UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 **FORM
10-QSB**
 
 [X]
    Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended:April
      30, 2005[ 
      ]
    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period ___________ to __________Commission
      File Number:333-123081
 
 Darwin
Resources Corp.
 (Exact
name of small business issuer as specified in its charter)
 
 Nevada
    98-0438502(State
      or other jurisdiction of incorporation or organization)
    (IRS
      Employer Identification No.)
 
 
 455-5525
      West Boulevard, Vancouver, B.C., Canada V6M 3W6(Address
      of principal executive offices)
 
 604-669-9740(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)
 
 
 Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [ ] Yes
[X] No
 
 State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 7,318,500 common shares as of May 26,
2005.
 
 Transitional
Small Business Disclosure Format (check one): Yes [  ] No [X]
 
  ***Table of Contents***
  
 
 **TABLE OF CONTENTS**
    PagePART
      I - FINANCIAL INFORMATIONItem
      1:
    Financial Statements
    3Item
      2:
    Plan of Operation
    4Item
      3:
    Controls and Procedures
    8PART
      II - OTHER INFORMATIONItem
      1:
    Legal Proceedings
    10Item
      2:
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    10Item
      3:
    Defaults Upon Senior Securities
    10Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    10Item
      5:
    Other Information
    10Item
      6:
    Exhibits
    10
    2
 ***Table of Contents***
  **PART
I - FINANCIAL INFORMATION**
 
 **Item
1.** **Financial
Statements**
 
 Our
unaudited financial statements included in this Form 10-QSB are as
follows:
 
 (a)
    Balance
      Sheet as of April 30, 2005;
 (b)
    Consolidated
      Statement of Operations for the three month period ended April 30,
      2005;
 (c)
    Consolidated
      Statements of Cash Flow for the three month period ended April 30, 2005;
 (d)
    Consolidated
      Statement of Stockholders’ Equity for period from inception, October 21,
      2004, to April 30, 2005;
 (e)
    Notes
      to Consolidated Financial Statements.
 
 These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and therefore do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows and stockholders equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the interim period ended April 30, 2005 are not necessarily
indicative of the results that can be expected for the full year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  3
 ***Table of Contents***
  **CONSOLIDATED
BALANCE SHEET**
 
 **April
30, 2005**
 
 **(Unaudited)**
 **(Stated
in U.S. Dollars)**
 
 
 **APRIL
      30**
    
    JANUARY 31**2005**
    
    2005**ASSETS****Current**Cash
    
    **$**
    **83,923**
    
    $
    105,717Mineral
      Properties, net (Note 4)
    
    
    **1,979**
    
    
    -**$**
    **85,902**
    
    $
    105,717**LIABILITIES****Current**Accounts
      payable and accrued liabilities
    
    **$**
    **7,648**
    
    $
    6,706Advances
      due to director (Note 5)
    
    
    **-**
    
    
    1,669**7,648**
    
    
    8,375**STOCKHOLDERS’
      EQUITY****Share
      Capital**(Note 6)Authorized:90,000,000
      common shares with a par value of $0.001 per share10,000,000
      preferred shares with a par value of $0.001 per shareIssued
      and outstanding:7,318,500
      common shares
    
    
    **7,319**
    
    
    7,319Additional
      paid-in capital
    
    
    **99,106**
    
    
    99,106**Deficit
      Accumulated During The Exploration Stage**
    
    
    **(28,171**
    **)**
    
    (9,083
    )**78,254**
    
    
    97,342**$**
    **85,902**
    
    $
    105,717**Commitments**(Note 7)
 
 
 
 ****
 ****
 F -
1
 ***Table of Contents***
 ****DARWIN
RESOURCES CORP.**
**(An
Exploration Stage Company)**

**CONSOLIDATED
STATEMENT OF OPERATIONS**

**(Unaudited)**
**(Stated
in U.S. Dollars)**


CUMULATIVEPERIOD
      FROMDATE
      OFINCEPTIONOCTOBER
      21**THREE
      MONTHS ENDED**
    2004
      TO**APRIL
      30**
    APRIL
      30**2005**
    2004
    2005**Revenue**
    **$**
    **-**
    $
    -
    $
    -**Expenses**Foreign
      exchange loss
    **$**
    **-**
    $
    -
    $
    734Management
      fees
    
