resources Inc., in Bellchase Quebec.

- Conducted detailed and Reconnaissance geological and geochemical surveys.

- Economic mineralization Panning, geotechnical office duties on the Bellchase Deposit in Quebec

In 2001 Mr. Strickland obtained his Master of Business Administration from University of Phoenix

In 1997 Mr. Strickland completed the CSC Canadian Securities Course

In 1993 Mr. Strickland obtained his Bachelor of Science in Geology from Concordia University, Quebec.

Conflicts of Interest

We believe that only conflicts of interest to which Messers. Strickland and Bebek may be subject are in the devotion of time to other exploration projects that do not involve us.

- 31 -

EXECUTIVE COMPENSATION

Messrs. Strickland and Bebek, our officers and directors, may receive very limited compensation for their services as our officers. To date Mr. Bebek has received $500. There are, however, no plans to compensate regularly in the near future, unless and until we begin to realize revenues and become profitable in our business operations.

Messrs. Bebek and Strickland have not accrued compensation for past services, nor do they intend to do so for future services.

Option/SAR Grants

The company does not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors since we were founded.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

The members of the Board of Directors are not compensated by us for acting as such.

Indemnification

Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

- 32 -

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of Beneficial Owner [1]	Amount and Nature of Beneficial Ownership	Percentage of Class
Common Shares	Michael Bebek #109 - 1070 Nelson Street, Vancouver, B.C., Canada V6E 1H8	3,000,000	100%

[1] The person(s) named above may be deemed to be a parent and promoter of our company by virtue of his/its direct and indirect stock holdings. Messrs. Strickland and Bebek are the only promoters of our company.

Future Sales by Existing Stockholders

A total of 3,000,000 shares of common stock were issued to the existing stockholders, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.

Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 25,000,000 shares of common stock, par value $0.001 per share. The following are the all of the material terms that apply to our holders of our common stock:

They have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

They are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

They do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

They are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

- 33 -

Our legal counsel, Sutton Lawrence LLP, are of the opinion that all shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities. We also refer you to the opinion of our legal counsel, Sutton Lawrence LLP, attached hereto as Exhibit 5.1.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, the present stockholders will own approximately 71.43% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC Regulation 15D of the Securities Exchange Act.. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Our duty to file reports under Regulation 15D of the Securities Exchange Act.shall be automatically suspended to any fiscal year, other than the fiscal year within which such registration statement became effective, if, at the beginning of such fiscal year, the securities of each class to which the registration statement relates are held of record by less than three hundred persons

Stock Transfer Agent

We have not yet appointed a stock transfer agent for our securities. We intend to appoint a stock transfer agent before effectiveness of this prospectus.

CERTAIN TRANSACTIONS

On July 23, 2002, we issued a total of 3,000,000 shares of restricted common stock to Mr. Bebek, our president and a director of our company. This was accounted for as cash advances of $3,000. Mr. Bebek has also loaned as a total of approximately $27,026 to date.

- 34 -

Mr. Bebek intends to continue to advance small loans to us to be used for organizational and start-up costs and operating capital until this offering is completed. The loans will not bear interest and have not been advanced as of the date hereof. There will be no documents reflecting the loans and they will not be due on a specific date. Mr. Bebek will accept repayment from us when money is available. We plan to repay the loans from the proceeds of this offering provided that we raise the maximum amount.

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

Our financial statements for the period from inception to August 31, 2002, included in this prospectus have been audited by Malone & Bailey, PLLC, as set forth in their report included in this prospectus. Our unaudited financial statements for the fiscal quarters ending November 30, 2002 and February 28, 2003 have been reviewed by Malone & Bailey, PLLC.

LEGAL MATTERS

The validity of the common stock offered hereby and certain legal matters have been passed on by Sutton Lawrence LLP, of Reno, Nevada.

FINANCIAL STATEMENTS

Our fiscal year end is August 31. Our audited financial statements, prepared by an Independent Auditor, from inception to August 31, 2002 as well as our unaudited financial statements for the fiscal quarters ending November 30, 2002 and February 28, 2003, immediately follow.

