UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


Form
10-K





(Mark
One)


x
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934




For the
fiscal year ended December 31, 2008





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




For the
transition period from ________________ to
________________





Commission
file number 000-21369







DARWIN
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





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




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


(Address
of principal executive offices) (Zip Code)





702-448-7113


(Registrant’s
telephone number, including area code)







Securities
Registered pursuant to Section 12(b) of the Exchange Act:








Title
      of each class
              Name
      of each exchange on which registeredNone
              None





Securities
Registered pursuant to Section 12(g) of the Exchange Act:





Common
Stock, $0.000001 Par Value


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  o
Yes     x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. o
Yes     x No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  x
Yes     o No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-k
or any amendment to this Form 10-K. x








Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid price of such common equity, as of the last
business day of the registrant’s most recently completed second fiscal
quarter.





As of
December 31, 2008 the market value was $20,535.  There are
approximately 20,534,655 shares of our common voting stock held by
non-affiliates.  This valuation is based upon the bid price of our
common stock as quoted on the OTC Pink Sheets on that date
($0.001).





APPLICABLE
ONLY TO REGISTRANT’S INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





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





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





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 shares of Common Stock,
$0.000001 par value, as of December 31, 2008.





(DOCUMENTS
INCORPORATED BY REFERENCE)


None







































1





Index
                                                  Page
      NumberPART
      IITEM
      1.
                                                  Business
                                                  4ITEM
      1A.
                                                  Risk
      Factors
                                                  7ITEM
      2.
                                                  Properties
                                                  10ITEM
      3.
                                                  Legal
      Proceedings
                                                  10ITEM
      4.
                                                  Submission
      of Matter to a Vote of Security Holders
                                                  10PART
      IIITEM
      5.
                                                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                  10ITEM
      6.
                                                  Selected
      Financial Data
                                                  11ITEM
      7.
                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                  11ITEM
      7A.
                                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                                  13ITEM
      8.
                                                  Financial
      Statements and Supplementary Data
                                                  14ITEM
      9.
                                                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                  15ITEM
      9A.
                                                  Controls
      and Procedures
                                                  16ITEM
      9B.
                                                  Other
      Information
                                                  16PART
      IIIITEM
      10.
                                                  Directors,
      Executive Officers and Corporate Governance
                                                  16ITEM
      11.
                                                  Executive
      Compensation
                                                  17ITEM
      12.
                                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                  18ITEM
      13.
                                                  Certain
      Relationships and Related Transactions, and Director
      Independence
                                                  18ITEM
      14.
                                                  Principal
      Accounting Fees and Services
                                                  18ITEM
      15.
                                                  Exhibits,
      Financial Statements, Schedules
                                                  19SIGNATURES
                                                  
                                                  19













2





INDEX
TO FINANCIAL STATEMENTS




Page No.Report
      of Independent Registered Public Accounting Firm
                  F-1Balance
      Sheets as of December 31, 2008 and December 31, 2007
                  F-3Statements
      of Operations for the years ended December 31, 2008 and December 31,
      2007
                  F-4Statements
      of Stockholders' Equity as of December 31, 2008
                  F-5Statements
      of Cash Flows
                  F-6Notes to Financial
      Statements
                  F-7


















































3


PART
I





This
Annual Report on Form 10-K contains statements which, to the extent they do not
recite historical fact, constitute "forward looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. You can identify these
statements by the use of words like "may," "will," "could," "should," "project,"
"believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential,"
"intend," "continue," and variations of these words or comparable words. Forward
looking statements do not guarantee future performance and involve risks and
uncertainties.  Therefore, actual outcomes and results may differ
materially from what is expressed or forecast in such forward-looking
statements.  Except as required under federal securities laws and the
rules and regulations of the SEC, we do not have any intentions or obligation to
update publicly any forward-looking statements after the filing of this Form
10-K, whether as a result of new information, future events, changes in
assumptions or otherwise.





Unless
the context otherwise requires, throughout this Annual Report on Form 10-K the
words “Company,” “we,” “us” and “our” refer to Darwin Resources, Inc. and its
consolidated subsidiaries.





ITEM
1. BUSINESS





General





Non-Operating
Shell Company.





Currently,
we are a non-operation 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.





History





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




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




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




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




4




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




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




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




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




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





Change of
Control





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





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





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





Accordingly,
DSC is an affiliated entity.





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





On
September 28, 2007, the Company changed its name to Darwin Resources Inc. The
name was notmeant to be
indicative of the Company's business plan or purpose. As more fully described
herein under theheading
"Current Business Plan", Darwin Resources’ current business plan is to seek,
investigate and, ifsuch
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firmswho or which
desire to seek the perceived advantages of an Exchange Act registered
corporation.





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





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
December 31, 2008, 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 orwhich desire the perceived advantages
of an Exchange Act registered corporation. We will not restrict our search to
any specificbusiness, industry, or geographical
location and we may participate in a business venture of virtually any kind or
nature. Thisdiscussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion tosearch for and enter into potential
business opportunities. We anticipate that we may be able to participate in only
one potentialbusiness venture because we have
nominal assets and limited financial resources. This lack of diversification
should be considered asubstantial risk to our shareholders
because it will not permit us to offset potential losses from one venture
against gains fromanother.





5


We may seek a business opportunity with
entities which have recently commenced operations, or which wish to utilize the
publicmarketplace 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 acquireexisting businesses as
subsidiaries.





We intend
to promote ourselves privately. We have not yet prepared any notices or
advertisement. We anticipate that the selection ofa business
opportunity in which to participate will be complex and extremely risky. Due to
general economic conditions, rapidtechnological
advances being made in some industries and shortages of available capital,
management believes that there arenumerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitatingor improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similarbenefits 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 whichwill 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 orother assets.
However, we believe that we will be able to offer owners of acquisition
candidates the opportunity to acquire acontrolling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initialpublic
offering. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connectionwith
acquisition of a business opportunity, including the costs of preparing Form
8K's, 10K's, 10Q’s, agreements and related reportsand
documents. The Securities Exchange Act of 1934 (the "Exchange Act"),
specifically requires that any merger or acquisitioncandidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be includedwithin 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 toconcentrate
on identifying preliminary prospective business opportunities, which may be
brought to its attention through presentassociations
of our officers and directors. In analyzing prospective business opportunities,
we will consider such matters as theavailable
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 maybe available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors notnow
foreseeable but which then may be anticipated to impact our proposed activities;
the potential for growth or expansion; thepotential for
profit; the perceived public recognition of acceptance of products, services, or
trades; name identification; and otherrelevant
factors. Our officers and directors expect to meet personally with management
and key personnel of the business opportunityas part of
their investigation. To the extent possible, we intend to utilize written
reports and investigation to evaluate the abovefactors.





