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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-Q

|                                             |                                                                                     
|-------------------------------------------- | ------------------------------------------------------------------------------------
|(Mark One)                                  
|x                                            | QUARTERLY
 REPORT UNDER SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934 
|                                             |                                                                                     
|For the quarterly period ended June 30, 2009
|                                             |                                                                                     
|o                                            | TRANSITION
 REPORT UNDER SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934

OR

For the transition period from ________________to ________________

Commission file number 000-21369

|                                                                  
|------------------------------------------------------------------
|DARWIN
 RESOURCES, INC.                                           
|(Exact
 name of small business issuer as specified in its charter)

|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|Delaware                                                       |  | 26-1762478                            
|                                                               |  |                                       
|State
 or other jurisdiction of
 Incorporation or organization |  | (IRS
 Employer
 Identification Number)
|                                                               |  |                                       
|2202
 N. West Shore Blvd, Suite 
 200, Tampa, FL               |  | 33607                                 
|                                                               |  |                                       
|(Address
 of principal executive offices)                      |  | (Zip
 Code)                           

(702) 448-7113
(Issuers telephone number, including area code)

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

Indicate
by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      Yes x 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. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|                                               |   |                           |  
|---------------------------------------------- | - | ------------------------- | -
|Large Accelerated filer                        | o | Accelerated filer         | o
|                                               |   |                           |  
|Non-accelerated filer                          | o | Smaller reporting Company | x
|(Do not check if a smaller
 reporting company) |  

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court. Yes x No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of
shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date.

20,534,655 common shares
outstanding as of August 14, 2009.

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DARWIN RESOURCES, INC.

TABLE OF CONTENTS

|                                                                                                        |  |     
|------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                        |  | Page
|Part I 
 Financial Information                                                                         |  | F-1 
|Item 1
  Financial Statements                                                                          |  | F-1 
|Balance
 Sheets as of June 30, 2009 (Unaudited) and December 31, 2008                                   |  | F-1 
|Unaudited
 Statements of Operations for the Six and Three Months Ended June 30, 2009 and
 June 30, 2008 |  | F-2 
|Unaudited
 Statements of Cash Flows for the Six Months Ended June 30, 2009 and June 30,
 2008.          |  | F-3 
|Notes to
 Financial Statements                                                                          |  | F-4 
|Item 2
  Managements Discussion and Analysis or Plan of Operation                                     |  | 13  
|Item 3
  Quantitative and Qualitative Disclosures About Market Risk                                    |  | 18  
|Item 4T 
 Controls and Procedures                                                                      |  | 18  
|Part II 
 Other Information                                                                            |  | 19  
|Item 1
  Legal Proceedings                                                                             |  | 19  
|Item 1A 
 Risk Factors                                                                                 |  | 19  
|Item 2
  Unregistered Sales of Equity Securities and Use of Proceeds                                   |  | 19  
|Item 3
  Defaults Upon Senior Securities                                                               |  | 19  
|Item 4
  Submission of Matters to a Vote of Security Holders                                           |  | 19  
|Item 5
  Other Information                                                                             |  | 19  
|Item 6
 Exhibits                                                                                       |  | 19  
|Certification of CEO Pursuant to Section
 302                                                           |  |     
|Certification of CFO Pursuant to Section
 302                                                           |  |     
|Certification of Officers Pursuant to
 Section 906                                                      |  |     

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PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
AS OF JUNE 30, 2009 AND DECEMBER 31, 2008

|                                                                                                                                                              |  |      |          |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                                                                                                                                              |  | 2009 |          | 2008 |  
|                                                                                                                                                              |  |      |          |      |  
|ASSETS                                                                                                                                                        |  |      |          |      |   |          |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|Current
 Assets                                                                                                                                               |  |      |          |      |   |          |  
|Cash                                                                                                                                                          |  | $    | 132      |      | $ | 2,218    |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|Total Assets                                                                                                                                                  |  | $    | 132      |      | $ | 2,218    |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|                                                                                                                                                              |  | 2009 |          | 2008 |  
|                                                                                                                                                              |  |      |          |      |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                         |  |      |          |      |   |          |  
|Current
 Liabilities                                                                                                                                          |  |      |          |      |   |          |  
|Related Party Payable (Note 4)                                                                                                                                |  | $    | 85,738   |      | $ | 71,757   |  
|Accrued Liabilities                                                                                                                                           |  |      | 90,477   |      |   | 60,847   |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|Total Liabilities                                                                                                                                             |  |      | 176,215  |      |   | 132,604  |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|Commitments
 and Contingencies (Note 6)                                                                                                                       |  |      |          |      |   |          |  
|                                                                                                                                                              |  |      |          |      |   |          |  
|Stockholders
 Deficit (Note 8)                                                                                                                               |  |      |          |      |   |          |  
|Series A Preferred stock, $0.000001 par
 value, 3,000,000 shares authorized,
 0 shares issued and outstanding at June 30, 2009 and December 31, 2008          |  |      |         |      |   |         |  
|Series B Preferred stock, $0.000001 par
 value, 5,000,000 shares authorized,
 5,000,000 shares issued and outstanding at June 30, 2009 and December 31,
 2008 |  |      | 5        |      |   | 5        |  
|Common stock, $0.000001 par value,
 500,000,000 shares authorized,
 20,534,655 shares issued and outstanding at June 30, 2009 and
 December 31, 2008          |  |      | 21       |      |   | 21       |  
|Additional Paid in Capital                                                                                                                                    |  |      | 49,864   |      |   | 49,864   |  
|Deficit Accumulated During the Development
 Stage *                                                                                                           |  |      | (225,973 | )    |   | (180,276 | )
|                                                                                                                                                              |  |      |          |      |   |          |  
|Total Stockholders Deficit                                                                                                                                   |  |      | (176,083 | )    |   | (130,386 | )
|                                                                                                                                                              |  |      |          |      |   |          |  
|Total Liabilities and Stockholders
Deficit                                                                                                                   |  | $    | 132      |      | $ | 2,218    |  
|                                                                                                                                                              |  |      |          |      |   |          |  

* Accumulated
since June 21, 2007, deficit eliminated of $92,511,065.

The accompanying notes are an integral part
of these financial statements.

