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 SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2009





[   ]

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





OR





For the transition period from ________________ to ________________





Commission file number 000-21369








DARWIN RESOURCES, INC.


(Exact name of 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.   [   ]  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.   [   ]








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 [   ]  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
[   ]

Accelerated filer
[   ]Non-accelerated filer
[   ]

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 [   ]  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, 2009 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 [  
] 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 April 9, 2010.





(DOCUMENTS INCORPORATED BY REFERENCE)





None























1





Index
Page NumberPART IITEM 1.
Business
3ITEM 1A.
Risk Factors
6ITEM 1B.
Unresolved Staff Comments
9ITEM 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
10ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
12ITEM 8.
Financial Statements and Supplementary Data
13ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
14ITEM 9A.
Controls and Procedures
14ITEM 9B.
Other Information
16ITEM 10.
Directors, Executive Officers and Corporate Governance
16ITEM 11.
Executive Compensation
16ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
17ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
18ITEM 14.
Principal Accounting Fees and Services
18ITEM 15.
Exhibits, Financial Statement Schedules
19SIGNATURES

19
















2
 PART I





This annual report on Form 10-K contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and our Management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be
made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult
to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention 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-operating shell corporation.  We intend to effect a merger, acquisition or other business combination with an operating company by using a combination of capital stock, cash on hand, or other funding sources, if available.  We intend to devote a substantial amount 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 powers of the receivership include:





3


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


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


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


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


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





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





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





Change of Control





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





On June 28, 2007, in consideration for the capital contribution by Mark Rentschler, the Company issued Dawning 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 Dawning Street Corp., the holder of approximately 99% of the voting rights in the Company's outstanding common and preferred stock.  The voting rights also provided that in no event will the preferred stock voting rights consist of less than 51% of the total voting rights in the Company's outstanding common and preferred stock.





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





Accordingly, DSC is an affiliated entity.





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





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





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





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.





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 specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.
This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.





4


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





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





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





The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors. We intend to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of our officers and directors. In analyzing prospective business
opportunities, we will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which maybe available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact
our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors. Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and investigation to evaluate the above factors.





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





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





Acquisition of Opportunities





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





5


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





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





With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities,
our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or 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 the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated withour attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.





GOVERNMENT REGULATIONS





As a registered corporation, Darwin Resources, Inc. is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "34 Act") which includes the preparation and filing of periodic, quarterly and annual reports on Forms 8K, 10Q and 10K.  The 34 Act specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the `34 Act.





Competition





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





Employees





We have no employees. Our business will be managed by our officer and directors, who may become employees. We do not anticipate a need to engage any full time employees at this time. The need for employees and their availability will be addressed in connection 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 those persons who are able to afford a loss of their entire investment. In evaluating the Company and our business, prospective investors should 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 combination with an operating company by using a combination of capital stock, cash on hand, or other funding sources, if available. There can be no assurances that we will be successful in identifying acquisition candidates
or that if identified we will be able to consummate a transaction on terms acceptable to us.





6


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 financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business 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 consummate such 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, 2009, we had an accumulated deficit of $270,011. 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or even worthless.





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 or securities 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 To Rule 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 a company that is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to 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 of the Securities Act of 1933, as amended (“ Rule 144 ”) is not available to our shareholders and we are required to comply with additional 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 or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we are a “shell
company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 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 period of at least twelve months has elapsed from the date “Form 10 information”
has been filed with the Commission reflecting the Company’s status as a non-shell company.  Because none of our securities can be sold pursuant to Rule 144, until at least a year after we cease to be a shell company, any securities we issue to consultants, employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease 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 our consultants with our securities instead of cash.  Additionally, as we may not ever cease to be a blank check company or a shell company, 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. A conflict 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 of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that we will be successful in locating candidates
meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.





7


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 business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies, which may be merger or acquisition target candidates for
us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also 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 No Standards For Potential Business Combinations, And As A Result, Our Management Has Sole Discretion Regarding Any Potential Business Combination.