    **2,500**
    
    -
    
    2,500Office
      and filing fees
    
    **1,058**
    
    -
    
    2,431Professional
      fees
    
    **13,551**
    
    -
    
    20,527Exploration
      expenditures
    
    **1,979**
    
    -
    
    1,979**Net
      Loss For The Period**
    **$**
    **19,088**
    $
    -
    $
    28,171**Basic
      and Diluted Loss Per Share**
    **$**
    **(0.01)**
    $
    (0.00)**Weighted
      Average Number Of Shares Outstanding**
    
    **7,318,500****


**F - 2
*Table of Contents*

DARWIN
RESOURCES CORP.
(An
Exploration Stage Company)

CONSOLIDATED
STATEMENT OF CASH FLOWS

(Unaudited)
(Stated
in U.S. Dollars)



CUMULATIVEPERIOD
      FROMDATE
      OFINCEPTIONOCTOBER
      21**THREE
      MONTHS ENDED**
    2004
      TO**APRIL
      30**
    APRIL
      30**2005**
    2004
    2005**Cash
      Flows From Operating Activities**Net
      loss for the period
    **$**
    **(19,088)**
    $
    -
    $
    (28,171)**Adjustments
      To Reconcile Net Loss To Net Cash Used By Operating
      Activities**Increase
      in accounts payable and accrued liabilities
    
    **942**
    
    -
    
    7,648Increase
      (decrease) in advances due to director
    
    **(1,669)**
    
    -
    
    -**(19,815)**
    
    
    
    (20,523)**Cash
      Flows From Investing Activity**Additions
      to mineral property interests
    
    **(1,979)**
    
    -
    
    (1,979)**Cash
      Flows From Financing Activity**Issue
      of common shares
    
    **-**
    
    -
    
    106,425**(Decrease)
      Increase In Cash**
    
    **(21,794)**
    
    -
    
    83,923**Cash,
      Beginning Of Period**
    
    **105,717**
    
    -
    
    -**Cash,
      End Of Period**
    **$**
    **83,923**
    $
    -
    $
    83,923**


****


****





F - 3
 ***Table of Contents***





**DARWIN
RESOURCES CORP.**
 **(An
Exploration Stage Company)**
 
 **CONSOLIDATED
STATEMENT OF SHAREHOLDERS’ EQUITY**
 
 **PERIOD
FROM INCEPTION, OCTOBER 21, 2004, TO April 30, 2005**
 
 **(Unaudited)**
 **(Stated
in U.S. Dollars)**
 
 
 **COMMON
      STOCK**
    **DEFICIT****NUMBER**
    
    
    **ACCUMULATED****ON**
    
    **ADDITIONAL**
    **DURING
      THE****COMMON**
    **PAR**
    **PAID-IN**
    **EXPLORATION****SHARES**
    **VALUE**
    **CAPITAL**
    **STAGE**
    **TOTAL**November
      18, 2004 -
      Shares
      issued for cash at $0.01
    5,200,000
    $
    5,200
    $
    46,800
    $
    -
    $
    52,000November
      29, 2004 -
      Shares
      issued for cash at $0.025
    2,112,000
    
    2,112
    
    50,688
    
    -
    
    52,800January
      29, 2005 -
      Shares
      issued for cash at $0.25
    6,500
    
    7
    
    1,618
    
    -
    
    1,625Net
      loss for the period
    -
    
    -
    
    -
    
    (9,083)
    
    (9,083)Balance,
      January 31, 2005
    7,318,500
    
    7,319
    
    99,106
    
    (9,083)
    
    97,342Net
      loss for the period
    -
    
    -
    
    -
    
    (19,088)
    
