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 endedJuly
                31, 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 [X] Yes [ ] No





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
      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 August 26, 2005.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]














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)
            Unaudited
                Interim Consolidated Balance Sheet as of July 31,
                2005;


(b)
            Unaudited
                Interim Consolidated Statement of Operations for the three and six
                months
                ended July 31, 2005;


(c)
            Unaudited
                Interim Consolidated Statement of Cash Flows for the three and six
                months
                ended July 31, 2005;


(d)
            Notes
                to Unaudited Interim 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. In the opinion of management, all adjustments considered
      necessary for a fair
      presentation have been included. Operating results for the interim period ended
      July 31, 2005 are not necessarily
      indicative of the results that can be expected for the full year.








3




**DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **JULY
        31, 2005**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
 
  
 
 
 
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED BALANCE SHEET**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
 **JULY
                    31**
                JANUARY
                    31**2005**
                2005(Audited)**ASSETS****Current**Cash
                $
                59,311
                $
                105,717Prepaid
                    expenses
                
                2,000
                
                -61,311
                
                105,717Mineral
                    Properties, net (Note 4)
                
                1,979
                
                -$
                63,290
                $
                105,717**LIABILITIES****Current**Accounts
                    payable and accrued liabilities
                $
                3,000
                $
                6,706Advances
                    due to director(Note 5)
                
                -
                
                1,6693,000
                
                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:7,318,500common shares
                
                7,319
                
                7,319Additional
                    paid-in capital
                
                99,106
                
                99,106**Deficit
                    Accumulated During The Exploration Stage**
                
                (46,135)
                
                (9,083)60,290
                
                97,342$
                63,290
                $
                105,717
  **Commitments** (Note
        7)
  The
        accompanying notes are an integral part of these interim consolidated financial
        statements
 
 
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED STATEMENT OF OPERATIONS**
 
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
 CUMULATIVEPERIOD
                    FROMDATE
                    OFINCEPTION**THREE
                    MONTHS**
                **SIX
                    MONTHS**
                OCTOBER
                    21,**ENDED**
                **ENDED**
                2004
                    TO**JULY
                    31,2005**
                **JULY
                    31,2005**
                JULY
                    31,2005**Revenue**
                **$**
                **-**
                **$**
                **-**
                $
                -**Expenses**Foreign
                    exchange loss
                
                **-**
                
                **-**
                
                734Management
                    fees
                
                **3,000**
                
                **5,500**
                
                5,500Office
                    and filing fees
                
                **2,058**
                
                **3,116**
                
                4,489Professional
                    fess
                
                **8,906**
                
                **22,457**
                
                29,433Exploration
                    expenditures
                
                **4,000**
                
                **5,979**
                
                5,979**Net
                    Loss For The Period**
                **$**
                **17,964**
                **$**
                **37,052**
                $
                46,135**Basic
                    and Diluted Loss Per Share**
                **$**
                **(0.01)**
                **$**
                **(0.01)****Weighted
                    Average Number Of Shares Outstanding**
                
                **7,318,500**
                
                **7,318,500**
 
 Prior
          year comparative figures are not presented because the Company was incorporated
          on October 21, 2004.
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements
 
 
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED STATEMENT OF CASH FLOWS**
 
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
 CUMULATIVEPERIOD
                      FROMDATE
                      OFINCEPTION**THREE
                      MONTHS**
                  **SIX
                      MONTHS**
                  OCTOBER
                      21,**ENDED**
                  **ENDED**
                  2004
                      TO**JULY
                      31, 2005**
                  **JULY
                      31, 2005**
                  JULY
                      31, 2005**Cash
                      Flows From Operating Activities**Net
                      loss for the period
                  **$**
                  **(17,964)**
                  **$**
                  **(37,052)**
                  $
                  (46,135)**Adjustments
                      To Reconcile Net Loss To Net Cash Used By Operating
                      Activities**Increase
                      in prepaid expenses
                  
