UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2009
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
For the transition period from                        to                      
 
Commission file number 000-21369
 
DARWIN RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
 
Delaware
 
26-1762478
State or other jurisdiction of
 
(IRS Employer
Incorporation or organization
 
Identification Number)
     
2202 N. West Shore Blvd, Suite 200, Tampa, FL
 
33607
(Address of principal executive offices)
 
(Zip Code)
 
(702) 448-7113
(Issuer’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed)
 

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

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

 
 
Large Accelerated filer   £
  Accelerated filer   £  
         
  Non-accelerated filer   £   Smaller reporting Company   R  
  (Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)   Yes   R   No  o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
20,534,655 common shares outstanding as of June 9, 2009.
 
DARWIN RESOURCES, INC.
TABLE OF CONTENTS
 
   
Page
     
 Part I -
Financial Information
1
     
 Item 1 -
Financial Statements
2
     
 
Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008
F-1
 
Unaudited Statements of Operations for the Three Months Ended March 31, 2009 and March 31, 2008
F-2
 
Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2009 and March 31, 2008.
F-3
 
Notes to Financial Statements
F-4
     
 Item 2 -
Management’s Discussion and Analysis or Plan of Operation
11
     
 Item 3 -
Quantitative and Qualitative Disclosures About Market Risk
16
     
 Item 4T -
Controls and Procedures
16
     
 Part II -
Other Information
 
     
 Item 1 -
Legal Proceedings
17
     
 Item 1A -
Risk Factors
17
     
 Item 2 -
Unregistered Sales of Equity Securities and Use of Proceeds
17
     
 Item 3 -
Defaults Upon Senior Securities
17
     
 Item 4 -
Submission of Matters to a Vote of Security Holders
17
     
 Item 5 -
Other Information
17
     
 Item 6 -
Exhibits
17
     
 
Certification of CEO Pursuant to Section 302
 
 
Certification of CFO Pursuant to Section 302
 
 
Certification of Officers Pursuant to Section 906
 
 
 
PART I — FINANCIAL INFORMATION
 
ITEM 1.      FINANCIAL STATEMENTS.
 
DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)

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

   
2009
   
2008
 
ASSETS
               
                 
Current Assets
               
Cash
 
$
-
   
$
2,218
 
                 
Total Assets
 
$
-
   
$
2,218
 
 
   
2009
   
2008
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
           
Current Liabilities
           
Bank Overdraft
 
$
769
   
$
-
 
Related Party Payable (Note 4)
   
78,675
     
71,757
 
Accrued Liabilities
   
70,822
     
60,847
 
Total Liabilities
   
150,266
     
132,604
 
                 
Commitments and Contingencies (Note 6)
               
                 
Stockholders' Deficit (Note 8)
               
Series A Preferred stock, $0.000001 par value, 3,000,000 shares authorized,
0 shares issued and outstanding at March 31, 2009
0 shares issued as outstanding at December 31, 2008
   
-
     
-
 
Series B Preferred stock, $0.000001 par value, 5,000,000 shares authorized,
5,000,000 shares issued and outstanding at March 31, 2009
0 share issued as outstanding at December 31, 2008
   
5
     
5
 
Common stock, $0.000001 par value, 500,000,000 shares authorized,
               
20,534,655 shares issued and outstanding at March 31, 2009
               
20,534,655 shares issued and outstanding at December 31, 2008
   
21
     
21
 
Additional Paid in Capital
   
49,864
     
49,864
 
Deficit Accumulated During the Development Stage *
   
(200,156
)
   
(180,276
)
Total Stockholders' Deficit
   
(150,266
)
   
(130,386
)
Total Liabilities and Stockholders' Deficit
 
$
-
   
$
2,218
 
 
* Accumulated since June 21, 2007, deficit eliminated of $92,511,065.

