U.S. SECURITIES AND EXCHANGE COMMISSION

Registration No. 333-100636

WASHINGTON, D.C. 20549

FORM SB-2, Amendment No. 8

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. 700 West Pender Street, Suite 1204 Vancouver, BC, Canada V6C 1G8 (604) 505-5825 (Address, Zip Code and Telephone Number of Principal Executive Offices) NEVADA AGENCY AND TRUST CO. 50 West Liberty Street, Suite 880 Reno, Nevada 89501 (775) 322-0626 (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 securities for an offering pursuant to Rule 462(b) under 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 any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box | |

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under 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 pursuant to Rule 462(d) under 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 pursuant to Rule 434, check the following box. |__|

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE (1)	PROPOSED MAXIMUM  AGGREGATE OFFERING PRICE (2)	AMOUNT OF REGISTRATION FEE (3)
Common Stock	2,000,000 shares	$0.10	$200,000	$25.34

⁽¹⁾   This price was arbitrarily determined by Enwin Resouces Inc.

⁽²⁾   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.

⁽³⁾   Previously paid

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR 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 SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

SUBJECT TO COMPLETION, dated September 15, 2005

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, an officer and director of our Company, 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 Net 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. Accordingly, 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 passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is September 15, 2005.

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TABLE OF CONTENTS

	Page No.
Summary of Our Offering	4
Risk Factors Risks Associated with Our Company Risks Associated with this Offering	7 7 9
Use of Proceeds	12
Determination of Offering Price	13
Dilution of the Price You Pay for Your Shares	13
Plan of Distribution; Terms of the Offering	16
Business	17
Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Management	33
Executive Compensation	36
Principal Shareholders	38
Description of Securities	39
Certain Transactions	40
Litigation	41
Interests of Named Experts and Counsel	41
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	41
Legal Matters	42
Financial Statements	F-1

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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 and have spent $31,785 on the property to date. To earn our 100% interest, we were originally required to expend more than $800,000 in respect of our property by December 31, 2005. However, pursuant to the most recent amendment dated June 10, 2005, we are required to expend a total of not less than $350,000 by April 30, 2008. 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 $31,785 has been spent on the property to date. The requirement to pay the full amount was waived, in writing, given that the exploration expenses were less than anticipated.

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Our administrative office is located at 700 West Pender Street, Suite 1204, Vancouver, BC, Canada V6C 1G8, telephone (604) 505-5825 and our registered statutory office is located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501. Our fiscal year end is August 31.

Michael Bebek is the sole officer of our Company. Michael Bebek and Derrick Strickland are our only 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.

Limited exploration work has been done on our property, with approximately $250,000 having been spent by a previous owner, 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.

The Offering

Following is a brief summary of this offering:

Securities being offered	Up to 2,000,000 shares of common stock, par value $0.001.
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

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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. Our fiscal year end is August 31.

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

	As of May 31, 2005 (Unaudited)		As of August 31, 2004 (Audited)
Balance Sheet
Cash	$	2,585	$	780
Total Assets		2,585		780
Total Liabilities		94,743		75,001
Share Capital		16,735		11,437
Retained Earnings (Deficit)		(108,893)		(85,658)
Stockholders’ Equity		(92,158)		(74,221)
Total Liabilities and Stockholder’s Deficit		2,585		780
Nine Months Ended May 31, 2005 (Unaudited)				Year Ended August 31, 2004 (Audited)	July 7, 2002 (Date of Incorporation) to May 31, 2005 (Unaudited)
Statements of Operations
Revenue		0		0	0
Expenses		(23,235)		(32,407)	(108,893)

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. Auditors’ Going Concern.

In our most recent audited financial statements as at August 31, 2004, our auditors have issued an opinion with a going concern qualification due to our losses, accumulated deficit and the lack of revenue. Since our inception on July 3, 2002, to August 31, 2004, we incurred a net loss of $(85,658), against no revenue. Since our inception on July 2, 2002, to May 31, 2005, we incurred a net loss of $(108,893), against no revenue. Further, in order to meet our exploration and development of our mineral interests, we will be required to raise additional cash through debt or equity financing, and thus are in need of additional capital. Our ability to continue as a going concern is dependent upon obtaining the additional financing.

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

We were incorporated on July 3, 2002 and we have only just commenced our proposed business operations having made limited exploration expenditures on our property and we have not yet 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 $(108,893). 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.

3. 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.

4. 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.

