UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


Form
10-Q





(Mark
One)


x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended September 30, 2008





o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________________ to
________________





Commission
file number 000-21369







DARWIN
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            6770
            26-1762478(State
      or other jurisdiction of
              incorporation
      or organization)
            (Primary
      Standard Industrial
              Classification
      Code Number)
            (IRS
      Employer
              Identification
      No.)




2202
N. West Shore Blvd, Suite 200, Tampa, FL 33607


(Address
of principal executive offices) (Zip Code)





702-448-7113


(Registrant’s
telephone number, including area code)




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.  x Yes o No





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
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x





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





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of November 14, 2008: 20,534,655  shares of Common Stock,
$0.000001 par value.
















1




Index
                Page
      NumberPART
      I
                FINANCIAL
      INFORMATION
                F-1ITEM
      1.
                Financial Statements (unaudited)
                F-1ITEM
      2.
                Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                3ITEM
      3.
                Quantitative and Qualitative Disclosures About Market
      Risk
                6ITEM
      4T.
                Controls and Procedures
                6PART
      II
                OTHER
      INFORMATION
                6ITEM
      1.
                Legal Proceedings
                6ITEM
      1A.
                Risk Factors
                6ITEM
      2.
                Unregistered Sales of Equity Securities and Use of
      Proceeds
                6ITEM
      3.
                Defaults Upon Senior Securities
                6ITEM
      4.
                Submission of Matters to Vote of Security
      Holders
                7ITEM
      5.
                Other Information
                7ITEM
      6.
                Exhibits
                7SIGNATURES
                
                7











2


PART I.
FINANCIAL INFORMATION





ITEM 1.
            FINANCIAL
      STATEMENTS.





DARWIN
RESOURCES, INC





CONDENSED
BALANCE SHEETS


AS
OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007





2008
                                
                                
                                2007(unaudited)
                                
                                
                                (audited)ASSETSCurrent
      AssetsCash
                                
                                $
                                4,298
                                
                                
                                $
                                -Total
      Assets
                                
                                $
                                4,298
                                
                                
                                $
                                -




2008
                                  
                                  
                                  2007LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesRelated
      Party Payable (Note 4)
                                  
                                  
                                  64,451
                                  
                                  
                                  
                                  32,701Accrued
      Expenses
                                  
                                  $
                                  50,872
                                  
                                  
                                  $
                                  20,947Total
      Liabilities
                                  
                                  
                                  115,323
                                  
                                  
                                  
                                  53,648Commitments
      and Contingencies (Note 5)Stockholder
      Deficit (Note 8)Series
      A Preferred stock, $0.000001 par value, 3,000,000 shares
      authorized,0
      Shares issued and outstanding at September 30, 20080
      Shares issued as outstanding at December 31, 2007
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Series
      B Preferred stock, $0.000001 par value, 5,000,000 shares
      authorized.5,000,000
      shares issued and outstanding at September 30, 20085,000,000
      share issued as outstanding at December 31, 2007
                                  
                                  $
                                  5
                                  
                                  
                                  $
                                  5Common
      Stock, $0.000001 par value, 500,000,000 shares authorized,20,534,655
      shares issued and outstanding at September 30, 200820,534,655
      shares issued and outstanding at December 31, 2007
                                  
                                  
                                  21
                                  
                                  
                                  
                                  21Additional
      Paid in Capital
                                  
                                  
                                  49,864
                                  
                                  
                                  
                                  49,864Deficit
      Accumulated During the Development Stage *
                                  
                                  
                                  (160,915
                                  )
                                  
                                  
                                  (103,538
                                  )Total
      Stockholder’s Deficit
                                  
                                  $
                                  (111,025
                                  )
                                  
                                  $
                                  (53,648
                                  )Total
      Liabilities and Stockholders' Deficit
                                  
                                  $
                                  4,298
                                  
                                  
                                  $
                                  -





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





The
accompanying notes are an integral part of these financial
statements.
 F-1


DARWIN
RESOURCES, INC





CONDENSED
STATEMENT OF OPERATIONS


(UNAUDITED)




Three Months Ended
                                                                            September
      30,
                                                                          
                                                                          
                                                                          Nine Months Ended
                                                                            September 30,
                                                                          
                                                                          
                                                                          Cumulative
      Period From June 21, 2007 (inception of the development stage)
      to2008
                                                                          