F - 1

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DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS

|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|----------------------------------------- |  | ---------------------------- | ---------- | -------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | - | ------------------------------------------------------------------------------------------------- | -------- | -
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   | Cumulative
 Period From June
 21, 2007
 (inception of the
 development
 stage) to
 June 30,
 2009 |         
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                  
|                                          |  | Three Months Ended
 June 30, |            | Six Months Ended
 June 30, |   |           
|                                          |  |                              |            |                            |   |           
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                  
|                                          |  | 2009                         |            | 2008                       |   | 2009       |   | 2008 |            |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |  
|Net Sales                                 |  | $                            |           |                            | $ |           |   | $    |           |   | $ |           |   | $                                                                                                 |         |  
|Cost of
 Sales                            |  |                              |           |                            |   |           |   |      |           |   |   |           |   |                                                                                                   |         |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Gross Profit
 (loss)                      |  |                              |           |                            |   |           |   |      |           |   |   |           |   |                                                                                                   |         |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Operating
 Expenses                       |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Board
 Compensation                       |  |                              | 6,000      |                            |   | 6,000      |   |      | 12,000     |   |   | 12,000     |   |                                                                                                   | 48,600   |  
|Consulting                                |  |                              | 9,000      |                            |   | 9,000      |   |      | 18,000     |   |   | 18,000     |   |                                                                                                   | 72,900   |  
|Investor
 Relations                       |  |                              | 500        |                            |   |           |   |      | 876        |   |   |           |   |                                                                                                   | 7,170    |  
|Legal                                     |  |                              |           |                            |   | 2,100      |   |      |           |   |   | 2,100      |   |                                                                                                   | 13,181   |  
|Other
 Operating Expenses                 |  |                              | 9,254      |                            |   | 1,543      |   |      | 12,840     |   |   | 3,600      |   |                                                                                                   | 79,116   |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Total
 Operating Expenses                 |  |                              | 24,754     |                            |   | 18,643     |   |      | 43,716     |   |   | 35,700     |   |                                                                                                   | 220,967  |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Loss from
 Continuing Operations          |  |                              | (24,754    | )                          |   | (18,643    | ) |      | (43,716    | ) |   | (35,700    | ) |                                                                                                   | (220,967 | )
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Interest
 Expense                         |  |                              | (1,063     | )                          |   |           |   |      | (1,981     | ) |   |           |   |                                                                                                   | (5,006   | )
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Net Loss
 Before Income Taxes             |  |                              | (25,817    | )                          |   | (18,643    | ) |      | (45,697    | ) |   | (35,700    | ) |                                                                                                   | (225,973 | )
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Provision
 for Income Taxes               |  |                              |           |                            |   |           |   |      |           |   |   |           |   |                                                                                                   |         |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Net Loss                                  |  | $                            | (25,817    | )                          | $ | (18,643    | ) | $    | (45,697    | ) | $ | (35,700    | ) | $                                                                                                 | (225,973 | )
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Loss Per
 Common Share                    |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Basic and
 Diluted                        |  | $                            | 0.00       |                            | $ | 0.00       |   | $    | 0.00       |   | $ | 0.00       |   |                                                                                                   |          |  
|                                          |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Weighted-Average
 Shares Used to Compute: |  |                              |            |                            |   |            |   |      |            |   |   |            |   |                                                                                                   |          |  
|Basic and
 Diluted Loss Per Common Share  |  |                              | 20,534,655 |                            |   | 20,534,655 |   |      | 20,534,655 |   |   | 20,534,655 |   |                                                                                                   |          |  

The accompanying notes are an integral part
of these financial statements.

F - 2

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DARWIN
RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|---------------------------------------------------------------------------- |  | ---------------------------------- | ------- | ----------------------------------- | - | --------------------------------------------------------------------------------------------------- | - | - | -------- | -
|                                                                             |  | Six
 Months
 Ended
 June 30,
 2009 |         | Six 
 Months
 Ended
 June 30,
 2008 |   | Cumulative
 Period From
 June 21,
 2007
 (inception of
 the
 development
 stage) to
 June 30,
 2009 |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                        |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Net Loss                                                                     |  | $                                  | (45,697 | )                                   | $ | (35,700                                                                                             | ) | $ | (225,973 | )
|Adjustments to Reconcile Net Loss to Net
 Cash Used in Operating Activities: |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Changes in Assets and Liabilities                                            |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Accrued Expenses                                                             |  |                                    | 29,630  |                                     |   | 19,950                                                                                              |   |   | 90,477   |  
|NET CASH USED IN OPERATING ACTIVITIES                                        |  |                                    | (16,067 | )                                   |   | (15,750                                                                                             | ) |   | (135,496 | )
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Proceeds From Related Party Payable                                          |  |                                    | 13,981  |                                     |   | 15,750                                                                                              |   |   | 85,628   |  
|Proceeds From Sale of Stock                                                  |  |                                    |        |                                     |   |                                                                                                    |   |   | 50,000   |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                    |  |                                    | 13,981  |                                     |   | 15,750                                                                                              |   |   | 135,628  |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|(DECREASE) INCREASE IN CASH                                                  |  |                                    | (2,086  | )                                   |   |                                                                                                    |   |   | 132      |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|CASH - BEGINNING OF PERIOD                                                   |  | $                                  | 2,218   |                                     | $ |                                                                                                    |   | $ |         |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|CASH - END OF PERIOD                                                         |  | $                                  | 132     |                                     | $ |                                                                                                    |   | $ | 132      |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Supplemental disclosure:                                                     |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Cash Paid for Interest                                                       |  | $                                  |        |                                     | $ |                                                                                                    |   | $ |         |  
|Cash Paid for Income Taxes                                                   |  | $                                  |        |                                     | $ |                                                                                                    |   | $ |         |  
|                                                                             |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|NONCASH INVESTING AND FINANCING ACTIVITIES                                   |  |                                    |         |                                     |   |                                                                                                     |   |   |          |  
|Other                                                                        |  | $                                  |        |                                     | $ |                                                                                                    |   | $ |         |  

The accompanying notes are an integral part
of these financial statements.

F - 3

---



DARWIN
RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL
STATEMENTS

NOTE 1  NATURE OF OPERATIONS

Darwin
Resources, Inc. (the Company) was originally incorporated on June 24, 1993 in
the State of Florida as Vitech America, Inc. On September 28, 2007, the Company
re-incorporated in the State of Delaware, with the Delaware Corporation being the
surviving entity.

The Company
was originally engaged as a manufacturer and distributor of computer equipment
in Brazil. The Company evolved into a vertically integrated manufacturer and
integrator of complete computer systems and business network systems selling
directly to end-users. A diversified customer base widely distributed
throughout Brazil was developed. In September of 1996, the company had
over 8,000 customers and established a clearly defined channel for marketing
additional hardware products, such as updated peripheral products, new
computers, new network products as well as services, such as internet access
services. The company marketed its products throughout Brazil under the
trademarks EasyNet, MultiShow, and Vitech Vision.