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Pursuant to the terms of our initial option agreement dated July 25, 2002, we were required to expend approximately $800,000 on exploration of our property by December 31, 2005. Subsequently, we entered into three amendments to the initial option agreement, dated July 21, 2003, March 11, 2004 and June 10, 2005. Per the latest addendum dated June 10, 2005, we are now required to expend $350,000 by the end of April 30, 2008. The June 10, 2005 addendum breaks down the $350,000 total expenditure in the following dates and amounts: by April 30, 2006, we are required to expend $25,000 on exploration; an additional $75,000 by April 30, 2007 and another $250,000 by April 30, 2008. 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.

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 $350,000 or more to find out. The first $50,000 we raise, however, 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 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.

5. 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.

6. We have no insurance on the Spring Lake property. Our business is subject to the normal operating risks common to companies engaged in 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.

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7. 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.

8.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:

9. Because Mr. Bebek is risking his personal 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. 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. As of the fiscal year ended August 31, 2004, he has deposited cash of $68,301 through Promissory Notes. In September, 2004, Mr. Bebek made an advance of $20,000 and in July 2005, Mr. Bebek made another advance of $24,000. The loans provided by Mr. Bebek are not documented in writing.

Although there is no written obligation requiring him to do so, Mr. Bebek intends to 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 $112,301. None of the $200,000 raised in this offering will be used to repay Mr. Bebek the $112,301 he has loaned us. Although there is no written obligation requiring him to do so, Mr. Bebek does not intend to demand repayment until the company is in a position to do so without harming its business operations. This means that Mr. Bebek only intends to demand repayment when we are profitable and cash-flow positive in operating activities. 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.

10. 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.

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11. 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.

12. 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 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.

13. 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.

14. 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 was issued to one of our officers and directors. He paid an average price of $0.001. Subject to all applicable holding periods, he will likely sell a portion of his stock if the market price goes above $0.10. If he does sell his stock into the market, the sales may cause the market price of the stock to drop.

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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 for offering expenses. We will use the net proceeds, in order of priority, as follows:

Amount raised $ 50,000 $ 100,000 $ 150,000 $ 200,000

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: None of the $200,000 raised in this offering will be used to repay Mr. Bebek the $112,301 he has loaned us. Although there is no written obligation requiring him to do so, Mr. Bebek does not intend to demand repayment until the company is in a position to do so without harming its business operations. This means that Mr. Bebek only intends to demand repayment when we are profitable and cash-flow positive in operating activities.

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 cumulative total of $350,000 on exploration of our property by April 30, 2008. 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 might 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 may have to spend more than the total $350,000 in respect of our property.

Pursuant to the terms of the amended option agreement, weare required to expend no less than $25,000 by April 30, 2006. We are also required to expend no less than $75,000 by April 30, 2007 and an additional amount of no less than $250,000 by April 30, 2008. If we fail to pay any of these amounts we may lose our interest in the property, unless Cadre waives the requirement. Of the $25,000 required to be paid on or before December 31, 2002, per the initial option agreement, 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 terminate the agreement in respect of the lesser amount paid. Cadre also waived the right to demand payment of the remaining $13,057 of the $25,000 required to be paid on or before December 31, 2002.

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 SEC filing fees, 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 $112,301, 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, however we have imputed interest at 8% per annum and they are not due on any date certain. (Although the loans do not bear interest, we have imputed a rate of 8% as a non-cash charge for GAAP purposes.) Mr. Bebek is a director, sole officer and principal stockholder of the company and, although he is not required to do so, he intends to wait until the company is in a favorable position to repay the amounts owed before demanding repayment.This means that Mr. Bebek only intends to demand repayment when we are profitable and cash-flow positive in operating activities. Thus, none of the $200,000 raised in the offering will be used to repay Mr. Bebek the $112,301 he has loaned us.

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

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 May 31, 2005, the net tangible book value of our shares of common stock was ($92,158) or (0.031) per share based upon 3,000,000 shares outstanding.

Upon completion of this offering, in the event 2,000,000 shares are sold, the net tangible book value of the shares to be outstanding will be $57,842, or approximately $0.012 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.043 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $ 0.012 per share.

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Upon completion of this offering, in the event 1,500,000 shares are sold, the net tangible book value of the shares to be outstanding, will be $7,842, or approximately $0.002 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.033 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $ 0.002 per share.

Upon completion of this offering, in the event 1,000,000 shares are sold, the net tangible book value of the shares to be outstanding, will be ($42,158) , or approximately ($0.011) per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.020 per share without any additional investment on their part. You will incur immediate dilution from $0.10 per share to ($0.011) per share.

Upon completion of this offering, in the event 500,000 shares are sold, the net tangible book value of the shares to be outstanding, will be ($92,158), or approximately ($0.026) per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.005 per share without any additional investment on their part. You will incur immediate dilution from $0.10 per share to ($0.026) per share.

