UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
| [X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| | For the quarterly period ended November 30, 2006 |
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| [ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
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| | For the transition period __________ to __________ |
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| | Commission File Number: 333-100636 |
ENWIN RESOURCES INC.
(Exact name of small business issuer as specified in its charter)
NEVADA | 98-0379370 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
700 West Pender Street, Suite 1204 Vancouver, BC, Canada V6C 1G8 |
| (Address of principal executive offices) |
(604) 505-5825 |
| (Issuer’s telephone number) |
_______________________________________________________________ |
| (Former name, former address and former fiscal year, if changed since last report) |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,250,000 common shares as of November 30, 2006
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION |
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PART II - OTHER INFORMATION |
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PART I - FINANCIAL INFORMATION
| Our unaudited financial statements included in this Form 10-QSB are as follows: |
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These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended November 30, 2006 are not necessarily indicative of the results that can be expected for the full year.
ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
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| ASSETS | (unaudited) | | |
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| Current assets | | | |
| Cash | $ | 96,457 | | $ | 97,594 |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | |
| Current liabilities | | | | | |
| Accounts payable | $ | 16,897 | | $ | 5,850 |
| Shareholders advances | | 132,301 | | | 132,301 |
| Total current liabilities | | 149,198 | | | 138,151 |
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| STOCKHOLDERS’ DEFICIT: | | | | | |
Common stock, $.001 par value, 25,000,000 shares authorized, 4,250,000 shares issued and outstanding | | 4,250 | | | 4,250 |
| Additional paid in capital | | 152,551 | | | 149,955 |
| Deficit accumulated during the exploration stage | | (209,542) | | | (194,762) |
| Total Stockholders’ Deficit | | (52,741) | | | (40,557) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 96,457 | | $ | 97,594 |
The accompanying notes are an integral part of these financial statements. ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
(unaudited)
| | Three Months Ended November 30, | | Inception, July 10, 2002, through November 30, |
| | 2006 | | 2005 | | 2006 |
| General and administrative expenses: | | | | | |
| Professional fees | $ | 9,387 | | $ | 8,499 | | $ | 87,179 |
| Impairment | | - | | | - | | | 10,000 |
| Compensation | | 1,500 | | | 1,500 | | | 20,000 |
| Exploration costs | | - | | | - | | | 42,022 |
| Other | | 1,297 | | | 1,136 | | | 21,540 |
Total general and administrative expenses | | 14,780 | | | 13,581 | | | 209,542 |
| Interest | | 2,596 | | | 2,446 | | | 28,801 |
| Net loss | $ | (14,780) | | $ | (13,581) | | $ | (209,542) |
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| Net loss per share: | | | | | | | | |
| Net loss basic and diluted | $ | (0.00) | | $ | (0.00) | | | |
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| Weighted average shares outstanding: | | | | | | | | |
| Basic and diluted | | 4,250,000 | | | 3,000,000 | | | |
The accompanying notes are an integral part of these financial statements.
ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
(unaudited)
| | Three Months Ended November 30, | | Inception, July 10, 2002, through November 30, |
| | 2006 | | 2005 | | 2006 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
| Net loss | $ | (14,780) | | $ | (13,581) | | $ | (209,542) |
| Adjustments to reconcile net deficit to cash used by operating activities: | | | | | | | | |
| Imputed interest on stockholder advances | | 2,596 | | | 2,446 | | | 28,801 |
| Impairment | | - | | | - | | | 10,000 |
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| Change in non cash working capital items related to operations | | | | | | | | |
| Accounts payable | | 11,047 | | | 1,542 | | | 16,897 |
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| CASH FLOWS USED IN OPERATING ACTIVITIES | | (1,137) | | | (9,593) | | | (153,844) |
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| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
| Payment on option to acquire mining interest in property | | - | | | - | | | (10,000) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| Proceeds from the sale of common stock | | - | | | - | | | 128,000 |
| Shareholder advances | | - | | | 20,000 | | | 132,301 |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | | - | | | 20,000 | | | 260,301 |
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| NET INCREASE (DECREASE) IN CASH | | (1,137) | | | 10,407 | | | 96,457 |
| Cash, beginning of period | | 97,594 | | | 10,332 | | | - |
| Cash, end of period | $ | 96,457 | | $ | 20,739 | | $ | 96,457 |
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| SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | |
| Interest paid | | - | | | - | | | - |
| Income taxes paid | | - | | | - | | | - |
The accompanying notes are an integral part of these financial statements.