 
 
The accompanying notes are an integral part of these financial statements.
F-1
DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
 
   
Three Months Ended March 31,
   
Cumulative Period From June 21, 2007(inception of the development stage) to
 
   
2009
   
2008
   
March 31, 2009
 
Net Sales
 
$
-
   
$
-
   
$
-
 
Cost of Sales
   
-
     
-
     
-
 
Gross Profit
   
-
     
-
     
-
 
                         
Operating Expenses
                       
                         
Board Compensation
   
6,000
     
6,000
     
42,600
 
Consulting
   
9,000
     
9,000
     
63,900
 
Investor Relations
   
-
     
-
     
6,670
 
Legal Fees
   
-
     
-
     
14,681
 
Other Operating Expenses
   
3,962
     
1,529
     
68,362
 
                         
Total Operating Expenses
   
18,962
     
16,529
     
196,213
 
                         
Loss From Operations
   
(18,962
)
   
(16,529
)
   
(196,213
)
                         
Interest Expense
   
(918
)
   
(528
)
   
(3,943
)
                         
Net Loss Before Income Taxes
   
(19,880
)
   
(17,057
)
   
(200,156
)
                         
Provision for Income Taxes 
   
-
     
-
     
-
 
                         
Net Loss
 
$
(19,880
)
 
$
(17,057
)
 
$
(200,156
)
Loss Per Common Share
                       
Basic
 
$
(0.00
)
 
$
(0.00
)
       
Diluted
 
$
(0.00
)
 
$
(0.00
)
       
                         
Weighted-Average Shares Used to Compute:
                       
Basic Loss Per Common Share
   
20,534,655
     
20,534,655
         
Diluted Loss Per Common Share
   
20,534,655
     
20,534,655
         

 
The accompanying notes are an integral part of these financial statements.
F-2
DARWIN RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
 
   
Three Months Ended
March 31, 2009
   
Three Months Ended
March 31, 2008
   
Cumulative Period From June 21, 2007 (inception of the development stage) to March 31, 2009
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net Loss
 
$
(19,880
)
 
$
(17,057
)
 
$
(200,156
)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
                       
Changes in Assets and Liabilities
                       
Accrued Expenses
   
9,975
     
10,225
     
70,822
 
NET CASH USED IN OPERATING ACTIVITIES
   
(9,905
) 
   
6,832
     
(129,334
) 
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Bank Overdraft
   
769
     
-
     
769
 
Proceeds From Related Party Payable
   
6,918
     
6,832
     
78,565
 
Proceeds From Sale of Stock
   
-
     
-
     
50,000
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
7,687
     
6,832
     
129,334
 
                         
(DECREASE) INCREASE IN CASH
   
(2,218
) 
   
-
     
-
 
                         
CASH - BEGINNING OF PERIOD
 
$
2,218
   
$
-
   
$
-
 
CASH - END OF PERIOD
 
$
-
   
$
-
   
$
-
 
                         
Supplemental disclosure:
                       
                         
Cash Paid for Interest
 
$
-
   
$
-
   
$
-
 
Cash Paid for Income Taxes
 
$
-
   
$
-
   
$
-
 
                         
NONCASH INVESTING AND FINANCING ACTIVITIES
                       
Other
 
$
-
   
$
-
   
$
-
 






 

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

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

Darwin Resources, Inc. (the "Company") was originally incorporated on June 24, 1993 in the State of Florida as Vitech America, Inc.  On September 28, 2007, the Company re-incorporated in the State of Delaware, with the Delaware Corporation being the surviving entity.
 
The Company was originally engaged as a manufacturer and distributor of computer equipment in Brazil.  The Company evolved into a vertically integrated manufacturer and integrator of complete computer systems and business network systems selling directly to end-users.  A diversified customer base widely distributed throughout Brazil was developed.  In September of 1996, the company had over 8,000 customers and established a clearly defined channel for marketing additional hardware products, such as updated peripheral products, new computers, new network products as well as services, such as internet access services.  The company marketed its products throughout Brazil under the trademarks EasyNet, MultiShow, and Vitech Vision.
 
On August 17, 2001, the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida (case no. 01-18857). As a result of the filing, all of the Company's properties were transferred to a United States Trustee and the Company terminated all of its business operations. The Bankruptcy Trustee has disposed of all of the assets. On March 14, 2007 the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court Southern District of Florida.
 
On June 21, 2007, pursuant to its Order Granting the "plaintiff’s motion for acceptance of receiver’s report and release of receiver" (the "Order") and to close the case, Brian Goldenberg as receiver of Darwin Resources pursuant to Florida Statue 607, the Eleventh Judicial Circuit, In and For Miami-Dade County, Florida was released as receiver of the Company.   The purpose of appointing the receiver was to determine if the company could be reactivated and operated in such a manner so that the Company can be productive and successful.  Pursuant to Section 607.1432 of the Florida Statutes alternative remedies to dissolution and liquidation would be determine as to whether the Company could be saved. The actions of the receivership include:
 
- To settle the affairs, collect the outstanding debts, sell and convey the property, real and personal
 
- To demand, sue for, collect, receive and take into his or their possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the corporation
 
- To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation
 
- Provided that the authority of the receivership is to continue the business of the corporation and not to liquidate its affairs or distribute its assets

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

In accordance with the Order, Mr. Goldenberg appointed Mark Rentschler as sole interim Director and President. In September 2007, the Company changed its name to Darwin Resources, Inc. The Company raised operating capital through the sale of equity securities, which the Company used to recruit and organize management, and to finance the initial costs associated with corporate strategic planning and development.