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 made contributions totaling $16,735, or approximately $0.003 per share.

After completion of this offering, if 1,500,000 shares are sold, you will own approximately 33.7% 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 66.7% of the total number of shares then outstanding, for which they have made contributions totaling $16,735, or approximately $0.003 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 made contributions totaling $16,735, or approximately $0.004 per share.

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After completion of this offering, if 500,000 shares are sold, you will own approximately 14.3% 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 69% of the total number of shares then outstanding, for which they have made contributions totaling $16,735, or approximately $0.005 per share.

	25% of Shares Sold If 500,000 Shares Sold		50% of Shares Sold If 1,000,000 Shares Sold		75% of Shares Sold If 1,500,000 Shares Sold		100% of Shares Sold If 2,000,000 Shares Sold
Founder Shares at $0.001/sh		3,000,000		3,000,000		3,000,000		3,000,000
Shares Sold This Offering at $0.01/sh		500,000		1,000,000		1,500,000		2,000,000
Total Shares Issued		3,500,000		4,000,000		4,500,000		5,000,000
Equity Raised from this Offering		50,000		100,000		150,000		200,000
Less Offering Expenses(1)		(50,000)		(50,000)		(50,000)		(50,000
Net Tangible Book Value		($92,158)		($42,158)	$	7,842	$	57,842
Price per Share	$	0.10	$	0.10	$	0.10	$	0.10
Net Tangible Book Value per Share		($ 0.026)		($ 0.011)	$	0.002	$	0.012
Increase/(Decrease) in Book Value to Present Shareholders	$	0.005	$	0.020	$	0.033	$	0.043
Decrease in Book Value to New Shareholders	$	0.126	$	0.111	$	0.098	$	0.088
New Shareholders Ownership of Total Shares Issued		14.3%		25%		33.3%		40%
Present Shareholders Ownership of Total Shares Issued		85.7%		75%		66.7%		60%

 (1) See Part II - Item 25 "Other Expenses of Issuance and Distribution”

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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, our sole officer and a director. 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. 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.

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 3, 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 50 West Liberty Street, Suite 880, Reno, Nevada, 89501 and our business office is located at 700 West Pender Street, Suite 1204, Vancouver, BC, Canada V6C 1G8. Our telephone number is (604) 505-5825.

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 July 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 and paid an additional $10,000 on or before November 30, 2003.

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 were also required to expend the following amounts on the exploration and/or development of the Property:

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(a)   a cumulative total of not less than $25,000 on or before December 31, 2002;

(b)   a cumulative total of not less than $35,000 on or before December 31, 2003;

(c)   a cumulative total of not less than $150,000 on or before December 31, 2004; and

(d)a cumulative total of not less than $500,000 on or before December 31, 2005.

However, pursuant to the terms of an amendment dated March 11, 2004, we must expend the following amounts on the exploration and/or development of the Property:

(a)exploration-work program of not less than $25,000 by June 30, 2005;

(b)exploration-work program of not less than $75,000 by June 30, 2006;

(c)exploration-work program of not less than $250,000 by June 30, 2007.

Pursuant to the terms of a subsequent addendum dated June 10, 2005 to the addendum dated March 11, 2004, we must now expend the following amounts on the exploration and/or development of the Property:

(a)exploration-work program of not less than $25,000 by April 30, 2006;

(b)exploration-work program of not less than $75,000 by April 30, 2007;

(c)exploration-work program of not less than $250,000 by April 30, 2008.

We are still required to retain the services of Rio Minerals Ltd. to perform all exploration and/or development of the work on the Property. Due to Rio Minerals’ unavailability, as previously scheduled to commence by June 30, 2005, by mutual agreement between us and Rio Minerals we will commence our next work program in the spring of 2006.

To date we have performed approximately $31,785 of the 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 and exploration expenses 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 $25,000 required to be paid on or before December 31, 2002, pursuant to the initial option agreement, only $11,943 of the payment was made by us due to actual exploration expenses being less than estimated. Cadre waived the right to demand payment of the remaining $13,057 of the $25,000. 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 cumulative expenditures totalling $350,000 in respect of our property by April 2008. 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 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.

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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, Canada. 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 to date on the property by previous owners of $245,466 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 $31,785 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.

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 3, 2002. We have expended a total of $31,785 in initial exploration of the property.

Except for the following, there is no direct or indirect affiliation between our company, Andrew Molnar, Cadre Capital Inc., Mongolian Explorations, Inc., or Rio Minerals Ltd.

