Enwin Resources (ENWN) 10QSB 2008 Q1 Quarterly report (small business)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 2007.

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

Commission file number: 333-100636

ENWIN RESOURCES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 98-0379370 (I.R.S. Employer Identification No.)

2610-1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2

(Address of principal executive office) (Postal Code)

(604) 602-1717

(Issuer’s telephone number)

Check 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 X No_______

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes X No_______

The number of outstanding shares of the registrant’s common stock, $0.001 par value (the only class of voting stock) as of January 14, 2008 was 43,900,000.

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TABLE OF CONTENTS

			Page
PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS			3
		Unaudited Balance Sheet as of November 30, 2007		4
		Unaudited Statement of Operations for the three months ended November 30, 2007 and 2006		5
		Unaudited Statement of Cash Flows for the three months ended November 30, 2007 and 2006		6
		Notes to  Unaudited Financial Statements		7
	ITEM 2. MANAGEMENT'S PLAN OF OPERATION			10
	ITEM 3. CONTROLS AND PROCEDURES			18
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS			19
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES			19
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES			19
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS			19
	ITEM 5. OTHER INFORMATION			19
	ITEM 6. EXHIBITS			19
	SIGNATURES			20
INDEX TO EXHIBITS				21

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PART I

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our”, and “us”, 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-QSB 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
		(unaudited)	(Audited)
		November 30,	August 31,
		2007	2007
ASSETS
Current assets
	Cash and cash equivalents	$ 46,584	$ 892
	Other current assets	18,890	8,933
Total current assets		65,474	9,825
	Loan receivable	344,500	237,000
TOTAL ASSETS		$ 409,974	$ 246,825
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable and accrued liabilities	$ 64,214	$ 100,837
	Amounts due to related parties	97,612	97,612
	Loans payable	200,000	212,000
Total current liabilities		361,826	410,449
TOTAL LIABILITIES		361,826	410,449
Stockholders' equity (deficit)
	Common stock
	1,000,000,000 common shares authorized at $0.001 par value;
	43,900,000 common shares issued and outstanding (August 31, 2007 - 42,700,000)	43,900	42,700
	Additional paid-in capital	470,710	169,958
	Accumulated deficit	(466,462)	(376,282)
Total stockholders' equity (deficit)		48,148	(163,624)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$ 409,974	$ 246,825

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ENWIN RESOURCES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
				July 3,
				2002
		For the three months ended		(Inception) through
		November 30,		November 30,
		2007	2006	2007
Sales		$ -	$ -	$ -
Cost of sales		-	-	-
Gross profit		-	-	-
Operating expenses
	Professional and consulting	40,467	9,387	226,335
	Impairment	-	-	10,000
	Compensation	9,000	1,500	56,500
	Exploration costs	-	-	42,022
	Travel	23,546	-	43,150
	Other	14,518	1,297	46,616
Operating (loss)		87,531	12,184	424,624
Interest income		(5,303)	-	(9,705)
Interest expense		7,952	2,596	51,543
(Loss) before income taxes		90,180	14,780	466,462
Provision for income taxes		-	-	-
Net (loss)		$ 90,180	$ 14,780	$ 466,462
Loss per share - basic and diluted		$ 0.00	$ 0.00
Weighted average number of common shares outstanding		43,478,022	42,500,000