                                                                          
                                                                          2007
                                                                          
                                                                          
                                                                          2008
                                                                          
                                                                          
                                                                          2007
                                                                          
                                                                          
                                                                          September
      30, 2008Net
      Sales
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -Cost
      of Sales
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Gross
      Profit (loss)
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Operating
      ExpensesBoard
      Compensation
                                                                          
                                                                          
                                                                          6,000
                                                                          
                                                                          
                                                                          
                                                                          600
                                                                          
                                                                          
                                                                          
                                                                          18,000
                                                                          
                                                                          
                                                                          
                                                                          6,600
                                                                          
                                                                          
                                                                          
                                                                          30,600Consulting
                                                                          
                                                                          
                                                                          9,000
                                                                          
                                                                          
                                                                          
                                                                          9,000
                                                                          
                                                                          
                                                                          
                                                                          27,000
                                                                          
                                                                          
                                                                          
                                                                          9,900
                                                                          
                                                                          
                                                                          
                                                                          45,900Investor
      Relations
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          6,670
                                                                          
                                                                          
                                                                          
                                                                          6,670Legal
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          2,580
                                                                          
                                                                          
                                                                          
                                                                          2,100
                                                                          
                                                                          
                                                                          
                                                                          5,137
                                                                          
                                                                          
                                                                          
                                                                          13,181Other
      Operating Expenses
                                                                          
                                                                          
                                                                          6,677
                                                                          
                                                                          
                                                                          
                                                                          13,277
                                                                          
                                                                          
                                                                          
                                                                          10,277
                                                                          
                                                                          
                                                                          
                                                                          52,308
                                                                          
                                                                          
                                                                          
                                                                          64,564Total
      Operating Expenses
                                                                          
                                                                          
                                                                          21,677
                                                                          
                                                                          
                                                                          
                                                                          25,457
                                                                          
                                                                          
                                                                          
                                                                          57,377
                                                                          
                                                                          
                                                                          
                                                                          80,615
                                                                          
                                                                          
                                                                          
                                                                          160,915Loss
      from Continuing Operations
                                                                          
                                                                          
                                                                          (21,677
                                                                          )
                                                                          
                                                                          
                                                                          (25,457
                                                                          )
                                                                          
                                                                          
                                                                          (57,377
                                                                          )
                                                                          
                                                                          
                                                                          (80,615
                                                                          )
                                                                          
                                                                          
                                                                          (160,915
                                                                          )Loss
      from Discontinued Operations
                                                                          
                                                                          
                                                                          (21,677
                                                                          )
                                                                          
                                                                          
                                                                          (25,457
                                                                          )
                                                                          
                                                                          
                                                                          (57,377
                                                                          )
                                                                          
                                                                          
                                                                          (80,615
                                                                          )
                                                                          
                                                                          
                                                                          (160,915
                                                                          )Provision
      for Income Taxes
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Net
      Loss
                                                                          
                                                                          $
                                                                          (21,677
                                                                          )
                                                                          
                                                                          $
                                                                          (25,457
                                                                          )
                                                                          
                                                                          $
                                                                          (57,377
                                                                          )
                                                                          
                                                                          $
                                                                          (80,615
                                                                          )
                                                                          
                                                                          $
                                                                          (160,915
                                                                          )Loss
      Per Common ShareBasic
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          -Diluted
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          0.00
                                                                          
                                                                          
                                                                          $
                                                                          -Weighted-Average
      Shares Used to Compute:Basic
      Loss Per Common Share
                                                                          
                                                                          
                                                                          20,534,655
                                                                          
                                                                          
                                                                          
                                                                          20,534,655
                                                                          
                                                                          
                                                                          
                                                                          20,534,655
                                                                          
                                                                          
                                                                          
                                                                          20,534,655Diluted
      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


DARWIN
RESOURCES, INC





CONDENSED
STATEMENTS OF CASH FLOWS


(UNAUDITED)


Nine
      Months Ended
                              September
      30, 2008
                            
                            
                            Nine
      Months Ended
                              September
      30, 2007
                            
                            
                            Cumulative
      Period From August 18, 2001 (inception of the development stage)
      to
                              September
      30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                            
                            $
                            (57,377
                            )
                            
                            $
                            (80,615
                            )
                            
                            $
                            (160,915
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in assets and liabilitiesAccrued
      Expenses
                            