(1) Andrew Molnar is the owner of Cadre Capital Inc. and the owner of Rio Minerals Ltd. Rio Minerals Ltd does geological contract work for Cadre Capital Inc. None of these parties are shareholders of our company. Before becoming a director of our company, Derrick Strickland prepared a one page recommendation report on the Summer Property for Cadre Capital Inc.

(2) Rio Minerals Ltd. hired Derrick Strickland as a subcontractor to do geological work for Mongolian Explorations, Inc. Michael Bebek’s brother, Ivan Bebek, is the CEO of Mongolian Explorations, Inc. Derrick Strickland, Michael Bebek, and Andrew Molnar are not directors, officers, or shareholders of Mongolian Explorations, Inc.

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.

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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.

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.

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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° 47’N, longitude; 121° 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 in the claims if we expend certain amounts of money on exploration.

In July 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, Canada. We paid $10,000 to Cadre upon execution of the option agreement. We were required to pay the following additional amounts to Cadre in respect of the agreement: $10,000 on or before November 30, 2003; $25,000 on or before November 30, 2004; $25,000 on or before November 30, 2005; and $30,000 on or before November 30, 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 were also required to 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 less 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.

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On March 11, 2004, we amended the above-mentioned option agreement with Cadre. Pursuant to the amended option agreement, we are not obligated to make additional amounts to Cadre. However, we are still required to expend the following amounts on the exploration and development of the Property: a cumulative total of not less than $25,000 by June 30, 2005; a cumulative total of not less than $75,000 by June 30, 2006; and a cumulative total of not less than $250,000 by June 30, 2007.

On June 10, 2005, we entered into an addendum to the option agreement amended on March 11, 2004. Pursuant to the addendum, we are required to expend the following amounts on the exploration and development of the Property: a cumulative total of not less than $25,000 by April 30, 2006; a cumulative total of not less than $75,000 by April 30, 2007; and a cumulative total of not less than $250,000 by April 30, 2008. We are still required to retain the services of Rio Minerals Ltd. to perform all development work, if any, on the Property. Due to Rio Minerals’ unavailability, as previously scheduled to commence by June 30, 2005, by mutual agreement between us and Rio Minerals we will commence our next work program in the spring of 2006.

To date we have performed approximately $31,785 of the exploration 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 and exploration expenses 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 $25,000 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. Cadre waived the right to demand payment of the remaining $13,057 of the $25,000. 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.

(3) The Lac La Hache area was initially prospected for placer gold during the Cariboo Gold Rush in the 1890’s. In 1966, the Canadian federal and B.C. 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 runs 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 Tertiary 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 subordinate 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.

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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.

Previous exploration programs have left areas to the south and west of the property grid virtually unexplored for 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 an equipment rental company 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 determine 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.

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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.

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 careful 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.

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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.

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 $350,000 in respect of our property by April 30, 2008. 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.

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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

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

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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.

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.

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Employees and Employment Agreements

At present, we have no employees. Michael Bebek and Derrick P. Strickland have received a total compensation of $9,000 (Mr. Bebek $7,500 and Mr. Strickland $1,500) from inception to the date of May 31, 2005. Mr. Bebek and Mr. Strickland do not have employment agreements with us, and have not received any further compensation to date other than the total $9,000 already paid to them. 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. Although there is no written obligation requiring him to do so, Mr. Bebek intends to provide small loans to fund the company’s working capital until completion of this offering. 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 exploration program, we will be required to raise additional funds. We are required to make a cumulative total of $350,000 in expenditures in respect of our property by April 30, 2008. To date we have expended a total of only about $41,785 (including the $10,000 we paid to acquire the option). This amount includes a total of $31,785 exploration expenditures 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.

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.

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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. Current and future 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 a cumulative total of $350,000 in respect of our property by April 30, 2008.

Pursuant to the terms of a subsequent addendum dated June 10, 2005 to the amendment dated March 11, 2004, we are still required to retain the services of Rio Minerals Ltd. to perform all exploration and/or development of the work on the Property, and must now expend the following amounts on the exploration and/or development of the Property:

(a)	exploration-work program of not less than $25,000 by April 30, 2006;
(b)	exploration-work program of not less than $75,000 by April 30, 2007;
(c)	exploration-work program of not less than $250,000 by April 30, 2008.

Due to Rio Minerals’ unavailability, by mutual agreement between us and Rio Minerals we will commence our next work program in the spring of 2006.

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 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. We intend to implement an exploration program and intend to proceed in the following three phases

Phase 1 of our initial explorations will consist of geological mapping and sampling of the property to determine rock types, alteration and mineralization.

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. 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 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.

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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.

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. 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. 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.

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, may 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 may 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.