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ENWIN RESOURCES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
				July 3, 2002
				(Inception)
		For the three months ended		Through November
		November 30,		30,
		2007	2006	2007
Cash flows from operating activities
	Net loss	$(90,180)	$(14,780)	$(466,462)
	Adjustments to reconcile net loss to net cash used in operations:
	Imputed interest on stockholder advances	1,952	2,596	36,610
	Impairment	-	-	10,000
	Changes in:
	Prepaid expenses	(9,957)		(18,890)
	Accounts payable and accrued liabilities	(36,623)	11,047	64,214
	Net cash used in operating activities	(134,808)	(1,137)	(374,528)
Cash flows from investing activities
	Payment on option to acquire mining interest in property	-	-	(10,000)
	Loan receivable principal advance	(107,500)	-	(344,500)
	Net cash used in investing activities	(107,500)	-	(354,500)
Cash flows from financing activities
	Proceeds from the sale of common stock	300,000	-	478,000
	Shareholder advances (repayments), net	-	-	97,612
	Payments made on loans payable	(19,500)	-	(19,500)
	Proceeds from loans payable	7,500		219,500
	Net cash provided by financing activities	288,000	-	775,612
Increase (decrease) in cash and cash equivalents		45,692	(1,137)	46,584
Cash and cash equivalents, beginning of period		892	97,594	-
Cash and cash equivalents, end of period		$ 46,584	$ 96,457	$ 46,584
Supplementary information
	Interest paid	$ -	$ -	$ -
	Taxes Paid	$ -	$ -	$ -

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ENWIN RESOURCES, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

November 30, 2007

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 annual report filed with the SEC on Form 10-KSB. 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, 2007 as reported on Form 10-KSB, have been omitted.

NOTE 2 - GOING CONCERN

The Company has recurring losses and has a deficit accumulated during the exploration stage of $466,462 as of November 30, 2007. 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 of 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 (“Solar”) and D2Fusion, Inc. (“D2Fusion”) described in Note 8 below, 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 sooner. In the event that the Company decides not to complete the acquisition the repayment term would be extended an additional 180 days. The $500,000 loan would be repaid from the proceeds of the $2 million in working capital funding to be provided to 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.

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ENWIN RESOURCES, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

November 30, 2007

The loan is classified as noncurrent due to uncertainty about the timing of repayment. The Company has not satisfied all the terms outlined above. As of November 30, 2007, the Company had advanced $344,500 to D2Fusion. However the agreement to acquire D2Fusion has not been affected by this failure to satisfy funding obligations. These loans will be collected if the Agreement to acquire D2Fusion is completed otherwise these loans may become uncollectible.

NOTE 4 – RELATED PARTY TRANSACTIONS

A shareholder and former director of the Company has advances due from the Company of $97,612 at November 30, 2007 (August 31, 2007- $97,612). The advances are non-interest bearing and are due upon demand. The Company has imputed interest at 8% of $1,952 and $2,596 for the three months ended November 30, 2007 and 2006, respectively.

NOTE 5 – LOANS PAYABLE

Loans payable consist of advances of $100,000 each from two unrelated parties that are unsecured, bear interest at the rate of 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 a one time two percent (2%) late fee and an ongoing interest rate of 14% per annum.

NOTE 6 – CAPITAL STOCK

During the fiscal year ended August 31, 2007 the Company increased its authorized share capital to 100,000,000 shares of common 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.

During the three month period ended November 30, 2007, the Company issued 1,200,000 shares of common stock for cash proceeds of $300,000.

NOTE 7 – RECLASSIFICATION

The Company has reclassified certain items on the statement of operations for the periods ended November 30, 2006 to facilitate comparisons. These reclassifications have no effect on net loss or stockholders’ deficit.

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ENWIN RESOURCES, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

November 30, 2007

NOTE 8 - COMMITMENT

On May 31, 2007, the Company entered into the Agreement with Solar and D2Fusion whereby the Company intends to acquire 100% of the outstanding ownership or right to ownership of D2Fusion, a wholly owned subsidiary of Solar, from Solar in exchange for an aggregate of 30,000,000 shares of the Company’s common stock in addition to the following conditions:

- the Company make available to D2Fusion working capital of no less than $2,000,000;

- the Company cancel 30,000,000 shares of its issued and outstanding common share capital;

- the Company change its name to “D2Fusion Corp.”;

- the Company permit Solar to nominate two individuals for appointment to its board of directors.