We have no current arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry
or specific business within an industry for evaluation by us. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria, which we will require 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, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.





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 in similar business activities. Mr. Rentschler is also an officer and director of the following companies:


- Andorra Capital Corp.;
- Genetic Vector, Inc.;
- Pinecrest Investment Group, Inc.; and

Mr. Rentschler has not identified and is not currently negotiating a new business opportunity for us. He is associated or affiliated with entities engaged in business activities similar to those which we intend to conduct. Consequently, he may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In the event that a conflict of interest
shall arise, he will consider factors such as reporting status, availability of audited financial 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 certain information about significant acquisitions including audited financial statements for the company acquired and a detailed description of the business operations and risks associated with such company's operations.
The time and additional costs that may be incurred by some target companies to prepare such financial statements and descriptive information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Additionally, acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.





8


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 transactions contemplated by us. Even in the event demand exists for a transaction of the type contemplated by us, there is no assurance we will be successful 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 one target company. Consequently, our activities will be limited to those engaged in by the business entity which we will merge with or acquire. Our inability to diversify our activities into a number of areas may
subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.





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 company obtaining a controlling interest in the Company. Any such business combination may require our shareholder to sell or transfer all or a portion of their common stock. The resulting change in control of the
Company will likely result in removal of the present management 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 our issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock would result in a reduction in percentage of shares owned by our present shareholders
and could therefore result in a change in control of our management.





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, we will have to rely upon unaudited information that has not been verified by
outside auditors in making our decision to engage in a transaction with the business entity. The lack of the type of independent verification which audited financial statements would provide increases the risk that we, in evaluating a transaction with such a target company, will not have the benefit of full and accurate information about the financial condition and operating history of the target company. This risk increases the prospect that a business combination 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 the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons 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 consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as 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 stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.





ITEM 1B.
UNRESOLVED STAFF COMMENTS





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





9




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 do not 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. We do 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 as described 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





None.





PART II





ITEM 5.
MARKET REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PERCHASES OF EQUITY SECURITIES





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





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, 2009 and 2008.  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 2009December 31, 2009

$
0.011


$
0.003September 30, 2009

$
0.010


$
0.003June 30, 2009

$
0.006


$
0.001March 31, 2009

$
0.004


$
0.001Fiscal Year 2008December 31, 2008

$
0.008


$
0.001September 30, 2008

$
0.010


$
0.002June 30, 2008

$
0.010


$
0.002March 31, 2008

$
0.030


$
0.003





As of December 31, 2009, 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.





10





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.





RESULTS OF OPERATIONS




FISCAL YEAR ENDED DECEMBER 31, 2009 COMPARED TO


FISCAL YEAR ENDED DECEMBER 31, 2008





Revenues





Revenues were $0 for the fiscal year ended December 31, 2009 and December 31, 2008.





Operating Expenses





Operating expenses excluding the cost of revenues for the fiscal year ended December 31, 2009 were $87,754 compared to $74,336 for the year ended December 31, 2008.  This 18% increase in operating expenses was the result of professional fees and an increase of administrative costs attributed to negotiations and activity related to
prospective merger or acquisition candidate.





(Loss) From Operations





Loss from operations for the year ended December 31, 2009 was $89,735 as compared to $76,738 for the year ended December 31,2008.  The increase in net loss is directly attributable to the increase in operating expenses described above.





Net Income (Loss) Applicable to Common Stock





Net loss applicable to Common Stock was $89,735 for the fiscal year ended December 31, 2009 compared to net loss of $76,738 for the year ended December 31, 2008. Net loss per common share was ($0.00) and ($0.00) for the years ended December 31, 2009 and December 31, 2008, 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 common ownership or control or directly from our officers and directors and we believe we can satisfy the Company's cash requirements so long as it is able to obtain financing from these affiliated companies.  We
currently expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We have also been exploring alternative financing sources.