Liquidityand Capital Resources

Cash Balances

We maintain our major cash balance at one financial institution, Bank of Montreal, located at First Bank Tower, 595 Burrard Street, Vancouver, British Columbia, Canada. The balances are insured up to CAD$60,000 per account by the Canada Deposit Insurance Corporation. As at August 25, 2005, we had a cash balance of approximately $12,963. At August 25, 2005, there were no uninsured cash balances.

Results of Operations for Period Ending May 31, 2005

Operating expenses from inception to period ended May 31, 2005, totaled $108,893 and we experienced a net loss of $(108,893), against no revenue.

The earnings per share (fully diluted - weighted average) was a net loss of $(0.01) from inception to the period ended May 31, 2005.

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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 for $3,000 through a Section 4(2) offering in July 2002. Mr. Bebek has loaned a total of $112,301 to date. Although there is no written obligation requiring him to do so, Mr. Bebek intends to loan us small amounts of money, as needed, to pay organizational and start-up costs and operating capital. The loans bear an imputed interest at the rate of 8% per annum. (Although the loans do not bear interest, we have imputed a rate of 8% as a non-cash charge for GAAP purposes.) There are no documents that will reflect the loans and the loans will not be due on a specific date. None of the $200,000 raised in this offering will be used to repay Mr. Bebek the $112,301 he has loaned us. Although there is no written obligation requiring him to do so, Mr. Bebek does not intend to demand repayment until the company is profitable and cash-flow positive in operating activities.

As of May 31, 2005, our total assets were $2,585and our total liabilities were $94,743.

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 700 West Pender Street Suite 1204 Vancouver, B.C. V6C 1G8	29	President, Secretary, Treasurer and a member of the Board of Directors
Derrick Strickland 1707 Charles Street, #208 Vancouver, B.C. V5N 2T7	38	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.

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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 February 2005 to present Mr. Bebek is working in corporate relations for Keegan Resources Inc., a Canadian tier two junior resource mineral exploration company listed on the TSX Venture Exchange. (Tier 2 is for early-stage companies, whereby minimum listing requirements for the TSX Venture Exchange is based on a company’s financial performance, resources and stage of development. The industry segments within each tier recognize the different financial and operating needs of companies operating in different industry sectors.)

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.

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.

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- 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.

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

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

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our current executive officers for each of the last three completed fiscal years.

Annual Compensation													Long Term Compensation
Name	Title		Year		Compenstion/ Salary		Bonus		Other annual Compensation		Restricted Stock Awarded		Options/ SARs (#)		LTIP payouts		All Other Compensation
Michael Bebek		President Secretary, Treasurer, and Director		2002 2003 2004	$	500 7,000 0	$	0 0 0	$	0 0 0		0 0 0		0 0 0		0 0 0		0 0 0
Derrick Strickland		Director		2002 2003 2004	$	0 0 1,500	$	0 0 0	$	0 0 0		0 0 0		0 0 0		0 0 0		0 0 0

Additional Information

Mr. Bebek, our sole officer and Messrs. Strickland and Bebek, our directors, receive very limited compensation for their services as our officers. From inception to May 31, 2005, Mr. Bebek has received $7,500, and Mr. Strickland has received $1,500. There are, however, no plans to compensate them regularly in the near future, unless and until we begin to realize revenues and become profitable in our business operations.

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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.

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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 700 West Pender Street, Suite 1204 Vancouver, B.C. V6C 1G8	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 stockholder, 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.

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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.

Our legal counsel, Cane Clark 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, Cane Clark LLP.

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 stockholder will own approximately 60% 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 under SEC Regulation 15D of the Securities Exchange Act. The reports will be filed electronically.

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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 for $3,000 in cash. Mr. Bebek has loaned us a total of approximately $112,301, at an imputed rate of interest of 8% per annum. (Although the loans do not bear interest, we have imputed a rate of 8% as a non-cash charge for GAAP purposes.)

Although there is no written obligation requiring him to do so, 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.

Date of Loan	Amount of Loan
July 7, 2005	$24,000
Sept 15, 2004	$20,000
Aug 31, 2004	$14,000
Aug 31, 2003	$27,275
Aug 31, 2002	$27,026
Total	$112,301

There will be no documents reflecting the loans and they will not be due on a specific date. None of the $200,000 raised in this offering will be used to repay Mr. Bebek the $112,301 he has loaned us. Although there is no written obligation requiring him to do so, Mr. Bebek does not intend to demand repayment until the company is profitable and cash-flow positive in operating activities.

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LITIGATION

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

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Cane Clark LLP, our independent legal counsel, has provided an opinion on the validity of our common stock.