On August 17, 2001,
the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of Florida (case no.
01-18857). As a result of the filing, all of the Companys properties were
transferred to a United States Trustee and the Company terminated all of its
business operations. The Bankruptcy Trustee has disposed of all of the assets.
On March 14, 2007 the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy
Court Southern District of Florida.

On June 21,
2007, pursuant to its Order Granting the plaintiffs motion for acceptance of
receivers report and release of receiver (the Order) and to close the case,
Brian Goldenberg as receiver of Darwin Resources pursuant to Florida Statue
607, the Eleventh Judicial Circuit, In and For Miami-Dade County, Florida was
released as receiver of the Company. The purpose of appointing the receiver was
to determine if the company could be reactivated and operated in such a manner
so that the Company can be productive and successful. Pursuant to Section
607.1432 of the Florida Statutes alternative remedies to dissolution and
liquidation would be determined as to whether the Company could be saved. The
actions of the receivership include:

- To settle
the affairs, collect the outstanding debts, sell and convey the property, real
and personal

- To demand,
sue for, collect, receive and take into his or their possession all the goods
and chattels, rights and credits, moneys and effects, lands and tenements,
books, papers, choses in action, bills, notes and property, of every
description of the corporation

- To institute
suits at law or in equity for the recovery of any estate, property, damages or
demands existing in favor of the corporation

- Provided
that the authority of the receivership is to continue the business of the
corporation and not to liquidate its affairs or distribute its assets

- To exercise
the rights and authority of a Board of Directors and Officers in accordance
with state law, the articles and bylaws

In accordance
with the Order, Mr. Goldenberg appointed Mark Rentschler as sole interim
Director and President. In September 2007, the Company changed its name to
Darwin Resources, Inc. The Company raised operating capital through the sale of
equity securities, which the Company used to recruit and organize management,
and to finance the initial costs associated with corporate strategic planning
and development.

F - 4

---



CHANGE OF CONTROL

On May 15,
2007, Mark Rentschler contributed an estimated $50,000 as paid in capital
to the Company. The Company is to use these funds to pay the costs and expenses
necessary to revive the registrants business operations. Such expenses
include, without limitation, fees to reinstate the Companys corporate charter
with the state of Florida; payment of all past due franchise taxes; settling
all past due accounts with the registrants transfer agent; accounting and
legal fees; and costs associated with bringing the registrant current with its
filings with the Securities and Exchange Commission, etc.

On June 28,
2007, in accordance with the order and in lieu of repayment of Mark
Rentschlers capital contribution, the Company issued Downing Street
Corporation (DSC) 5,000,000 shares of its newly created Series B Preferred
Stock, which represented approximately 19.58% of the total ownership of the
Company as of June 6, 2008 in accordance with the order. Mr. Rentschler is the
managing director at DSC. The preferred stock carried voting rights which
effectively made DCS the holder of approximately 99% of the voting rights in
the Companys outstanding common and preferred stock. The voting rights also
provided that in no event will the preferred stock voting rights consist of
less than 51% of the total voting rights in the Companys outstanding common
and preferred stock.

On September
28, 2007, Darwin Resources Inc. was incorporated in Delaware for the purpose of
merging with Vitech America, Inc., a Florida Corporation, so as to effect
a re-domicile to Delaware. The Delaware Corporation is authorized to issue
500,000,000 shares of $0.000001 par value common stock and 8,000,000 shares of
$0.000001 par value preferred stock. On September 28, 2007, both Vitech
America, the Florida corporation and Darwin Resources, the Delaware
corporation, signed and filed Articles of Merger, with the respective states,
pursuant to which the Delaware corporation, Darwin Resources, was the surviving
entity. The shareholders of record of Vitech America, Inc. received 1 share
of new common stock for every 1 share of Vitech America common stock and 1
share for every 1 share of preferred stock they owned.

On September
28, 2007, the Company changed its name to Darwin Resources Inc. The name was
not meant to be indicative of the Companys business plan or purpose. As
more fully described herein under the heading Current Business Plan,
Darwin Resources current business plan is to seek, investigate and,
if such investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which desire to
seek the perceived advantages of an Exchange Act registered corporation.

On January 31,
2008, the Companys trading symbol was changed to DRWN.PK.

BASIS OF PRESENTATION

On June 21,
2007, the majority of the stockholders of record of the Company approved a
plan of quasi-reorganization which called for restatement of accounts to
eliminate the accumulated deficit and related capital accounts on the Companys
balance sheet. The quasi-reorganization was effective June 21, 2007. Since June
21, 2007, the Company has been in the development stage, and has not commenced
principal operations.

Darwin
Resources, Inc is a development stage company as described by Statements of the
Financial Accounting Standards Board No. 7 (SFAS 7.) SFAS states that a
business is considered to be in the development stage if it is devoting
substantially all of its efforts to establishing a new business and either of
the following conditions exists:

|   |                                                                                         
|-- | ----------------------------------------------------------------------------------------
|1. | Planned
 principal operations have not commenced.                                       
|2. | Planned operations
 have commenced, but there has been no significant revenue therefrom.

The Companys management
believes the Company is a development stage entity as it is in the process of
attempting to acquire assets, namely that of a potential albeit currently unidentified
merger candidate, and is also exploring various forms of financing and capital
structures in order to facilitate a possible merger with a merger candidate.
The Company has considered SFAS 7, paragraph 11, footnote 7, and has determined
that the Company qualifies as a dormant entity which has been reactivated to
undertake development stage operations, and as such, has determined June 21,
2007 to be the inception date of the development stage.

F - 5

---



The Company
anticipates that after an exhaustive search, the Companys management will have
identified and entered into a letter of intent to merge with another company by
the end of 2009, if not sooner. As of June 30, 2009, the company had a total
deficit of $225,973 from operations in pursuit of this objective.

The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company has a deficit
accumulated during the development stage of $225,973 as of June 30, 2009.

The Company is
exploring sources to obtain equity or debt financing. The Company intends to
participate in one or more as yet unidentified business ventures, which
management may select after reviewing the business opportunities for its profit
or growth potential.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Cash and Cash Equivalents

For purposes
of reporting cash flows, the Company considers all highly liquid debt
instruments purchased with maturity of three months or less to be cash
equivalents.

Use of Estimates

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Estimates and assumptions are periodically reviewed and the effects
of revisions are reflected in the consolidated financial statements in the period
in which they are determined to be necessary.

Fair Value of Financial Instruments

Statement of
Financial Accounting Standards No. 107, Disclosures About Fair Value of
Financial Instruments, requires disclosure of the fair value of certain
financial instruments. The carrying value of cash and cash equivalents,
accounts receivable, accounts payable and short-term borrowings, as reflected
in the balance sheets, approximate fair value because of the short-term
maturity of these instruments.