    (19,088)Balance,
      April 30, 2005
    7,318,500
    $
    7,319
    $
    99,106
    $
    (28,171)
    $
    78,254
 
  F - 4
 ***Table of Contents***
 
 DARWIN
RESOURCES CORP.
 (An
Exploration Stage Company)
 
 CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
 
 APRIL 30,
2005
 (Unaudited)
 (Stated
in U.S. Dollars)
 
 
 **1.**
    **BASIS
      OF PRESENTATION**
  The
unaudited interim consolidated financial statements as of April 30,
2005 included herein have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with United States generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that these
consolidated financial statements be read in conjunction with the January 31,
2005 audited financial statements and notes thereto.
  
 **2.**
    **NATURE
      OF OPERATIONS AND GOING CONCERN**
 
 a)
    Organization
 
 Darwin
Resources Corp was incorporated under the laws of the State of Nevada, U.S.A.,
on October 21, 2004. The Company’s principal executive offices are in Vancouver,
British Columbia.
 
 b)
    Exploration
      Stage Activities
 
 The
      Company has been in the exploration stage since its formation and has not
      yet realized any revenues from its planned operations. The Company was
      formed for the purpose of acquiring exploration and development stage
      natural resource properties. The Company has not commenced business
      operations.
 
 c)
    Going
      Concern
 
 The
      accompanying consolidated financial statements have been prepared assuming
      the Company will continue as a going
concern.
 
 As
      shown in the accompanying consolidated financial statements, the Company
      has incurred a net loss of $28,171 for the period from October 21, 2004
      (inception) to April 30, 2005, and has no sales. The future of the Company
      is dependent upon its ability to obtain financing and upon future
      profitable operations from the development of its natural resource
      properties. Management has plans to seek additional capital through a
      private placement and public offering of its common stock. The
      consolidated financial statements do not include any adjustments relating
      to the recoverability and classification of recorded assets, or the
      amounts of and classification of liabilities that might be necessary in
      the event the Company cannot continue in
existence.


F - 5
 ***Table of Contents***
 
 DARWIN
RESOURCES CORP.
 (An
Exploration Stage Company)
 
 CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
 
 APRIL 30,
2005
 (Unaudited)
 (Stated
in U.S. Dollars)
 
 
 **3**
    **SIGNIFICANT
      ACCOUNTING POLICIES**
 
 The
consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful
judgement.
 
 The
consolidated financial statements have, in management’s opinion, been properly
prepared within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
 
 a)
    Principles
      of Consolidation
 
 These
      consolidated financial statements include the accounts of the Company and
      its wholly-owned subsidiary, DEL Exploration Ltd. (a British Columbia
      corporation). All significant inter-company balances and transactions have
      been eliminated on consolidation.
 
 b)
    Exploration
      Stage Company
 
 The
Company is an exploration stage company as defined in the Statements of
Financial Accounting Standards No. 7. The Company is devoting substantially all
of its present efforts to establish a new business and none of its planned
principal operations have commenced. All losses accumulated since inception have
been considered as part of the Company’s development stage
activities.
 
 c)
    Mineral
      Properties and Exploration Expenditures
 
 The
Company records its interest in mineral properties at cost. The Company expenses
all costs incurred on mineral properties to which it has secured exploration
rights, other than acquisition costs, prior to the establishment of proven and
probable reserves. When proven and probable reserves are determined for a
property and a feasibility study with respect to the property then subsequent
exploration and development costs of the property will be capitalized. The
Company regularly performs evaluations of its investment in mineral properties
to assess the recoverability and/or the residual value of its investments in
these assets. All long lived assets are reviewed for impairment whenever events
or circumstances change which indicate the carrying amount of an asset may not
be recoverable, utilizing established guidelines based upon discounted future
net cash flows from the asset or upon the determination that certain exploration
properties do not have sufficient potential for economic mineralization. To
date, the Company has not established the commercial feasibility of its
exploration prospects. Therefore, all costs have been expensed. To date there
have been no mineral property impairments.
 