                  **(2,000)**
                  
                  **(2,000)**
                  
                  (2,000)(Decrease)
                      Increasein
                      accounts payable and accrued liabilities
                  
                  **(4,648)**
                  
                  **(3,706)**
                  
                  3,000Decrease
                      in advances due to director
                  
                  **-**
                  
                  **(1,669)**
                  
                  -**(24,612)**
                  
                  **(44,427)**
                  
                  (45,135)**Cash
                      Flows From Investing Activity**Additions
                      to mineral property interests
                  
                  **-**
                  
                  **(1,979)**
                  
                  (1,979)**Cash
                      Flows From Financing Activities**Issueof
                      common stock
                  
                  **-**
                  
                  **-**
                  
                  106,425**Increase
                      (Decrease) In Cash**
                  
                  **(24,612)**
                  
                  **(46,406)**
                  
                  59,311**Cash,
                      Beginning Of Period**
                  
                  **83,923**
                  
                  **105,717**
                  
                  -**Cash,
                      End Of Period**
                  **$**
                  **59,311**
                  **$**
                  **59,311**
                  $
                  59,311
 
 Prior
            year
            comparative figures are not presented because the Company was incorporated
            on
            October 21, 2004.
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements
 
 
    **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 2005**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
 
 **1.**
              **BASIS
                  OF PRESENTATION**
 
 The
        unaudited interim consolidated financial statements as of July 31 ,
        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 realizedany
                  revenues from its planned operations. The Company was formed for
                  the
                  purpose ofacquiring
                  exploration and development stage natural resource properties.
                  The Companyhas
                  not commenced business operations.
 
 c)
              Going
                  Concern
 
 The
                  accompanying consolidated financial statements have been prepared
                  assuming
                  theCompany
                  will continue as a going concern.
 
 As
                  shown in the accompanying consolidated financial statements, the
                  Company
                  has incurreda
                  net loss of $46,135 for the period from October 21, 2004 (inception)
                  to
                  July 31, 2005, andhas
                  no sales. The future of the Company is dependent upon its ability
                  to
                  obtain financingand
                  upon future profitable operations from the development of its natural
                  resourceproperties.
                  Management has plans to seek additional capital through a private
                  placementand
                  public offering of its common stock. The consolidated financial
                  statements
                  do notinclude
                  any adjustments relating to the recoverability and classification
                  of
                  recorded assets, orthe
                  amounts of and classification of liabilities that might be necessary
                  in
                  the event theCompany
                  cannot continue in existence.
  
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 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
                  itswholly-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.
  
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 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 July 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 July 31, 2005, the Company has no common stock equivalents that
        were anti-dilutive
        and excluded in the earnings per share computation.
 
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 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 a
 ssumptions
        that affect the amounts reported in the consolidated financial statements
        and
        accompanying disclosures. Actual results may differ from the
        estimates.
 
 
 **4.**  **MINERAL
        PROPERTIES**
 
 **JULY
                    31**
                JANUARY
                    31**2005**
                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 2,112,000
        shares of its common stock at $0.025 per share for
        cash.
 
   **DARWIN
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 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 of
        100
        shars 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 $2,450
        ($3,000Cdn) on or before December 31, 2005; $5,750 ($7,000Cdn) on or before
        December 31, 2006, and $14,300 ($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 $4,100 ($5,000Cdn) on or before December 31,
        2005,
        $8,175 ($10,000Cdn) on or before December 31, 2006, $49,000 ($60,000Cdn)
        on or
        before December 31, 2007 and $130,100 ($160,000Cdn) on or before December
        31,
        2008. During the six month period ended July 31, 2005, the Company incurred
        exploration expenditures amounting to $5,979 ($7,507Cdn).
  Upon
        Completion Date, or as they may sooner agree, DEL and Howell will enter into
        a
        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.