- 35 -

_________________________________________________________________________________________________________

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Enwin Resources, Inc.
Vancouver, British Columbia, Canada

We have audited the accompanying balance sheet of Enwin Resources, Inc. as of August 31, 2002, and the related statements of operations, stockholders' equity (deficit), and cash flows for the period from July 10, 2002 (inception) through August 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Enwin Resources, Inc. as of August 31, 2002, and the results of its operations and its cash flows for the period from July 10, 2002 (inception) through August 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas

September 30, 2002

F-1

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET
August 31, 2002

	2002
ASSETS	(As Restated)
Cash	$ 7,508
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Shareholder advances	$ 27,026
Commitments
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value, 25,000,000 shares authorized, 3,000,000 shares issued and outstanding	3,000
Deficit accumulated during the exploration stage	(22,518)
Total Stockholders' Equity (Deficit)	(19,518)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 7,508

See the accompanying notes to these financial statements.

F-2

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Period From July 10, 2002 (Inception) Through August 31, 2002

	2002
	(As restated)
General and administrative:
Impairment	$ 12,000
Professional fees	$ 10,000
Compensation	500
Other	18
Net loss	$ 22,518
Net loss per share:
Basic and diluted	$ (0.00)
Weighted average shares outstanding:
Basic and diluted	3,000,000

See the accompanying notes to these financial statements.

F-3

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from July 10, 2002 (Inception) through August 31, 2002

	Common stock		Deficit accumulated during the exploration stage	Total
	Shares	Amount
Issuance of common stock to founders for $3,000	3,000,000	$ 3,000	$ -	$ 3,000
Net loss	-	-	(22,518)	(22,518)
Balance, August 31, 2002	3,000,000	$ 3,000	$ (22,518)	$ (19,518)

See the accompanying notes to these financial statements.

F-4

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Period From July 10, 2002 (Inception) Through August 31, 2002

	Inception through
	2002
	(As restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (22,518)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment	10,000
Net cash used in operating activities	(12,518)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment on option to acquire a mining interest in property	(10,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock	3,000
Shareholder advances	27,026
CASH FLOWS FROM FINANCING ACTIVITIES	30,026
NET INCREASE (DECREASE) IN CASH	7,508
Cash, beg. of period	-
Cash, end of period	$ 7,508

See the accompanying notes to these financial statements.

F-5

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History and Business Activity

Enwin Resources, Inc. or ("Enwin") is an exploration stage company with no current business operations. Enwin was incorporated in the state of Nevada on July 10, 2002. Enwin is in the process of acquiring certain mining claims.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic and Diluted Loss Per Share

Basic and diluted loss per share is computed using the weighted average number of common shares outstanding during the period.

Impairment of Assets

Management reviews assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management assesses impairment by comparing the carrying amount to individual cash flows. If deemed impaired, measurement and recording of an impairment loss is based on the fair value of the asset.

Recent Accounting Pronouncements

Enwin does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Enwin's results of operations, financial position or cash flow.

F-6

NOTE 2. RESTATEMENT

Enwin determined its interest in mining property of $10,000 is impaired since Enwin cannot reasonably predict any revenue for the next 12 months, therefore, Enwin has recorded an impairment of $10,000 for the period ended August 31, 2002.

NOTE 3 - INCOME TAXES

Enwin has not yet realized income as of the date of this report, no provision for income taxes has been made. At August 31, 2002 a deferred tax asset has not been recorded due to Enwin's lack of operations to provide income to use the net operating loss carryover of $13,000 that expires in the year 2022.

NOTE 4 - RELATED PARTY TRANSACTIONS

A Shareholder of Enwin has advances due from Enwin of $27,026 at August 31, 2002. The advances are non-interest bearing and are due upon demand. The same shareholder has agreed to advance Edwin monies until an offering is completed.