On consummation of the transaction D2Fusion will be a wholly-owned subsidiary of the Company and Solar will hold a controlling interest in the Company. The closing of the transaction is expected to take place as soon as is practicable subject to the Company’s shareholder approval and full satisfaction of the disclosure requirements of the Securities Exchange Act of 1934, as amended.

Upon closing of the transaction, this exchange would be treated as a reverse merger with D2Fusion being the accounting acquirer.

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Item 2. Management's Plan of Operation

This Management's Plan of Operation and Results of Operations and other parts of this 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 subsections entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. All information presented herein is based on the three month period ended November 30, 2007. Our fiscal year end is August 31.

Plan of Operation

During the second half of fiscal 2007 we moved away from the exploration of mineral properties to focus our attention on alternative business opportunities. Negotiations were initiated to acquire D2Fusion, Inc. (“D2Fusion”) from Solar Energy Limited (“Solar”).

D2Fusion is a Foster City, California and Los Alamos, New Mexico based company, focused on developing and delivering low-cost, clean, waste-free, practical nuclear energy applications for use in a wide range of environments from homes to industry. On May 31, 2007, we entered into a Securities Exchange Agreement and Plan of Exchange with Solar and D2Fusion to acquire 100% of the outstanding ownership of D2Fusion, in exchange for an aggregate of 30,000,000 newly issued shares of our common stock in addition to the following conditions:

§ We make available to D2Fusion working capital of no less than $2,000,000 on or before closing;

§ We cancel 30,000,000 shares of its issued and outstanding common share capital;

§ We change our name to “D2Fusion Corp.”;

§ § We permit Solar to nominate two individuals for appointment to our board of directors We obtain shareholder approval of the transaction.  

Further to a condition in the Agreement that the Company make available no less than $2,000,000 in working capital to D2Fusion, the Company entered into a loan agreement with Solar and D2Fusion on July 3, 2007 in order to lend $500,000 to D2Fusion by July 14, 2007 of which $344,500 had been made available to D2Fusion as of November 30, 2007.

On consummation of the transaction D2Fusion would become a wholly-owned subsidiary of the Company and Solar would acquire a controlling interest in the Company.

The parties involved are currently reconsidering the terms of the Agreement and the transaction is yet to be presented to the Company’s shareholders for consideration. In the event that the parties decide against proceeding with the Agreement or our shareholders decide not to approve the transaction then the Company would abandon further efforts to acquire D2Fusion and pursue an alternative plan of operation focused on identifying and acquiring a viable business opportunity. We would not limit our options to any particular industry, but would evaluate each prospective opportunity on its own merits.

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Intended Business

D2Fusion

D2Fusion is currently working with eminent U.S. and international research teams to continue product development projects. Using the know-how as well as collaborative expertise from the US government's top nuclear science labs, D2Fusion is prepared to build, demonstrate, and test small (kilowatt-scale) thermal module prototypes. D2Fusion intends to achieve the following:

• Pilot project to compellingly demonstrate the commercial promise of D2Fusion technology, producing prototype kilowatt-scale thermal modules for use in many applications;

• Coordinate design, assembly, and testing of these prototype modules with leading national laboratory scientific and engineering teams to demonstrate these devices deliver safe clean solid-state fusion energy in a commercially useful form. This will both legitimate and publicize the field as well as generating important intellectual properties;

• Design of a licensing and development plan obtain the highest possible return on our products and technologies;

• Grow the business to develop and deliver new products and processes.

D2Fusion’s plan of operation will require $2,000,000 in funding over the next 12 months which funding is not currently available.

The Company is well aware of the controversy surrounding “cold fusion” technology. However, we believe that there is sufficient global evidence that the risk/reward ratio merits our investment. As D2Fusion’s prototype technology is scaled to commercial size it could help solve much of the world’s energy, water, and pollution problems.

Results of Operations

During the three month period ended November 30, 2007 our operations were focused on evaluating the terms of our Agreement to acquire D2Fusion and considering the means by which the Company can satisfy the terms of the transaction.