Our
officers have limited experience in managing companies similar to the Company
and shall rely upon their own efforts, inaccomplishing
our business purpose. We may from time to time utilize outside consultants or
advisors to effectuate its businesspurposes
described herein. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used inselecting
such consultants or advisors, the services to be provided, the term of service,
or regarding the total amount of fees that maybe 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 developmentstage, which
is already in operation, or in essentially any stage of its corporate life. It
is impossible to predict at this time the status ofany business
in which we may become engaged, in that such business may need to seek
additional capital, may desire to have itsshares
publicly traded, or may seek other perceived advantages which we may offer.
However, we do not intend to obtain funds inone or more
private placements to finance the operation of any acquired business opportunity
until such time as we have successfullyconsummated
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
controlus.  Furthermore, our
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors withouta vote of our shareholders.





It is anticipated that any securities
issued in any such reorganization would be issued in reliance upon exemption
from registrationunder applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of a
transaction, we mayagree 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 andinspect material facilities, obtain
analysis and verification of certain information provided, check references of
management and keypersonnel, and take other reasonable
investigative measures. The manner in which we participate in an opportunity
will depend on thenature of the opportunity, our
respective needs and desires, the management of the opportunity and the relative
negotiation strength.





6


With respect to any merger or
acquisition, negotiations with target company management are expected to focus
on the percentage ofthe 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 asubstantially lesser percentage
ownership interest in the Company following any merger or acquisition. The
percentage ownershipmay be subject to significant reduction
in the event we acquire a target company with substantial assets. Any merger or
acquisitioncan 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 theterms of such agreements cannot be
predicted, generally such agreements will require some specific representations
and warranties byall of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must besatisfied by each of the parties prior
to and after such closing, will outline the manner of bearing costs, including
costs associated withour 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 aremany established venture capital and
financial concerns which have significantly greater financial and personnel
resources andtechnical expertise. In view of our
combined extremely limited financial resources and limited management
availability, we willcontinue 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 notanticipate a
need to engage any fulltime employees at this time. The need for employees and
their availability will be addressed inconnection
with our proposed operations.





ITEM
1A. RISK
FACTORS





An investment in our Common Stock is
highly speculative, involves a high degree of risk and should be considered only
by thosepersons who are able to afford a
loss of their entire investment. In evaluating the Company and our business,
prospective investorsshould carefully consider the
following risk factors in addition to the other information included in this
Annual Report.





We
Are A Non-Operating Shell Company.





We are a
public shell company with no operations and we are seeking to effect a merger,
acquisition or other business combinationwith an
operating company by using a combination of capital stock, cash on hand, or
other funding sources, if available. There can beno assurances
that we will be successful in identifying acquisition candidates or that if
identified we will be able to consummate atransaction
on terms acceptable to us.





We
Have Minimal Assets And Have Had No Operations And Generated No Revenues For
Several Years.





We have
had no operations and no revenues or earnings from operations for several years.
We have no significant assets or financialresources. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of abusiness
combination. This may result in us incurring a net operating loss, which will
increase continuously until we can consummatea business
combination with a target company. There is no assurance that we can identify
such a target company and consummatesuch a
business combination.





Our
Auditor Has Risen Doubt As To Whether We Can Continue As A Going
Concern.





We have
not generated any revenues nor have we had any operations for several years. As
of December 31, 2008, we had anaccumulated
deficit of $180,276. These factors among others indicate that we may be unable
to continue as a going concern,particularly
in the event that we cannot obtain additional financing and/or attain profitable
operations. The accompanying financialstatements do
not include any adjustments that might result from the outcome of this
uncertainty and if we cannot continue as a goingconcern, your
investment in us could become devalued or even worthless.





7


We
Have Not Paid Dividends To Our Stockholders.





We have
never paid, nor do we anticipate paying, any cash dividends on our common stock.
Future debt, equity instruments orsecurities
may impose additional restrictions on our ability to pay cash
dividends.





Shareholders Who Hold Unregistered
Shares Of Our Common Stock Are Not Eligible To Sell Our Securities Pursuant
ToRule 144, Due To Our Status As A
“Blank Check” Company And A “Shell Company”





We are
characterized as both a “blank check” company and a “shell company.” The term
"blank check company" is defined as acompany that
is a development stage company that has no specific business plan or purpose or
has indicated that its business plan isto engage in
a merger or acquisition with an unidentified company or companies, or other
entity or person; and is issuing "pennystock," as
defined in Rule 3a51-1 under the Securities Exchange Act of
1934.  Because we are a “blank check” company, Rule 144 ofthe
Securities Act of 1933, as amended (“ Rule 144 ”) is not available to our
shareholders and we are required to comply withadditional
SEC rules regarding any offerings we may undertake.





Additionally,
pursuant to Rule 144, a “shell company” is defined as a company that has no or
nominal operations; and, either no ornominal
assets; assets consisting solely of cash and cash equivalents; or assets
consisting of any amount of cash and cash equivalentsand nominal
other assets.  As such, we are a “shell company” pursuant to Rule 144,
and as such, sales of our securities pursuant toRule 144 are
not able to be made until: (a) we have ceased to be a “shell company; (b) we are
subject to Section 13 or 15(d) of the


Securities
Exchange Act of 1934, as amended, and have filed all of our required periodic
reports for a period of one year; and a periodof at least
twelve months has elapsed from the date “Form 10 information” has been filed
with the Commission reflecting theCompany’s
status as a non-shell company.  Because none of our securities can be
sold pursuant to Rule 144, until at least a year afterwe cease to
be a shell company, any securities we issue to consultants, employees, in
consideration for services rendered or for anyother purpose
will have no liquidity until and unless such securities are registered with the
Commission and/or until a year after wecease to be a
shell company and have complied with the other requirements of Rule 144, as
described above.





As a
result of us being a blank check company and a shell company, it will be harder
for us to fund our operations and pay ourconsultants
with our securities instead of cash.  Additionally, as we may not ever
cease to be a blank check company or a shellcompany,
investors who hold our securities may be forced to hold such securities
indefinitely.





There
May Be Conflicts Of Interest Between Our Management And Our Non-Management
Stockholders.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. Aconflict of
interest may arise between our management's personal pecuniary interest and its
fiduciary duty to our stockholders.Further, our
management's own pecuniary interest may at some point compromise its fiduciary
duty to our stockholders.





The Nature Of Our Proposed Operations
Is Highly Speculative.





The
success of our proposed plan of operation will depend to a great extent on the
operations, financial condition and management ofthe
identified target company. While management will prefer business combinations
with entities having established operatinghistories,
there can be no assurance that we will be successful in locating candidates
meeting such criteria. In the event we complete abusiness
combination, of which there can be no assurance, the success of our operations
will be dependent upon management of thetarget
company and numerous other factors beyond our control.