Concentrations of Credit Risk

Financial
instruments and related items, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash, cash equivalents and
related party payables. The Company places its cash and temporary cash investments
with credit quality institutions. At times, such investments may be in excess
of the FDIC insurance limit.

Income Taxes

The Company
follows Statement of Financial Standards (SFAS) No. 109, Accounting for Income
Taxes (SFAS No. 109) and FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
(FIN No. 48). Under SFAS No. 109, which establishes financial accounting
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. It establishes financial accounting assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Such amounts were
not material during the six and three months ended June 30, 2009 and 2008,
respectively.

FIN No. 48
clarifies the accounting for uncertainty in income taxes recognized in an
entitys financial statements in accordance with SFAS No. 109 and prescribes a
recognition threshold and measurement attributes for financial

F - 6

---



statement disclosure of tax positions taken or expected to be taken on a tax return.
Under FIN No. 48, the impact of an uncertain income tax position(s) on the
income tax return must be recognized at the largest amount that is more-likely-than-not
to be sustained upon audit by the relevant taxing authority. An uncertain
income tax position will not be recognized if it has less than a 50% likelihood
of being sustained. Additionally, FIN No. 48 provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. Such amounts required to be recorded under
FIN No. 48 were not material during the six and three months ended June 30,
2009 and 2008, respectively.

Revenue Recognition

Revenues are
recognized in the period that services are provided. For revenue from product
sales, the Company recognizes revenue in accordance with Staff Accounting
Bulletin No. 104, Revenue Recognition
(SAB104), which supersedes Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB101). SAB 101 requires that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred; (3) the selling price is fixed and determinable; and
(4) collectability is reasonably assured. Determination of criteria (3) and (4)
are based on managements judgments regarding the fixed nature of the selling
prices of the products delivered and the collectability of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period that the
related sales are recorded. The Company defers any revenue for which the
product has not been delivered or is subject to refund until such time that the
Company and the customer jointly determine that the product has been delivered
or no refund will be required.

SAB 104
incorporates Emerging Issues Task Force 00-21 (EITF 00-21), Multiple-Deliverable Revenue Arrangements.
EITF 00-21 addresses accounting for arrangements that may involve the delivery
or performance of multiple products, services and/or rights to use assets. The
effect of implementing EITF 00-21 on the Companys consolidated financial
position and results of operations was not significant.

Related Party Transactions

Related party
transactions are fully disclosed within Darwin Resources, Inc.s financial
statements for the six and three months ended June 30, 2009 and 2008,
respectively.

Net Loss per Common Share

The Company
utilizes SFAS No. 128, Earnings per Share to calculate earnings/loss per
share. Basic earnings/loss per share is computed by dividing the earnings/loss
available to common stockholders (as the numerator) by the weighted-average
number of common shares outstanding (as the denominator). Diluted earnings/loss
per share is computed similar to basic earnings/loss per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if all potential common stock (including common
stock equivalents) had all been issued, and if such additional common shares
were dilutive. Under SFAS No. 128, if the additional common shares are
dilutive, they are not added to the denominator in the calculation. Where there
is a loss, the inclusion of additional common shares is anti-dilutive (since
the increased number of shares reduces the per share loss available to common
stock holders).

Stock-Based Compensation

In December
2004, FASB issued Statement No. 123(R), Share-Based
Payment, which establishes accounting standards for transactions in
which an entity receives employee services in exchange for (a) equity
instruments of the entity or (b) liabilities that are based on the fair value
of the entitys equity instruments or that may be settled by the issuance of
equity instruments. Effective July 1, 2005, the Company adopted SFAS 123(R),
which requires the Company to recognize the grant-date fair value of stock
options and equity based compensation issued to employees in the statement of
operations. The statement also requires that such transactions be accounted for
by using the fair-value-based method, thereby eliminating use of the intrinsic
method of accounting in APB No. 25, Accounting
for Stock Issued to Employees, which was permitted under Statement
No. 123, as originally issued.

Stock based
compensation for the six and three months ended June 30, 2009 and 2008 was $0
and $0, respectively.

F - 7

---



Reclassifications

Certain
reclassifications have been made to the 2008 financial statements to conform to
classifications used in the 2009 financial statements.

NOTE 3 - GOING CONCERN

The Companys
financial statements have been prepared on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the normal course of business. The Company had cumulative losses
of $225,973 as of June 30, 2009. The Company continues to incur expenses as a
result of being a public company and also during its search for a merger
candidate. The ability of the Company to operate as a going concern depends
upon its ability to obtain outside sources of working capital and/or generate
positive cash flow from operations. Management is aware of these requirements
and is undertaking specific measures to address these liquidity concerns.
Specifically, the Company has refocused its efforts on suitable merger
candidates. The Company believes its outlook is promising and in particular
that internal cashflows will improve and sources of external financing will
continue to be available upon demand. Notwithstanding the foregoing, there can
be no assurance that the Company will be successful in obtaining such
financing, that it will have sufficient funds to execute its business plan or
that it will generate positive operating results. The financial statements do
not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

NOTE 4 - RELATED PARTY PAYABLE

The table
below details transactions for the related party payable to entities affiliated
with the Companys President during the six months ended June 30, 2009:

|                                                    |  |   |        | 
|--------------------------------------------------- |  | - | ------ | 
|Beginning
 Balance Payable, as of December 31, 2008 |  | $ | 71,757 | 
|                                                    |  |   |        | 
|Accrued
 Board Compensation                         |  |   | 12,000 | 
|Interest
 Accrued on Outstanding Balance            |  |   | 1,981  | 
|Ending
 Balance Payable, as of June 30, 2009        |  | $ | 85,738 | 
|                                                    |  |   |        | 

Payment terms
are undefined and the related party payable bears interest at 5% per annual.

NOTE 5 - INCOME TAXES

The FASB has
issued Statement of Financial Accounting Standards No. 109 (SFAS 109),
Accounting for Income Taxes, which requires the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory tax rates applicable to future years to
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities.