Enwin neither owns nor leases any real or personal property. An officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. If a specific business opportunity becomes available, such persons may face a conflict of interest. A Company policy for handling such a conflict has not yet been formulated.

NOTE 5 - OFFERING COSTS

Enwin is in the process of completing a registration statement on Form SB-2 pursuant to which it will sell up to 2,000,000 shares of its voting common stock at $.10 per share, for a total of up to $200,000 or less. In connection with the public offering Enwin will incur certain offering costs as follows:

	Amount
SEC Registration Fee	$ 100
Printing	6,500
Legal and Accounting	30,000
State Taxes	5,000
Engineering	5,000
Blue Sky Fees	3,000
Transfer Agent	400
Total	$ 50,000

Enwin will charge these costs against the gross proceeds of the offering.

NOTE 6 - STOCKHOLDERS' EQUITY

At August 31, 2002, Enwin had 25,000,000 authorized common shares, $.001 par value.

In July 2002, Enwin issued 3,000,000 common shares to its founders for proceeds of $3,000.

F-7

NOTE 7 - FINANCIAL INSTRUMENTS

Fair Value - The carrying value of cash approximates fair value.

Concentrations of Risk - Financial instruments that potentially subject Enwin to significant concentration of credit risk consists primarily of cash. Enwin's cash is held in an U.S. dollar checking account at a Canadian financial institution and does not constitute a deposit that is insured under the Canada Deposit Insurance Corporation Act.

NOTE 8 - OPTION TO PURCHASE MINING CLAIMS

In July 2002, Enwin entered into an agreement to acquire 5 mining claims from Cadre Capital ("Cadre"), which total 1,605 acres in British Columbia, Canada. Enwin made the initial payment of $10,000 and is obligated to make the following payments as of August 31, 2002:

	Amount
Due on or before November 30, 2002	$ 10,000
Due on or before November 30, 2003	25,000
Due on or before November 30, 2004	25,000
Due on or before November 30, 2005	30,000
Total	$ 90,000

In accordance with the agreement, Enwin has agreed to use the services of Rio Mineral, Ltd. ("Rio") for the exploration and/or development of the property, Enwin does not have a separate agreement with Rio. Enwin has agreed with Cadre to certain minimum amounts to develop the property which will be paid to Rio. As of August 31, 2002, Enwin has agreed to the following minimum exploration and/or development costs:

	Amount
On or before November 30, 2003	$ 25,000
On or before November 30, 2004	35,000
On or before November 30, 2005	150,000
On or before November 30, 2006	500,000
Total	$ 710,000

If there is a material breach of the option agreement, Cadre has the right to terminate the option agreement upon 30 days notice.

Enwin has agreed to pay Cadre 2% of all future net smelter returns realized.

F-8

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET

	November 30,	August 31,
	2002	2001
ASSETS	(unaudited)
Current assets
Cash	$ 632	$ 7,508
LIABILITIES AND STOCKHOLDERS' DEFICIT
Shareholders advances	37,026	$ 18,500
Commitments
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 25,000,000 shares authorized, 3,000,000 shares issued and outstanding	3,000	3,000
Deficit accumulated deficit during the exploration stage	(39,394)	(22,518)
Total Stockholders' Deficit	(36,394)	(19,518)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 632	$ 7,508

See notes to interim condensed financial statements.

F-9

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)

	Three Months Ended November 30,		Inception through November 30,
	2002	2001	2002
General and administrative:
Professional fees	$ 2,320	$ -	$ 14,320
Impairment	-	-	10,000
Compensation	2,500	-	3,000
Other	12,056	-	12,074
Net loss	$ (16,876)	$ -	$ (39,394)
Net loss per share:
Net loss basic and diluted	$ (0.01)	n/a
Weighted average shares outstanding:
Basic and diluted	3,000,000	n/a

See notes to interim condensed financial statements.