ENWIN RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Enwin Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 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 2006 as reported in Form 10-KSB, have been omitted.
NOTE 2 - GOING CONCERN
Enwin has recurring losses and has a deficit accumulated during the exploration stage of $209,542 as of November 30, 2006. Enwin’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Enwin has no current source of revenue. Without realization of additional capital, it would be unlikely for Enwin to continue as a going concern. Enwin’s management plans on raising cash from public or private debt of equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found. Enwin’s ability to continue as a going concern is dependent on these additional cash financings, and ultimately, upon achieving profitable operations through the development of mineral interests.
NOTE 3 - RELATED PARTY TRANSACTIONS
A shareholder of Enwin has advances due from Enwin of $ 132,301 (August 31, 2006- $ 132,301) at November 30, 2006. The advances are non-interest bearing and are due upon demand. Enwin has imputed interest at 8% or $2,596 for the three months ended November 30, 2006 and $2,446 for the three months ended November 30, 2005.
During the three months ended November 30, 2006, management fees in the amount of $1,500 (2005 - $1,500) were earned by a director of the company (at November 30, 2006 $1,500 remained in accounts payable).
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
We were incorporated in the State of Nevada on July 3, 2002 under the name Enwin Resources, Inc. We are engaged in the exploration of mineral properties. We intend to acquire more exploration properties when we are in a position to do so. We have minimal assets and no revenues with a stockholders' deficit and losses since our inception.
Our current focus is on the exploration of mineral properties in British Columbia, Canada. We have acquired an interest in a property consisting of five mining claims in Lac La Hache, British Columbia. We intend to explore these mining claims for any valuable minerals, including silver, copper and zinc. We are in the process of conducting initial explorations to determine what amount of valuable minerals, if any, exist on our properties, and if any valuable minerals that are found can be economically extracted and profitably processed.
In July 2002, we entered into an option agreement with Cadre Capital (“Cadre”) to acquire an undivided 100% interest in a mineral property in British Columbia, Canada. The property, known as the Spring Lake Property (the “Property”), consists of five mining claims known as the Summer
Claims 1-5 located in Lac La Hache, British Columbia.
We paid $10,000 to Cadre upon execution of the original option agreement and an additional $10,000 in 2003. Pursuant to the terms of the option agreement and a subsequent addendum dated April 30, 2006, we retained the services of Rio Minerals Ltd. (“Rio Minerals”) to perform all exploration and/or development work on the Property. We were originally required to expend the following amounts on the exploration and/or development of the Property:
| 1. | a cumulative total of not less than $25,000 on or before December 31, 2002; |
| 2. | a cumulative total of not less than $35,000 on or before December 31, 2003; |
| 3. | a cumulative total of not less than $150,000 on or before December 31, 2004; and |
| 4. | a cumulative total of not less than $500,000 on or before December 31, 2005. |
However, pursuant to the terms of an addendum agreement dated April 30, 2006, we must now expend the following amounts on the exploration and/or development of the Property:
| 1. | exploration-work program of not less than $25,000 by April 30, 2007; |
| 2. | exploration-work program of not less than $75,000 by April 30, 2008; |
| 3. | exploration-work program of not less than $250,000 by April 30, 2009. |
As consideration for the April 30, 2006 extension, we were required to pay Cadre a $5,000 extension fee and a $1,620 annual maintenance fee. The extension was needed due to Rio Minerals’ unavailability to perform the exploration work, the upcoming weather conditions in the region of South Central British Columbia, and the overall declining market condition for gold and other metals.
We are still required to retain the services of Rio Minerals to perform all exploration and/or development of the work on the Property. In fact, we have used their services to complete groundwork expenditures totaling $35,402 to date. This work entailed line cutting, grid surveying as well as limited geochemical soil and silt samples. We intend to use Rio Minerals to conduct further explorations proceeding under our three phase work program, explained below in the section entitled “Plan of Operation.” Due to Rio Minerals’ unavailability, as previously scheduled to commence by April 30, 2006, by mutual agreement between us and Rio Minerals we intend to commence our three phase work program in the spring of 2007.