                            
                            29,925
                            
                            
                            
                            10,972
                            
                            
                            
                            50,872NET
      CASH USED IN OPERATING ACTIVITIES
                            
                            
                            (27,452
                            )
                            
                            
                            (69,643
                            )
                            
                            
                            (110,043
                            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock
                            
                            
                            -
                            
                            
                            
                            50,000
                            
                            
                            
                            50,000Proceeds
      from related party payables
                            
                            
                            31,750
                            
                            
                            
                            19,643
                            
                            
                            
                            64,341NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                            
                            
                            31,750
                            
                            
                            
                            69,643
                            
                            
                            
                            114,341EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -INCREASE
      IN CASH
                            
                            
                            4,298
                            
                            
                            
                            -
                            
                            
                            
                            4,298CASH
      - BEGINNING OF PERIOD
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -CASH
      - END OF PERIOD
                            
                            $
                            4,298
                            
                            
                            $
                            -
                            
                            
                            $
                            4,298Supplemental
      disclosure:Cash
      paid for interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Cash
      paid for income taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -NONCASH
      INVESTING AND FINANCING ACTIVITIES
                              None









The
accompanying notes are an integral part of these financial
statements.
 F-3


DARWIN RESOURCES, INC





NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)







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.




NOTE
2 - BASIS OF PRESENTATION





On June
21, 2007, the a 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.




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 in 2009. As of September 30, 2008, the company had a total deficit of
$160,915 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 $160,915 as of September 30,
2008.




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.




These
condensed interim consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America (“US GAAP”).








F-4


The
interim results of operations are not necessarily indicative of the results to
be expected for the fiscal year ending December 31, 2008. The Company’s
financial statements contained herein are unaudited and, in the opinion of
management, contain all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of financial position, results of
operations and cash flows for the period presented. The Company’s accounting
policies and certain other disclosures are set forth in the notes to the
consolidated financial statements contained in the Company’s Form 10 for the
years ended December 31, 2007 and 2006, respectively, enclosed herewith. These
financial statements should be read in conjunction with the Company’s audited
consolidated financial statements and notes thereto. The preparation of
financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.




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 $160,915 as of September 30, 2008. 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 nine months ended September 30,
2008:




Beginning
      balance payable, as of December 31, 2007
                  
                  $
                  32,701Accrued
      board compensation
                  
                  
                  18,000Interest
      accrued on outstanding balance
                  
                  
                  1,096Cash
      advance
                  
                  
                  10,000Expenses
      paid on behalf of the Company
                  
                  
                  2,654Ending
      balance payable, as of September 30, 2008
                  
                  $
                  64,451




Payment
terms are undefined.





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 September 30, 2008 and December 31, 2007
consisted of the following:




F-5


September
      30, 2008
                    
                    
                    December
      31, 2007Net
      operating loss carry forward
                    
                    $
                    23,300
                    
                    
                    $
                    42,400Valuation
      allowance
                    
                    
                    (23,300
                    )
                    
                    
                    (42,400
                    )Net
      deferred tax asset
                    
                    $
                    -
                    
                    
                    $
                    -




The
components of current income tax expense for the nine months ended September 30,
2008 and 2007, respectively, consisted of the following:




September
      30, 2008
                  
                  
                  September
      30, 2007Current
      federal tax expense
                  
                  $
                  -
                  
                  
                  $
                  -Current
      state tax expense
                  
                  
                  -
                  
                  
                  
                  -Change
      in NOL benefits
                  
                  
                  23,300
                  
                  
                  
                  33,000Change
      in valuation allowance
                  
                  
                  (23,300
                  )
                  
                  
                  (33,000
                  )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:




September
      30, 2008
                  
                  
                  September
      30, 2007Tax
      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%





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 Loss Per Share Computation
                  
                  September
      30, 2008
                  
                  
                  September
      30, 2007Net
      loss for the nine months ended
                  
                  $
                  (57,377
                  )
                  
                  $
                  (80,615
                  )Loss
      available to common stockholders
                  
                  $
                  (57,377
                  )
                  
                  $
                  (80,615
                  )Loss
      per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted-average
      shares used to compute:Basic
      loss per common share
                  
                  
                  20,534,655
                  
                  
                  
                  20,534,655





F-6




Diluted Loss Per Share Computation
                  
                  September
      30, 2008
                  
                  
                  September
      30, 2007Net
      loss for the nine months ended
                  
                  $
                  (57,377
                  )
                  
                  $
                  (80,615
                  )Loss available
      to common stockholders
                  
                  $
                  (57,377
                  )
                  
                  $
                  (80,615
                  )Diluted
      loss per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted-average
      shares used to compute:Diluted
      loss per common share
                  
                  
                  20,534,655
                  
                  
                  
                  20,534,655





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
December 31, 2007, 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)


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 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.