F-10

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)

	Three Months Ended November 30,		Inception through November 30,
	2002	2001	2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (16,876)	$ -	$ (39,394)
Adjustments to reconcile net deficit to cash used by operating activities:
Impairment	-	-	10,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(16,876)	-	(29,394)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment on option to acquire mining interest in property	-	-	(10,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock	-	-	3,000
Shareholder advances	10,000	-	37,026
CASH FLOWS FROM FINANCING ACTIVITIES	10,000	-	40,026
NET INCREASE (DECREASE) IN CASH	(6,876)	-	632
Cash, beg. of period	7,508	-	-
Cash, end of period	$ 632	$ -	$ 632
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	-	-	-
Income taxes paid	-	-	-

See notes to interim condensed financial statements.

F-11

ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Enwin Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form SB-2. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2002 as reported in Form SB-2, have been omitted.

F-12

ENWIN RESOURCES, INC.
AN EXPLORATION STAGE COMPANY
BALANCE SHEETS

	February 28, 2003	August 31, 2002
ASSETS	(unaudited)
Current assets
Cash	$ 472	$ 7,508
LIABILITIES AND STOCKHOLDERS' DEFICIT
Shareholders advances	$ 42,026	$ 18,500
Commitments
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 25,000,000 shares authorized, 3,000,000 shares issued and outstanding	3,000	3,000
Deficit accumulated during the exploration stage	(44,554)	(22,518)
Total Stockholders' Deficit	(41,554)	(19,518)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 472	$ 7,508

See notes to interim condensed financial statements.

F-13

ENWIN RESOURCES, INC.
AN EXPLORATION STAGE COMPANY
STATEMENTS OF OPERATIONS
Three and Six Months Ended February 28, and
Period From April 1, 2002 (Inception) through February 28, 2003
(Unaudited)

	Three months ended February 28,		Six months ended February 28,		Inception through February 28,
	2003	2002	2003	2002	2003
General and administrative:
Professional fees	$ -	$ -	$ 2,320	$ -	$ 14,320
Impairment	-	-	-	-	10,000
Compensation	3,500	-	6,000	-	6,500
Other	1,660	-	13,716	-	13,734
Net loss	$ (5,150)	$ -	$ (22,036)	$ -	$ (44,554)
Net loss per share:
Basic and diluted	$ (0.00)	n/a	$ (0.01)	n/a
Weighted average shares outstanding:
Basic and diluted	3,000,000	n/a	3,000,000	n/a

See notes to interim condensed financial statements.

F-14

ENWIN RESOURCES, INC.
AN EXPLORATION STAGE COMPANY
STATEMENTS OF CASH FLOWS
Six Months Ended February 28, and
Period From April 1, 2002 (Inception) through February 28, 2003
(Unaudited)

	2003	2002	Inception through February 28, 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (22,036)	$ -	$ (44,554)
Adjustments to reconcile net deficit to cash used by operating activities:
Impairment	-	-	10,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(22,036)	-	(34,554)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment on option to acquire mining interest in property	-	-	(10,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	-	-	3,000
Shareholder advances	15,000	-	42,026
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	15,000	-	45,026
NET INCREASE (DECREASE) IN CASH	(7,036)	-	472
Cash, beginning of period	7,508	-	-
Cash, end of period	$ 472	$ -	$ 472
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$ -	$ -
Income taxes paid	$ -	$ -

See notes to interim condensed financial statements.

F-15

ENWIN RESOURCES, INC.
AN EXPLORATION STAGE COMPANY
NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Enwin Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form SB-2. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2002 as reported in Form SB-2, have been omitted.

F-16

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1. Article XII of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement.

2. Article XI of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.

3. Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee Printing Expenses Accounting Fees and Expenses Legal Fees and Expenses Federal Taxes State Taxes Engineering Blue Sky Fees/Expenses Transfer Agent Fees Miscellaneous Expense	$    100.00 6,500.00 10,000.00 20,000.00 0.00 0.00 5,000.00 5,000.00 3,000.00 400.00
TOTAL	$ 50,000.00

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

Name and Address	Date	Shares	Consideration
Michael Bebek #109 - 1070 Nelson Street, Vancouver, B.C., Canada V6E 1H8	07/23/02	3,000,000	Advances totaling $3,000.