The
Competition For Business Opportunities And Combinations Is Great.





We are and will continue to be an
insignificant participant in the business of seeking mergers with and
acquisitions of businessentities. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers andacquisitions of companies, which may be
merger or acquisition target candidates for us. Nearly all such entities have
significantlygreater financial resources, technical
expertise and managerial capabilities than us and, consequently, we will be at a
competitivedisadvantage in identifying possible
business opportunities and successfully completing a business combination.
Moreover, we willalso compete with numerous other small
public companies in seeking merger or acquisition
candidates.





We Have No Current
Agreements In Place For A Business Combination Or Other Transaction, And We
Currently Have NoStandards For
Potential Business Combinations, And As A Result, Our Management Has Sole
Discretion Regarding AnyPotential Business
Combination.





We have
no current arrangement, agreement or understanding with respect to engaging in a
business combination with a specificentity.
There can be no assurance that we will be successful in identifying and
evaluating suitable business opportunities or inconcluding
a business combination. Management has not identified any particular industry or
specific business within an industry forevaluation
by us. There is no assurance that we will be able to negotiate a business
combination on terms favorable to us. We havenot
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria, which we willrequire
a target company to have achieved, or without which we would not consider a
business combination with such business entity.Accordingly,
we may enter into a business combination with a business entity having no
significant operating history, losses, limitedor
no potential for immediate earnings, limited assets, negative net worth or other
negative characteristics.





8


We depend on the management
experience of our sole officer and director and if we were to lose him it would
affect our ability to implement our business plan.





We depend
upon the continued services of our sole officer and director, Mark Rentschler.
To the extent that his services become unavailable, we will be required to
retain one or more other qualified personnel and we may not be able to identify
or have the resources to retain such personnel.  Additionally, Mr.
Rentschler controls 99% voting control in our Company and it is unlikely other
qualified personnel would participate in management without a similar
controlling stake which Mr. Rentschler may not agree to transfer or
sell.   If Mr. Rentschler were to stop providing services to our
Company or funding our operations, we would likely not find another person or
entity to replace Mr. Rentschler in a timely manner, if at
all.   If Mr. Rentschler were to leave our Company prior to our
Company consummating an acquisition that anticipated a change in management, it
is likely our business would fail and you would lose your
investment.





Our
sole officer and director works on a part-time basis and a conflict of interest
could potentially arise if he were to serve in a similar capacity for another
company and, as a result, our goal to identify and complete a merger may be
delayed.





Our sole
officer and director is not required to commit his full time to our affairs and
is not precluded from serving as an officer or director of any other entity
engaged insimilarbusiness
activities. Mr. Rentschler is also an officer and director of the following
companies:


- Andorra
  Capital Corp.;
- Avenue
  Exchange Corp.;
- Frontier
  Resource Corp.;
- Macau
  Capital Investments, Inc.;
- Pinecrest
  Investment Group, Inc.;
- Scandia
  Inc.; and
- Windsor
  Resources Corp.

Mr.
Rentschler has not identified and is not currently negotiating a new business
opportunityfor us. He is
associated or affiliated with entities engaged in businessactivities
similar to those which we intend to conduct. Consequently, he may have conflicts
of interest indetermining
to which entity a particular business opportunity should be presented. In the
event that a conflict ofinterest
shall arise, he will consider factors such as reporting status, availability of
auditedfinancial
statements, current capitalization and the laws of the appropriate
jurisdictions. However,he will act
in what he believes will be in the best interests of our stockholders and our
Company.  However, due to such conflicts of interest, we may
experience a delay in pursuing our business plan.  If our business
plan is delayed our stock price will likely remain at very low prices and you
may lose all or part of your investment.





Reporting
Requirements May Delay Or Preclude An Acquisition.





Section 13 of the Securities Exchange
Act of 1934 (the " Exchange Act ") requires companies subject thereto to provide
certaininformation about significant
acquisitions including audited financial statements for the company acquired and
a detailed descriptionof the business operations and risks
associated with such company's operations. The time and additional costs that
may be incurred bysome target companies to prepare such
financial statements and descriptive information may significantly delay or
essentially precludeconsummation of an otherwise desirable
acquisition by us. Additionally, acquisition prospects that do not have or are
unable to obtainthe required audited statements may not
be appropriate for acquisition so long as the reporting requirements of the
Exchange Act areapplicable.





We Have Not
Conducted Any Market Research Regarding Any Potential Business
Combinations.





We have neither conducted, nor have
others made available to it, market research indicating that demand exists for
the transactionscontemplated by us. Even in the event
demand exists for a transaction of the type contemplated by us, there is no
assurance we will besuccessful in completing any such
business combination.





We Do Not Plan To
Diversify Our Operations In The Event Of A Business Combination.





Our proposed operations, even if
successful, will in all likelihood result in our engaging in a business
combination with only onetarget company. Consequently, our
activities will be limited to those engaged in by the business entity which we
will merge with oracquire. Our inability to diversify our
activities into a number of areas may subject us to economic fluctuations within
a particularbusiness or industry and therefore
increase the risks associated with our operations.





9


Any Business
Combination Will Likely Result In A Change In Control And In Our
Management.





A business combination involving the
issuance of our common stock will, in all likelihood, result in shareholders of
a target companyobtaining a controlling interest in the
Company. Any such business combination may require our shareholder to sell or
transfer all or aportion of their common stock. The
resulting change in control of the Company will likely result in removal of the
presentmanagement of the Company and a
corresponding reduction in or elimination of participation in the future affairs
of the Company.





Reduction
Of Percentage Share Ownership Following Business Combination.





Our primary plan of operation is based
upon a business combination with a business entity, which, in all likelihood,
will result in ourissuing securities to shareholders of
such business entity. The issuance of previously authorized and unissued common
stock wouldresult in a reduction in percentage of
shares owned by our present shareholders and could therefore result in a change
in control of ourmanagement.





We May Be Forced To
Rely On Unaudited Financial Statements In Connection With Any Business
Combination.





We will require audited financial
statements from any business entity we propose to acquire. No assurance can be
given; however,that audited financials will be
available to us prior to a business combination. In cases where audited
financials are unavailable, wewill have to rely upon unaudited
information that has not been verified by outside auditors in making our
decision to engage in atransaction with the business entity.
The lack of the type of independent verification which audited financial
statements would provideincreases the risk that we, in
evaluating a transaction with such a target company, will not have the benefit
of full and accurateinformation about the financial
condition and operating history of the target company. This risk increases the
prospect that a businesscombination with such a business entity
might prove to be an unfavorable one for us.





Investors May Face
Significant Restrictions On The Resale Of Our Common Stock Due To Federal
Regulations Of PennyStocks.