We do not expect to receive revenues within the next twelve months of operation or ever, since in the event that we proceed with the transaction and our shareholders approve the acquisition, D2Fusion has yet to realize a commercial application of its technology and may never produce revenue from operations.

Net Losses

For the period from July 3, 2002, date of inception, until November 30, 2007, the Company incurred a net loss of $466,462. Net losses for the three month period ended November 30, 2007 were $90,180 as compared to $14,780 for the three months ended November 30, 2006. The Company’s net losses are primarily attributable to general and administrative expenses. General and administrative expenses include financing costs, accounting costs, consulting fees, leases, employment costs, professional fees and costs associated with the preparation of disclosure documentation. We did not generate any revenues during this period.

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The Company expects to continue to incur losses through the fiscal year ended 2008.

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 30, 2007.

Liquidity and Capital Resources

As of November 30, 2007, the Company had current assets totaling $65,475 and a working capital deficit of $296,351. These assets consist of cash on hand of $46,584 and other current assets of $18,890. Net stockholders' equity in the Company was $48,148 at November 30, 2007. The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity.

Cash flow used in operating activities was $374,528 for the period from inception to November 30, 2007. Cash flow used in operating activities for the three month period ended November 30, 2007 was $134,808 as compared to $1,137 in cash flow used in operating activities for the three month period ended November 30, 2006. The cash flow used in operating activities in the current three month period was due primarily to an increase in net losses and payments made against accounts payable and accrued liabilities.

Cash flow provided by financing activities was $775,612 for the period from inception to November 30, 2007. Cash flow provided by financing activities for the three month period ended November 30, 2007 was $288,000 as compared to $0 for the three month period ended November 30, 2006. Cash flow provided by financing activities in the current three month period was the result of proceeds from the sale of common stock of $300,000 and a net loan repayment of $12,000.

Cash flows used in investing activities was $354,500 for the period from inception to November 30, 2007. Cash flow used in investing activities for the three month period ended November 30, 2007 was $107,500 as compared to $0 for the three month period ended November 30, 2006. Cash flow used in investing activities in the current three month period was the result of loans made to D2Fusion of $107,500.

The Company’s current assets are insufficient to conduct its intended plan of operation over the next twelve (12) months and it will have to realize debt or equity financing to fund its own operations and fund the operations of D2Fusion in the event the transaction proceeds. 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

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adverse affect on its plan of operation specifically in respect to its ability to fund the development of D2Fusion.

The Company has no current plans for the 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 30, 2007, we have 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.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended August 31, 2007, included in the Company’s Form 10-KSB, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and our 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 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. On an on-going basis, the Company evaluates our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our 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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Stock-Based Compensation

On March 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 the Company’s 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

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140”, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application

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allowed. This standard is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

In June, 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 will apply to fiscal years beginning after December 15, 2006, with earlier adoption permitted. We will adopt FIN 48 effective September 1, 2007. As prescribed in the interpretation, the cumulative effect of applying the provisions of FIN No. 48 should be reflected as an adjustment to the opening balance of Stockholders’ Equity. The Company is currently in process of assessing the impact that the adoption of this pronouncement will have on our consolidated financial position, the statement of earnings, or cash flows.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)” This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of

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a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on our financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on our financial position and results of operations.

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

The statements contained in the section titled Management’s Plan of Operations, with the exception of historical facts, are forward looking statements within the meaning of Section 27A of the Securities Act. A safe-harbor provision may not be applicable to the forward looking statements made in this prospectus because of certain exclusions under Section 27A (b). 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;

• the volatility of the stock market and;

• general economic conditions.

We wish to caution readers that the Company’s 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 is required by law.