Lopez, Blevins Bork & Associates, LLP, our Independent Registered Public Accounting Firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the period set forth in their audit report. Lopez, Blevins Bork & Associates, LLP has presented their report with respect to our August 31, 2004 financial statements. The report of Lopez, Blevins Bork & Associates, LLP is included in reliance upon their authority as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In September 29, 2002, we engaged Malone & Bailey, PC to audit our financial statements for the year ended August 31, 2003. Since that time, the accountants that performed this service left Malone &Bailey, PC and formed Lopez, Blevins Bork & Associates, LLP. Our board of directors decided to accept Lopez, Blevins Bork & Associates, LLP as our auditor and we engaged them pursuant to an October 1, 2004 engagement letter.

Neither our company nor anyone engaged on our behalf has consulted with Lopez, Blevins Bork & Associates, LLP regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter of disagreement (as described under Item 304(a)(1)(iv) of Regulation S-B).

The report of Malone & Bailey, PC on our financial statements as and for the year ended August 31, 2003 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

From the time of engagement until September 30, 2004, there have never been any disagreements between us and Malone & Bailey, PC (as described under Item 304(a)(1)(iv) of Regulation S-B) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, that, if not resolved to the satisfaction of Malone & Bailey, PC, would have caused them to make reference to the subject matter of such disagreements in connection with their report on our financial statements for year ended August 31, 2003. In addition, there were no such events as described under Item 304(a)(1)(iv)(B) of Regulation S-B during such periods.

41

We provided Malone & Bailey, PC with a copy of the foregoing disclosures and requested that they furnish a letter to the Securities and Exchange Commission stating whether or not they agree with the above statements. On September 14, 2005, we received the letter from Malone & Bailey, PC agreeing with the foregoing disclosures.

LEGAL MATTERS

In September 2004, we decided to engage new legal counsel. Our Board of Directors approved the change in legal counsel to Trimble Tate Nulan Evans & Holden, P.C. on September 3, 2004. In April 2005, we decided to engage new legal counsel. Our Board of Directors approved the change in legal counsel to Cane Clark LLP. The validity of the common stock offered hereby and certain legal matters have been passed on by Cane Clark LLP of Las Vegas, Nevada. In the past, certain legal matters were passed on by Trimble Tate Nulan Evans & Holden, P.C. of Denver, Colorado and by Sutton Lawrence LLP, of Reno, Nevada.

42

FINANCIAL STATEMENTS

Index To Financial Statements
F.2.	Report of Independent Registered Public Accounting Firm dated October 4, 2004.
	Audited Financial Statements for the period ended August 31, 2004 including:
F-3	a.	Balance Sheet
F-4	b.	Statements of Operations
F-5	c.	Statements of Stockholder’s Deficit
F-6	d.	Statements of Cash Flows
F-7	e.	Notes to the Financial Statements
	Unaudited Financial Statements for the period ended May 31, 2005, including:
F-9	a.	Balance Sheets
F-10	b.	Interim Statements of Operations
F-11	c.	Interim Statements of Cash Flows
F-12	d.	Notes to the Financial Statements

F-1

43

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Enwin Resources, Inc.

(An Exploration Stage Company)

Vancouver BC, Canada

We have audited the accompanying balance sheet of Enwin Resources, Inc. as of August 31, 2004, and the related statements of operations, stockholder’s deficit, and cash flows for each of the two years then ended and for the period from July 3, 2002 (Inception) through August 31, 2004. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits provide 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, 2004, and the results of its operations and its cash flows for each of the two years then ended and for the period from July 3, 2002 (Inception) through August 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Enwin will continue as a going concern. As discussed in Note 2 to the financial statements, Enwin has incurred losses from inception through August 31, 2004 totaling $85,658. Enwin will require additional working capital to develop its business until Enwin either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about Enwin's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Lopez, Blevins, Bork & Associates, LLP

Houston, Texas

October 4, 2004

F-2

44

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

	August 31, 2004
ASSETS
Current assets
Cash	$780
LIABILITIES AND STOCKHOLDER’S DEFICIT
Accounts payable and accrued expenses	6,700
Stockholder advances	68,301
	75,001
Commitments
STOCKHOLDER’S DEFICIT:
Common stock, $.001 par value, 25,000,000 shares authorized, 3,000,000 shares issued and outstanding	3,000
Additional paid in capital	8,437
Deficit accumulated during the exploration stage	(85,658)
Total Stockholder’s Deficit	(74,221)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$780

See accompanying summary of accounting policies and notes to financial statements.