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: unanticipated
        problems relating to exploration, hazards such as pollution, or other hazards
        which cannot be insured against or predicted, changes in economic conditions,
        availability of capital, 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.
  We
          have
          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.
          ("DEL").  DEL, was formed for the purpose of carrying out our mineral
          exploration program.
 Our
        option on this property is currently unexercised.  The option may
        be
        exercised at any time subject to DEL
        paying Howell $2,450 ($3,000Cdn) on or before December 31, 2005; $5,750
        ($7,000Cdn) on or before
        December 31, 2006 and $14,300 ($17,500) on or before Decmber 31, 2007. 
        In
        order to exercise
        the option DEL must also incur aggregate Exploration Expenditures of not
        less
        than $4,100 ($5,000Cdn)
        on or  before December 31, 2005, $8,175 ($10,000Cdn) on or before
        December
        31, 2006, $49,000
        ($60,000Cdn) on or before December 31, 2007 and $130,000 ($160,000Cdn) on
        or
        before December
        31, 2008.  We will either satisfy the payment terms of the Property
        Option
        Agreement in the timeframe
        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
 4
 Table
            of Contents
 
 Agreement,
              the optionor 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 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.


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**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 $58,311 in working capital as of July 31, 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. We have commenced and completed the field work phase
        of
        our initial exploration program. The report of our consulting geologist is
        anticipated to be available by the end of September, 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.
 
 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.


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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 d uring
      the
      next twelve months.





**Off
      Balance Sheet Arrangements**





As
      of
      July 31, 2005, there were no off balance sheet arrangements.





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





We
      did
      not earn any revenues from inception through the period ending July 31, 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 $17,964 for the three months ended July 31, 2005 and $37,052
      for the six months
      ended July 31, 2005. These operating expenses were substantially attributable
      to
      professional fees
      incurred in connection with our corporate organization and legal fees. We
      incurred professional fess
      in
      the amount of $8,906 for the three months ended July 31, 2005 and $22,457 for
      the six months ended
      July 31, 2005. We also incurred exploration expenditures in connection with
      Phase I of our mineral
      exploration program in the amount of $4,000 for the three months ended July
      31,
      2005 and $5,979
      for the six months ended July 31, 2005. 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
      filing periodic reports with the Securities Exchange Commission under the
      Securities Exchange Act
      of
      1934.





**Liquidity
      and Capital Resources**





We
      had
      cash of $59,311 and working capital of $58,311 as of July 31, 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 the sale of our common stock to fund additional
      phases of the




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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 a nd
      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.
            $2,000
                in connection with our geological consultant’s report on our first phase
                of mineralexploration





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





3.
            $37,000
                for operating expenses. Of this amount we plan to spend approximately
                $25,000 ongeneral,
                legal, accounting and administrative expenses associated with our
                becoming
                a reportingissuer
                under the Securities Exchange Act of 1934 and approximately $12,000
                relating toworking
                capital. We have allocated this $12,000 of working capital to office
                services to beprovided
                by Tenedos Management Corp. Monthly rental payments of $1,000 commencedFebruary
                1, 2005.





We
      had
      working capital in the amount of $58,311 as of July 31, 2005. Our total
      expenditures over the next
      twelve months are anticipated to be approximately $41,400. 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
      July
      31, 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. Basedupon that evaluation,
      our
      Chief Executive
      Officer and Chief Financial Officer concluded that, as of July 31, 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 July 31, 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 is
      accumulated and communicated to management, including our Chief Executive
      Officer and Chief Financial
      Officer, to allow timely decisions regarding required disclosure.





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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
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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





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.     Unregistered Sales
      of Equity Securities and Use of Proceeds**





None.





**Item
      3.     Defaults upon Senior
      Securities**





None.





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





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 July 31, 2005.





**Item
      5.     Other
      Information**





None.





**Item
      6.      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, asadopted
                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, asadopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to18
                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: September
      14, 2005






By:     /s/
        Robert Ferguson
 Robert
        Ferguson
 Title: **President
        and Chief Financial Officer**