 
 F - 6
 ***Table of Contents***
 
 DARWIN
RESOURCES CORP.
 (An
Exploration Stage Company)
 
 CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
 
 APRIL 30,
2005
 (Unaudited)
 (Stated
in U.S. Dollars)
 
 
 **3.**
    **SIGNIFICANT ACCOUNTING POLICIES(Continued)**
 
 d)
    Income
      Taxes
 
 The
Company has adopted Statement of Financial Accounting Standards No. 109 -
“Accounting For Income Taxes” (SFAS 109). This standard requires the use of an
asset and liability approach for financial accounting and reporting on income
taxes. If it is more likely than not that some portion, or all if a deferred tax
asset, will not be realized, a valuation allowance is recognized.
  
 e)
    Cash
      and Cash Equivalents
 
 For
purposes of the consolidated balance sheet and consolidated statement of cash
flows, the Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents. At January 31, 2005,
the Company had no cash equivalents.
 
 f)  Concentration
of Credit Risk
 
 Financial
instruments that potentially subject the Company to concentrations of credit
risk consist of cash. The Company’s cash is held at a Canadian chartered bank,
which has deposit insurance of $47,700 (CDN$60,000), thus limiting the amount of
credit exposure.
 
 g)
    Financial
      Instruments
 
 The
Company’s financial instruments consist of cash, accounts payable and accrued
liabilities, and advances due to director.
  
 Unless
otherwise noted, it is management’s opinion that this Company is not exposed to
significant interest or credit risks arising from these financial instruments.
The fair value of these financial instruments approximate their carrying values,
unless otherwise noted.
 
 h)
    Basic
      and Diluted Loss Per Share
 
 In
accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At April 30, 2005, the Company
has no common stock equivalents that were anti-dilutive and excluded in the
earnings per share computation.
   F - 7
 ***Table of Contents***
 
 DARWIN
RESOURCES CORP.
 (An
Exploration Stage Company)
 
 CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
 
 APRIL 30,
2005
 (Unaudited)
 (Stated
in U.S. Dollars)
 
 
 **3.**
    **SIGNIFICANT
      ACCOUNTING POLICIES(Continued)**
 
 i)
    Foreign
      Currency Translation
 
 The
Company’s functional currency is the U.S. dollar. Transactions in foreign
currency are translated into U.S. dollars as follows:
 
 i)
    monetary
      items at the rate prevailing at the balance sheet
date;
 ii)
    non-monetary
      items at the historical exchange rate;
 iii)
    revenue
      and expense at the average rate in effect during the applicable accounting
      period.
 
 l)
    Use
      of Estimates
 
 The
preparation of consolidated financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying disclosures. Actual results may differ from the
estimates.
 
 4. MINERAL
PROPERTIES
 
 APRIL
      30
    JANUARY
      312005
    2005Acquisition
      costs
    $
    1,979
    $
    -Write-down
      of mineral property interest
    
    -
    
    -$
    1,979
    $
    -
 
 5. ADVANCES
DUE TO DIRECTOR
 
 Advances
due to a director are repayable on demand, interest free and
unsecured.
 
 **6.**
    **COMMON
      STOCK**
 
 On
November 18, 2004, pursuant to a private placement the Company sold 5,200,000
shares of its common stock at $0.01 per share for cash.
 
 On
November 29, 2004, pursuant to a private placement the Company sold 2,212,000
shares of its common stock at $0.025 per share for cash.
 
 F - 8
 ***Table of Contents***
  DARWIN
RESOURCES CORP.
 (An
Exploration Stage Company)
 
 CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
 
 APRIL 30,
2005
 (Unaudited)
 (Stated
in U.S. Dollars)
 
 
 **6.**
    **COMMON
      STOCK(Continued)**
 
 On
January 29, 2005 pursuant to an offering memorandum dated November 30, 2004 the
Company sold 65 units at $25.00 per unit for cash. Each unit comprised 100
shares of common stock.
 
