UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~November~~February 3028, ~~2008~~ 2009.

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission file number: 000-51713

ENWIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

98-0379370

(I.R.S. Employer

Identification No.)

Seestrasse 8, Zollikon, CH-8702, Switzerland

(Address of principal executive offices) (Zip Code)

41 44 202 ~~0080~~ 00 80

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes þ No o

At ~~January~~April 1920, 2009 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 43,900,000.

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS		3
		Balance Sheets as of November 30, 2008 (unaudited) and August 31, 2008 (audited)	4
		Balance Sheets as of February 28, 2009 (unaudited) and August 31, 2008 (audited)	4
		Unaudited Statements of Operations for the three month periods ended November 30, 2008 and November 30, 2007 and the period from inception	5
		Unaudited Statements of Operations for the three and six month periods ended February 28, 2009 and February 29, 2008 and the period from inception	5
		Unaudited Statements of Cash Flows for the three month periods ended November 30, 2008 and November 30, 2007 and the period from inception	6
		Unaudited Statements of Cash Flows for the six month periods ended February 28, 2009 and February 29, 2008 and the period from inception	6
		Notes to Unaudited Financial Statements	7
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		10
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		15
	ITEM 4T. Controls and Procedures		15
PART II. - OTHER INFORMATION
	ITEM 1. Legal Proceedings		16
	ITEM 1A. Risk Factors		16
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
	ITEM 3. Defaults upon Senior Securities		1819
	ITEM 4. Submission of Matters to a Vote of Securities Holders		1819
	ITEM 5. Other Information		1819
	ITEM 6. Exhibits		1819
	Signatures		1920
Index to Exhibits			2021

PART I – FINANCIAL INFORMATION

As used herein the terms “Company,” “it,” “its,” “we,” “us,” and “our,” refer to Enwin Resources, Inc., a Nevada corporation.

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Enwin Resources, Inc., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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ENWIN RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
ENWIN RESOURCES INC.
			November 30,	August 31,
(A DEVELOPMENT STAGE COMPANY)
			2008	2008
BALANCE SHEETS
			(Unaudited)	(Audited)
UNAUDITED
ASSETS
						(Unaudited)			(Audited)
Current assets
						February 28,			August 31,
	Cash and cash equivalents		$ -	$ 40
						2009			2008
	Other current assets		-	5,000
ASSETS
Total current assets			-	5,040
Current assets
TOTAL ASSETS			$ -	$ 5,040
	Cash and cash equivalents		$					- 40
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
	Other current assets							- 5,000
Current liabilities
Total current assets						-			5,040
	Accounts payable and accrued liabilities		$ 89,903	$ 181,350
	Loan receivable							- -
	Amounts due to related parties		227,612	97,612
TOTAL ASSETS			$			-			$ 5,040
	Loans payable		210,500	210,500
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total current liabilities			528,015	489,462
Current liabilities
TOTAL LIABILITIES			528,015	489,462
	Accounts payable and accrued liabilities		$		108,614			$		181,350
Commitments and contingencies
	Amounts due to related parties				257,612					97,612
Stockholders' (deficit)
	Loans payable				218,750					210,500
	Common stock
Total current liabilities						584,976			489,462
	1,000,000,000 common shares authorized at $0.001 par value; 43,900,000 common shares issued and outstanding (August 31, 2008 - 43,900,000)
TOTAL LIABILITIES			$			584,976			$ 489,462
			43,900	43,900
Commitments and contingencies
	Additional paid-in capital		482,456	480,503
Stockholders' deficit
	(Deficit) accumulated during the development stage		(1,054,371)	(1,008,825)
	Common stock
Total stockholders' (deficit)			(528,015)	(484,422)
	1,000,000,000 common shares authorized at $0.001 par value;
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)			$ -	$ 5,040
	43,900,000 common shares issued and outstanding				43,900					43,900
		(August 31, 2008 - 43,900,000)
	Additional paid-in capital				484,408					480,503
	Deficit accumulated during the development stage				(1,113,284)					(1,008,825)
Total stockholders' deficit				(584,976)							(484,422)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT				$			-		$		5,040

The accompanying notes are an integral part of these financial statements

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ENWIN RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (Unaudited)
ENWIN RESOURCES INC.
					July 3, 2002
(A DEVELOPMENT STAGE COMPANY)
		For the three months ended			(Inception) through
STATEMENTS OF OPERATIONS
		November 30,			November 30,
UNAUDITED
		2008		2007	2008
									July 3, 2002
Sales		$ -		$ -	$ -
									(Inception)
Cost of sales		-		-	-
			For the three months ended				For the six months ended		through
Gross profit		-		-	-
			February 28,			February 29,	February 28,	February 29,	February 28,
Operating expenses
			2009			2008	2009	2008	2009
	Professional and consulting	3,949		40,467	332,695
Sales			$ -			$ -	$ -	$ -	$ -
	Impairment	-		-	378,793
Cost of sales			-			-	-	-	-
	Compensation	30,000		9,000	121,937
Gross profit			-			-	-	-	-
	Exploration costs	-		-	42,022
Operating expenses
	Travel	-		23,546	45,513
	Professional and consulting		14,259			35,438	18,208	75,905	346,954
	Other	3,645		14,518	75,468
	Impairment		-			-	-	-	378,793
Total operating expenses		37,594		87,531	996,428
	Compensation		30,000			13,500	60,000	22,500	151,937
Operating loss		(37,594)		(87,531)	(996,428)
	Exploration costs		-			-	-	-	42,022
Interest income		-		5,303	25,409
	Travel		-			2,363	-	25,909	45,513
Interest expense		(7,952)		(7,952)	(83,352)
	Other		6,703			9,300	10,347	23,817	82,170
Loss before income taxes		(45,546)		(90,180)	(1,054,371)
Total operating expenses			50,962			60,601	88,555	148,131	1,047,389
Provision for income taxes		-		-	-
Operating loss			(50,962)			(60,601)	(88,555)	(148,131)	(1,047,389)
Net loss		$ (45,546)		$ (90,180)	$ (1,054,371)
Interest income			-			5,318	-	10,620	25,409
Loss per share - basic and diluted		$ (0.00)		$ (0.00)
Interest expense			(7,952)			(7,952)	(15,904)	(15,904)	(91,304)
Weighted average number of common shares outstanding		43,900,000		43,478,022
Loss before income taxes			(58,914)			(63,235)	(104,459)	(153,415)	(1,113,284)
Provision for income taxes			-			-	-	-	-
Net loss			$ (58,914)			$ (63,235)	$ (104,459)	$ (153,415)	$ 1,113,284)
Loss per share - basic and diluted			$ (0.00)			$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding			43,900,000			43,900,000	43,900,000	43,689,011