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





11


As of December 31, 2009, the Company had current assets consisting of cash and cash equivalents in the amount of $404.  As of December 31, 2009, the Company had current liabilities consisting of accounts payable, a related party payable, and loans payable - other of $5,000, $97,738 and $117,787, respectively.





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





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





RECENT ACCOUNTING PRONOUNCEMENTS





We continue to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards 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 employ critical accounting estimates and will make any and all disclosures that are necessary and appropriate.





OFF-BALANCE SHEET ARRANGEMENTS





As of December 31, 2009, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities that had been established for the purpose of facilitating off-balance sheet arrangements 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 provide information under this item.






















12


ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.




INDEX TO FINANCIAL STATEMENTS
 
 Page No.Report of Independent Registered Public Accounting Firm
F-1Balance Sheets as of December 31, 2009 and December 31, 2008
F-2Statements of Operations as of December 31, 2009 and December 31, 2008
F-3Statements of Stockholders' (Deficit) as of December 31, 2009
F-4Statements of Cash Flows as of December 31, 2009 and December 31, 2008
F-5Notes to Financial Statements
F-6


13


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and
 Stockholders 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, 2009 and 2008, and the related statements of income, stockholders’ equity and
comprehensive income, and cash flows for each of the years ended December 31, 2009 and December 31, 2008. Darwin Resources, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements
based on 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 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 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, 2009 and 2008, and the results
of its operations and its cash flows for each of the years ended December 31, 2009 and 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 shown in the accompanying financial statements, the Company has a working capital deficiency of approximately
$220,000 and $130,000 as of December 31, 2009 and 2008, respectively, has had net losses of $89,735, $76,738 and $270,011 for the years ended December 31, 2009 and 2008 and for the period June 21, 2007 (date of Inception) through December 31, 2009., respectively, and has an accumulated deficit of approximately
$270,000 and $180,000 as of December 31, 2009 and 2008, respectively. These factors 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. The financial statements do not include adjustments that might result from the
outcome of this uncertainty.
 
 /s/ Bartolomei Pucciarelli, LLCLawrenceville, NJ
 April 9, 2010










F-1
 DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)

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


2009


2008ASSETSCurrent AssetCash

$
404


$
2,218Total Assets

$
404


$
2,218LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current LiabilitesAccounts Payable

$
5,000


$
-Related Party Payable (Note 4)


97,738



71,757Loans Payable - Other (Note 4)


117,787



60,847Total Liabilites


220,525



132,604Commitments and Contingencies (Note 6)Stockholders' Deficit (Note 8)Series A Preferred stock, $0.000001 par value, 3,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2009 and December 31, 2008


-



-Series B Preferred stock, $0.000001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2009 and December 31, 2008


5



5Common stock, $0.000001 par value, 500,000,000 shares authorized, 20,534,655 shares issued and outstanding at December 31, 2009 and December 31, 2008


21



21Additional Paid in Capital


49,864



49,864Deficit Accumulated During the Development Stage*


(270,011
)


(180,276
)Total Stockholders' Deficit


(220,121
)


(130,386
)Total Liabilities and Stockholders' Deficit

$
404


$
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-2
 DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
AS OF DECEMBER 31, 2009 AND DECEMBER 31, 2008





Year Ended December 31,


Cumulative Period from June 21, 2007 (inception of development stage) to2009


2008


December 31, 2009Net Sales

$
-


$
-


$
-Cost of Sales


-



-



-Gross Profit (Loss)


-



-



-Operating ExpensesBoard Compensation


24,000



24,000



60,600Consulting


36,000



36,000



90,900Investor Relations


1,726



-



8,396Legal


2,280



3,600



16,961Other Operating Expenses


23,748



10,736



88,148Total Operating Expenses


87,754



74,336



265,005Loss from Continuing Operations


(87,754
)


(74,336
)


(265,005
)Interest Expense


(1,981
)


(2,402
)