F-7


NOTE9–FAIR VALUE
MEASURMENTS





Effective
January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements (SFAS
157). SFAS 157 clarifies the definition of fair value, prescribes methods for
measuring fair value, and establishes a fair value hierarchy to classify the
inputs used in measuring fair value as follows:





Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or
liabilities available at the measurement date.




Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in
active markets, quoted prices for identical or similar assets and liabilities in
markets that are not active, inputs other then quoted prices that are
observable, and inputs derived from or corroborated by observable market
data.




Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own
assumptions on what assumptions the market participants would use in pricing the
asset or liability based on the best available information.





The
adoption of SFAS No. 157 did not have a material impact on our fair value
measurements.




The
following tables present our assets and liabilities that are measured at fair
value on a recurring basis and are categorized using the fair value hierarchy.
The fair value hierarchy has three levels based on the reliability of the inputs
used to determine fair value.





Fair
      Value Measurements at Reporting Date UsingDescription
                                                                          
                                                                          September
      30, 2008
                                                                          
                                                                          
                                                                          Quoted
      Prices in Active Markets for Identical Assets (Level 1)
                                                                          
                                                                          
                                                                          Significant
      Other Observable Inputs (Level 2)
                                                                          
                                                                          
                                                                          Significant
      Unobservable Inputs (Level 3)Liabilities
      - Warrants
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -Liabilities
      - Conversion Options
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Total
      Liabilities
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -





As of
September 30, 2008 and throughout the nine months ended September 30, 2008, the
Company did not have any financial instruments that required measurement under
SFAS No. 157.


























F-8


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


This
Quarterly Report on Form 10-Q contains statements which, to the extent they do
not recite historical fact, constitute "forward looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. You can identify these
statements by the use of words like "may," "will," "could," "should," "project,"
"believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential,"
"intend," "continue," and variations of these words or comparable words. Forward
looking statements do not guarantee future performance and involve risks and
uncertainties. Actual results may differ substantially from the results that the
forward looking statements suggest for various reasons, including those
discussed under the caption "Risks Related to Our Business" in our Registration
Statement on Form S-1 for the fiscal year ended October 31, 2007. These forward
looking statements are made only as of the date of this report. The
Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any
statement is based. This discussion should be read together with the financial
statements and other financial information included in this Form
10-Q.





The
following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock.





OVERVIEW





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.




Since
August 2001, the Company has not engaged in any business operations, and has not
filed the reports required by the Securities and Exchange Commission. In
addition, on or about October 4, 2002, the Florida Secretary of State revoked
the Company's corporate charter. Accordingly, the Company had abandoned its
business.




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 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 Company.




3


- 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 mergingwith 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 ofnew 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 notmeant to be
indicative of the Company's business plan or purpose. As more fully described
herein under theheading
"Current Business Plan", Darwin Resources’s current business plan is to seek,
investigate and, ifsuch
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firmswho or which
desire to seek the perceived advantages of an Exchange Act registered
corporation.





On
January 31, 2008, the Company's trading symbolwas changed
to "DRWN.PK."








4


Our
current activities are related to seeking a new business opportunities. We will
use our limited personnel and financial resources in connection with such
activities. It may be expected that pursuing a new business opportunity
will involve the issuance of restricted shares of common stock.





As of
November 14, 2008, the Company is not in negotiations with, nor does it have any
agreements with any potential merger candidates.





CONTINUING
OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES





At
September 30, 2008, we had $4,298 in cash and current liabilities of
$115,323.





We have
had no revenues in either the nine months ended September 30, 2008
or  September 30, 2007.  Our operating expenses for the nine
months ended September 30, 2008 were $57,377 and were comprised of $18,000 in
board compensation and $27,000 in consulting fees related to the administration
of the Company, among other expenses.  In 2007, the current management
team was not in place for the nine months ended September 30, 2007 and only
$6,600 and $9,900 had been incurreed in board compensation and consulting fees,
respectively.  Prior to the current management team being put in
place, the Company incurred significant costs related to legal fees, transfer
agent costs and other court fees associated with managing the Company's affairs
through June 21, 2007. Accordingly, we had a net loss of $57,377 and $80,615 for
the nine months ended September 30, 2008 and 2007, respectively.