The accompanying notes are an integral part of these financial statements

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ENWIN RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited)
ENWIN RESOURCES INC.
					July 3, 2002
(A DEVELOPMENT STAGE COMPANY)
					(Inception)
STATEMENTS OF CASH FLOWS
			For the three months ended		through
UNAUDITED
			November 30,		November 30,
							July 3, 2002
			2008	2007	2008
							(Inception)
Cash flows from operating activities
				For the six months ended			through
	Net loss		$ (45,546)	$ (90,180)	$ (1,054,371)
				February 28,		February 29,	February 28,
	Adjustments to reconcile net loss to net cash used in operations:
				2009		2008	2009
	Imputed interest on stockholder advances		1,952	1,952	44,418
Cash flows from operating activities
	Impairment		-	-	378,793
	Net loss			(104,459)		(153,415)	(1,113,284)
	Compensation expenses		-	-	3,937
	Adjustments to reconcile net loss to net cash used in operations:
	Changes in:
	Imputed interest on stockholder advances			3,905		3,905	46,371
	Other current assets		5,000	(9,957)	-
	Impairment			-		-	378,793
	Accounts payable and accrued liabilities		(91,447)	(36,623)	65,611
	Compensation expenses			-		-	3,937
	Reclassification of payables to related party		130,000	-	130,000
	Changes in:
	Net cash used in operating activities		(40)	(134,808)	(431,612)
	Other current assets			5,000		(10,025)	-
Cash flows from investing activities
	Accounts payable and accrued liabilities			(72,736)		(6,619)	84,321
	Payment on option to acquire mining interest in property		-	-	(10,000)
	Reclassification of payables to related party			160,000		-	160,000
	Loan receivable principal advance		-	(107,500)	(344,500)
	Net cash used in operating activities			(8,290)		(166,154)	(439,862)
	Net cash used in investing activities		-	(107,500)	(354,500)
Cash flows from investing activities
Cash flows from financing activities
	Payment on option to acquire mining interest in property				-	-	(10,000)
	Proceeds from the sale of common stock		-	300,000	478,000
	Loan receivable principal advance				-	(107,500)	(344,500)
	Shareholder advances		-	-	132,301
	Net cash used in investing activities				-	(107,500)	(354,500)
	Repayments on shareholder advance		-	(19,500)	(34,689)
Cash flows from financing activities
	Proceeds from loans payable		-	7,500	230,000
	Proceeds from the sale of common stock				-	300,000	478,000
	Payments made on loans payable		-	-	(19,500)
	Shareholder advances				-	-	132,301
	Net cash provided by financing activities		-	288,000	786,112
	Repayments on shareholder advance				-	-	(34,689)
Increase (decrease) in cash and cash equivalents			(40)	45,692	-
	Related parties advances				-	(15,000)	(15,000)
Cash and cash equivalents, beginning of period			40	892	-
	Related parties repayments				-	-	15,000
Cash and cash equivalents, end of period			$ -	$ 46,584	$ -
	Proceeds from loans payable				8,250	7,500	238,250
		target
	Payments made on loans payable				-	(19,500)	(19,500)
Supplementary information
	Net cash provided by financing activities				8,250	273,000	794,362
	Interest paid		$ -	$ -	$ -
Increase (decrease) in cash and cash equivalents					(40)	(654)	-
	Taxes Paid		$ -	$ -	$ -
Cash and cash equivalents, beginning of period					40	892	-
Cash and cash equivalents, end of period					$ -	$ 238	$ -
Supplementary information
		Interest paid			$ -	$ -	$ -
		Taxes Paid			$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements

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ENWIN RESOURCES, INC. (A Development Stage Company) ~~NOTES TO UNAUDITED FINANCIAL STATEMENTS~~

~~November~~NOTES ~~30,~~TO ~~2008~~UNAUDITED FINANCIAL STATEMENTS

Febr uary 28, 2009

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Enwin Resources, Inc. (the “Company”) 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 (the “Commission”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the Commission on Form 10-K. 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 31, 2008 as reported on Form 10-K, have been omitted. NOTE 2 - GOING CONCERN

The Company has recurring losses and has a deficit accumulated during the development stage of $1,113,284 as of February 28, 2009. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements are prepared using the generally accepted accounting principles ~~NOTE~~applicable 2to -a ~~GOING~~going ~~CONCERN~~concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’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 development of business opportunities, if found. The Company’s ability to continue as a going concern is dependent on these additional cash financings, and ultimately, upon achieving profitable operations.