We will acquire a 100% interest in the Property, without any further action by any party, immediately upon the last of the foregoing payments and exploration expenses having been met. However, we are obligated to pay Cadre a net smelter return royalty (the “Royalty”) equal to 2% of the net smelter returns realized from production on the Property. If we fail to meet any of the obligations in the agreement, Cadre will be entitled to terminate our option.
Plan of Operation
Our initial exploration program is designed to: 1) explore and evaluate our properties to determine what amount of valuable minerals, if any, exist on our properties, and 2) if any valuable minerals are found, to determine if the minerals can be economically extracted and profitably processed. Our exploration targets are any valuable minerals and we will specifically look for economic mineralization, silver, copper and zinc.
Our exploration program consists of three phases all of which will be performed or supervised by Derrick Strickland, one of our directors, and independent contractors hired by us. Mr. Strickland will also be involved extensively in assisting with the geologic mapping and geochemical testing. The three phases of exploration will be conducted by a qualified geologist with reasonable experience in exploration of economic mineralization and mineral properties.
Phase 1
Phase 1 of our initial explorations will consist of geological mapping and sampling of the property to determine rock types, alteration, and mineralization; testing for soil geochemistry using 240 micron fraction over existing cut lines and new lines to the south and north; and polarization and magnetic surveys. Phase 1 will proceed as follows:
| § | Geologic mapping on the property will be conducted by taking soil samples throughout the property at approximately 200-300 foot intervals. On areas with no rock outcrops, we will do soil survey grids. We will also analyze surface outcrops of rock and the topography of the property to assist in the geologic mapping. We anticipate the costs of the geologic mapping during this Phase to be approximately $8,000. |
| § | Geochemical testing will proceed by taking rock samples from the property and taken to a lab where a determination of the elemental make up of the sample and the exact concentrations of economic mineralization, silver, copper and zinc will be made. We will then compare the relative concentrations of economic mineralization, silver, copper, and zinc in samples so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance. We anticipate the cost of geochemical testing to be approximately $8,000 to $12,000. |
When available, existing workings such as like trenches, prospect pits, shafts, or tunnels will be examined. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will begin trenching the area. Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area. They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations. Once excavation of a trench is completed, samples are taken and then analyzed for economically potential valuable minerals that are known to have occurred in the area. We will analyze trench samples at a lab in Vancouver, British Columbia. Rock chip samples will tested for traces of economic mineralization, silver, lead, copper, zinc, iron, and other valuable minerals; however our primary focus is the search for
economic mineralization, silver, copper or zinc. A careful interpretation of this available data collected from the various tests will aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.
We estimate that Phase 1 will take about three (3) months and cost up to $20,000.
Phase 2
Phase 2 involves an initial examination of the underground characteristics of any vein structure that was identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods to be employed are as follows:
| § | Extensive trenching will be utilized to identify the continuity and extent of mineralization, if any, below the surface. If trenching reveals significant mineralization, we may conduct limited diamond drilling to further explore the deposit. We anticipate that we will rely primarily on more extensive trenching during Phase 2 to identify the extent of mineralization. |
| § | Additional and more advanced geophysical work to provide a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and a target for more extensive trenching and core drilling. |
Diamond drilling will be used as an essential component of exploration and aid in the delineation and definition of any deposits.
We anticipate the approximate costs for Phase 2 will be approximately $8,000 for the trenching, $5,000 for the geophysical work, and $5,000 to $8,000 for the drilling work, if completed.
After a thorough analysis of the data collected in Phase 2, we will decide whether to proceed with a Phase 3 study or to continue more Phase 2 explorations.
Phase 2 will take about three (3) months and cost up to $20,000.
Phase 3
Phase 3 is aimed at precisely defining the depth, width, length, tonnage, and value per ton of any mineral body. We will accomplish this task through extensive drift driving. Drift driving is the process of constructing a tunnel to take samples of minerals for testing, and later, the tunnel can be used for mining minerals. The costs of underground work are variable and depend in large part on the type of rock encountered. If the rock is unstable and fractured, the cost of tunneling can increase greatly because the tunnel must be reinforced. If the rock is tombstone or granite the cost of tunneling is lower as reinforcement of the tunnel is not necessary. We do not intend to conduct extensive drift driving until Phase 3. We anticipate driving a drift of approximately 50 to 60 feet during Phase 3 at an approximate cost of $1,000 per foot for a total cost of $50,000 and $60,000.