 
 **7.**
    **COMMITMENTS**
  On
January 27, 2005 the Company formed a wholly-owned subsidiary, known as DEL
Exploration Ltd. (“DEL”), a company incorporated in British Columbia,
Canada.
 
 On
February 3, 2005, DEL entered into a property option agreement with William A.
Howell (“Howell”) whereby Howell granted an option to DEL Exploration Ltd. to
acquire up to an 85% interest in the property, and Howell was appointed as
operator of the property. The property subject to the option agreement consists
of five mineral claims consisting of seventeen cells within the Nicola Mining
Division of British Columbia.
 
 The
option may be exercised at any time subject to DEL paying Howell $2,385
($3,000Cdn) on or before December 31, 2005; $5,963 ($7,500Cdn) on or before
December 31, 2006 and $13,910 ($17,500Cdn) on or before December 31, 2007. In
order to exercise the option DEL must also incur aggregate Exploration
Expenditures of not less than $3,975 ($5,000Cdn) on or before December 31, 2005,
$7,950 ($10,000Cdn) on or before December 31, 2006, $47,700 ($60,000Cdn) on or
before December 31, 2007 and $127,200 ($160,000Cdn) on or before December 31,
2008.
 
 Upon
Completion Date, or as they may sooner agree, DEL and Howell will enter into the
Joint Venture Agreement. Under the Joint Venture Agreement, DEL will have 85% of
the rights to the property and Howell will have 15% of the rights to the
property.








F -
9
 ***Table of Contents***


****


**Item 2.  Plan of
Operation**





**Forward-Looking
Statements**





Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
materially from those included in the forward-looking statements. The Company
intends such forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
complying with those safe-harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the
words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse affect on the operations and future
prospects of the Company on a consolidated basis include, but are not limited
to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company’s
financial results, is included herein and in the Company’s other filings with
the SEC.





**Overview**





We were
incorporated on October 21, 2004, under the laws of the state of Nevada for the
purpose of acquiring exploration and development stage natural resource
properties.





On
February 3, 2005, we entered into a Property Option Agreement and paid $1,979 to
acquire an option to purchase an 85% interest in the Iron 1 mineral claims
consisting of 17 cells. The Rustyiron mineral claims are located near the town
of Merrit in the Nicola Mining Division of the Province of British Columbia. A
cell is a measurement for the area of staked mineral claims. A cell in our
optioned mineral claim area is roughly square and encloses slightly less than 51
acres. Our 17 cell mineral claim option covers an area of 872 acres. We refer to
these mineral claims as the Rustyiron mineral claims.





Our
option on this property is currently unexercised. Under the terms of the
Property Option Agreement, we will be able to exercise our option if we make
aggregate payments of $30,500 to the optionor and an additional $160,000 in
exploration expenses on or before December 31, 2008. We can exercise our option
at any time prior to December 31, 2008 if we pay 30,500 to the optionor and an
additional $160,000 in exploration expenses. We will either satisfy the payment
terms of the Property Option Agreement in the time frame provided thereby
resulting in us exercising this option or we will fail to satisfy the payment
terms and be in default of the Property Option Agreement. If we are in default
of the Property Option Agreement, the option or can terminate Property Option
Agreement if we fail to cure any default within 45 days after the receipt of
notice of default. Our option will expire if we are in default of the Property
Option Agreement and fail to cure any default within 45 days after the receipt
of notice of default.





The owner
of the Rustyiron mineral claims is Mr. William A. Howell. Mr. William A. Howell
staked and recorded his ownership in the Rusty 1 to 4 mineral claims on August
20, 2002 under the mineral claim staking and recording procedures in place at
that time in the Province of British Columbia. Under








4
 ***Table of Contents***





that
system, a prospector in the field drove large wooden claim stakes into the
ground outlining the boundaries of his mineral claim and subsequently recorded a
description of the claim and the location of the claim stakes at the nearest
Provincial Mining Recorder’s Office. A party is able to stake and record an
interest in particular mineral claim if no other party has an interest in the
said claim that is in good standing and on record at the Provincial Mining
Recorder’s Office. There is no formal agreement between Mr. Howell and the
Province of British Columbia.