The Company has recurring losses and has a deficit accumulated during the development stage of $1,054,371 as of November 30, 2008. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’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, the Company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’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 development of business opportunities, if found. The Company’s ability to continue as a going concern is dependent on these additional cash financings, and ultimately, upon achieving profitable operations.

NOTE 3 – LOAN RECEIVABLE

In association with the Securities Exchange Agreement and Plan of Exchange (the” Agreement”) with Solar Energy Limited and D2Fusion, Inc. (“D2Fusion”), on April 11, 2007 the Company entered into a loan agreement with D2Fusion to lend $500,000 to D2Fusion on the following terms:

•

$125,000 advanced April 13, 2007;

•

$100,000 advanced June 21, 2007;

•

$100,000 advanced on July 4, 2007;

•

$175,000 to be advanced on or before July 14, 2007;

• a repayment term of 180 days or completion of the acquisition transaction, whichever ~~occurs~~occurred sooner. In the event that the Company ~~decides~~decided not to complete the acquisition the term iswas to be extended an additional 180 days. The $500,000 loan ~~will~~was to be repaid from the proceeds of ~~the~~a $2 million ~~in working capital~~ funding to be ~~provided~~facilitated tofor D2Fusion under the terms of the Agreement;

•

interest payable at the rate of 6% per annum; and

• secured by the assignment of 100% of the shares of D2Fusion.

As of February 28, 2009, the Company had advanced $344,500 to D2Fusion and accrued $24,293 in unpaid interest. The agreement has terminated and loans receivable from D2Fusion are now in default.

Due to the uncertainty associated with the satisfaction of amounts owed by D2Fusion, management has impaired the value of these loans and interest, as of February 28, 2009.

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ENWIN RESOURCES, INC. (A Development Stage Company) ~~NOTES TO UNAUDITED FINANCIAL STATEMENTS~~

~~November~~NOTES ~~30,~~TO ~~2008~~UNAUDITED FINANCIAL STATEMENTS

~~NOTE~~Febr 3uary –28, ~~LOAN RECEIVABLE - continued~~2009

The Company did not follow all the terms outlined above. As of November 30, 2008, the Company had advanced $344,500 to D2Fusion and accrued $24,293 in unpaid interest. The agreement to complete the transaction has since been abandoned and these loans receivable from D2Fusion are now in default.

Due to the uncertainty associated with the satisfaction of amounts owed by D2Fusion, management has decided to impair the value of these loans and interest as of November 30, 2008.

NOTE 4 – RELATED PARTY TRANSACTIONS

A shareholder and former director of the Company has advances due from the Company of $97,612 at ~~November~~February 3028, ~~2008~~2009 and ~~2007~~2008. The advances are non-interest bearing and are due upon demand. The Company has imputed interest at 8% of $13,~~952~~905 and $13,~~952~~905 for the ~~quarters~~six months ended ~~November~~February 3028, ~~2008~~2009 and ~~2007,~~February ~~respectively. During the quarter ended November 30~~29, 2008 ~~the current executive officer has received compensation in the amount of $30~~,~~000.~~ ~~At November 30, 2008, $130,000 was owed to the current executive officer~~respectively. ~~As of November 30, 2008, the total amount due to related parties was $227,612.~~

~~NOTE~~During 5the –six ~~LOANS~~months ~~PAYABLE~~ended February 28, 2009 the current executive officer has accrued compensation in the amount of $60,000. At February 28, 2009, $160,000 was owed to the current executive officer.

~~Loans~~As ~~payable consist~~ of ~~advances~~February ~~of $100~~28,~~000~~ ~~each from two unrelated parties and are unsecured~~2009, ~~bear interest at~~ the ~~rate~~total ofamount ~~12% per annum, and are payable from the proceeds of outside financing as defined in the agreement, which management has concluded is paramount to on demand. Past~~ due ~~amounts are subject~~ to arelated ~~one~~parties ~~time~~was ~~two percent (2%) late fee and an ongoing interest rate of 14% per annum. Other loans of~~ $10257,~~500 from unrelated parties are unsecured, bearing no interest and are payable on demand~~612. ~~The~~ NOTE ~~accrued~~5 ~~interest~~– asLOANS ~~of November 30, 2008 and 2007 was $38,933 and $14,933.~~PAYABLE

Loans payable consist of advances of $100,000 each from two unrelated parties, are unsecured, bear interest at the rate of 12% per annum, and are payable on demand. Past due amounts are subject to a one time two percent (2%) late fee and an ongoing interest rate of 14% per annum. The accrued interest as of February 28, 2009 ~~NOTE~~and 6February –29, ~~CAPITAL~~2008 ~~STOCK~~was ~~AND~~$44,933 ~~WARRANTS~~and $20,933.

~~Capital~~Loans ~~Stock~~of $10,500 from unrelated parties are unsecured, bearing no interest and are payable on demand.

Loans of $8,250 from a company affiliated with our current executive officer are unsecured, bearing no interest and are payable on demand. NOTE 6 – CAPITAL STOCK AND WARRANTS Capital Stock On May 1, 2007 the board of directors of the Company authorized a ten (10) to one (1) forward split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock. The forward split was completed on May 16, 2007. The effect of the forward split increased the number of the Company’s common shares issued and outstanding from 4,250,000 to 42,500,000 and increased the Company’s authorized common shares from 100,000,000 shares par value $0.001 to 1,000,000,000 shares par value $0.001. The Company’s symbol on the Over the Counter Bulletin Board was changed, effective May 16, 2007, from “EWNR” to “ENWN”. The weighted average number of common shares outstanding for the previous comparative periods has been adjusted to take into account the effect of the ten to one forward split. On August 2, 2007, the Company issued 200,000 shares of common stock for cash proceeds of $50,000. On October 1, 2007, the Company issued 1,200,000 shares of common stock and warrants for cash proceeds of $300,000.