The Companys
net deferred tax asset as of June 30, 2009 and December 31, 2008 consisted of
the following:

|                                  |  |                |         |                    |   |         |  
|--------------------------------- |  | -------------- | ------- | ------------------ | - | ------- | -
|                                  |  | June 30, 
2009 |         | December 
31, 2008 |  
|                                  |  |                |         |                    |  
|Net
 Operating Loss Carry Forward |  | $              | 49,900  |                    | $ | 31,400  |  
|Valuation
 Allowance              |  |                | (49,900 | )                  |   | (31,400 | )
|                                  |  |                |         |                    |   |         |  
|Net Deferred
 Tax Asset           |  | $              |        |                    | $ |        |  
|                                  |  |                |         |                    |   |         |  

F - 8

---



The components
of current income tax expense for the three months ended June 30, 2009 and
2008, respectively, consisted of the following:

|                               |  |                |         |                |   |         |  
|------------------------------ |  | -------------- | ------- | -------------- | - | ------- | -
|                               |  | June 30,
 2009 |         | June 30,
 2008 |  
|                               |  |                |         |                |  
|Current
 Federal Tax Expense   |  | $              |        |                | $ |        |  
|Current
 State Tax Expense     |  |                |        |                |   |        |  
|Change in
 NOL Benefits        |  |                | 10,500  |                |   | 31,400  |  
|Change in
 Valuation Allowance |  |                | (10,500 | )              |   | (31,400 | )
|                               |  |                |         |                |   |         |  
|Income Tax Expense             |  | $              |        |                | $ |        |  
|                               |  |                |         |                |   |         |  

The following
is a reconciliation of the provision for income taxes at the United States federal
income tax rate to the income taxes reflected in the Statement of Operations:

|                                                |  |                |     |                |  |     |   
|----------------------------------------------- |  | -------------- | --- | -------------- |  | --- | --
|                                                |  | June 30,
 2009 |     | June 30,
 2008 | 
|                                                |  |                |     |                | 
|Tax Expense
 (Credit) at Statutory Rate-federal |  |                | (35 | %)             |  | (35 | %)
|State Tax
 Expense Net of Federal Tax           |  |                | (6  | %)             |  | (6  | %)
|Changes in
 Valuation Allowance                 |  |                | (41 | %)             |  | (41 | %)
|                                                |  |                |     |                |  |     |   
|Tax Expense
 at Actual Rate                     |  |                | 0   | %              |  | 0   | % 
|                                                |  |                |     |                |  |     |   

These net
operating loss carry forwards of approximately $226,000 begin to expire in
2028.

NOTE 6 - COMMITMENTS & CONTINGENCIES

As of the date
of this report, the Company was not aware of any threatened or pending legal
proceedings against it.

NOTE 7 - LOSS PER SHARE

The Company
utilizes SFAS No. 128, Earnings per Share to calculate gain/loss per share.
Basic earnings/loss per share is computed by dividing the earnings/loss
available to common stockholders (as the numerator) by the weighted-average
number of common shares outstanding (as the denominator). Diluted earnings/loss
per share is computed similar to basic earning/loss per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if all potential common stock (including common
stock equivalents) had all been issued, and if such additional common shares
were dilutive.

|                                              |  |                                     |            |                                     |   |            |  
|--------------------------------------------- |  | ----------------------------------- | ---------- | ----------------------------------- | - | ---------- | -
|Basic and
 Diluted Loss Per Share Computation |  | Three
 Months
 Ended June
 30, 2009 |            | Three
 Months
 Ended June
 30, 2008 |  
|                                              |  |                                     |            |                                     |  
|                                              |  |                                     |            |                                     |   |            |  
|Net Loss                                      |  | $                                   | (25,817    | )                                   | $ | (18,643    | )
|                                              |  |                                     |            |                                     |   |            |  
|                                              |  |                                     |            |                                     |   |            |  
|Loss
 Available to Common Stockholders        |  | $                                   | (25,817    | )                                   | $ | (18,643    | )
|                                              |  |                                     |            |                                     |   |            |  
|                                              |  |                                     |            |                                     |   |            |  
|Basic and Diluted Loss Per Common Share       |  | $                                   | (0.00      | )                                   | $ | (0.00      | )
|Weighted-Average Shares Used to Compute:      |  |                                     |            |                                     |   |            |  
|Basic and
 Diluted Loss Per Share             |  |                                     | 20,534,655 |                                     |   | 20,534,655 |  

|                                              |  |                                  |            |                                  |   |            |  
|--------------------------------------------- |  | -------------------------------- | ---------- | -------------------------------- | - | ---------- | -
|Basic and
 Diluted Loss Per Share Computation |  | Six Months
 Ended June
 30, 2009 |            | Six Months
 Ended June
 30, 2008 |  
|                                              |  |                                  |            |                                  |  
|                                              |  |                                  |            |                                  |   |            |  
|Net Loss                                      |  | $                                | (45,697    | )                                | $ | (35,700    | )
|                                              |  |                                  |            |                                  |   |            |  
|                                              |  |                                  |            |                                  |   |            |  
|Loss
 Available to Common Stockholders        |  | $                                | (45,697    | )                                | $ | (35,700    | )
|                                              |  |                                  |            |                                  |   |            |  
|                                              |  |                                  |            |                                  |   |            |  
|Basic and Diluted Loss Per Common Share       |  | $                                | (0.00      | )                                | $ | (0.00      | )
|Weighted-Average Shares Used to Compute:      |  |                                  |            |                                  |   |            |  
|Basic and
 Diluted Loss Per Common Share      |  |                                  | 20,534,655 |                                  |   | 20,534,655 |  

F - 9

---



Under SFAS No.
128, where there is a loss, the inclusion of additional common shares is
anti-dilutive (since the increased number of shares reduces the per share loss
available to common stock holders), and if the additional common shares are
anti-dilutive, they are not added to the denominator in the calculation.

NOTE 8  STOCKHOLDERS DEFICIT

As of June 30,
2009, the Company had 500,000,000 shares of common stock, par value $0.000001,
and 8,000,000 shares of preferred stock, $0.000001 par value, authorized to be
issued.

On September
28, 2007, the Company re-incorporated in the State of Delaware with the Delaware
Corporation being the surviving entity. Upon the re-incorporation and through
the date of this report, the rights and preferences of the Companys common
stock and preferred stock are identified below:

Common stock:

| |    |                                                        
| | -- | -------------------------------------------------------
| | 1. | Authorized
 shares are 500,000,000                     
|
| | 2. | Voting
 rights are equal to one vote per share of stock
|
| | 3. | Par value of
 $0.000001                                

Series A
Preferred Stock:

| |    |                                                        
| | -- | -------------------------------------------------------
| | 1. | Authorized
 shares are 3,000,000                       
|
| | 2. | Voting
 rights are equal to one vote per share of stock
|
| | 3. | Par value of
 $0.000001                                

Series B Preferred Stock:

| |    |                                                                                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Authorized shares are
 5,000,000                                                                                                                                                
|
| | 2. | Voting rights are equal to
 the larger of 1,000 votes per share of stock or 51% of the total voting
 rights of the Companys stockholders when considering all classes of stock.
|
| | 3. | Par value of $0.000001                                                                                                                                                          
|
| | 4. | The right to the majority
 of the seats on the Companys board of directors                                                                                                     

On June 28, 2007, the
companys sole officer and director, Mark Rentschler, purchased 5,000,000
shares of the companys Series B Preferred Stock, issued to DSC, by court order
dated June 21, 2007 in lieu of repayment of approximately $50,000 in debts Mark
Rentschler had incurred during the process of managing the affairs of the
company during 2007 and 2006, respectively.