Mr.
Howell’s interest in the Rustyiron mineral claims will continue into perpetuity
provided that the mineral claims remain in good standing by paying the
applicable fee which is based upon whether exploration work takes place. If
exploration work take places and expenditures are made for this purpose in an
amount stipulated by the government, the claims can be maintained in good
standing by only remitting a filing fee to the Province of British Columbia that
currently does not exceed $115. If no exploration work takes place, the claims
can be kept in good standing by remitting to the Province of British Columbia
the stipulated amount that otherwise was required to be expended for exploration
work together with the payment of a filing fee or payment that currently does
not exceed $115.





The
stipulated amount of expenditures toward exploration work is set by the Province
of British Columbia and can be altered in their sole discretion. Currently, the
amount required to be expended annually for exploration work within the first
three years that the mineral claims are acquired is $1.30 per acre. For
exploration work expenditures made in excess of $1.30 per acre in increments of
$1.30 per acre, the mineral claims can then be extended and those additional
expenditures are used as a credit toward extending the expiry date beyond one
year. If the mineral claims have been acquired for over three years, the
Province of British Columbia requires that the amount of exploration work
expended annually is at least $2.60 per acre.





Mr.
Howell is our operator of the property and is responsible for filing geological
assessment reports with the B.C. Mineral Titles Branch in respect of our
exploration expenditures in order to extend the expiry dates of the mineral
claims. If we exercise our option, payment of $30,500 to the optionor, Mr.
William A. Howell, will not result in an extension of the expiry dates because
it is a personal fee charged by Mr. Howell. Incurring $160,000 in exploration
expenses will result in an extension of the expiry dates of the mineral claims
for the maximum of 10 additional years provided that a report and filing fee not
exceeding $115 is remitted to the Province of British Columbia. It is Mr.
Howell’s obligation to pay the filing fees to the Province of British Columbia.
Until such time that we exercise our option, we have no responsibility to pay
any fees to the Province of British Columbia because this is the responsibility
of Mr. Howell. In the event that no exploration work is completed and a filing
fee is paid to the Province of British Columbia in lieu of completing
exploration work, the expiry dates of the mineral claims can be extended on an
annual basis into perpetuity for a maximum of only 1 additional year.





Under the
terms of the Property Option Agreement, Mr. William A. Howell is the operator
and will oversee the initial phases of the mineral exploration project conducted
on the Rustyiron mineral claims. The Property Option Agreement, obligates us to
incur exploration expenditures of approximately $4,000 on the first phase
exploration program, which must be completed prior to December 31, 2005. In the
event that we do not exercise our option, we will have no interest in the
Rustyiron mineral claims and will not be entitled to receive back any of the
monies spent to maintain the option.





We have
not commenced our planned exploration program. Prior to acquiring our option on
the Rustyiron mineral claims, we incorporated a wholly owned subsidiary, DEL
Exploration Ltd., a British Columbia corporation. Our subsidiary, which we refer
to as DEL, was formed for the purpose of carrying out our mineral exploration
program.






5
 ***Table of Contents***




**Plan
of Operation**





Our
business plan is to proceed with the exploration of the Rustyiron mineral claims
to determine whether there are commercially exploitable reserves of copper,
lead/zinc, gold or other metals. We have formed a wholly owned subsidiary DEL
Exploration Ltd., a British Columbia corporation, which we refer to as DEL. It
was formed for the purpose of conducting our mineral exploration program on our
behalf. We had $78,254 in working capital as of April 30, 2005. Accordingly, we
are able to proceed through our Phase I mineral exploration program and the
initial portion of our Phase II exploration program without additional
financing. The program will be overseen in the field by Mr. Barry Price of our
geological consulting firm of B.J Price Geological Consultants Inc., our firm of
consulting geologist.





