**CERTIFICATIONS**
 
 
 I, Robert
Ferguson, certify that;
 
 (1)
    I
      have reviewed this quarterly report on Form 10-QSB of Darwin Resources
      Corp.;
 
 (2)
    Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;
 
 (3)
    Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the small
      business issuer as of, and for, the periods presented in this
      report;
 
 (4)
    The
      small business issuer’s other certifying officer(s) and I are responsible
      for establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
      business issuer and have:
 
 a)
    Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the small business issuer, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b)
    Evaluated
      the effectiveness of the small business issuer’s disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and
 
 c)
    Disclosed
      in this report any change in the small business issuer's internal control
      over financial reporting that occurred during the small business issuer's
      most recent fiscal quarter (the small business issuer’s fourth quarter in
      the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer's
      internal control over financial reporting;
and
 
 (5)
    The
      small business issuer’s other certifying officer(s) and I have disclosed,
      based on our most recent evaluation of the internal control over financial
      reporting, to the small business issuer’s auditors and the audit committee
      of small business issuer’s board of directors (or persons performing the
      equivalent functions):
 
 a)
    All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the small business issuer’s ability
      to record, process, summarize and report financial information; and
 
 b)
    Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the small business issuer’s
      internal control over financial reporting.
 
 Date:
      June 9, 2005/s/       Robert
      FergusonBy:    
      Robert FergusonTitle: 
      Chief Financial Officer