UNITED
STATES SECURITIES AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
10-Q




(Mark
One)




þ
                QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended March 31, 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
                      
                      26-1762478State
      or other jurisdiction of
                      
                      (IRS
      EmployerIncorporation
      or organization
                      
                      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 R 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   £
              
              Accelerated
      filer   £Non-accelerated
      filer   £
              
              Smaller reporting
      Company   R(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  RNo 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 þNo £




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 June 9, 2009.







DARWIN
RESOURCES, INC.


TABLE
OF CONTENTS




PagePart
      I -
                                                                      Financial
      Information
                                                                      1Item 1
      -
                                                                      Financial
      Statements
                                                                      2Balance
      Sheets as of March 31, 2009 (Unaudited) and December 31,
    2008
                                                                      F-1Unaudited
      Statements of Operations for the Three Months Ended March 31, 2009 and
      March 31, 2008
                                                                      F-2Unaudited
      Statements of Cash Flows for the Three Months Ended March 31, 2009 and
      March 31, 2008.
                                                                      F-3Notes
      to Financial Statements
                                                                      F-4Item 2
      -
                                                                      Management’s
      Discussion and Analysis or Plan of Operation
                                                                      11Item 3
      -
                                                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                                                      16Item
      4T -
                                                                      Controls
      and Procedures
                                                                      16Part
      II -
                                                                      Other
      InformationItem 1
      -
                                                                      Legal
      Proceedings
                                                                      17Item
      1A -
                                                                      Risk
      Factors
                                                                      17Item 2
      -
                                                                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                      17Item 3
      -
                                                                      Defaults
      Upon Senior Securities
                                                                      17Item 4
      -
                                                                      Submission
      of Matters to a Vote of Security Holders
                                                                      17Item 5
      -
                                                                      Other
      Information
                                                                      17Item
      6 -
                                                                      Exhibits
                                                                      17Certification
      of CEO Pursuant to Section 302Certification
      of CFO Pursuant to Section 302Certification
      of Officers Pursuant to Section 906









PART
I — FINANCIAL INFORMATION




ITEM
1. FINANCIAL
STATEMENTS.




DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)





BALANCE
SHEETS


AS OF
MARCH 31, 2009 AND DECEMBER 31, 2008





2009
                        
                        
                        2008ASSETSCurrent
      AssetsCash
                        
                        $
                        -
                        
                        
                        $
                        2,218Total
      Assets
                        
                        $
                        -
                        
                        
                        $
                        2,218




2009
                                        
                                        
                                        2008LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      Overdraft
                                        
                                        $
                                        769
                                        
                                        
                                        $
                                        -Related
      Party Payable (Note 4)
                                        
                                        
                                        78,675
                                        
                                        
                                        
                                        71,757Accrued
      Liabilities
                                        
                                        
                                        70,822
                                        
                                        
                                        
                                        60,847Total
      Liabilities
                                        
                                        
                                        150,266
                                        
                                        
                                        
                                        132,604Commitments
      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 March 31, 2009
                                          0
      shares issued as outstanding at December 31, 2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Series
      B Preferred stock, $0.000001 par value, 5,000,000 shares
      authorized,
                                          5,000,000
      shares issued and outstanding at March 31, 2009
                                          0
      share issued as outstanding at December 31, 2008
                                        
                                        
                                        5
                                        
                                        
                                        
                                        5Common
      stock, $0.000001 par value, 500,000,000 shares authorized,20,534,655
      shares issued and outstanding at March 31, 200920,534,655
      shares issued and outstanding at December 31, 2008
                                        
                                        
                                        21
                                        
                                        
                                        
                                        21Additional
      Paid in Capital
                                        
                                        
                                        49,864
                                        
                                        
                                        
                                        49,864Deficit
      Accumulated During the Development Stage *
                                        
                                        
                                        (200,156
                                        )
                                        
                                        
                                        (180,276
                                        )Total
      Stockholders' Deficit
                                        
                                        
                                        (150,266
                                        )
                                        
                                        
                                        (130,386
                                        )Total
      Liabilities and Stockholders' Deficit
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        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


DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS




Three
      Months Ended March 31,
                                                                          
                                                                          
                                                                          Cumulative
      Period From June 21, 2007(inception of the development stage)
      to2009
                                                                          
                                                                          
                                                                          2008
                                                                          
                                                                          
                                                                          March
      31, 2009Net
      Sales
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -Cost
      of Sales
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Gross
      Profit
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Operating
      ExpensesBoard
      Compensation
                                                                          
                                                                          
                                                                          6,000
                                                                          
                                                                          
                                                                          
                                                                          6,000
                                                                          
                                                                          
                                                                          