(5,006
)Net Loss Before Income Taxes


(89,735
)


(76,738
)


(270,011
)Provison for Income Taxes


-



-



-Net Loss

$
(89,735
)

$
(76,738
)

$
(270,011
)Loss Per Common ShareBasic and Diluted

$
(0.00
)

$
(0.00
)

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


20,534,655



20,534,655



20,534,655





The accompanying notes are an integral part of these financial statements.
 F-3
 DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' (DEFICIT)
AS OF DECEMBER 31, 2009





Preferred Stock, Series B


Common Stock


Additional


Deficit Accumulated During theShares


Par $.000001


Shares


Par $.000001


Paid In Capital


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
)Net loss


-



-



-



-



-



(89,735
)


(89,735
)Balance, December 31, 2009


5,000,000


$
5



20,534,655


$
21


$
49,864


$
(270,011
)

$
(220,121
)































The accompanying notes are an integral part of these financial statements.
 F-4
 DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
AS OF DECEMBER 31, 2009 AND DECEMBER 31, 2008





Year End December 31, 2009


Year End December 31, 2008


Cumulative Period from June 21, 2007 (inception of development stage) to December 31, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(89,735
)

$
(76,738
)

$
(270,011
)Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:Non Cash Consulting Fees


-



-



50,000Changes in Assets and LiabilitiesIncrease in Accounts Payable


5,000



-



5,000NET CASH USED IN OPERATING ACTIVITES


(84,735
)


(76,738
)


(215,011
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds From Loans Payable - Other


56,940



39,900



121,556Proceeds From Related Party Payable


25,981



39,056



93,859NET CASH PROVIDED BY FINANCING ACTIVITIES


82,921



78,956



215,415(DECREASE) INCREASE IN CASH


(1,814
)


2,218



404CASH - BEGINNING OF PERIOD


2,218



-



-CASH - END OF PERIOD

$
404


$
2,218


$
404Supplemental 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-5
 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.





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.





F-6


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





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





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





BASIS OF PRESENTATION





On June 21, 2007 , the 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 2010, if not sooner. As of December 31, 2009, the company had a total deficit of $270,011 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 $270,011as of December 31, 2009.





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





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





General Statement





The SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” (“FRR 60”), suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. 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-7


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





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




Concentrations of Credit Risk





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





Income Taxes





The Company adopted the provisions of ASC No. 740, “Accounting for Uncertainty in Income Taxes - an interpretation of ASC Statement 730” (“ASC No. 740”), (formerly known as “FIN No. 48”), in August 2009. ASC 740 requires that the impact of tax positions be recognized in the financial statements if they are
more likely than not of being sustained upon examination, based on the technical merits of the position. As discussed in the consolidated financial statements in the 2008 Form 10-K, the Company has a valuation allowance against the full amount of its net deferred tax assets. The Company currently provides a valuation allowance against deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. There was no significant impact to the Company as
a result of adopting ASC 740 and there are no interests or penalties accrued as management believes the Company has no uncertain tax positions at December 31, 2009.




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





Revenue Recognition





The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.





Sales are recognized upon shipment of products to customers. Expenses are accounted for as a direct reduction to revenues.




The Company did not earn any revenue in 2009 and 2008.





Related Party Transactions





Related party transactions are fully disclosed within Darwin Resources, Inc.’s financial statements for years ended December 31, 2009 and 2008, respectively.





F-8


Net Loss per Common Share





Net loss per common share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period.  Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding
during the period.





During the three and twelve months ended December 31, 2009 and 2008, the Company a net loss per common share, basic and diluted was $0 and $0 for the twelve months ended December 31, 2009 and 2008, and $0 and $0 for the three months ended December 31, 2009 and 2008, respectively.  The weighted-average of shares used was 20,534,655.





Stock-Based Compensation





All share-based payments to employees are recorded and expensed in the statement of operations. Measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of employee stock options based on estimated fair values.





Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures. Forfeitures are to be estimated at the time of grant and revised, if necessary in subsequent periods if actual forfeitures differ from those estimates.





Stock based compensation for the twelve and three months ended December 31, 2009 and 2008 was $0 and $0, respectively.





Foreign currency translation





The reporting currency of the Company is the US dollar. The Company’s principal operating subsidiary established in Brazil utilizes the local currency, the "real," as the functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at
the unified exchange rate as quoted by the Wall Street Journal at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in stockholders’ equity on the balance sheets. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.





Reclassifications





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





Recent Accounting Pronouncements





Effective July 1, 2009, the Company adopted The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). This standard establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting
Standards Codification (the “Codification”) became the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. The Company began using the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the third quarter of fiscal 2009. As the Codification
was not intended to change or alter existing GAAP, it did not have a material impact on the Company’s financial statements.





F-9


Effective June 30, 2009, the Company adopted three accounting standard updates which were intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and impairments of securities. They also provide additional guidelines for estimating fair value in accordance with fair value accounting.
The first update, as codified in ASC 820-10-65, provides additional guidelines for estimating fair value in accordance with fair value accounting. The second accounting update, as codified in ASC 320-10-65, changes accounting requirements for other-than-temporary-impairment (OTTI) for debt securities by replacing the current requirement that a holder have the positive intent and ability to hold an impaired security to recovery in order to conclude an impairment was temporary with a requirement that an entity
conclude it does not intend to sell an impaired security and it will not be required to sell the security before the recovery of its amortized cost basis. The third accounting update, as codified in ASC 825-10-65, increases the frequency of fair value disclosures. These updates were effective for fiscal years and interim periods ended after June 15, 2009. The adoption of these accounting updates did not have a material impact on the Company’s financial statements.





Effective June 30, 2009, the Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously
referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures,
and therefore the adoption did not have a material impact on the Company’s financial statements.





Effective January 1, 2009, the Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under
intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combinations accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s financial statements.





In February 2008, the FASB issued an accounting standard update that delayed the effective date of fair value measurements accounting for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the
beginning of the first quarter of fiscal 2009. These include goodwill and other non-amortizable intangible assets. The Company adopted this accounting standard update effective January 1, 2009. The adoption of this update to non-financial assets and liabilities, as codified in ASC 820-10, did not have a material impact on the Company’s financial statements.





Effective January 1, 2009, the Company adopted a new accounting standard update regarding business combinations. As codified under ASC 805, this update requires an entity to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further
requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. The adoption did not have a material impact on the Company’s financial statements.





In September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13). It updates the existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance
in EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update to its financial statements.





F-10


Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB
Accounting Standards Codification(the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded
all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.





Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures
– Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.





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 $270,011 as of December 31, 2009. The Company continues to incur expenses as a result
of being a public company and also during its search for a merger candidate. The ability of the Company to operate as a going concern depends upon its ability to obtain outside sources of working capital and/or generate positive cash flow from operations. Management is aware of these requirements and is undertaking specific measures to address these liquidity concerns. Specifically, the Company has refocused its efforts on suitable merger candidates. The Company believes its outlook is promising and in particular
that internal cash flows will improve and sources of external financing will continue to be available upon demand. Notwithstanding the foregoing, there can be no assurance that the Company will be successful in obtaining such financing, that it will have sufficient funds to execute its business plan or that it will generate positive operating results. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a going concern.





NOTE 4 - LOANS PAYABLE





(A) Related Party





The table below details transactions for the related party payable to entities affiliated with the Company's President during the years ended December 31, 2009 and 2008 respectively:




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




F-11




Beginning balance payable, as of December 31, 2008

$
71,757Accrued board compensation


24,000Interest accrued on outstanding balance


1,981Ending balance payable, as of December 31, 2009

$
97,738





Beginning on July 1, 2009 interest is no longer being assessed on outstanding balance.