Risks Factors

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Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in our annual report. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

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

Since our inception in 2002, our expenses have resulted in continuing losses and an accumulated deficit of $376,282 at August 31, 2007. During the three months ended November 30, 2007, we recorded a net loss of $90,180. The Company has never realized revenue from operations. We will continue to incur operating losses as we pursue our intention to acquire D2Fusion and satisfy our ongoing disclosure requirements with the Securities and Exchange Commission. Our only expectation of future profitability is dependent upon our ability to acquire D2Fusion and develop D2Fusion’s business to a point that will produce revenue, which objectives can in no way be assured.

The Company’s limited financial resources cast severe doubt on its ability to conclude the acquisition of D2Fusion.

The acquisition of D2Fusion is dependent on certain conditions including the condition that the Company make available to D2Fusion, as working capital, an amount of no less than $2,000,000 on or prior to closing the transaction. The Company’s business plan is dependent on the acquisition of a D2Fusion. However, the prospect of concluding the acquisition of D2Fusion is doubtful due to the Company’s limited financial resources. Since we currently have insufficient capital to meet this condition, the Company will have to rely on debt or equity offerings to satisfy this burden. Should we be unable to realize a minimum of $2,000,000 in capital prior to our intended acquisition of D2Fusion the Company will be forced to abandon the transaction and seek out an alternative business opportunity.

We are dependent upon a key person, who would be difficult to replace.

Our continued operation will be largely dependent upon the efforts of Nora Coccaro, our sole officer and director. We do not maintain key-person insurance on Ms. Coccaro. Our future success also will depend in large part upon the Company’s ability to identify, attract and retain other highly qualified managerial, technical and sales and marketing personnel. Competition for these individuals is intense. The loss of the services of Ms. Coccaro, the inability to identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel could make it more difficult for us to maintain our operations and meet key objectives such as the acquisition of a suitable business opportunity.

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.

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We may incur significant expenses as a result of being quoted on the Over the Counter Bulletin Board, which may negatively impact our financial performance.

We may 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 required changes in corporate governance practices of public companies. We expect that 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, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

Our internal controls over financial reporting may not be considered effective, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the year ending August 31, 2008, we may be required to furnish a report by our management on our internal controls over financial reporting. Such report will 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 assert that our internal controls are effective as of December 31, 2008, investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

Going Concern

The Company’s auditors have noted substantial doubt as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $376,282 as of August 31, 2007 which increased to $466,462 as of November 30, 2007. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; (3) establishing revenues from developing D2Fusion’s business plan; (4) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

ITEM 3. CONTROLS AND PROCEDURES

The Company’s president acts both as our chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of November 30, 2007. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding disclosure.

(b) Changes in Internal Controls

During the period ended November 30, 2007, 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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PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

On October 3, 2007 the Company authorized the issuance of 1,200,000 shares of common stock for $0.25 per share and 1,200,000 share purchase warrants with an exercise price of $0.25 per share for a period of four months for cash consideration of $300,000 to Rahn & Bodmer pursuant to the exemptions from registration provided by Regulation S of the Securities Act of 1933, as amended.

Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S. The distribution compliance period for shares sold in reliance on Regulation S is one year.

The Company complied with the requirements of Regulation S by having made no directed offering efforts in the United States, by offering only to an offeree who was outside the United States at the time the stock was issued, and ensuring that the offeree to whom the stock was issued was a non-U.S. offeree with an addresses in a foreign country. 

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. MATTERS SUBMITTED 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-B are listed in the Index to Exhibits on page 21 of this Form 10-QSB, and are incorporated herein by this reference.

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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. In accordance with the requirements of the Securities Exchange Act, this 14^th day of January, 2008

ENWIN RESOURCES, INC.

/s/ Nora Coccaro

Nora Coccaro

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

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EXHIBITS

Exhibit Page

No. 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-KSB filed with the Commission on December 12, 2007).

10(iv) *Loan Agreement dated July 3, 2007 (incorporated by reference to the Form 10-KSB filed with the Commission on December 12, 2007).

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 Attached  Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Attached Certification of the 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.