                                                                          42,600Consulting
                                                                          
                                                                          
                                                                          9,000
                                                                          
                                                                          
                                                                          
                                                                          9,000
                                                                          
                                                                          
                                                                          
                                                                          63,900Investor
      Relations
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          6,670Legal
      Fees
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          14,681Other
      Operating Expenses
                                                                          
                                                                          
                                                                          3,962
                                                                          
                                                                          
                                                                          
                                                                          1,529
                                                                          
                                                                          
                                                                          
                                                                          68,362Total
      Operating Expenses
                                                                          
                                                                          
                                                                          18,962
                                                                          
                                                                          
                                                                          
                                                                          16,529
                                                                          
                                                                          
                                                                          
                                                                          196,213Loss
      From Operations
                                                                          
                                                                          
                                                                          (18,962
                                                                          )
                                                                          
                                                                          
                                                                          (16,529
                                                                          )
                                                                          
                                                                          
                                                                          (196,213
                                                                          )Interest
      Expense
                                                                          
                                                                          
                                                                          (918
                                                                          )
                                                                          
                                                                          
                                                                          (528
                                                                          )
                                                                          
                                                                          
                                                                          (3,943
                                                                          )Net
      Loss Before Income Taxes
                                                                          
                                                                          
                                                                          (19,880
                                                                          )
                                                                          
                                                                          
                                                                          (17,057
                                                                          )
                                                                          
                                                                          
                                                                          (200,156
                                                                          )Provision
      for Income Taxes
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -Net
      Loss
                                                                          
                                                                          $
                                                                          (19,880
                                                                          )
                                                                          
                                                                          $
                                                                          (17,057
                                                                          )
                                                                          
                                                                          $
                                                                          (200,156
                                                                          )Loss
      Per Common ShareBasic
                                                                          
                                                                          $
                                                                          (0.00
                                                                          )
                                                                          
                                                                          $
                                                                          (0.00
                                                                          )Diluted
                                                                          
                                                                          $
                                                                          (0.00
                                                                          )
                                                                          
                                                                          $
                                                                          (0.00
                                                                          )Weighted-Average
      Shares Used to Compute:Basic
      Loss Per Common Share
                                                                          
                                                                          
                                                                          20,534,655
                                                                          
                                                                          
                                                                          
                                                                          20,534,655Diluted
      Loss Per Common Share
                                                                          
                                                                          
                                                                          20,534,655
                                                                          
                                                                          
                                                                          
                                                                          20,534,655





The
accompanying notes are an integral part of these financial
statements.
 F-2


DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS




Three
      Months Ended
                          March
      31, 2009
                        
                        
                        Three
      Months Ended
                          March
      31, 2008
                        
                        
                        Cumulative
      Period From June 21, 2007 (inception of the development stage) to March
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                        
                        $
                        (19,880
                        )
                        
                        $
                        (17,057
                        )
                        
                        $
                        (200,156
                        )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Changes
      in Assets and LiabilitiesAccrued
      Expenses
                        
                        
                        9,975
                        
                        
                        
                        10,225
                        
                        
                        
                        70,822NET
      CASH USED IN OPERATING ACTIVITIES
                        
                        
                        (9,905
                        )
                        
                        
                        6,832
                        
                        
                        
                        (129,334
                        )CASH
      FLOWS FROM FINANCING ACTIVITIESBank
      Overdraft
                        
                        
                        769
                        
                        
                        
                        -
                        
                        
                        
                        769Proceeds
      From Related Party Payable
                        
                        
                        6,918
                        
                        
                        
                        6,832
                        
                        
                        
                        78,565Proceeds
      From Sale of Stock
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        50,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        7,687
                        
                        
                        
                        6,832
                        
                        
                        
                        129,334(DECREASE)
      INCREASE IN CASH
                        
                        
                        (2,218
                        )
                        
                        
                        -
                        
                        
                        
                        -CASH
      - BEGINNING OF PERIOD
                        
                        $
                        2,218
                        
                        
                        $
                        -
                        
                        
                        $
                        -CASH
      - END OF PERIOD
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Supplemental
      disclosure:Cash
      Paid for Interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      Paid for Income Taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -NONCASH
      INVESTING AND FINANCING ACTIVITIESOther
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -





























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 determine 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.





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.





F-4


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’s 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 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 by the end of 2009, if not sooner. As of March 31, 2009, the company had
a total deficit of $200,156 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 $200,156 as of March 31,
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




General
Statement




The SEC
has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding
Disclosure About Critical Accounting Policies,” (“FRR 60”), suggesting that
companies provide additional disclosure and commentary on their most critical
accounting policies.