In order for us to initiate underground work during Phase 3, we will take into account several
factors before we make the decision to go underground:
| § | the density of the underlying rock in deciding the extent of the drift driving to be undertaken; |
| § | if the rock encountered is tombstone or granite we are more likely to proceed with more extensive drift driving as the cost of construction is lower than if the rock is unstable and/or fractured; |
| § | the primary factor we will take into account in deciding whether to proceed with extensive drift driving will be the grade and consistency of the ore encountered. |
Our estimate of the amount of economic mineralization or other valuable mineral per ton in the underlying rock will determine the extent of our underground work.
Phase 3 will take about six (6) months and cost up to $90,000.
Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metals. If valuable mineralized material is found, we will then determine if it is profitable to extract the economic mineralization. If we determine that it is possible to extract the mineralized material, the exploration the property will cease and we will initiate the development stage of the property.
Development
In the event that our initial exploration program is successful and we discover mineralized material, we will then continue with development expenditures in respect of our property. We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves. We will require additional financing to commence our development. In the event that our initial exploration program is unsuccessful and we do not find any mineralized material, we will then decide whether to continue with or cease our exploration efforts at the property. If we decide not to pursue further exploration of the property, we will lose our interest. We will have to find another property to explore and to do so we will require additional financing.
We have not formulated a plan for development, and cannot and will not do so until valuable mineralized material is found. We have not found any valuable minerals or reserves whatsoever at this time on any of our properties.
Pursuant to our option agreement, we are required to spend a cumulative total of $350,000 in respect of our property by April 30, 2009. Development expenditures will satisfy our expenditure obligations. To date, we have expended a total of $42,022. This amount includes a total of $35,402 in exploration expenditures which satisfies our expenditure obligation of $25,000 due by April 30, 2007. The work was completed by Rio Minerals Ltd. and included line cutting, grid surveying, and limited geochemical soil and silt samples.
Results of Operations for the three months ended November 30, 2006 and 2005
We have not discovered any minerals to date. As a result, we have not earned any revenues since our inception in July 3, 2002.
We incurred operating expenses in the amount of $14,780 for the three months ended November 30, 2006, compared to operating expenses in the amount of $13,581 for the same period ended November 30, 2005. Our expenses for the three months ended November 30, 2006 consisted largely of professional fees of $9,387, interest of $2,596, compensation of $1,500 and other expenses of $1,297. Our expenses for three months ended November 30, 2005 consisted of largely of professional fees of $8,499, interest of $2,446, compensation of $1,500 and other expenses of $1,136. The increase in expenses from November 30, 2006 to November 30, 2005 is primarily attributable to an increase in professional fees. Our net loss for the three months ended November 30, 2006 was $(14,780), compared to a net loss of $(13,581) in the same period ended November 30, 2005.
Liquidity and Capital Resources
As of November 30, 2006, our sole asset was cash in the amount of $96,457. We had a working capital deficit of $(52,741) as of November 30, 2006. However, a large portion of our liabilities that contributes to our working capital deficient comes from advances provided by our officer and director, Mr. Michael Bebek. Although there is no written obligation requiring him to do so, Mr. Bebek does not intend to demand repayment of the $132,301 we owe him until we are in a position to do so without harming our business operations. This means that Mr. Bebek only intends to demand repayment when we are profitable and cash-flow positive in operating activities. Thus, we have sufficient capital resources to sustain our operations for at least the next ten months without having to raise additional capital.
Off Balance Sheet Arrangements
As of November 30, 2006, 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.
Going Concern
We have recurring losses and have a deficit accumulated during the exploration stage of $209,542 as of November 30, 2006. Our 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, we have no current source of revenue. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Our 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 acquisition, exploration and development of mineral interests, if found. Our ability to continue as a going concern is dependent on these additional cash financings, and ultimately, upon achieving profitable operations
through the development of mineral interests.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.
Mineral properties
Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.
Management periodically reviews the carrying value of our investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project.
Recently Issued Accounting Pronouncements
Enwin does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2006. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Michael Bebek. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of November 30, 2006, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended November 30, 2006.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II - OTHER INFORMATION
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
None
None
No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended November 30, 2006.
None
Exhibit Number | Description of Exhibit |
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SIGNATURES
In accordance with the requirements of the Securities and 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. |
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| Date: | January 9, 2006 |
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| | By: /s/ Michael Bebek Michael Bebek Title: Chief Executive Officer, Chief Financial Officer, and Director |