The effect of the forward split increased the number of the Company’s common shares issued and outstanding from 4,250,000 to 42,500,000 and increased the Company’s authorized common shares from 100,000,000 shares par value $0.001 to 1,000,000,000 shares par value $0.001.

The Company’s symbol on the Over the Counter Bulletin Board was changed, effective May 16, 2007, from “EWNR” to “ENWN”. The weighted average number of common shares outstanding for the previous comparative periods has been adjusted to take into account the effect of the ten to one forward split.

On August 2, 2007, the Company issued 200,000 shares of common stock for cash proceeds of $50,000. On October 1, 2007, the Company issued 1,200,000 shares of common stock and warrants for cash proceeds of $300,000.

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ENWIN RESOURCES, INC. (A Development Stage Company) ~~NOTES TO UNAUDITED FINANCIAL STATEMENTS~~

~~November~~NOTES ~~30,~~TO ~~2008~~UNAUDITED FINANCIAL STATEMENTS

Febr uary 28, 2009

NOTE 6 – CAPITAL STOCK AND WARRANTS - Continued

Warrants issued

On October 1, 2007, the Company granted warrants to purchase 1,200,000 share of the Company’s common stock at a price of $0.25 tothat ~~its~~could ~~investor with the stock issuance. These warrants can~~ be exercised over a four month period. ~~These~~The warrants were valued using the Black-Scholes pricing model ~~with~~that an assumed 1% volatility, a term of the warrants of 0.33 year, a risk free rate of 4.0% and a dividend yield of 0%. The total accrued compensation expense relating to these warrants was $3,937, which was fully expensed in the year ended August 31, 2008.

A summary of the status of warrants granted and outstanding as of ~~November~~February 3028, ~~2008~~2009 is as follows:

Weighted Number of Average Shares Exercise Price Outstanding at August 31, 2007 - - Warrants issued 1,200,000 $0.25 Warrants exercised - - Warrants expired or otherwise no longer exercisable (1,200,000) $0.25 ------------ ---------- Outstanding at August 31, 2008 - - Warrants issued - - Warrants exercised - - Warrants expired or otherwise no longer exercisable - - ------------ ---------- Outstanding at February 28, 2009 - - ========= ==========

~~Number~~At ~~of Average~~February 28, 2009 there were no warrants outstanding or exercisable.

Shares Exercise Price

Outstanding at September 1, 2006 - - Warrants issued - - Warrants exercised - - Warrants expired or otherwise no longer exercisable - -

------------ ----------

Outstanding at August 31, 2007 - -

Warrants issued 1,200,000 $0.25

Warrants exercised - -

Warrants expired or otherwise no longer exercisable (1,200,000) $0.25

------------ ----------

Outstanding at August 31, 2008 - - Warrants issued - - Warrants exercised - - Warrants expired or otherwise no longer exercisable - -

------------ ----------

Outstanding at November 30, 2008 - -

========= ==========

At November 30, 2008 there were no warrants outstanding or exercisable.

NOTE 7 - COMMITMENT

The Company has month-to-month commitments of $10,000 for management fees, $1,000 for consulting fees and $1,500 of office rent.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is August 31. All information presented herein is based on the ~~three~~six month periods ~~period~~ ended ~~November~~February 3028, ~~2008~~ 2009.

Discussion and Analysis

The Company’s plan of operation for the coming year is to identify and acquire or develop a revenue producing business through merger or acquisition. We do not plan to limit our options to any particular industry, but will evaluate each opportunity on its merits.

We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing.

The Company’s plan of operation will require at least $100,000 in funding over the next twelve months which funding is not currently available. Should we merge with or acquire a suitable business opportunity within the next twelve months our funding requirements will change.

Results of Operations

During the ~~three~~six month period ended ~~November~~February 3028, ~~2008~~2009, our operations were limited to the process of identifying a prospective business opportunity for merger or acquisition and satisfying continuous public disclosure requirements.

The Company has been funded since inception through private debt or equity placements or by major shareholders in the form of loans. All of the capital raised to date has been allocated for general and administrative costs, exploration expenses, loans and interest expenses.

We do not expect to receive revenues within the next twelve months of operation or ever, since we have yet to acquire a business opportunity, which opportunity if acquired, may or may not produce revenue.

Net Losses

For the period from July 3, 2002, date of inception, until ~~November~~February 3028, ~~2008~~2009, the Company incurred a net loss of $1,~~054~~113,~~371~~284. Net losses for the ~~three~~six month period ended ~~November~~February 3028, ~~2008~~2009 were $45104,~~546~~ 459 as compared to $90153,~~180~~415 for the ~~three~~six month period ended ~~November~~February 3029, ~~2007~~2008. The Company’s net losses are primarily attributable to operating expenses. Operating expenses include professional and consulting fees, impairments, compensation costs, exploration costs, travel, and costs associated with the preparation of disclosure documentation. The decrease in net losses over the comparative periods can be attributed to decreases in professional and consulting expenses, travel, and other operating expenses that were only partially offset by increases in the compensation expense for our executive officer. ~~There~~ We ~~was~~have ~~also~~not agenerated ~~decrease~~any inrevenues ~~the~~since ~~net~~inception. ~~interest~~The ~~expenses~~Company ~~over~~expects to continue to incur losses through the ~~comparative~~fiscal ~~periods~~year ended 2009.