Our common stock will be subject to the
requirements of Rule 15(g)-9, promulgated under the Securities Exchange Act as
long as theprice of our common stock is below
$5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities topersons other than established
customers and accredited investors must satisfy special sales practice
requirements, including arequirement that they make an
individualized written suitability determination for the purchaser and receive
the purchaser's consentprior to the transaction. The
Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also
requires additionaldisclosure in connection with any
trades involving a stock defined as a penny stock. Generally, the Commission
defines a penny stockas any equity security not traded on an
exchange or quoted on NASDAQ that has a market price of less than $5.00 per
share. Therequired penny stock disclosures
include the delivery, prior to any transaction, of a disclosure schedule
explaining the penny stockmarket and the risks associated with
it. Such requirements could severely limit the market liquidity of the
securities and the ability ofpurchasers to sell their securities in
the secondary market.





ITEM
2. PROPERTIES





We share office space and a phone
number with our principals at 2202 N. West Shore BLVD, Suite 200, Tampa, Florida
33607.  We donot have a lease and we do not pay rent
for the leased space. We do not own any properties nor do we lease any other
properties. Wedo not believe we will need to maintain
an office at any time in the foreseeable future in order to carry out our plan
of operations asdescribed herein.





ITEM 3. LEGAL PROCEEDINGS





We are
not a party to any pending legal proceedings nor are any of our property the
subject of any pending legal proceedings.





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





We have
had no matters to submit for a vote of security holders.





PART
II





ITEM
5. MARKET REGISTRANT”S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES





Our
common stock is quoted on the Over-the-Counter Pink Sheets under the symbol
“DRWN.PK”.  Such trading of our common stock is limited and
sporadic.





10


The
following Table reflects the high and the low bid information for our common
stock for each fiscal quarter during the fiscal year ended December 31, 2008 and
2007.  The bid information was obtained from the National Quotation
Bureau and reflects inter-dealer prices, without retail mark-up, markdown or
commission, and may not necessarily represent actual transactions.





Quarter
      Ended
                                              
                                              Bid
      High
                                              
                                              
                                              Bid
      LowFiscal
      Year 2008December
      31, 2008
                                              
                                              $
                                              0.008
                                              
                                              
                                              $
                                              0.001September
      30, 2008
                                              
                                              $
                                              0.010
                                              
                                              
                                              $
                                              0.002June
      30, 2008
                                              
                                              $
                                              0.010
                                              
                                              
                                              $
                                              0.002March
      31, 2008
                                              
                                              $
                                              0.030
                                              
                                              
                                              $
                                              0.003Fiscal
      Year 2007December
      31, 2007
                                              
                                              $
                                              0.012
                                              
                                              
                                              $
                                              0.003September
      30, 2007
                                              
                                              $
                                              0.015
                                              
                                              
                                              $
                                              0.005June
      30, 2007
                                              
                                              $
                                              0.005
                                              
                                              
                                              $
                                              0.005March
      31, 2007
                                              
                                              $
                                              0.005
                                              
                                              
                                              $
                                              0.005





As of
December 31, 2008, there were 163 holders of record of our common
stock.





We have
never declared or paid cash dividends on our capital stock.  We
currently intend to retain all available funds and any future earnings for use
in the operation and expansion of our business and do not anticipate paying any
cash dividends in the foreseeable future.





Recent
Sale of Unregistered Securities.





None





ITEM
6. SELECTED FINANCIAL
DATA





We are a
small reporting company as defined by Rule 12b-2 of the Securities Exchange Act
1934 and are not required to provide information under this item.





ITEM
7. MANAGEMENT DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





The
following presentation of management's discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction
with the Company's consolidated financial statements, the accompanying
notes thereto and other financial information appearing elsewhere in
this report. This section and other parts of this report contain
forward-looking statements that involve risks and uncertainties. The
Company's actual results may differ significantly from the results discussed in
the forward-looking statements.





Plan
of Operations - Overview





Our
current business objective for the next twelve (12) months is to investigate
and, if such investigation warrants, acquire a target company or business
seeking the perceived advantages of being a publicly held
corporation.  Our principle business objective will be to achieve
long-term growth potential through a combination with a business rather than
immediate, short-term earnings.  We will not restrict our potential
candidates target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business.





We do not
currently engage in any business activities that provide us with positive cash
flow.  As such, the costs of investigating and analyzing business
combinations for the next approximately twelve (12) months beyond will be paid
out of current cash and other current assets on hand and through funds raised
through other sources, which may not be available on favorable terms, if at
all.  Such costs include filing of Exchange Act reports, and costs
related to consummating and acquisition.





11


RESULTS
OF OPERATIONS





FISCAL
YEAR ENDED DECEMBER 31, 2008 COMPARED TO


FISCAL
YEAR ENDED DECEMBER 31, 2007





Revenues





Revenues
were $0 for the fiscal year ended December 31, 2008 and December 31,
2007.





Operating
Expenses





Operating
expenses excluding the cost of revenues for the fiscal year ended December 31,
2008 were $74,336 compared to $102,915 for the year ended December 31,
2007.  This 28% decrease in operating expenses was the result of
reduced professional fees and a lack of administrative costs attributed to the
lack of negotiations and activity related to prospective merger or acquisition
candidate.





(Loss)
From Operations





Loss from operations for the year ended
December 31, 2008 was $76,738 as compared to $103,538 for the year ended
December 31,2007.  The reduction in net
loss is directly attributable to the reduction in operating expenses described
above.





Net Income (Loss)
Applicable to Common Stock





Net loss applicable to Common Stock was
($76,738) for the fiscal year ended December 31, 2008 compared to net loss
of$103,538 for the year ended December
31, 2007. Net loss per common share was ($0.00) and ($0.01) for the years ended
December 31, 2008 and December 31, 2007, respectively.





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 commonownership or control or directly from
our officers and directors and we believe we can satisfy the Company's cash
requirements so long as it isable to obtain financing from these
affiliated companies.  We currently expect that money borrowed will be
used during the next 12months to satisfy our operating costs,
professional fees and for general corporate purposes. We have also been
exploring alternativefinancing sources.





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


As of
December 31, 2008, the Company had current assets consisting of cash and cash
equivalents in the amount of $2,218.  As ofDecember
31, 2008, the Company had current liabilities consisting of a related party
payable and accrued expenses of $71,757 and 60,847, respectively.





In connection with the plan to seek new
business opportunities and/or effecting a business combination, we may determine
to seek toraise funds from the sale of restricted
stock or debt securities.  We have no agreements to issue any debt or
equity securities andcannot predict whether equity or debt
financing will become available at acceptable terms, if at
all.





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





RECENT
ACCOUNTING PRONOUNCEMENTS





We continue to assess the effects of
recently issued accounting standards. The impact of all recently adopted and
issued accountingstandards has been disclosed in the
Footnotes to the financial statements.





