UNITED STATES SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549





FORM 10-Q





(Mark One)


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





For the quarterly period ended March 31, 2010





[     ]
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  [ X ] 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  [ X ](Do not check if a smaller reporting company)




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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





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








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 May 14, 2010.








DARWIN RESOURCES, INC.





TABLE OF CONTENTS





PagePart I — Financial InformationItem 1 — Financial Statements
F-1Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
F-1Unaudited Statements of Operations for the Three Months Ended March 31, 2010 and March 31, 2009
F-2Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2010 and March 31, 2009.
F-3Notes to Financial Statements
F-4Item 2 — Management’s Discussion
10Item 3 — Quantitative and Qualitative Disclosures About Market Risk
15Item 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 Officers Pursuant to Section 302Certification of Officers Pursuant to Section 906




























2


PART I — FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS.








DARWIN RESOURCES, INC.


(A DEVELOPMENT STAGE COMPANY)





BALANCE SHEETS








March 31, 2010


December 31, 2009(unaudited)ASSETSCurrent AssetCash

$
366


$
404Total Assets

$
366


$
404LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current LiabilitesAccounts Payable

$
5,000


$
5,000Related Party Payables


223,359



207,385Accrued Expenses


8,368



8,140Total Liabilites


236,727



220,525Stockholders' DeficitSeries A Preferred stock, $0.000001 par value, 3,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2010 and December 31, 2009


-



-Series B Preferred stock, $0.000001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at March 31, 2010 and December 31, 2009


5



5Common stock, $0.000001 par value, 500,000,000 shares authorized, issued and outstanding at March 31, 2010 and December 31, 2009


21



21Additional Paid in Capital


49,864



49,864Deficit Accumulated During the Development Stage*


(286,251
)


(270,011
)Total Stockholders' Deficit


(236,361
)


(220,121
)Total Liabilities and Stockholders' Deficit

$
366


$
404


*Accumulated since, June 21, 2007.






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


DARWIN RESOURCES, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS


(UNAUDITED)





Three Months Ended March 31,


Cumulative Period from June 21, 2007 (inception of development stage) to2010


2009


March 31, 2010Net Sales

$
-


$
-


$
-Cost of Sales


-



-



-Gross Profit


-



-



-Operating ExpensesBoard Compensation


6,000



6,000



66,600Consulting


9,000



9,000



99,900Investor Relations


-



-



8,396Legal


-



-



16,961Other Operating Expenses


1,240



3,962



89,388Total Operating Expenses


16,240



18,962



281,245Loss from Continuing Operations


(16,240
)


(18,962
)


(281,245
)Interest Expense


-



(918
)


(5,006
)Net Loss Before Income Taxes


(16,240
)


(19,880
)


(286,251
)Provision for Income Taxes


-



-



-Net Loss

$
(16,240
)

$
(19,880
)

$
(286,251
)Loss Per Common ShareBasic and Diluted

$
(0.00
)

$
(0.00
)

$
(0.01
)Weighted-Average Shares Used to Compute:Basic and Diluted Loss Per Share


20,534,655



20,534,655



20,534,655








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


DARWIN RESOURCES, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS


(UNAUDITED)





Three Months Ended March 31,


Cumulative Period from June 21, 2007 (inception of development stage) to2010


2009


March 31, 2010CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(16,240
)

$
(19,880
)

$
(286,251
)Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:Non Cash Consulting Fees


-



-



50,000Changes in Assets and LiabilitiesIncrease in Accounts Payable


-



-



5,000Increase in Accrued Expenses


228



10,744



121,784NET CASH USED IN OPERATING ACTIVITES


(16,012
)


(9,136
)


(109,467
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds From Related Party Payable


15,974



6,918



109,833NET CASH PROVIDED BY FINANCING ACTIVITIES


15,974



6,918



109,833(DECREASE) INCREASE IN CASH


(38
)


(2,218
)


366CASH - BEGINNING OF PERIOD


404



2,218



-CASH - END OF PERIOD

$
366


$
-


$
366


































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 – BASIS OF PRESENTATION AND NATURE OF OPERATIONS





BASIS OF PRESENTATION AND GOING CONCERN





The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.





The unaudited interim financial statements should be read in conjunction with the Company’s Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended December 31, 2009 and 2008. The interim results for the period ended March 31, 2010 are not necessarily indicative of the results for the full fiscal year.





On June 21, 2007, 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.





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 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 $286,251 as of March 31, 2010 and, at presant, operations are being financed by a related party.  These factors raise substantial doubt as to the Company’s ability to continue as a going concern.





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.





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.





F-4


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.





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





On May 15, 2007, Mark Rentschler paid an estimated $50,000 worth of expenses on behalf of the company.  The Company reimbursed Mr. Rentschler with shares of the Company’s common stock. The Company used these funds to pay the costs and expenses necessary to revive the registrant's business operations. Such expenses included, 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 Dawning Street Corporation (“DSC”) 5,000,000 shares of its newly created Series B Preferred Stock. On May 1, 2010, Richard Astromwas the managing director at DSC. The preferred stock carried voting rights which effectively made DCS the holder of approximately 99% of the voting rights in the Company's outstanding common and preferred stock.  The voting rights also provided that in no event will the preferred stock voting rights consist of less than 51% of the total voting rights in the Company's outstanding common and preferred stock.





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





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





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





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash and Cash Equivalents





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





Use of Estimates





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





F-5


Fair Value of Financial Instruments





Disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.




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 the provisions of ASC No. 740, which requires that the impact of tax positions be recognized in the financial statements if they are more likely than not of being sustained upon examination, based on the technical merits of the position. As discussed in the financial statements in the 2009 Form 10-K, the Company has a valuation allowance against the full amount of its net deferred tax assets. The Company currently provides a valuation allowance against deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized.