During
the nine months ended September 30, 2008 and the year ended December 31, 2007,
we received advances totaling $31,750 and $32,701, respectively, from entities
affiliated with Mark Rentschler.  While we are dependent upon
interim funding provided by management to pay professional fees and expenses, we
have no written finance agreement with management to provide any continued
funding.  Although we believe management will continue to fund
the Company on an as needed basis, we do not have a written agreement
requiring such funding. In addition, future management funding, will more
than likely be in the form of loans, for which the Company will be liable
to pay back.





The Board
of Directors of the Company has determined that, subject to stockholder
approval, the best course of action for the Company is to complete a
business combination with an existing business. The Company has limited
liquidity or capital resources. As of the date of the filing of this
Registration Statement, the Company has no cash or other assets under its
control. In the event that the Company cannot complete a merger
or acquisition and cannot obtain capital needs for ongoing expenses,
including expenses related to maintaining compliance with the Securities
laws and filing requirements of the Securities Exchange Act of 1934,
the Company could be forced to cease operations. Darwin Resources
currently plans to satisfy its cash requirements for the next 12 months by
borrowing from its officer and director or companies affiliated with its
officer and director and believes it can satisfy its cash requirements so
long as it is able to obtain financing from these affiliated entities. Darwin
Resources currently expects that money borrowed will be used during the next 12
months to satisfy the Company's operating costs, professional fees,
required periodic filings and for general corporate purposes. The Company may
explore alternative financing sources, although it currently has not done
so. Darwin Resources will use its 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, the
shareholders will experience a dilution in their ownership interest in the
Company. If a substantial number of restricted shares are issued in
connection with a business combination, a change in control may be expected
to occur.




In
connection with the plan to seek new business opportunities and/or effecting a
business combination, the Company may determine to seek to raise funds from
the sale of restricted stock or debt securities. The Company has 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.





5


There are
no limitations in the Certificate of Incorporation on the Company's ability to
borrow funds or raise funds through the issuance of restricted common stock
to effect a business combination.





The
Company currently has no plans to conduct any research and development or to
purchase or sell any significant equipment.





The
Company does not expect to hire any employees during the next 12
months.





OFF
BALANCE SHEET ARRANGEMENTS





None.




ITEM 3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK
 Not
required.





ITEM 4T.
              CONTROLS
      AND PROCEDURES


Evaluation
of disclosure controls and procedures





The term
“disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the Securities and Exchange Commission. An
evaluation was performed under the supervision and with the participation of the
Company’s management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the Company’s disclosure
controls and procedures as of September 30, 2008.  Based on that
evaluation, the Company’s management, including the CEO and CFO, concluded that
the Company’s disclosure controls and procedures were effective as of September
30, 2008. During the quarter ending on September 30, 2008, there was no change
in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.





PART
II - OTHER INFORMATION




ITEM 1.
            LEGAL
      PROCEEDINGS




Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party against us. None of our directors, officers or affiliates are
(i) a party adverse to us in any legal proceedings, or (ii) have an adverse
interest to us in any legal proceedings. Management is not aware of any other
legal proceedings that have been threatened against us.




ITEM 1A.
            RISK
      FACTORS




Not
Required.


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


None


ITEM 3.
              DEFAULTS
      UPON SENIOR
SECURITIES


None.




6




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




None.




ITEM 5.
            OTHER
      INFORMATION




None




ITEM 6.
              EXHIBITS


Exhibit Number
                    Exhibit31.1
                    Rule 13a-14(a) Certification of Chief Executive
      Officer31.2
                    Rule 13a-14(a) Certification of Chief Financial
      Officer32.1
                    Certification Pursuant to 18 U.S.C. Section
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      of Chief Executive Officer32.2
                    Certification Pursuant to 18 U.S.C. Section
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      of Chief Financial
Officer









SIGNATURES





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




DARWIN
      RESOURCES, INC.Date:
      November 14, 2008
            By:
            /s/  Mark
      RentschlerMark
      RentschlerPresident
      and Principal Executive Officer



















7