CRITICAL
ACCOUNTING ESTIMATES





We are a shell company and, as such, we
do not employ critical accounting estimates. Should we resume operations we will
employcritical accounting estimates and will
make any and all disclosures that are necessary and
appropriate.





12


OFF-BALANCE
SHEET ARRANGEMENTS





As of December 31, 2008, we did not
have any relationships with unconsolidated entities or financial partners, such
as entities oftenreferred to as structured finance or
special purpose entities, that had been established for the purpose of
facilitating off-balance sheetarrangements or other contractually
narrow or limited purposes. As such, we are not materially exposed to any
financing, liquidity,market or credit risk that could arise
if we were engaged in such relationships.





ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provideinformation under this
item.
































































13


ITEM
8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.















































































14


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors of Darwin Resources, Inc.:




We have
audited the accompanying balance sheet of Darwin Resources, Inc. (a development
stage company) (the “Company”) as of December 31, 2008, and the related
statements of operations, changes in shareholders’ equity and cash flows for the
year ended December 31, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based upon our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Darwin Resources, Inc. (a
development stage company), as of December 31, 2008, and the results of its
operations and its cash flows for the year ended December 31, 2008 in conformity
with accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company has no present revenue, had losses of $(76,738) for the year ended
December 31, 2008, and has limited working capital. The execution of the
Company’s business plan is also dependant upon the ability to obtain outside
sources of working capital. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans regarding
these matters are described in Note 3 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
the uncertainty.





/s/
Bartolomei Pucciarelli, LLC


Lawrenceville,
New Jersey


April 15,
2009
















F -
1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors of Darwin Resources, Inc.





We have
audited the accompanying balance sheets of Darwin Resources, Inc. (a development
stage company) (the “Company”) as of December 31, 2007 and 2006, and the related
statements of operations, changes in stockholders’ deficit and cash flows for
the years ended December 31, 2007 and 2006. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based upon our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Darwin Resources, Inc., (a
development stage company), as of December 31, 2007 and 2006, and the results of
its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company has no present revenue. The Capitalization of the Company’s business
plan is also dependent upon the amount of additional funds the Company is able
to raise in the near future and the time and expenses the Company incurs as it
searches for a merger candidate. The Company’s capital resources as of December
31, 2007 are not sufficient to sustain operations or complete its planned
activities for the upcoming year unless the Company raises additional funds.
These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans regarding these matters are described in
Note 3 to the financial statements. The financial statements do not include any
adjustments that might result from the outcome of the uncertainty.





/s/ J.
Crane CPA, P.C.


Cambridge,
Massachusetts, U.S.A.


July 2,
2008








F -
2


DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)





BALANCE
SHEETS


AS OF
DECEMBER 31, 2008 AND DECEMBER 31, 2007





2008
                                                          
                                                          
                                                          2007ASSETSCurrent
      AssetsCash
                                                          
                                                          $
                                                          2,218
                                                          
                                                          
                                                          $
                                                          -Total
      Assets
                                                          
                                                          $
                                                          2,218
                                                          
                                                          
                                                          $
                                                          -




2008
                          
                          
                          2007LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesRelated
      Party Payable (Note 4)
                          
                          $
                          71,757
                          
                          
                          $
                          32,701Accrued
      Expenses
                          
                          
                          60,847
                          
                          
                          
                          20,947Total
      Liabilities
                          
                          
                          132,604
                          
                          
                          
                          53,648Commitments
      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 December 31, 2008
                            0
      shares issued as outstanding at December 31, 2007
                          
                          $
                          -
                          
                          
                          $
                          -Series
      B Preferred stock, $0.000001 par value, 5,000,000 shares
      authorized,
                            5,000,000
      shares issued and outstanding at December 31, 2008
                            0
      share issued as outstanding at December 31, 2007
                          
                          $
                          5
                          
                          
                          $
                          5Common
      stock, $0.000001 par value, 500,000,000 shares authorized,20,534,655
      shares issued and outstanding at December 31, 200820,534,655
      shares issued and outstanding at December 31, 2007
                          
                          
                          21
                          
                          
                          
                          21Additional
      Paid in Capital
                          
                          
                          49,864
                          
                          
                          
                          49,864Deficit
      Accumulated During the Development Stage *
                          
                          
                          (180,276
                          )
                          
                          
                          (103,538
                          )Total
      Stockholders' Deficit
                          
                          $
                          (130,386
                          )
                          
                          $
                          (53,648
                          )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 -
3


DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS




Year Ended
      December 31,
                                                    
                                                    
                                                    Cumulative
      Period From June 21, 2007(inception of the development stage)
      to2008
                                                    
                                                    
                                                    2007
                                                    
                                                    
                                                    December
      31, 2008Net
      Sales
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Cost
      of Sales
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Gross
      Profit
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Operating
      ExpensesBoard
      Compensation
                                                    
                                                    
                                                    24,000
                                                    
                                                    
                                                    
                                                    12,600
                                                    
                                                    
                                                    
                                                    36,600Consulting
                                                    
                                                    
                                                    36,000
                                                    
                                                    
                                                    
                                                    18,900
                                                    
                                                    
                                                    
                                                    54,900Investor
      Relations
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    6,670
                                                    
                                                    
                                                    
                                                    6,670Legal
      Fees
                                                    
                                                    
                                                    3,600
                                                    
                                                    
                                                    
                                                    11,081
                                                    
                                                    
                                                    
                                                    14,681Other
      Operating Expenses
                                                    
                                                    
                                                    10,736
                                                    
                                                    
                                                    
                                                    53,664
                                                    
                                                    
                                                    
                                                    64,400Total
      Operating Expenses
                                                    
                                                    
                                                    74,336
                                                    
                                                    
                                                    
                                                    102,915
                                                    
                                                    
                                                    
                                                    177,251Loss
      From Operations
                                                    
                                                    
                                                    (74,336
                                                    )
                                                    
                                                    
                                                    (102,915
                                                    )
                                                    
                                                    
                                                    (177,251
                                                    )Interest
      Expense
                                                    
                                                    
                                                    (2,402
                                                    )
                                                    
                                                    
                                                    (623
                                                    )
                                                    
                                                    
                                                    (3,025
                                                    )Net
      Loss Before Income Taxes
                                                    
                                                    
                                                    (76,738
                                                    )
                                                    
                                                    
                                                    (103,538
                                                    )
                                                    
                                                    
                                                    (180,276
                                                    )Provision
      for Income Taxes
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Net
      Loss
                                                    
                                                    $
                                                    (76,738
                                                    )
                                                    
                                                    $
                                                    (103,538
                                                    )
                                                    
                                                    $
                                                    (180,276
                                                    )Loss
      Per Common Share
 Basic
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )Diluted
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )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 -
4




DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)