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We have not generated any revenues since inception. The Company expects to continue to incur losses through the fiscal year ended 2009.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that will offset any future operating profit.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past three years.

Capital Expenditures

The Company expended no significant amounts on capital expenditures for the period from inception to ~~November~~February 3028, ~~2008~~2009.

Liquidity and Capital Resources

~~As of November 30, 2008, the Company had no current or total assets and a working capital deficit of $528,015.~~ The Company had current and total liabilities of $528,015 which consisted of $89,903 in accounts payable and accrued liabilities, $227,612 due to related parties, and $210,500 in loans payable. Net stockholders' deficit in the Company was $528,015 at November 30, 2008. The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity.

~~Cash~~As ~~flow~~of ~~used~~February in28, ~~operating~~2009, ~~activities~~the ~~was~~Company ~~$431,612~~had ~~for~~no ~~the~~assets ~~period~~and ~~from~~a ~~inception~~working ~~to November~~capital ~~30,~~deficit ~~2008~~of $584,976. ~~Cash~~The ~~flow~~Company ~~used~~had incurrent ~~operating~~and ~~activities~~total ~~for~~liabilities ~~the~~of ~~three~~$584,976 ~~month~~which ~~period~~consisted ~~ended~~of ~~November 30~~$108,614 ~~2008~~in ~~was~~accounts payable and accrued liabilities, $40257,612 asdue ~~compared~~ to related parties, and $~~134~~218,~~808~~750 in ~~cash~~loans ~~flow~~payable. ~~used~~Net instockholders' ~~operating~~deficit ~~activities~~in ~~for~~ the ~~three~~Company ~~month~~was ~~period~~$584,976 ~~ended~~at ~~November 30~~February 28, ~~2007~~2009.

Cash flow ~~provided~~used byin ~~financing~~operating activities was $~~786~~439,~~112~~862 for the period from inception to ~~November~~ 30February 28, ~~2008~~2009. Cash flow ~~provided~~used byin ~~financing~~operating activities for the ~~three~~six month period ended ~~November 30~~February 28, ~~2008~~2009 was $0 8,290 as compared to $~~288~~166,~~000~~154 in cash flow used in operating activities for the ~~three~~six month period ended ~~November~~February 3029, ~~2007~~2008. The decrease in cash flow used in operating activities in the current six month period can be attributed to the reclassification of $160,000 in payables to related parties.

Cash ~~flows~~flow ~~used~~provided inby ~~investing~~financing activities was $~~354~~794,~~500~~362 for the period from inception to ~~November~~ 30February 28, ~~2008~~2009. Cash flow ~~used~~provided inby ~~investing~~financing activities for the ~~three~~six month period ended ~~November 30~~February 28, ~~2008~~ 2009 was $08,250 as compared to $~~107~~273,~~500~~000 for the ~~three~~six month period ended ~~November 30~~February 29, ~~2007~~2008. Cash flow provided by financing activities in the current six month period can be attributed to a loan payable.

Cash flows used in investing activities was $354,500 for the period from inception to February 28, 2009. Cash flow used in investing activities for the six month period ended February 28, 2009 was $0 as compared to $107,500 for the six month period ended February 29, 2008.

The Company’s current assets are insufficient to conduct its plan of operation over the next twelve months and it will have to realize debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to the Company on acceptable terms. Therefore, the Company’s stockholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Company’s inability to obtain funding would have a material adverse affect on its plan of operation.

The Company had no formal long term lines or credit or other bank financing arrangements as of ~~November~~February 3028, ~~2008~~2009. The Company does not expect to pay cash dividends in the foreseeable future.

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The Company has no defined benefit plan or contractual commitment with any of its officers or directors except that related to executive compensation in the amount of $10,000 per month. The Company has no current plans for any significant purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

As of ~~November~~February 3028, ~~2008~~2009, the Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

Going Concern

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses, in their report on the annual financial statements for the year ended August 31, 2008 our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The Company’s ability to continue as a going concern is subject to our ability to realize a profit and /or obtain funding from outside sources. Management’s plan to address our ability to continue as a going concern, include: (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; and (iii) obtaining loans and grants from various financial institutions, where possible. Although management believes that we will be able to obtain the necessary funding to allow us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

Critical Accounting Policies

In the notes to the audited financial statements for the year ended August 31, 2008 included in the Company’s Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

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Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ~~“Description~~ ofelsewhere ~~Business”~~in this current report, with the exception of historical facts, are forward looking statements. ~~A safe-harbor provision may not be applicable to the forward looking statements made in this current report.~~ Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

our anticipated financial performance and business plan;

the sufficiency of existing capital resources;

our ability to raise additional capital to fund cash requirements for future operations;

uncertainties related to the Company’s future business prospects;

· the ability of the Company to generate revenues to fund future operations; and

· the volatility of the stock market; and general economic conditions.

·We ~~general~~wish ~~economic~~to ~~conditions~~caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.