NOTE 9  SERIES B PREFERRED STOCK OWNERSHIP

The Company has restated
information regarding Downing Street Corp.
The articles of incorporation for Downing Street Corp., (DSC) were not
filed with the Florida Secretary of State.
The articles of incorporation for DSC where signed and filed on August
6, 2009.

F - 10

---



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR RESULTS OF
OPERATIONS.

The
discussion and financial statements contained herein are for the six and three
months ended June 30, 2009 and June 30, 2008. Please refer to the Form 10-K
filed with the SEC on April 15, 2009, which included the Companys audited
consolidated financial statements as of December 31, 2008 and 2007.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This
report contains forward-looking statements that involve risks and uncertainties.
We generally use words such as believe, may, could, will, intend,
expect, anticipate, plan, and similar expressions to identify
forward-looking statements, including statements regarding our ability to
continue to create innovative technology products, our ability to continue to
generate new business based on our sales and marketing efforts, referrals and
existing relationships, our financing strategy and ability to access the
capital markets and other risks discussed in our Risk Factor section included
in our Form 10-K for the year ended December 31, 2008, as filed with the
Securities and Exchange Commission April 15, 2009. Although we believe the
expectations expressed in the forward-looking statements included in this Form
10-Q are based on reasonable assumptions within the bounds of our knowledge of
our business, a number of factors could cause our actual results to differ
materially from those expressed in any forward-looking statements. We cannot
assure you that the results or developments expected or anticipated by us will
be realized or, even if substantially realized, that those results or
developments will result in the expected consequences for us or affect us, our
business or our operations in the way we expect. We caution readers not to
place undue reliance on these forward-looking statements, which speak only as
of their dates. We do not intend to update any of the forward-looking
statements after the date of this document to conform these statements to
actual results or to changes in our expectations, except as required by law.

Company Overview

Currently, we are a
non-operating shell corporation. We intend to effect a merger, acquisition or
other business combination with an operating company by using a combination of
capital stock, cash on hand, or other funding sources, if available. We intend
to devote substantially all of our time to identifying potential merger or
acquisition candidates. There can be no assurances that we will enter into such
a transaction in the near future or on favorable terms, or that other funding
sources will be available. A more detailed discussion of the current business
plan is set forth below.

Plan of Business

History

Darwin
Resources, Inc. (the Company) was originally incorporated on June 24, 1993 in
the State of Florida as Vitech America, Inc. On September 28, 2007, Darwin
Resources, Inc., merged with Vitech America, Inc., so as to effect a redomicile
to Delaware and a name change. Darwin Resources, Inc., was incorporated in
Delaware for the purpose of merging with Vitech America, Inc.

The Company was originally
engaged as a manufacturer and distributor of computer equipment and related
markets in Brazil. The Company evolved into a vertically integrated
manufacturer and integrator of complete computer systems and business network
systems selling directly to end-users. A diversified customer base widely
distributed throughout Brazil was developed. In September of 1996, the Company
had over 8,000 customers and established a clearly defined channel for
marketing additional hardware products, such as updated peripheral products,
new computers, new network products as well as services, such as internet
access services. The Company marketed its products throughout Brazil under the
trademarks EasyNet, MultiShow, and Vitech Vision.

On August 17, 2001, the
Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the Southern District of Florida (case no.
01-18857). As a result of the filing, all of the Companys properties were
transferred to a United States Trustee and the Company terminated all of its
business operations. The Bankruptcy Trustee has disposed of all of the assets.
On March 14, 2007, the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy
Court Southern District of Florida.

On June 21, 2007, pursuant
to its Order Granting the plaintiffs motion for acceptance of receivers
report and release of receiver (the Order) and to close the case, Brian
Goldenberg as receiver of the Company pursuant to Florida Statue 607, the
Eleventh Judicial Circuit, In and For Miami-Dade County, Florida was released
as receiver of the Company. The purpose of appointing the receiver was to
determine if the Company could be reactivated and

13

---



operated in such a manner so
that the Company can be productive and successful. Pursuant to Section 607.1432
of the Florida Statutes, alternative remedies to dissolution and liquidation
would be determined as to whether the Company could be saved. The actions of
the receivership include:

|  |                                                                                                                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | To settle the affairs,
 collect the outstanding debts, sell and convey the property, real and
 personal                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                          
|- | To demand, sue for,
 collect, receive and take into his or their possession all the goods and
 chattels, rights and credits, moneys and effects, lands and tenements, books,
 papers, choices in action, bills, notes and property, of every description of
 the Company.
|  |                                                                                                                                                                                                                                                                          
|- | To institute suits at law
 or in equity for the recovery of any estate, property, damages or demands
 existing in favor of the Company.                                                                                                                                  
|  |                                                                                                                                                                                                                                                                          
|- | Provided that the
 authority of the receivership is to continue the business of the Company and
 not to liquidate its affairs or distribute its assets                                                                                                                   
|  |                                                                                                                                                                                                                                                                          
|- | To exercise the rights and
 authority of a Board of Directors and Officers in accordance with state law,
 the articles and bylaws                                                                                                                                        

In accordance with the
Order, Mr. Goldenberg appointed Mark Rentschler as sole interim Director and
President.

In September 2007, the
Company changed its name to Darwin Resources, Inc. The Company raised operating
capital through the sale of equity securities, which the Company used to
recruit and organize management, and to finance the initial costs associated
with corporate strategic planning and development.

Change of Control

On May 15, 2007, Mark Rentschler
contributed an estimated $50,000 as paid in capital to the Company. The Company
is to use these funds to pay the costs and expenses necessary to revive the
registrants business operations. Such expenses include, without limitation,
fees to reinstate the Companys corporate charter with the State of Florida;
payment of all past due franchise taxes; settling all past due accounts with
the registrants transfer agent; accounting and legal fees; and costs
associated with bringing the registrant current with its filings with the
Securities and Exchange Commission, etc.