F-3

45

ENWIN RESOURCES, INC.
(AN EXLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

	Year Ended August 31,		Year Ended August 31,		Inception through August 31,
	2004		2003		2004
General and administrative:
Professional fees	$	6,700	$	2,320	$	21,020
Impairment		-		-		10,000
Compensation		1,500		7,000		9,000
Exploration costs		18,885		12,900		31,785
Other		168		5,260		5,416
		27,223		27,480		77,221
Interest expense		5,184		3,253		8,437
Net loss	$	(32,407)	$	(30,733)	$	(85,658)
Net loss per share:
Basic and diluted	$	(0.01)	$	(0.01)
Weighted average shares outstanding:
Basic and diluted		3,000,000		3,000,000

See accompanying summary of accounting policies and notes to financial statements.

F-4

46

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF STOCKHOLDER’S DEFICIT

Period from July 3, 2002 (Inception) through August 31, 2004

	Common stock				Additional paid-in capital		Deficit accumulated during the exploration stage		Total
	Shares		Amount
Issuance of common stock for cash to founders		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)
Imputed interest		-		-		3,253		-		3,253
Net loss		-		-		-		(30,733)		(30,733)
Balance, August 31, 2003		3,000,000		3,000		-		(53,251)		(46,998)
Imputed interest		-		-		5,184		-		5,184
Net loss		-		-		-		(32,407)		(32,407)
Balance, August 31, 2004		3,000,000	$	3,000	$	8,437	$	(85,658)	$	(74,221)

See accompanying summary of accounting policies and notes to financial statements.

F-5

47

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	Year Ended August 31,	Year Ended August 31,	Inception through August 31,
	2004	2003	2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(32,407)	$(30,733)	$(85,658)
Adjustments to reconcile net deficit to cash used by operating activities:
Imputed interest on stockholder Advances	5,184	3,253	8,437
Impairment	-	-	10,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(27,223)	(27,480)	(67,221)
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
Stockholder advances	14,000	27,275	68,301
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	14,000	27,275	71,301
NET INCREASE (DECREASE) IN CASH	(6,523)	(205)	780
Cash, beginning of period	7,303	7,508	-
Cash, end of period	$780	$7,303	$780
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$-	$-	$-
Income taxes paid	$-	$-	$-

See accompanying summary of accounting policies and notes to financial statements.

F-6

48

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business. Enwin Resources, Inc. (“Enwin”) was incorporated in Nevada on July 3, 2002. Enwin is an exploration stage company with no current business operations. Enwin is currently 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.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

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

Mineral Properties

Costs of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

NOTE 2 - GOING CONCERN

Enwin has recurring losses and has a deficit accumulated during the exploration stage of $85,658 as of August 31, 2004. Enwin's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Enwin has no current source of revenue. Without realization of additional capital, it would be unlikely for Enwin to continue as a going concern. Enwin's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found. Enwin's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.

NOTE 3 - RECLASSIFICATION

Certain reclassifications have been made among the expenses of the Company in fiscal 2003. The reclassifications had no effect on net income.

F-7

49

NOTE 4 - INCOME TAXES

For the years ended August 31, 2004 and 2003, Enwin has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $86,000 at August 31, 2004, and will expire in the years 2022 through 2024.

Deferred income taxes consist of the following at August 31:

	2004
Long-term:
Deferred tax assets	$29,000
Valuation allowance	(29,000)
	$-

NOTE 5 - COMMON STOCK

At inception, Enwin issued 3,000,000 shares of stock to its founding shareholder for $3,000 cash.

NOTE 6 - RELATED PARTY TRANSACTIONS

A stockholder of Enwin has advances due from Enwin of $68,301 at August 31, 2004. The advances are non-interest bearing and are due upon demand. Enwin has imputed interest at 8% or $5,184 for the year ended August 31, 2004.

The same shareholder has agreed to advance Enwin monies until an offering is completed.

In September 2004, the same stockholder made an additional advance of $20,000.

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.

NOTE 7 - COMMITMENTS

During the year ended August 31, 2004, Enwin amended an option agreement dated July 25, 2002 with Cadre Capital regarding the Summer Property located in British Columbia, Canada.

In order for Enwin to earn the option, it must conduct an exploration work-program on the property totaling of $25,000 by June 30, 2005, $75,000 by June 30, 2006 and $250,000 by June 30, 2007. In addition, Enwin must maintain all property maintenance fees and payments in order to keep the property in good standing with applicable mining laws governing the property. If Enwin fails to meet any of the obligations in the agreement, Cadre Capital Inc. will be entitled to terminate the option.