We have
sufficient cash reserves to proceed with our Phase I mineral exploration
program. The anticipated cost of the initial phase of the exploration program is
approximately $4,000. Due to inclement weather, and high demand from other
exploration companies for the services of our operator, we have not commenced
the field work phase of our initial exploration program. We expect that this
work will be completed prior to the end of July, 2005. The report of our
consulting geologist is expected to be available by the end of August,
2005.   Once we receive results of our initial exploration program,
our board of directors, in consultation with our firm of consulting geologists,
B.J. Price Geological Consultants Inc., will assess whether to proceed with the
initiation of our Phase II mineral exploration program. In making this
determination to proceed with a further exploration program, we will make an
assessment as to whether the results of the initial exploration phase are
sufficiently positive to enable us to proceed. This assessment will include an
evaluation of our cash reserves after the completion of the initial exploration
phase, the price of minerals and the market for financing of mineral exploration
projects at the time of our assessment.





In the
event the results of our initial exploration program prove not to be
sufficiently positive to proceed with a further exploration on the Rustyiron
mineral claims, we intend to seek out and acquire interests in North American
mineral exploration properties which, in the opinion of our consulting
geologist, offer attractive mineral exploration opportunities. Presently, we
have not given any consideration to the acquisition of other exploration
properties because we have only recently commenced our initial exploration
program and have not received any results.





In the
event our Phase II mineral exploration program is undertaken, it would likely
commence in May, 2006. The second phase will initially involve a continuation of
the initial phase work which will cost approximately $4,000, but will in its
later stages be focused on a more expensive geophysical survey and Backhoe
trenching, sampling, analysis and assaying of specific targets that have been
identified. As a result, the first portion second phase of the exploration
program could be undertaken without the need for us to raise additional funding.
In order to complete the second phase we will incur costs of approximately
$44,000 which will require us to raise additional funding. The objective of the
Phase II work is to identify areas that have a strong likelihood of hosting
mineral deposits that can be explored using specific drilling
methods.





If we
commence and complete Phase II of our mineral exploration program, we anticipate
that our consulting geologists’ report will be available by the end of
September, 2007.





A Phase
III exploration program, if undertaken, would likely commence in the summer of
2008. This program would entail Diamond Drilling of between 1,500 to 3,000 feet
in 5 to 10 holes.






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In the
event we incur mineral exploration expenses beyond the initial portion of the
Phase II mineral exploration program, we will need to raise the entire amount of
the exploration program along with additional funds to meet ongoing working
capital needs.





Upon the
completion of the first three exploration phases, or any additional programs,
which are successful in identifying mineral deposits, we will have to spend
substantial funds on further drilling and engineering studies before we know
that we have a mineral reserve. A mineral reserve is a commercially viable
mineral deposit.





We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months.





**Off
Balance Sheet Arrangements**





As of
April 30, 2005, there were no off balance sheet arrangements.





**Results
of Operations for Period Ending January 31, 2005**





We did
not earn any revenues from inception through the period ending April 30, 2005.
We do not anticipate earning revenues until such time that we exercise our
option entered into commercial production of the Rustyiron mineral properties.
We are presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on the Rustyiron mineral properties, or if such resources are
discovered, that we will enter into commercial production.





We were
incorporated on October 21, 2004. As a result, no information is available to
compare the current reporting period with the same reporting period in the prior
year. We incurred operating expenses in the amount of $19,088 for the three
months ended April 30, 2005. These operating expenses included professional fees
in connection with our corporate organization in the amount of $13,551,
management fees in the amount of $2,500 and exploration expenditures in the
amount of $1,979. The professional fees incurred for the three month period
ended April 30, 2005 primarily consisted of legal fees. We anticipate our
operating expenses will increase as we undertake our plan of operations. The
increase will be attributable to undertaking the additional phases of our
geological exploration program and the professional fees that we will incur in
connection with the filing of a registration statement with the Securities
Exchange Commission under the Securities Act of 1933. We anticipate our ongoing
operating expenses will also increase once we become a reporting company under
the Securities Exchange Act of 1934.