AS OF
DECEMBER 31, 2008




Preferred Stock,
      Series B
                                                                                      
                                                                                      
                                                                                      Common StockShares
                                                                                      
                                                                                      
                                                                                      Par
                                                                                        $.000001
                                                                                      
                                                                                      
                                                                                      Shares
                                                                                      
                                                                                      
                                                                                      Par
                                                                                        $.000001
                                                                                      
                                                                                      
                                                                                      Additional
      Paid In Capital
                                                                                      
                                                                                      
                                                                                      Deficit
      Accumulated During the Development Stage
                                                                                      
                                                                                      
                                                                                      TotalBalance,
      December 31, 2006
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      20,534,655
                                                                                      
                                                                                      
                                                                                      
                                                                                      21
                                                                                      
                                                                                      
                                                                                      
                                                                                      92,510,934
                                                                                      
                                                                                      
                                                                                      
                                                                                      (92,511,065
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (110
                                                                                      )Quasi-Reorganization,
      Deficit Eliminated to Additional Paid in Capital - June 21,
      2007
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      (92,511,065
                                                                                      )
                                                                                      
                                                                                      
                                                                                      92,511,065
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Issuance
      of Preferred Stock for Cash  - June 28, 2007
                                                                                      
                                                                                      
                                                                                      5,000,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      5
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      49,995
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      50,000Net
      loss
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (103,538
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (103,538
                                                                                      )Balance,
      December 31, 2007
                                                                                      
                                                                                      
                                                                                      5,000,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      5
                                                                                      
                                                                                      
                                                                                      
                                                                                      20,534,655
                                                                                      
                                                                                      
                                                                                      
                                                                                      21
                                                                                      
                                                                                      
                                                                                      
                                                                                      49,864
                                                                                      
                                                                                      
                                                                                      
                                                                                      (103,538
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (53,648
                                                                                      )Net
      loss
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      --
                                                                                      
                                                                                      
                                                                                      
                                                                                      --
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      (76,738
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (76,738
                                                                                      )Balance,
      December 31, 2008
                                                                                      
                                                                                      
                                                                                      5,000,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      5
                                                                                      
                                                                                      
                                                                                      
                                                                                      20,534,655
                                                                                      
                                                                                      
                                                                                      
                                                                                      21
                                                                                      
                                                                                      
                                                                                      
                                                                                      49,864
                                                                                      
                                                                                      
                                                                                      
                                                                                      (180,276
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (130,386
                                                                                      )
























The
accompanying notes are an integral part of these financial
statements.
 F -
5
 DARWIN
RESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS




Year
      Ended
                              December
      31, 2008
                            
                            
                            Year
      Ended
                              December
      31, 2007
                            
                            
                            Cumulative
      Period From June 21, 2007 (inception of the development stage) to December
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                            
                            $
                            (76,738
                            )
                            
                            $
                            (103,538
                            )
                            
                            $
                            (180,276
                            )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Changes
      in Assets and LiabilitiesAccrued
      Expenses
                            
                            
                            39,900
                            
                            
                            
                            20,947
                            
                            
                            
                            60,847NET
      CASH USED IN OPERATING ACTIVITIES
                            
                            
                            (36,838
                            )
                            
                            
                            (82,591
                            )
                            
                            
                            (119,429
                            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      From Related Party Payable
                            
                            
                            39,056
                            
                            
                            
                            32,591
                            
                            
                            
                            71,647Proceeds
      From Sale of Stock
                            
                            
                            -
                            
                            
                            
                            50,000
                            
                            
                            
                            50,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                            
                            
                            39,056
                            
                            
                            
                            82,591
                            
                            
                            
                            121,647INCREASE
      IN CASH
                            
                            
                            2,218
                            
                            
                            
                            -
                            
                            
                            
                            2,218CASH
      - BEGINNING OF PERIOD
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -CASH
      - END OF PERIOD
                            
                            $
                            2,218
                            
                            
                            $
                            -
                            
                            
                            $
                            2,218Supplemental
      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 -
6
 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 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 trademarkes 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,
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.





F -
7


On June
28, 2007, in accordance with the order and in lieu of repayment of Mark
Rentschler’s capital contribution, the Company issued 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. 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 mergingwith Vitech
America, Inc., a Florida Corporation, so as to effect a re-domicile to
Delaware.  The Delaware Corporation is authorized to issue 500,000,000
shares of $0.000001 par value common stock and 8,000,000 shares of $0.000001 par
value preferred stock. On September 28, 2007, both Vitech America, the Florida
corporation and Darwin Resources, the Delaware corporation, signed and filed
Articles of Merger, with the respective states, pursuant to which the Delaware
corporation, Darwin Resources, was the surviving entity.  The
shareholders of record of Vitech America, Inc. received 1 share ofnew common
stock for every 1 share of Vitech America common stock and 1 share for every 1
share of preferred stock they owned.





On
September 28, 2007, the Company changed its name to Darwin Resources Inc. The
name was notmeant to be
indicative of the Company's business plan or purpose. As more fully described
herein under theheading
"Current Business Plan", Darwin Resources’s current business plan is to seek,
investigate and, ifsuch
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firmswho or which
desire to seek the perceived advantages of an Exchange Act registered
corporation.





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





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 December 31, 2008, the company
had a total deficit of $180,276 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 $180,276 as of December 31,
2008.




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





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. 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.




F -
8


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 receivables. 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. The Company periodically reviews its
trade receivables in determining its allowance for doubtful
accounts.




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 years ended December 31, 2008 and 2007,
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 48
were not material during the years ended December 31, 2008 and 2007,
respectively.




Revenue
Recognition




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




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




F -
9


Related
Party Transactions




Related
party transactions are fully disclosed within Darwin Resources, Inc.’s financial
statements for the years ended December 31, 2008 and 2007,
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 years ended December 31, 2008 and 2007 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. 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 2007 financial statements to conform to
classifications used in the 2008 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 $180,276 as of December 31, 2008. The Company continues to
incur expenses as a result of being a public company and also during its search
for a merger candidate. The ability of the Company to operate as a going concern
depends upon its ability to obtain outside sources of working capital and/or
generate positive cash flow from operations. Management is aware of these
requirements and is undertaking specific measures to address these liquidity
concerns. Specifically, the Company has refocused its efforts on suitable merger
candidates. The Company believes its outlook is promising and in particular that
internal cashflows will improve and sources of external financing will continue
to be available upon demand. Notwithstanding the foregoing, there can be no
assurance that the Company will be successful in obtaining such financing, that
it will have sufficient funds to execute its business plan or that it will
generate positive operating results. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.