12Stock-Based Compensation

We ~~wish~~have toadopted ~~caution~~SFAS ~~readers~~No. ~~that~~123 ~~our~~(revised ~~operating~~2004) ~~results~~(SFAS ~~are~~No. ~~subject~~123R), toShare-Based ~~various~~Payment, ~~risks~~which ~~and~~addresses ~~uncertainties~~the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that ~~could~~are ~~cause~~based ~~our~~on ~~actual~~the ~~results~~fair tovalue ~~differ~~of ~~materially~~the ~~from~~enterprise’s ~~those~~equity ~~discussed~~instruments or ~~anticipated~~that may be settled by the issuance of such equity instruments. In January 2005, ~~including~~the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ~~factors~~ability ~~set~~to ~~forth~~account infor stock-based compensation transactions using the ~~section~~intrinsic ~~entitled~~value ~~“Risk~~method ~~Factors”~~under ~~included~~Accounting ~~elsewhere~~Principles inBoard ~~this~~(APB) ~~report~~Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We ~~also~~use ~~wish~~the Black-Scholes-Merton (“BSM”) option-pricing model to ~~advise~~determine ~~readers~~the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to ~~place~~reflect ~~any~~the ~~undue~~impact ~~reliance~~of onSFAS ~~the~~No. ~~forward~~123R. ~~looking~~The ~~statements~~modified ~~contained~~prospective intransition ~~this~~method ~~report~~requires that stock-based compensation expense be recorded for all new and unvested stock options, ~~which~~restricted ~~reflect~~stock, ~~our~~restricted ~~beliefs~~stock units, and ~~expectations~~employee ~~only~~stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of ~~this~~SFAS ~~report~~No. 123.Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We ~~assume~~applied nothe ~~obligation~~disclosure toprovisions ~~update~~of orSFAS ~~revise~~No. ~~these~~123 ~~forward~~as ~~looking~~amended ~~statements~~by toSFAS No. 148, ~~reflect~~Accounting ~~new~~for ~~events~~Stock-Based orCompensation ~~circumstances~~– orTransition ~~any~~and ~~changes~~Disclosure, as if the fair-value-based method had been applied in ~~our~~measuring ~~beliefs~~compensation orexpense. ~~expectations~~Under APB Opinion No. 25, ~~other~~when ~~that~~the isexercise ~~required~~price byof ~~law~~our employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.

Stock-Based Compensation On January 1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of our employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

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~~Critical~~We ~~Accounting~~account ~~Policies In~~for ~~the~~equity ~~notes~~instruments toissued ~~the~~in ~~audited~~exchange ~~financial statements~~ for the ~~year~~receipt ~~ended~~of ~~August~~goods ~~31,~~or ~~2008~~services ~~included~~from other than employees in accordance with SFAS No. 123 and the ~~Company’s~~conclusions ~~Form~~reached ~~10-K,~~by the ~~Company~~Emerging ~~discusses~~Issues ~~those~~Task ~~accounting~~Force ~~policies~~(“EITF”) ~~that~~in Issue No. 96-18. Costs are ~~considered~~measured toat bethe ~~significant~~estimated fair inmarket ~~determining~~value of the ~~results~~consideration received or the estimated fair value of ~~operations~~the ~~and~~equity ~~its~~instruments ~~financial~~issued, ~~position~~whichever is more reliably measurable. The ~~Company~~value ~~believes~~of ~~that~~equity ~~the~~instruments ~~accounting~~issued ~~principles~~for ~~utilized~~consideration byother usthan ~~conform~~employee toservices ~~accounting~~is ~~principles~~determined ~~generally~~on ~~accepted~~the inearliest ~~the~~of ~~United~~a ~~States~~performance commitment or completion of ~~America~~performance by the provider of goods or services as defined by EITF 96-18.

Recent Accounting Pronouncements

~~The~~In ~~Financial~~November ~~Accounting~~2008, ~~Standards~~the ~~Board~~Emerging ~~(“FASB”)~~Issues ~~has~~Task ~~issued~~Force ~~Statement of Financial Accounting Standards~~ (“~~SFAS~~EITF”) issued Issue No. ~~163~~ 08-7, Accounting for ~~Financial~~Defensive ~~Guarantee~~Intangible ~~Insurance~~Assets ~~Contracts~~(“EITF 08-7”). ~~SFAS~~EITF ~~No.~~08-7 ~~163~~applies ~~clarifies~~to ~~how~~all ~~SFAS~~acquired ~~No.~~intangible ~~60,~~assets ~~Accounting~~in ~~and~~which ~~Reporting~~the byacquirer ~~Insurance~~does ~~Enterprises,~~not ~~applies~~intend to ~~financial~~actively ~~guarantee~~use ~~insurance~~the ~~contracts~~asset ~~issued~~but byintends ~~insurance~~to ~~enterprises,~~hold ~~and~~(lock ~~addresses~~up) the ~~recognition~~asset ~~and~~to ~~measurement~~prevent ofits ~~premium~~competitors ~~revenue~~from ~~and~~obtaining ~~claim~~access ~~liabilities.~~to Itthe ~~requires~~asset ~~expanded~~(a ~~disclosures~~defensive ~~about contracts~~asset), ~~and~~assets ~~recognition~~that ofthe ~~claim~~acquirer ~~liability~~will ~~prior~~never toactually anuse, ~~event~~as ofwell ~~default~~as ~~when~~assets ~~there is evidence~~ that ~~credit~~will ~~deterioration~~be ~~has~~used ~~occurred~~by inthe anacquirer ~~insured~~during ~~financial~~a ~~obligation.~~transition Itperiod ~~also~~when ~~requires~~the ~~disclosure~~intention ~~about~~of ~~(a)~~ the ~~risk-management~~acquirer ~~activities~~is ~~used by an insurance enterprise~~ to ~~evaluate credit~~discontinue ~~deterioration~~the inuse ~~its~~of ~~insured~~those ~~financial~~assets. ~~obligations,~~EITF ~~and~~08-7 ~~(b)~~is ~~the~~effective ~~insurance~~as ~~enterprise's~~of ~~surveillance~~January 1, ~~or watch list~~2009. ~~The~~We ~~Company~~do ~~does~~ not ~~believe~~expect the adoption of ~~SFAS No. 163~~EITF ~~will~~08-7 to have a anmaterial impact on ~~its~~the consolidated financial statements.