**Liquidity
and Capital Resources**





We had
cash of $83,923 and working capital of $78,254 as of April 30, 2005.





We have
not attained profitable operations and are dependent upon obtaining financing to
complete Phase II of our exploration program. For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.





We
currently have no specific plans to raise additional capital because the
necessity of raising additional capital will be based upon the results of the
initial phase of our exploration program. Our management intends to formulate
plans regarding the necessity of securing additional funding following our
receipt of the results of the initial phase of the exploration program. In the
event that we require additional funding, we anticipate that such funding will
be in the form of equity financing from the sale of our common stock. However,
we cannot provide investors with any assurance that we will be able to raise
sufficient funding from








7
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the sale
of our common stock to fund additional phases of the exploration program, should
we decide to proceed. We believe that debt financing will not be an alternative
for funding any further phases in our exploration program. The risky nature of
this enterprise and lack of tangible assets places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated. We do not
have any arrangements in place for any future equity financing.





We
anticipate that we will incur the following expenses over the next twelve
months:





1.
    $4,000
      in connection with the completion of the initial phase of our recommended
      geological work program





2.
    $2,000
      in connection with our geological consultant’s report on our first phase
      of mineral exploration





3.
    $2,400
      in connection with the Option Agreement and monies due to Mr. William A.
      Howell prior to December 31, 2005





4.
    $37,000
      for operating expenses. Of this amount we plan to spend approximately
      $25,000 on general, legal, accounting and administrative expenses
      associated with our becoming a reporting issuer under the Securities
      Exchange Act of 1934 and approximately $12,000 relating to working
      capital. We have allocated this $12,000 of working capital to office
      services to be provided by Tenedos Management Corp. Monthly rental
      payments of $1,000 commenced February 1, 2005.





We had
working capital in the amount of $78,254 as of April 30, 2005. Our total
expenditures over the next twelve months are anticipated to be approximately
$46,000. If we proceed with the first portion of our Phase II exploration
program in 2006, we will have sufficient working capital to see us through our
second year of operations. In the event we determined to complete Phase II of
our exploration program or to conduct our Phase III exploration program, we will
need to raise a major amount of the exploration program along with additional
funds to meet ongoing working capital needs. We have not taken any specific
steps nor have any specific plans to raise additional capital at the present
time.





**Item 3.Controls and Procedures**





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of April 30, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Mr. Robert Ferguson. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that, as of
April 30, 2005, our disclosure controls and procedures are effective. There have
been no significant changes in our internal controls over financial reporting
during the quarter ended April 30, 2005 that have materially affected or are
reasonably likely to materially affect such controls.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act








8
 ***Table of Contents***








is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.





Limitations
on the Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.





9
 ***Table of Contents***




**PART
II - OTHER INFORMATION**





**Item 1.     LegalProceedings**





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





**Item 2.     UnregisteredSales of Equity
Securities and Use of Proceeds**





On May
27, 2005, the registration statement filed on Form SB-2 (Commission file number
333-123081) was declared effective by the SEC. This offering has commenced and
is ongoing. This registration statement registered 2,118,500 shares of Common
Stock on behalf of certain selling shareholders of the company. We will not
receive any proceeds from this offering and have not made any arrangements for
the sale of these securities.





**Item 3.     Defaultsupon Senior
Securities**





None.





**Item 4.     Submissionof Matters to a
Vote of Security Holders**





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the three month period ended April
30, 2005.





**Item 5.     OtherInformation**





None.





**Item 6.      Exhibits**





**Exhibit
      Number**
    **Description
      of Exhibit**31.1
    Certification of Chief Executive Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
    Certification of Chief Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
    Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002











10
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**SIGNATURES**





In
accordance with the requirements of the Securities and 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 Corp.**Date:
    June
      9, 2005By:   
      /s/  Robert
      Ferguson
      Robert Ferguson
      Title:**President
      and Chief Financial Officer**








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