On June 28, 2007, in
consideration for the capital contribution by Mark Rentschler, the Company
issued Downing Street Corp., 5,000,000 shares of its newly created Series B
Preferred Stock, which represented approximately 19.58% of the total ownership
of the Company as of June 6, 2008 in accordance with the Order. The preferred
stock carried voting rights which effectively made Downing Street Corp., the
holder of approximately 99% of the voting rights in the Companys outstanding
common and preferred stock. The voting rights also provided that in no event
will the preferred stock voting rights consist of less than 51% of the total
voting rights in the Companys outstanding common and preferred stock.

Downing Street Corp.,
(DSC) is a business consulting firm, for the purpose of advising the company
as to potential business combinations. Mr. Rentschler is the managing director
of DSC.

Accordingly, DSC is an
affiliated entity.

On September 28, 2007,
Darwin Resources Inc. was incorporated in Delaware for the purpose of merging
with Vitech America, Inc., a Florida Corporation, so as to effect a re-domicile
to Delaware. The Delaware Corporation is authorized to issue 500,000,000 shares
of $0.000001 par value common stock and 8,000,000 shares of $0.000001 par value
preferred stock. On September 28, 2007, both Vitech America, the Florida
corporation and Darwin Resources, the Delaware corporation, signed and filed
Articles of Merger, with the respective states, pursuant to which the Delaware
corporation, Darwin Resources, was the surviving entity. The shareholders of
record of Vitech America, Inc. received 1 share of new common stock for every 1
share of Vitech America common stock and 1 share for every 1 share of preferred
stock they owned.

On September 28, 2007, the
Company changed its name to Darwin Resources Inc. The name was not meant to be
indicative of the Companys business plan or purpose. As more fully described
herein under the heading Current Business Plan, Darwin Resources current
business plan is to seek, investigate and, if such investigation warrants,

14

---



acquire an interest in
business opportunities presented to it by persons or firms who or which desire
to seek the perceived advantages of an Exchange Act registered corporation.

On June 30, 2008, the
Companys trading symbol was changed to DRWN.PK.

On or about November 14,
2008, our registrations statement filed with the SEC on Form 10 became
effective. Accordingly, we resumed the filing of reporting documentation in an
effort to maximize shareholder value. Our best use and primary attraction as a
merger partner or acquisition vehicle is our status as a reporting public
company. Any business combination or transaction may potentially result in
significant issuance of shares and substantial dilution to our stockholders.

As of June 9, 2009, the
Company is not in negotiations with, nor does it have any agreements with any
potential merger candidates.

Current Business Plan

We are a shell company in
that we conduct nominal operations and have nominal assets. At this time, our
purpose is to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to us by persons or firms who or
which desire the perceived advantages of an Exchange Act registered
corporation. We will not restrict our search to any specific business,
industry, or geographical location and we may participate in a business venture
of virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we may be able to participate in only one
potential business venture because we have nominal assets and limited financial
resources. This lack of diversification should be considered a substantial risk
to our shareholders because it will not permit us to offset potential losses
from one venture against gains from another.

We may seek a business
opportunity with entities which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. We may acquire assets and establish
wholly owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries.

We intend to promote
ourselves privately. We have not yet prepared any notices or advertisement. We
anticipate that the selection of a business opportunity in which to participate
will be complex and extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the
perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

We will continue to have,
little or no capital with which to provide the owners of business opportunities
with any significant cash or other assets. However, we believe that we will be
able to offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. The
owners of the business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business opportunity,
including the costs of preparing Form 8Ks, 10Ks, 10Qs, agreements and
related reports and documents. The Securities Exchange Act of 1934 (the
Exchange Act), specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings
relevant to complying with the Exchange Act.

The analysis of new business
opportunities will be undertaken by, or under the supervision of, our officers
and directors. We intend to concentrate on identifying preliminary prospective
business opportunities, which may be brought to its attention through present
associations of our officers and directors. In analyzing prospective business
opportunities, we will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature
of present and

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expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact our proposed activities; the potential for growth or
expansion; the potential for profit; the perceived public recognition of
acceptance of products, services, or trades; name identification; and other
relevant factors. Our officers and directors expect to meet personally with
management and key personnel of the business opportunity as part of their
investigation. To the extent possible, we intend to utilize written reports and
investigation to evaluate the above factors.

Our officers have limited
experience in managing companies similar to the Company and shall rely upon
their own efforts, in accomplishing our business purpose. We may from time to
time utilize outside consultants or advisors to effectuate its business
purposes described herein. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of our limited
resources, it is likely that any such fee would be paid in stock and not in
cash.

We will not restrict its
search for any specific kind of firms, but may acquire a venture that is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to predict at
this time the status of any business in which we may become engaged, in that
such business may need to seek additional capital, may desire to have its
shares publicly traded, or may seek other perceived advantages which we may
offer. However, we do not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as we have successfully consummated such a merger or acquisition.

Acquisition of Opportunities

In implementing a structure
for a particular business acquisition, we may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with another
corporation or entity. We may also acquire stock or assets of an existing
business. On the consummation of a transaction, it is probable that the present
management and our shareholders will no longer control us. Furthermore, our
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of our shareholders.

It is anticipated that any
securities issued in any such reorganization would be issued in reliance upon
exemption from registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of a transaction, we
may agree to register all or a part of such securities immediately after the
transaction is consummated or at specified times thereafter.

As part of our
investigation, our officers and directors may personally meet with management
and key personnel, may visit and inspect material facilities, obtain analysis
and verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative measures.
The manner in which we participate in an opportunity will depend on the nature
of the opportunity, our respective needs and desires, the management of the
opportunity and the relative negotiation strength.

With respect to any merger
or acquisition, negotiations with target company management are expected to
focus on the percentage of the Company which the target company shareholders
would acquire in exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target companys assets and
liabilities, our shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in the Company following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event
we acquire a target company with substantial assets. Any merger or acquisition
can be expected to have a significant dilutive effect on the percentage of
shares held by our then shareholders.

We will participate in a
business opportunity only after the negotiation and execution of appropriate
written agreements. Although the terms of such agreements cannot be predicted,
generally such agreements will require some specific representations and
warranties by all of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must be
satisfied by each of the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with our attorneys and
accountants, will set forth remedies on default and will include miscellaneous
other terms.

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Competition

We will remain an
insignificant participant among the firms which engage in the acquisition of
business opportunities. There are many established venture capital and
financial concerns which have significantly greater financial and personnel
resources and technical expertise. In view of our combined extremely limited
financial resources and limited management availability, we will continue to be
at a significant competitive disadvantage compared to our competitors.

Employees

We have no employees. Our
business will be managed by our officer and directors, who may become employees.
We do not anticipate a need to engage any fulltime employees at this time. The
need for employees and their availability will be addressed in connection with
our proposed operations.