(B) Loans Payable - Other





During the year ended December 31, 2009 and prior years, an unrelated individual paid expenses on behalf of the Company.  The individual is assisting in the identification of a merger candidate and repayment is expected once a merger transaction is consummated.  The advance was non-interest bearing, unsecured and due on
demand.  The balance outstanding as of December 31, 2009 was $117,784 as shown below.





Beginning balance payable, as of December 31, 2008

$
60,847Expenses incurred during the year


56,940Ending balance payable, as of December 31, 2009

$
117,787





NOTE 5 - INCOME TAXES





The Company recognized deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards.  The Company will establish a valuation allowance
to reflect the likelihood of realization of deferred tax assets.




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




December 31, 2009


December 31, 2008Tax Benefit from Net operating loss carry forward

$
101,605


$
67,800Valuation allowance


(101,605
)


(67,800
)Net deferred tax asset

$
-


$
-





The components of current income tax expense for the years ended December 31, 2009 and 2008, respectively, consisted of the following:




December 31, 2009


December 31, 2008Current federal tax expense

$
-


$
-Current state tax expense


-



-Change in NOL benefits


33,800



31,400Change in valuation allowance


(33,800
)


(31,400
)Income tax expense

$
-


$
-







F-12


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, 2009


December 31, 2008Tax expense (credit) at statutory rate-federal


(32%)



(35%)State tax expense net of federal tax


(6%)



(6%)Changes in valuation allowance


(38%)



(41%)Tax expense at actual rate


0%



0%




These net operating loss carry forwards begin to expire in 2029.




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

2009


2008Net (Loss) Income

$
(89,735
)

$
(76,738
)(Loss) Income available to common stockholders

$
(89,735
)

$
(76,738
)Basic (Loss) Income per common share

$
(0.00
)

$
(0.00
)Weighted-average shares used to compute:Basic (Loss) Income per share


20,534,655



20,534,655





F-13


Diluted Earning Per Share Computation


2009



2008Net (Loss) Income

$
(89,735
)

$
(76,738
)(Loss) Income available to common stockholders

$
(89,735
)

$
(76,738
)Diluted (Loss) Income per common share

$
(0.00
)

$
(0.00
)Weighted-average shares used to compute:Diluted (Loss) Income per share


20,534,655



20,534,655





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





NOTE 8 – STOCKHOLDERS DEFICIT





As of December 31, 2009, the Company had 500,000,000 shares of common stock, par value $0.000001, and 8,000,000 shares of preferred stock, $0.000001 par value, authorized to be issued.





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





Common stock:





1.
Authorized shares are 500,000,000


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


3.
Par value of $0.000001





Series A Preferred Stock:





1.
Authorized shares are 3,000,000


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


3.
Par value of $0.000001





Series B Preferred Stock:





1.
Authorized shares are 5,000,000


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


3.
Par value of $0.000001


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





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


NOTE 9 - SUBSEQUENT EVENTS
  The Company has evaluated for subsequent events between the balance sheet date of January 31, 2010 and April 9, 2010, the date the financial statements were issued.





F-14





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, 2007 and 2008 and the interim periods through September 30, 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.





ITEM 9A.
CONTROLS AND PROCEDURES





(a)
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
 Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be
disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure.
 
 (b)
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 This company’s management is responsible for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing
similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
  1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
 2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and
 3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
 
 Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.
 
 14
 Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
 
 Based on this assessment, management concluded that as of December 31, 2009 it had material weaknesses in its internal control procedures.
 
 A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
 
 As of December 31, 2009, we have concluded that our internal control over financial reporting was ineffective as of December 31, 2009.
 
 The Company’s assessment identified certain material weaknesses which are set forth below:
 
 Financial Statement Close Process
 The Company currently has an insufficient level of monitoring and oversight controls for review and recording of stock issuances, agreements and contracts, including insufficient documentation and review of the selection and application of generally accepted accounting principles to significant non-routine transactions.
 
 Entity Level Controls
 There are insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions
affecting our operations and management.
 