The Company is subject to U.S. federal income tax as well as income tax of certain state jurisdictions. The Company has not been audited by the I.R.S. or any states in connection with income taxes. The periods from 2006-2009 remain open to examination by the I.R.S. and state authorities.




Net Loss per Common Share





Basicloss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during each period.  There were no potentially dilutive securities outstanding during the period.





During the three months ended March 31, 2010 and 2009, the Company net loss per common share, basic and diluted was $0 and $0 for the three months ended March 31, 2010 and 2009, respectively.  The weighted-average of shares used was 20,534,655.





Reclassifications





Certain reclassifications have been made to the 2009 financial statements to conform to classifications used in the 2010 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 $286,251 as of March 31, 2010. 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.





F-6


NOTE 4 - RELATED PARTY PAYABLE








The Company is dependent on related parties to fund its operations.  Amounts totaled $223,359 and $207,385 at March 31, 2010 and December 31, 2009, respectively.




NOTE 5 – STOCKHOLDERS DEFICIT





As of March 31, 2010, 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.





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 stock3.
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 stock3.
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, received 5,000,000 shares of the company’s Series B Preferred Stock, issued to DSC, by court order dated June 21, 2007 in lieu of repayment of approximately $50,000 in debts Mark Rentschler had incurred during the process of managing the affairs of the company during 2007 and 2006, respectively.





NOTE 6 – SUBSEQUENT EVENTS





The Company has received a non-binding letter of intent with a potential merger partner and preliminary stages of negotiating terms of a potential definitive agreement have started.




F-7





ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS





The discussion and financial statements contained herein are for the three months ended March 31, 2010 and March 31, 2009. Please refer to the Form 10-K filed with the SEC on April 12, 2010, which included the Company’s audited consolidated financial statements as of December 31, 2008 and 2009.





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 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, 2009, as filed with the Securities and Exchange Commission April 12, 2010. 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 development stage corporation.  We are 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.





The Company has received a non-binding letter of intent with a potential merger partner and preliminary stages of negotiating terms of a potential definitive agreement have started.




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.





10


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


- 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, on June 21, 2007, Mr. Goldenberg appointed Mark Rentschler as sole interim Director and President.





In September 2007, the Company changed its name to Darwin Resources, Inc.





Change of Control





On May 15, 2007, Mark Rentschler paid an estimated $50,000 worth of expenses on behalf of the company.  The Company reimbursed Mr. Rentschler with shares of the Company’s common stock. The Company used 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, via the payment of expenses by Mark Rentschler, the Company issued Dawning Street Corp., 5,000,000 shares of its newly created Series B Preferred Stock,.  The preferred stock carried voting rights which effectively made Dawning 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.





Dawning Street Corp., (“DSC”) is a business consulting firm, for the purpose of advising the company as to potential business combinations.  Richard Astrom was the managing director of DSC.





On April 27, 2010 Richard Astrom became our sole officer and director.  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 was 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, bothVitech 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.





11


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





On June 30, 2008, the Company's trading symbol was changed to "DRWN."





On October14, 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.





Current Business Plan





We are a development stage company. 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 or liabilities and  establish subsidiaries in various businesses.





We intend to promote ourselves privately. We do not intend to engage in any general 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 the necessary Registrant’s filings with the SEC. 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 ourattention 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. 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.





12


Our officers have someexperience in managing companies 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 ourbusiness 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 with non-cash compensation.





We will not restrict oursearch 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 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.





Competition





We will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established companies 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.





13


Results of Operations for the Three Months Ended March 31, 2010 and 2009





Revenues





Revenues were $0 for the three months ended March 31, 2010 and March 31, 2009.





Operating Expenses





Operating expenses for the three months ended March 31, 2010 were $16,240 compared to $18,962 for the three months ended March 31, 2009.  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 and activity related to prospective merger or acquisition candidates.





Loss From Operations





Loss from operations for the three months ended March 31, 2010 was $16,240 as compared to $18,962 for the three months ended March 31, 2009.  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 or directly from our officers and directors and we believe we can satisfy the Company's cash requirements so long as weare 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, 2010, the Company had current assets consisting of cash and cash equivalents in the amount of $366.  As of March 31, 2010, the Company had current liabilities consisting of related party payables and accrued expenses of  $236,727 and $220,525, 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.





14


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 development stage 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.





Critical Accounting Policies





Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.





Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.





We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:





Use of Estimates, Going Concern Consideration – The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Among the estimates we have made in the preparation of the financial statements is an estimate of our projected revenues, expenses and cash flows in making the disclosures about our liquidity in this report. As an early stage company, many variables may affect our estimates of cash flows that could materially alter our view of our liquidity and capital requirements as our business develops. Our financial statements have been prepared assuming we are a “going concern”.  No adjustment has been made in the consolidated financial statements which could result should we be unable to continue as a going concern.





ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not required for smaller reporting companies.





15





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, 2010 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 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.





Evaluation of and Report on Internal Control over Financial Reporting




The management of the Registrant is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.




Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.




16


Based on its assessment, management concluded that, as of March 31, 2010, the Company’s internal control over financial reporting is ineffective.




This quarterly report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting.  Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.




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





1.
We will continue to educate our management personnel to comply with the disclosure requirements of Securities Exchange Act of 1934 and Regulation S-K; and





PART II — OTHER INFORMATION





ITEM 1.
LEGAL PROCEEDINGS.





Darwin Resources officers and directors are not aware of anythreatened or pending litigation to which the Company is a party or which any ofits property is the subject and which would have any material, adverse effect onthe Company.




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.





ExhibitsNo.

Description31.1

Certification Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1

Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.











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: May 14, 2010
By:
/s/ Richard AstromRichard AstromChief Executive Officer, Principle Accounting Officer

















































18