In May , 2008, ~~FASB~~the Financial Accounting Standards Board issued ~~FASB~~Statement ~~Staff~~of ~~Position~~Financial ~~(“FSP”)~~Accounting ~~APB~~Standards ~~14-1~~No. 163, “Accounting for ~~Convertible~~Financial ~~Debt~~Guarantee ~~Instruments~~Insurance ~~That~~Contracts—an ~~May Be~~interpretation ~~Settled~~of inFASB ~~Cash~~Statement ~~upon~~No. ~~Conversion~~60” (~~Including~~SFAS ~~Partial~~163). ~~Cash~~This ~~Settlement)”~~Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (~~“FSP~~insured ~~APB 14-1”~~event). ~~FSP~~when ~~APB~~there ~~14-1~~is ~~clarifies~~evidence that ~~convertible~~credit ~~debt~~deterioration ~~instruments~~has ~~that~~occurred ~~may~~in bean ~~settled~~insured infinancial ~~cash~~obligation. ~~upon~~This ~~either mandatory~~Statement oralso ~~optional~~clarifies ~~conversion~~how ~~(including~~Statement ~~partial~~60 ~~cash~~applies ~~settlement)~~to ~~are~~financial ~~not~~guarantee ~~addressed~~insurance bycontracts, ~~paragraph~~including 12the ofrecognition ~~APB~~and ~~Opinion~~measurement ~~No. 14,~~to ~~“Accounting~~be ~~for~~used ~~Convertible~~to ~~Debt~~account ~~and~~for ~~Debt~~premium ~~issued~~revenue ~~with~~and ~~Stock~~claim ~~Purchase Warrants~~liabilities.~~” Additionally,~~ ~~FSP~~Those ~~APB~~clarifications ~~14-1~~will ~~specifies~~increase ~~that~~comparability ~~issuers~~in financial reporting of ~~such~~financial ~~instruments~~guarantee ~~should~~insurance ~~separately~~contracts ~~account~~by ~~for~~insurance ~~the~~enterprises. ~~liability~~This ~~and~~Statement requires ~~equity~~expanded ~~components~~disclosures inabout afinancial ~~manner~~guarantee ~~that~~insurance ~~will~~contracts. ~~reflect~~The accounting and disclosure requirements of the ~~entity’s~~Statement ~~nonconvertible~~will ~~debt~~improve ~~borrowing~~the ~~rate~~quality ~~when~~of ~~interest~~information ~~cost~~provided isto ~~recognized~~users inof ~~subsequent~~financial ~~periods~~statements. ~~FSP~~This ~~APB~~Statement ~~14-1~~ is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years., Weexcept ~~will~~for ~~adopt~~some ~~FSP~~disclosures ~~APB~~about 14the insurance enterprise’s risk-1management ~~beginning~~activities. inThis Statement requires that disclosures about the ~~first~~risk-management ~~quarter~~activities of ~~2009,~~the ~~and~~insurance ~~this~~enterprise ~~standard~~be ~~must~~effective befor ~~applied~~the onfirst aperiod ~~retrospective~~(including ~~basis~~interim periods) beginning after issuance of this Statement. WeExcept ~~are~~for ~~evaluating~~those ~~the~~disclosures, ~~impact~~earlier ~~the~~application is not permitted. The adoption of ~~FSP~~this ~~APB~~statement ~~14-1~~ will have no material effect on ~~our~~the Company’s financial ~~position~~condition ~~and~~or results of operations. In May, 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 162, “The Heirarchy of Generally Accepted Accounting Principles” (SFAS No. 162). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The sources of accounting principles that are generally accepted are categorized in descending order of authority as follows:

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The adoption of SFAS No. 162 did not have an impact on the Company’s financial statements.

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Ina. ~~April 2008, the~~ FASB ~~issued~~Statements ~~FSP No. 142-3, “Determination~~ of ~~the~~Financial ~~Useful~~Accounting ~~Life~~Standards ofand ~~Intangible~~Interpretations, ~~Assets”~~FASB ~~(“FSP~~Statement ~~142-3”).~~133 ~~FSP~~Implementation ~~142-3~~Issues, ~~amends~~FASB ~~the~~Staff ~~factors~~Positions, ~~an entity~~and ~~should~~American ~~consider~~Institute ~~in developing renewal or extension assumptions used in determining the useful life~~ of ~~recognized~~Certified ~~intangible~~Public ~~assets~~Accountants ~~under~~(AICPA) ~~FASB~~Accounting ~~Statement~~Research ~~No.~~Bulletins ~~142, “Goodwill~~ and ~~Other~~Accounting ~~Intangible~~Principles ~~Assets”.~~Board ~~This~~Opinions ~~new guidance applies prospectively to intangible assets~~ that are ~~acquired~~not ~~individually~~superseded orby ~~with~~actions ~~a group~~ of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. We are currently evaluating the ~~impact, if any, that FSP 142-3 will have on our financial statements.~~FASB

~~In March 2008,~~ b. FASB ~~issued~~Technical ~~SFAS~~Bulletins ~~161~~and, ~~which~~if ~~amends~~cleared ~~and~~by ~~expands~~ the ~~disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments~~FASB, ~~how~~AICPA ~~they~~Industry ~~are~~Audit ~~accounted for under SFAS 133~~ and ~~their~~Accounting ~~effect~~Guides ~~on the entity’s financial position, financial performance~~ and ~~cash~~Statements ~~flows. The provisions~~ of ~~SFAS~~Position ~~161 are effective for the period beginning after November 15, 2008. The Company does not believe the adoption of SFAS No. 161 will have an impact on its financial statements.~~

c. AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics)

d. Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this ~~quarterly~~ report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) ~~as of November 30, 2008~~. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to ~~allow timely decisions regarding required disclosures.~~ Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

During the period ended November 30, 2008, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

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Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended February 28, 2009, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is currently not a party to any pending legal proceeding.