 The Company currently has insufficient resources and an insufficient level of monitoring and oversight, which may restrict the Company’s ability to gather, analyze and report information relative to the financial statements in a timely manner, including insufficient documentation and review of the selection and application of generally
accepted accounting principles to significant non-routine transactions. In addition, the limited size of the accounting department makes it impractical to achieve and optimum segregation of duties.
 
 There are limited processes and limited or no documentation in place for the identification and assessment of internal and external risks that would influence the success or failure of the achievement of entity-wide and activity-level objectives.
 
 Functional Controls and Segregation of Duties
 Because of the company’s limited resources, there are limited controls over information processing, and no internal controls over the accuracy, completeness and authorization of transactions.
  There is an inadequate segregation of duties consistent with control objectives. Our company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties.
Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.
  There is a lack of top level reviews in place to review targets, product development, joint ventures or financing. All major business decisions are carried out by the officers with board of director approval when needed.
 Accordingly, as the result of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
  Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the company’s business operations.
  This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company
to provide only management’s report herein.
  (c)
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
 
 We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient
written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
 
 15
 Management believes that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. We intend to take appropriate
and reasonable steps to make the necessary improvements to remediate these deficiencies, including:
  (1)
We will document a formal code of ethics.
 (2)
We will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective controls over the revenue cycle and insufficient supervision and review by our corporate management.
 (3)
We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.
 
 We intend to consider the results of our remediation efforts and related testing as part of our year-end 2010 assessment of the effectiveness of our internal control over financial reporting.
 Subsequent to December 31 2009, we have undertaken the following steps to address the deficiencies stated above:
 Commenced the development of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision




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, 2009:




Name

Age

PositionMark Rentschler

52

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.





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 December 31, 2009 and 2008 (collectively, the "Named Executive Officer").





SUMMARY COMPENSATION TABLE


Name andprincipal position
Year
Salary
Bonus
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
TotalMark Rentschler, CEO
20092008








16


OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2009


OPTION AWARDS
STOCK AWARDSName
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)Mark Rentschler
0
0
0
0
0
0
0
0
0








DIRECTOR COMPENSATION




Name
Year
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
2009
24,000
0
0
0
0
0
24,0002008
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, 2009, for each 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%





17


Security Ownership of Management





The following table sets forth certain information regarding the beneficial ownership of Common Stock as of December 31, 2009 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 voted upon 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





The table below details transactions for the related party payable to entities affiliated with the Company's President during the years ended December 31, 2009 and 2008 respectively:
  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
 
 Beginning balance payable, as of December 31, 2008

$
71,757Accrued board compensation


24,000Interest accrued on outstanding balance


1,981Ending balance payable, as of December 31, 2009

$
97,738
 
 Beginning on July 1, 2009 interest is no longer being assessed on outstanding balance.





ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit Fees





We were billed $11,320 for the fiscal year ended December 31, 2009 and $5,555 for the fiscal year ended December 31, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements, the review of our quarterly financial 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, 2009 and $0 in audit related fees for the fiscal year ended December 31, 2008. Audit related fees include fees for assurance and related services rendered by the principal accountant related to the audit or review of our financial statements, not included in the
foregoing paragraph.





Tax Fees





Tax fees were $0 for the fiscal year ended December 31, 2009 and $0 for the fiscal year ended December 31, 2008.





All Other Fees





There were no other professional services rendered by our principal 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, as well 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 is compatible with maintaining independence.





18


PART IV





ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(a)
Financial Statements and Schedules. The following financial statements and schedules for the Company as of December 31, 2009 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 notes thereto.





(A) EXHIBITS.





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




Exhibit No.

Description of Exhibits3.01

Certificate of Incorporation (1)3.02

By-laws (1)31.1

Certification pursuant to Sarbanes-Oxley Section 30232.1

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 12, 2010
By:
/s/  Mark RentschlerMark RentschlerPresident and Principal Executive Officer