F-8

50

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	May 31, 2005	August 31, 2004
ASSETS	(unaudited)
Current assets
Cash	$2,585	$780
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued liabilities	$6,442	$6,700
Shareholder advances	88,301	68,301
	94,743	75,001
Commitments
STOCKHOLDERS’ DEFICIT:
Common stock, $.001 par value, 25,000,000 shares authorized, 3,000,000 shares issued and outstanding	3,000	3,000
Additional paid in capital	13,735	8,437
Deficit accumulated during the exploration stage	(108,893)	(85,658)
Total Stockholders’ Deficit	(92,158)	(74,221)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$2,585	$780

See accompanying notes to financial statements

F-9

51

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

Three and Nine Months Ended May 31, 2005 and 2004

and Period From July 3, 2002 (Inception) through May 31, 2005

(Unaudited)

	Three months ended May 31,				Nine months ended May 31,				Inception through May 31,
	2005		2004		2005		2004		2005
General and administrative:
Professional fees	$	5,800	$	4,300	$	13,900	$	4,300	$	34,920
Impairment		-		-		-		-		10,000
Compensation		-		-		-		1,500		9,000
Interest		1,766		1,366		5,298		3,818		13,735
Exploration costs		-		11,855		-		18,855		31,785
Other		3,920		24		4,037		137		9,453
Net loss	$	(11,486)	$	(5,690)	$	(23,235)	$	(28,610)	$	(108,893)
Net loss per share:
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
Weighted average shares outstanding:
Basic and diluted		3,000,000		3,000,000		3,000,000		3,000,000

See accompanying notes to financial statements

F-10

52

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Nine Months Ended May 31, 2005 and 2004

and Period From July 3, 2002 (Inception) through May 31, 2005

(Unaudited)

	May 31, 2005		May 31, 2004		Inception through May 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,235)	$	(28,610)	$	(106,293)
Adjustments to reconcile net deficit to cash used by operating activities:
Imputed interest on stockholder
advances		5,298		3,818		13,735
Impairment		-		-		10,000
Change in non-cash working capital item
Accounts payable and accrued liabilities		(258)		4,300 -		3,842
CASH FLOWS USED IN OPERATING ACTIVITIES		(18,195)		(20,492)		(78,716)
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		20,000		14,000		88,301
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		20,000		14,000		91,301
NET INCREASE (DECREASE) IN CASH		1,805		(6,462)		2,585
Cash, beginning of period		780		7,303		-
Cash, end of period	$	2,585	$	811	$	2,585
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-

See accompanying notes to financial statements

F-11

53

ENWIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

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 August 2004 as reported in Form SB-2, have been omitted.

NOTE 2 - RECLASSIFICATION

Certain reclassifications have been made among the expenses of the Company in fiscal 2003. The reclassifications had no effect on net income.

NOTE 3 - COMMITMENTS

During the period, the company amended an option agreement dated July 25, 2002 with Cadre Capital regarding the Summer Property located in British Columbia, Canada.

In order for the Company to earn the option, it must conduct an exploration work-program on the property totaling no less than $ 25,000 by June 30, 2005, $ 75,000 by June 30, 2006 and $250,000 by June 30, 2007. In addition the Company must maintain all property maintenance fees and payments in order to keep the property in good standing with applicable mining laws governing the property. If Enwin fails to meet any of the obligations in the agreement, Cadre Capital Inc. will be entitled to terminate the option.

NOTE 4 - SIGNIFICANT ACCOUNT POLICY

Mineral Properties

Costs of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

F-12

54

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ______________________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

55

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.

2. Article XI of the Bylaws of the company.

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 700 West Pender Street Suite 1204 Vancouver, B.C. V6C 1G8	07/23/02	3,000,000	Cash $3,000.

II-1

56

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 Cane Clark LLP, regarding the legality of the Securities being registered
*10.1	Option Agreement
10.2	Option Agreement Amendment dated March 14, 2004
10.3	Addendum to Option Agreement Amendment dated June 10, 2005
10.4	Promissory Note dated July 7, 2005
16.1	Letter from Malone & Bailey, PC regarding change in certifying accountant
23.1	Consent of Lopez, Blevins, Bork & Associates, LLP
23.2	Consent of Cane Clark LLP
*23.3	Consent of Derrick Strickland, Geologist
*99.1	Subscription Agreement.
*99.2	Opinion of Derrick Strickland, Geologist
****99.3	Waiver of Cadre Capital
99.4	Waiver of Cadre Capital dated August 1, 2005.
* 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.
****Previously filed with our Registration Statement on Form SB-2, filed September 4, 2003.
*****Previously filed with our Registration Statement on Form SB-2, filed October 15, 2004 and January 25, 2005

57

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 indemnification 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.

58

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 15^th day of September, 2005.

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

59

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	September 15, 2005
/s/Derrick Strickland Derrick Strickland	Member of Board of Directors	September 15, 2005

II-4