Results of Operations for the Three Months Ended June 30,
2009 and 2008

Revenues

Revenues were $0 for the
three months ended June 30, 2009 and June 30, 2008.

Operating Expenses

Operating expenses for the
three months ended June 30, 2009 were $24,754 compared to $18,643 for the three
months ended June 30, 2008. Operating expenses were comparable and included
board compensation and consulting fees, among other expenses. The lack of
significant expenses during each period is attributed to the lack of
negotiations and activity related to prospective merger or acquisition candidates.

Loss From Operations

Loss from operations for the
three months ended June 30, 2009 was $25,817 as compared to $18,643 for the
three months ended June 30, 2008. The increase in net loss is directly
attributable to the increase in operating expenses described above.

Results of Operations for the Six Months Ended June 30, 2009
and 2008

Revenues

Revenues were
$0 for the six months ended June 30, 2009 and June 30, 2008.

Operating Expenses

Operating
expenses for the six months ended June 30, 2009 were $43,716 compared to
$35,700 for the six months ended June 30, 2008. Operating expenses were
comparable and included board compensation and consulting fees, among other
expenses. The lack of significant expenses during each period is attributed to
the lack of negotiations and activity related to prospective merger or
acquisition candidates.

Loss From Operations

Loss from
operations for the six months ended June 30, 2009 was $45,697 as compared to
$35,700 for the six months ended June 30, 2008. The increase in net loss is
directly attributable to the increase in operating expenses described above.

LIQUIDITY AND CAPITAL RESOURCES

We currently plan to satisfy
the Companys cash requirements for the next 12 months by borrowing from
affiliated companies with common ownership or control or directly from our
officers and directors and we believe we can satisfy the Companys cash
requirements so long as it is able to obtain financing from these affiliated
companies. We currently expect that money borrowed will be used during the next
12 months to satisfy our operating costs, professional fees and for general
corporate purposes. We have also been exploring alternative financing sources.

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We will use
our limited personnel and financial resources in connection with seeking new
business opportunities, including seeking an acquisition or merger with an
operating company. It may be expected that entering into a new business
opportunity or business combination will involve the issuance of a
substantial number of restricted shares of common stock. If such additional
restricted shares of common stock are issued, our shareholders will
experience a dilution in their ownership interest. If a substantial number
of restricted shares are issued in connection with a business combination,
a change in control may be expected to occur.

As of June 30,
2009, the Company had current assets consisting of cash and cash equivalents in
the amount of $132. As of June 30, 2009, the Company had current
liabilities consisting of related party payables and accrued expenses of
$85,738 and $90,477, respectively.

In connection
with the plan to seek new business opportunities and/or effecting a business
combination, we may determine to seek to raise funds from the sale of
restricted stock or debt securities. We have no agreements to issue any debt or
equity securities and cannot predict whether equity or debt financing will
become available at acceptable terms, if at all.

There are no
limitations in our certificate of incorporation restricting our ability to
borrow funds or raise funds through the issuance of restricted common
stock to effect a business combination. Our limited resources and lack of
recent operating history may make it difficult to borrow funds or raise
capital. Such inability to borrow funds or raise funds through the issuance of
restricted common stock required to effect or facilitate a business
combination may have a material adverse effect on our financial condition and
future prospects, including the ability to complete a business
combination. To the extent that debt financing ultimately proves to
be available, any borrowing will subject us to various risks traditionally
associated with indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay principal and
interest, including debt of an acquired business.

MATERIAL TRENDS AND UNCERTAINTIES

We are a shell company. Should our cash flow shortfalls continue, and
should we be unsuccessful in raising capital, it will have an adverse impact on
our business, which in turn will have an adverse impact on our financial
condition and results of operations. While we are actively assessing our cash
flow needs and pursuing multiple avenues of financing and cash flow generation,
there can be no assurance that our activities will be successful. If our
fundraising efforts are not successful, it is likely that we will not be able
to meet our obligations as they come due.

ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required
for smaller reporting companies.

ITEM 4T. CONTROLS AND
PROCEDURES

a) Evaluation of Disclosure
Controls. Our Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of our disclosure controls and procedures
as of the end of our fiscal quarter ended June 30, 2009 pursuant to Rule
13a-15(b) of the Securities and Exchange Act. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is 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 by us in the
reports that we file under the Exchange Act is accumulated and communicated to
our management, as appropriate to allow timely decisions regarding required
disclosure. Based on his evaluation, the CEO concluded that our disclosure
controls and procedures were not effective to ensure that information required
to be disclosed by us in the reports we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within the time periods
specified in the Securities and Exchange Commissions rules based on the
material weakness described below:

| |    |                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Managements conclusion is based on, among other things, the audit
 adjustments recorded for fiscal years 2008 and 2007, and for the lack of
 segregation of duties and responsibilities within the Company.

It should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future
events. Because of these and other inherent

18

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limitations of control systems,
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

(b) Changes in internal control over
financial reporting. In order to rectify our ineffective disclosure
controls and procedures, we are developing a plan to ensure that all
information will be recorded, processed, summarized and reported accurately,
and as of the date of this report, we have taken the following steps to address
the above-referenced material weaknesses in our internal control over financial
reporting:

| |    |                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | We will continue to educate our management personnel to comply with
 the disclosure requirements of Securities Exchange Act of 1934 and Regulation
 S-K; and
|
| | 2. | We will increase management oversight of accounting and reporting
 functions in the future.                                                                 

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We may be
involved in litigation, negotiation and settlement matters that may occur in
our day-to-day operations. Management does not believe the implication of this
type of litigation will have a material impact on our financial statements.

ITEM 1A. RISK FACTORS

Not required
for smaller reporting companies.

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

NONE.

ITEM 3. DEFAULTS UPON SENIOR
SECURITIES.

NONE.

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

NONE.

ITEM 5. OTHER INFORMATION.

NONE.

ITEM 6. EXHIBITS.

|               |  |                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits.
 No. |  | Description                                                                                                                                          
|               |  |                                                                                                                                                      
|31.1           |  | Certification
 Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
 herewith.                                                   
|32.1           |  | Certification
 of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

19

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SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                       |                                      |                                                                            | 
|---------------------- | ------------------------------------ | -------------------------------------------------------------------------- | 
|                       | DARWIN RESOURCES, INC.
 (Registrant) |                                                                           
|                       |                                      |                                                                            | 
|Date: August
 14, 2009 | By:                                  | /s/ Mark Rentschler                                                        | 
|                       |                                      |                                                                            | 
|                       |                                      | Mark
 Rentschler 
 Chief Executive Officer, 
 Principle Accounting Officer | 

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