F -
10


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 years ended December 31, 2008 and 2007
respectively:


Beginning
      balance payable, as of December 31, 2006
                            
                            $
                            110Accrued
      board compensation
                            
                            
                            12,600Interest
      accrued on outstanding balance
                            
                            
                            623Expenses
      paid on behalf of the Company
                            
                            
                            19,368Ending
      balance payable, as of December 31, 2007
                            
                            $
                            32,701





Beginning
      balance payable, as of December 31, 2007
                        
                        $
                        32,701Accrued
      board compensation
                        
                        
                        24,000Loan
      to Company
                        
                        
                        10,000Interest
      accrued on outstanding balance
                        
                        
                        2,402Expenses
      paid on behalf of the Company
                        
                        
                        2,654Ending
      balance payable, as of December 31, 2008
                        
                        $
                        71,757








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




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




The
components of current income tax expense for the years ended December 31, 2008
and 2007, respectively, consisted of the following:




December
      31, 2008
                      
                      
                      December
      31, 2007Current
      federal tax expense
                      
                      $
                      -
                      
                      
                      $
                      -Current
      state tax expense
                      
                      
                      -
                      
                      
                      
                      -Change
      in NOL benefits
                      
                      
                      31,400
                      
                      
                      
                      42,400Change
      in valuation allowance
                      
                      
                      (31,400
                      )
                      
                      
                      (42,400
                      )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:




December
      31, 2008
                                            
                                            
                                            December
      31, 2007Tax
      expense (credit) at statutory rate-federal
                                            
                                            (35%)
                                            
                                            
                                            (35%)State
      tax expense net of federal tax
                                            
                                            (6%)
                                            
                                            
                                            (6%)Changes
      in valuation allowance
                                            
                                            (41%)
                                            
                                            
                                            (41%)Tax
      expense at actual rate
                                            
                                            0%
                                            
                                            
                                            0%





These net
operating loss carry forwards begin to expire in 2028.





F -
11


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
                        
                        2008
                        
                        
                        2007Net
      (Loss) Income
                        
                        $
                        (76,738
                        )
                        
                        $
                        (103,538
                        )(Loss)
      Income available to common stockholders
                        
                        $
                        (76,738
                        )
                        
                        $
                        (103,538
                        )Basic
      (Loss) Income per common share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )Weighted-average
      shares used to compute:Basic
      (Loss) Income per share
                        
                        
                        20,534,655
                        
                        
                        
                        20,534,655











Diluted Earning Per Share Computation
                                  
                                  2008
                                  
                                  
                                  2007Net
      (Loss) Income
                                  
                                  $
                                  (76,738
                                  )
                                  
                                  $
                                  (103,538
                                  ))(Loss)
      Income available to common stockholders
                                  
                                  $
                                  (76,738
                                  )
                                  
                                  $
                                  (103,538
                                  ))Diluted
      (Loss) Income per common share
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.01
                                  ))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
December 31, 2008, 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:





F -
12


Common
stock:





1.
            Authorized
      shares are 500,000,000


2.
            Voting
      rights are equal to one vote per share of
stock


3.
            Par
      value of $0.000001





Series A
Preferred Stock:





1.
            Authorized
      shares are 3,000,000


2.
            Voting
      rights are equal to one vote per share of
stock


3.
            Par
      value of $0.000001





Series B
Preferred Stock:





1.
            Authorized
      shares are 5,000,000


2.
            Voting
      rights are equal to the larger of 1,000 votes per share of stock or 51% of
      the total voting rights of the Company’s stockholders when considering all
      classes of stock.


3.
            Par
      value of $0.000001


4.
            The
      right to the majority of the seats on the Company’s board of
      directors





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








F -
13


ITEM
9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE








(1)           
Previous Independent Auditors:




(i) On April 9, 2009, our Board of Directors (the “Board”) received notice from
J. Crane CPA, P.C. (“Crane”) that Crane was resigning as the Company's
independent registered public accounting firm.  On April 9, 2009, we
engaged Bartolomei Pucciarelli, LLC (“Bartolomei”) as our principal independent
accountant.  This decision to engage Bartolomei was ratified by the
majority approval of our Board of Directors.




(ii)
Other than the disclosure of uncertainty regarding the ability for us to
continue as a going concern which was included in Crane's audit report on the
financial statements for the past two years, the principal accountant’s report
on the financial statements for either of the past two years did not contain an
adverse opinion or disclaimer of opinion, or was not modified as to uncertainty,
audit scope, or accounting principles.  For the two most recent fiscal
years and any subsequent interim period through Crane’s resignation on April 9,
2009, Crane disclosed the uncertainty regarding our ability to continue as a
going concern in its accountant’s report on the financial statements for
us.  There has been no other disagreements between us and Crane on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Crane would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports.




(iii) Our
Board of Directors approved the decision to engage Bartolomei.




(iv) In
connection with its review of financial statements through April 9, 2009, other
than the disclosure listed in subparagraph (ii), there have been no
disagreements with Crane on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Crane would have caused
them to make reference thereto in their report on the financial
statements.




(v)  During
the two most recent audit periods ending December 31, 2006 and 2007 and the
interim periods through April 9, 2009 there have been no other reportable events
with us as set forth in Item 304(a) (i) (v) of Regulation S-K.




(vi) We
requested that Crane furnish us with a letter addressed to the SEC stating
whether or not it agrees with the above statements.  A copy of such
letter is filed as an Exhibit to Form 8/A filed on April 15, 2009 and
incorporated herein by reference.




(2) New
Independent Accountants:




(i)  We
engaged Bartolomei as our new independent auditors as of April 9,
2009.  Prior to such date, we did not consult with
Bartolomei regarding (i) the application of accounting principles, (ii) the
type of audit opinion that might be rendered, or (iii) any other matter that was
the subject of a disagreement between the Company and its former auditor as
described in Item 304(a)(1)(iv) of Regulation S- B.





15


ITEM
9A. CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.





Management's
Annual Report on Internal Control Over Financial Reporting.





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, 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.




Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 3008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was 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.




Changes
in Internal Control over Financial Reporting





No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.







ITEM
9B. OTHER
INFORMATION





None





PART
III





ITEM
10. DIRECTORS, EXECUTIVES
OFFICERS AND CORPORATE GOVERNANCE.





The
following individual was serving as our executive officer on December 31,
2008:




Name
            Age
            PositionMark
      Rentschler
            51
            President,
      CEO, Director,Secretary,
      Treasurer







Mark Rentschler (51) Mr.
Rentschler has served as our Chief Executive Officer, Interim Chief Financial
Officer, President, Secretary, Treasurer, and director since June 21,
2007.  Since 2002, Mr. Rentschler has been employed as a consultant,
assisting corporations with the implementation of internal procurement programs
and the development of supplier diversity programs.  He specializes in
developing procurement standards for purchased products and procedures for
reviewing, approving and implementing those standards.  Mr. Rentschler
received his Bachelors of Science in Fundamental Science from Lehigh University,
Bethlehem PA in 1979, and his Ph.D. in Geology from Stanford University,
Stanford CA, in 1989.