F-5


In FRR
60, the SEC defined the most critical accounting policies as the ones that are
most important to the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and subjective
judgments, often as a result of the need to make estimates of matters that are
inherently uncertain. The methods, estimates and judgments the Company uses in
applying these most critical accounting policies have a significant impact on
the results the Company reports in its financial statements. The Company
believes that the critical accounting policies and procedures listed below,
among others, affect its more significant judgments and estimates used in the
preparation of the Company's consolidated financial statements.





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 three months ended March 31, 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 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 years ended March 31, 2009 and 2008,
respectively.




F-6


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 three months ended March 31, 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 three months ended March 31, 2009 and 2008 was $0 and
$0, respectively.




Foreign
currency translation





The
reporting currency of the Company is the US dollar. The Company’s principal
operating subsidiary established in Brazil utilizes the local currency, the
"real," as the functional currency. Results of operations and cash flows are
translated at average exchange rates during the period, and assets and
liabilities are translated at the unified exchange rate as quoted by the Wall
Street Journal at the end of the period.




F-7


Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in stockholders’ equity on the balance sheets. Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.





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 $200,156 as of March 31, 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 three months ended March 31,
2009:




Beginning
      balance payable, as of December 31, 2008
                        
                        $
                        71,757Accrued
      board compensation
                        
                        
                        6,000Interest
      accrued on outstanding balance
                        
                        
                        918Ending
      balance payable, as of March 31, 2009
                        
                        $
                        78,675





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 March 31, 2009 and December 31, 2008
consisted of the following:




March
      31, 2009
                      
                      
                      December
      31, 2008Net
      operating loss carry forward
                      
                      $
                      39,400
                      
                      
                      $
                      31,400Valuation
      allowance
                      
                      
                      (39,400
                      )
                      
                      
                      (31,400
                      )Net
      deferred tax asset
                      
                      $
                      -
                      
                      
                      $
                      -




F-8


The
components of current income tax expense for the three months ended March 31,
2009 and 2008, respectively, consisted of the following:




March
      31, 2009
                      
                      
                      March
      31, 2008Current
      federal tax expense
                      
                      $
                      -
                      
                      
                      $
                      -Current
      state tax expense
                      
                      
                      -
                      
                      
                      
                      -Change
      in NOL benefits
                      
                      
                      8,000
                      
                      
                      
                      31,400Change
      in valuation allowance
                      
                      
                      (8,000
                      )
                      
                      
                      (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:




March
      31, 2009
                      
                      
                      March
      31, 2008Tax
      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 $200,000 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 Earning Per Share Computation
                                
                                Three
      Months Ended March 31, 2009
                                
                                
                                Three
      Months Ended March 31, 2008Net
      (Loss) Income
                                
                                $
                                (19,880
                                )
                                
                                $
                                (17,057
                                )(Loss)
      Income available to common stockholders
                                
                                $
                                (19,880
                                )
                                
                                $
                                (17,057
                                )Basic
      (Loss) Income per common share
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )Weighted-average
      shares used to compute:Basic
      (Loss) Income per share
                                
                                
                                20,534,655
                                
                                
                                
                                20,534,655






F-9




Diluted Earning Per Share Computation
                            
                            2009
                            
                            
                            2008Net
      (Loss) Income
                            
                            $
                            (19,880
                            )
                            
                            $
                            (17,057
                            )(Loss)
      Income available to common stockholders
                            
                            $
                            (19,880
                            )
                            
                            $
                            (17,057
                            )Diluted
      (Loss) Income per common share
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.00
                            )Weighted-average
      shares used to compute:Diluted
      (Loss) Income per 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
March 31, 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 500,000,0002.
              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 3,000,0002.
              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 5,000,0002.
              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 $0.0000014.
              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.






F-10


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





The
discussion and financial statements contained herein are for the three months
ended March 31, 2009 and March 31, 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.




11


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, 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, 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.





12


On March
31, 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
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.




13


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.









14


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





Revenues





Revenues
were $0 for the three months ended March 31, 2009 and March 31,
2008.





Operating
Expenses





Operating
expenses for the three months ended March 31, 2009 were $18,962 compared to
$16,529 for the three months ended March 31, 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 March 31, 2009 was $19,880 as
compared to $17,057 for the three months ended March
31, 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.





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
March 31, 2009, the Company had current assets consisting of cash and cash
equivalents in the amount of $0.  As of March 31, 2009, the
Company had current liabilities consisting of a bank overdraft, related party
payables and accrued expenses of $769, $78,675 and $70,822,
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.





15


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 March 31, 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 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; and2.
              We
      will increase management oversight of accounting and reporting functions
      in the future.




16


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.
                        
                        Description31.1
                        
                        Certification of Officers 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.








17


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:
      June 9, 2009
                By:
                /s/
      Mark RentschlerMark
      RentschlerChief
      Executive Officer, Principle Accounting Officer


















































18