II-1

We issued the foregoing restricted shares of common stock to Mr. Bebek under Section 4(2) of the Securities Act of 1933. Mr. Bebek is a sophisticated investor, an officer and director of the company, and was in possession of all material information relating to the company. Further, no commissions were paid to anyone in connection with the sale of the shares and no general solicitation was made.

ITEM 27. EXHIBITS.

The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-B. All Exhibits have been previously filed unless otherwise noted.

Exhibit No.	Document Description
*3.1	Articles of Incorporation
*3.2	Bylaws
*4.1	Specimen Stock Certificate.
*5.1	Opinion of Sutton Lawrence LLP, regarding the legality of the Securities being registered.
**5.1.1	Opinion of Sutton Lawrence LLP, regarding the legality of the Securities being registered.
***5.1.2	Opinion of Sutton Lawrence LLP, regarding the legality of the Securities being registered.
5.1.3	Opinion of Sutton Lawrence LLP, regarding the legality of the Securities being registered.
*10.1	Option Agreement
*23.1	Consent of Malone & Bailey, PLLC
**23.1.1	Consent of Malone & Bailey, PLLC
***23.1.2	Consent of Malone & Bailey, PLLC
23.1.3	Consent of Malone & Bailey, PLLC
*23.2	Consent of Sutton Lawrence LLP (included in Exhibit 5.1)
*23.3	Consent of Derrick Strickland, Geologist
*99.1	Subscription Agreement.
*99.2	Opinion of Derrick Strickland, Geologist
99.3	Waiver of Cadre Capital
* Previously filed with our Registration Statement on Form SB-2, filed October 18, 2002
**Previously filed with our Registration Statement on Form SB-2, filed December 16, 2002
***Previously filed with our Registration Statement on Form SB-2, filed March 28, 2003

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnific ation by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-2

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

a. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form SB-2 Registration Statement and has duly caused this Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, Canada on this 21st day of July, 2003.

ENWIN RESOURCES INC.

BY: ____/s/ Michael Bebek_____________________________
Michael Bebek
President, Secretary, Treasurer and a member of the Board of Directors

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Michael Bebek, as true and lawful attorney-in-fact and agent, with full power of substitution, for his and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

II-3

Pursuant to the requirements of the Securities Act of 1933, this Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Michael P. Bebek_________ Michael P. Bebek	President, Principal Executive Officer, Secretary, Treasurer, Principal Accounting Officer and member of Board of Directors	July 21, 2003
/s/ Derrick Strickland________ Derrick Strickland	Member of Board of Directors	July 21, 2003

II-4

EX-5

SUTTON LAWRENCE LLP

EX-23

INDEPENDENT AUDITOR'S CONSENT

We hereby consent to the incorporation of our report dated September 30, 2002 in this Registration
Statement on Form SB-2 of Enwin Resources, Inc.

We also consent to the references to us under the heading "Experts" in such Document.

July 15, 2003
Malone & Bailey, PLLC
- --------------------------

Malone & Bailey, PLLC
Houston, Texas

EX-99

CADRE CAPITAL
302-2695 Granville Street
Vancouver, British Columbia
Canada, V6H 3H4

July 21, 2003

Enwin Resources Inc.
#2006 - 2020 Bellevue Avenue
West Vancouver, BC V7V 1B8

Dear Sirs:

We hereby waive our right to cancel the option agreement between us, dated July 25, 2003, arising as a result of your payment
of less than the required $25,000 on or before December 31, 2002. Of the $25,0000 required to be paid on or before
December 31, 2002, only $11,943 of the payment was made by us due to actual exploration expenses being less than estimated.
We agree to amend the option agreement to include the balance of the expenditures to occur no later than October 15, 2003.

Yours truly,

/s/ Andrew Molnar
__________________
Andrew Molnar
Cadre Capital Inc.