16


All executive officers are elected by
the Board and hold office until the next Annual Meeting of stockholders and
until theirsuccessors are elected and
qualify.





Compliance
With Section 16(a) Of The Exchange Act





Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires the registrant's officers and
directors, and personswho own more than 10% of a registered
class of the registrant's equity securities, to file reports of ownership and
changes inownership of equity securities of the
Registrant with the Securities and Exchange Commission. Officers, directors and
greater-than10% shareholders are required by the
Securities and Exchange Commission regulation to furnish the registrant with
copies of allSection 16(a) forms that they
file.





ITEM
11. EXECUTIVE
COMPENSATION





(a)
            Compensation.





The following table sets forth
compensation awarded to, earned by or paid to our Chief Executive Officer for
the years ended September 30, 2008 and 2007 (collectively, the "Named Executive
Officer").





SUMMARY
COMPENSATION TABLE


Name and
                                      principal
      position
                                    Year
                                    Salary
                                    Bonus
                                    Stock
                                      Awards
                                    Option
                                      Awards
                                    Non-Equity
                                      Incentive Plan
                                      Compensation
                                    Nonqualified
                                      Deferred
                                      Compensation
                                      Earnings
                                    All Other
                                      Compensation
                                    TotalMark
      Rentschler, CEO
                                    20082007





OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2008


OPTION
      AWARDS
            STOCK
      AWARDS





Name
                                    Number of
                                      Securities
                                      Underlying
                                      Unexercised
                                      Options
                                      (#)
                                      Exercisable
                                    Number of
                                      Securities
                                      Underlying
                                      Unexercised
                                      Options
                                      (#)
                                      Unexercisable
                                    EquityIncentivePlanAwards:
                                      Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions
                                      (#)
                                    OptionExercisePrice
                                      ($)
                                    OptionExpirationDate
                                    Numberof Sharesor Unitsof StockThatHave NotVested
                                      (#)
                                    MarketValue ofShares orUnits ofStockThatHaveNotVested
                                      ($)
                                    EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThat HaveNotVested
                                      (#)
                                    EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNotVested(#)Mark
      Rentschler
                                    0
                                    0
                                    0
                                    0
                                    0
                                    0
                                    0
                                    0
                                    0











17


DIRECTOR
COMPENSATION


Name
                                  Fees
                                    Earned or
                                    Paid in
                                    Cash
                                  Stock
                                    Awards
                                  Option
                                    Awards
                                  Non-Equity
                                    Incentive
                                    Plan
                                    Compensation
                                  Change in
                                    Pension
                                    Value and
                                    Nonqualified
                                    Deferred
                                    Compensation
                                    Earnings
                                  All
                                    Other
                                    Compensation
                                  TotalMark
      Rentschler
                                  24,000
                                  0
                                  0
                                  0
                                  0
                                  0
                                  24,000








ITEM
12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table sets forth certain information regarding the beneficial
ownership of Common Stock as of December 31, 2008, foreach
person, other than directors and executive officers, who is known by us to own
beneficially five percent (5%) or more of itsoutstanding
Common Stock.





Security
Ownership of five percent (5%) Shareholders




Security
Ownership of five percent (5%) Shareholders




Title
      of Class
                Name
      of Beneficial Owner
                Amount
      and Nature of Beneficial Ownership(1)
                Percent
      of Class(1)Common
                Mark
      Rentschler
                0
                0%Preferred
                Mark
      Rentschler
                5,000,000
                100%





Security
Ownership of Management





The
following table sets forth certain information regarding the beneficial
ownership of Common Stock as of December 31, 2008 for the
following:





Security
Ownership of Management


Title
      of Class
                Name
      of Beneficial Owner
                Amount
      and Nature of Beneficial Ownership(1)
                Percent
      of Class(1)Common
                Mark
      Rentschler
                0
                0%Preferred
                Mark
      Rentschler
                5,000,000
                100%





(1) Each
share of series B preferred stock entitles the holder thereof to 1,000 votes for
each share owned of record on all matters votedupon by
shareholders, and a majority vote is required for all actions to be taken by
shareholders.  Additionally, the preferred stock, as a whole, have
been awarded voting rights such that the voting rights of the preferred
stockholders will always be equal to at least 51% of the voting rights in the
Company's securities, namely common stock and preferred stock.





ITEM
13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





None





ITEM
14. PRINCIPAL ACCOUNTING
FEES AND SERVICES





Audit
Fees





We were billed $5,555 for the fiscal
year ended December 31, 2008 and $0 for the fiscal year ended December 31, 2007
forprofessional services rendered by the
principal accountant for the audit of our annual financial statements, the
review of our quarterlyfinancial statements, and other
services performed in connection with our statutory and regulatory
filings.





Audit Related
Fees





There were $0 in audit related fees for
the fiscal year ended December 31, 2008 and $0 in audit related fees for the
fiscal year endedDecember 31, 2007. Audit related fees
include fees for assurance and related services rendered by the principal
accountant related tothe audit or review of our financial
statements, not included in the foregoing paragraph.





18


Tax
Fees





Tax fees
were $0 for the fiscal year ended December 31, 2008 and $0 for the fiscal year
ended December 31, 2007.





All
Other Fees





There
were no other professional services rendered by our principle accountant during
the last two years that were not included in the above paragraphs.





Preapproval
Policy





Our Board of Directors reviews and
approves audit and permissible non-audit services performed by its independent
accountants, aswell as the fees charged for such
services. In its review of non-audit service fees and its appointment of
Bartolomei as the Company's independent accountants, the Board of Directors
considered whether the provision of such services iscompatible with maintaining
independence.





PART
IV





ITEM
15. EXHIBITS, FINANCIAL
STATEMENTS, SCHEDULES





(a)                 Financial Statements and Schedules. The
following financial statements and schedules for the Company as ofDecember 31, 2008 are filed as part of
this report.


(1)                 Financial statements of the Company and
its subsidiaries.


(2)                 Financial Statement
Schedules:





All schedules are omitted because they
are not applicable or the required information is shown in the financial
statements or notesthereto.





(A) EXHIBITS.





The following Exhibits are incorporated
herein by reference or are filed with this report as indicated
below.








Exhibit
No.
            Description of
      Exhibits





3.01
            Certificate of Incorporation(1)


3.02
            By-laws(1)


31.1
            Certification pursuant to
      Sarbanes-Oxley Section 302


32.1
            Certification pursuant to 18
      U.S.C. Section 1350





(1)Previously filed on August 14, with Form 10-12G









SIGNATURES





In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




DARWIN
      RESOURCES, INC.Date:
      April 15, 2009
            By:
            /s/  Mark
      RentschlerMark
      RentschlerPresident
      and Principal Executive Officer








19