ITEM 1A. RISK FACTORS

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our business, financial condition, and/or results of operations as well as the future trading price and/or the value of our securities.

WeRisks ~~have~~Related a history of significant operating losses and such losses may continue in the future. Since our inception in 2002, our operation has resulted in continuing losses and an accumulated deficit of $1,054,371 at November 30, 2008. We expect to ~~incur losses as long as we remain active in our search for a suitable business opportunity and may continue to incur losses even in~~ the ~~event~~Company’s that we acquire a suitable business opportunity. Our only expectation of overcoming future losses is dependent on our ability to acquire or develop a revenue producing business, which eventuality can in no way be assured.Business

We have a history of significant operating losses and such losses may continue in the future.

Since our inception in 2002, our operation has resulted in continuing losses and an accumulated deficit of $1,113,284 at February 28, 2009. We expect to incur losses as long as we remain active in our search for a suitable business opportunity and may continue to incur losses even in the event that we acquire a suitable business opportunity. Our only expectation of overcoming future losses is dependent on our ability to acquire or develop a revenue producing business, which eventuality can in no way be assured.

The Company’s limited financial resources cast severe doubt on our ability to acquire or develop a revenue producing business.

Our future operation is dependent on our ability to acquire or develop a revenue producing business. However, the prospect of such an acquisition is doubtful due to the Company’s limited financial resources which limitation may act as a deterrent in future negotiations with prospective acquisition, merger or development candidates. Should we be unable to improve our financial condition through debt or equity offerings our ability to acquire or develop a revenue producing business will be severely limited to the extent that the Company will, in all likelihood, be forced to cease operations.

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Need for additional financing.

The Company has no revenue from operations and therefore is not able to meet operating costs. As such, we will need to raise capital within the next twelve months to implement our plan of operation. However, there can be no assurance that we will be able to raise the required capital. Failure to obtain adequate capital may cause us to cease operations.

Risks Related to the Company’s Stock

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

The Company does not pay cash dividends.

The Company does not pay cash dividends. We have not paid any cash dividends since inception and have no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.

16The Company incurs significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.

WeThe ~~incur~~Company ~~significant~~incurs ~~expenses as a result of being quoted on the Over the Counter Bulletin Board, which may negatively impact our financial performance. We incur~~ significant legal, accounting and other expenses as a result of ~~being listed on~~ the ~~Over the Counter Bulletin Board. The~~ Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, ~~has~~which ~~required~~control ~~changes~~the in corporate governance practices of public companies. ~~Our~~Compliance ~~compliance~~ with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including ~~our~~ legal and accounting costs, and ~~has~~ made some activities more time-consuming and costly. AsFurther, aexpenses ~~result,~~related ~~there~~to ~~has~~our ~~been~~compliance anmay increase in ~~legal~~the future, ~~accounting~~as ~~and~~legislation ~~certain~~affecting ~~other~~smaller ~~expenses,~~reporting ~~which~~companies comes ~~has~~into effect that may negatively ~~impacted~~impact our financial performance ~~and~~ ~~may~~to ~~have~~the point of having a material adverse effect on our results of operations and financial condition.

~~Our~~The Company’s internal controls over financial reporting ~~are~~may not be considered effective in the future, which ~~may~~ could result in a loss of investor confidence in ~~our~~its financial reports and in turn have an adverse effect on the stock price. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. As we were unable assert that our internal controls were fully effective at our year end, investors may lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.17

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The Company’s shareholders may face significant restrictions on their stock.

The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:

3a51-1 which defines penny stock as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1 which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2 which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3 which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4 which explains that compensation of broker/dealers must be disclosed;

15g-5 which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6 which outlines that broker/dealers must send out monthly account statements; and

15g-9 which defines sales practice requirements.

Since the Company’s securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:

control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 2021 of this Form 10-Q, and are incorporated herein by this reference.

1819

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Enwin Resources, Inc. Date

/s/ Kurt Dalmata ~~January~~ April 1920, 2009

Kurt Dalmata

Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer and Director

1920

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INDEX TO EXHIBITS

Exhibit

No. Description

3(i) * Amended Articles of Incorporation of the Company (incorporated by reference to the Form SB-2 filed with the Commission on October 18, 2002).

3(ii) * Amended By-laws of the Company (incorporated by reference to the Form 10-SB filed with the Commission on October 18, 2002).

10(i) * Addendum to Option Agreement dated April 30, 2006 (incorporated by reference to the Form 10-QSB filed with the Commission on July 13, 2006).

10(ii) * Securities Exchange Agreement and Plan of Exchange dated May 31, 2007 (incorporated by reference to the Form 8-K filed with the Commission on June 4, 2007).

10(iii) * Pledge Agreement dated June 29, 2007 (incorporated by reference to the Form 10-QSB filed with the Commission on July 16, 2007).

10(iv) * Loan Agreement dated July 3, 2007(incorporated by reference to the Form 10-QSB filed with the Commission on July 16, 2007).

10(v) * Consulting Agreement with First Capital Invest Corp dated April 1, 2007 (incorporated by reference to the Form 10-K filed with the Commission on January 15, 2009).

14 * Code of Ethics adopted February 25, 2006 (incorporated by reference to the Form 10-KSB filed with the Commission on November 14, 2006).

31 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Incorporated by reference to previous filings of the Company.

2021

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