CHANGE OF CONTROL

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

On June 28, 2007, in accordance with the order and in lieu of repayment of Mark Rentschler’s capital contribution, the Company issued Downing Street Corporation (“DSC”) 5,000,000 shares of its newly created Series B Preferred Stock, which represented approximately 19.58% of the total ownership of the Company as of June 6, 2008 in accordance with the order. Mr. Rentschler is the managing director at DSC. The preferred stock carried voting rights which effectively made DCS the holder of approximately 99% of the voting rights in the Company's outstanding common and preferred stock.  The voting rights also provided that in no event will the preferred stock voting rights consist of less than 51% of the total voting rights in the Company's outstanding common and preferred stock.

F-4
On September 28, 2007, Darwin Resources Inc. was incorporated in Delaware for the purpose of merging with Vitech America, Inc., a Florida Corporation, so as to effect a re-domicile to Delaware.  The Delaware Corporation is authorized to issue 500,000,000 shares of $0.000001 par value common stock and 8,000,000 shares of $0.000001 par value preferred stock. On September 28, 2007, both Vitech America, the Florida corporation and Darwin Resources, the Delaware corporation, signed and filed Articles of Merger, with the respective states, pursuant to which the Delaware corporation, Darwin Resources, was the surviving entity.  The shareholders of record of Vitech America, Inc. received 1 share of new common stock for every 1 share of Vitech America common stock and 1 share for every 1 share of preferred stock they owned.

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

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

BASIS OF PRESENTATION

On June 21, 2007 , the a majority of the stockholders of record of the Company approved a plan of quasi-reorganization which called for restatement of accounts to eliminate the accumulated deficit and related capital accounts on the Company's balance sheet.  The quasi-reorganization was effective June 21, 2007. Since June 21, 2007, the Company has been in the development stage, and has not commenced principal operations.

Darwin Resources, Inc is a development stage company as described by Statements of the Financial Accounting Standards Board No. 7 (“SFAS 7.”) SFAS states that a business is considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:

1.
Planned principal operations have not commenced.
2.
Planned operations have commenced, but there has been no significant revenue therefrom.
 
The Company’s management believes the Company is a development stage entity as it is in the process of attempting to acquire assets, namely that of a potential albeit currently unidentified merger candidate, and is also exploring various forms of financing and capital structures in order to facilitate a possible merger with a merger candidate. The Company has considered SFAS 7, paragraph 11, footnote 7, and has determined that the Company qualifies as a dormant entity which has been reactivated to undertake development stage operations, and as such, has determined June 21, 2007 to be the inception date of the development stage.
 
The Company anticipates that after an exhaustive search, the Company’s management will have identified and entered into a letter of intent to merge with another company by the end of 2009, if not sooner. As of March 31, 2009, the company had a total deficit of $200,156 from operations in pursuit of this objective.
 
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a deficit accumulated during the development stage of $200,156 as of March 31, 2009.
 
The Company is exploring sources to obtain equity or debt financing. The Company intends to participate in one or more as yet unidentified business ventures, which management may select after reviewing the business opportunities for its profit or growth potential.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
General Statement
 
The SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” (“FRR 60”), suggesting that companies provide additional disclosure and commentary on their most critical accounting policies.
 
F-5
In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results the Company reports in its financial statements. The Company believes that the critical accounting policies and procedures listed below, among others, affect its more significant judgments and estimates used in the preparation of the Company's consolidated financial statements.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents .
 
Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period in which they are determined to be necessary.
 
Fair Value of Financial Instruments
 
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.
 
Concentrations of Credit Risk
 
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and related party payables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. 
Income Taxes

The Company follows Statement of Financial Standards (SFAS) No. 109, “Accounting for Income Taxes” (SFAS No. 109) and FASB Interpretation No. 48, ”Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN No. 48”). Under SFAS No. 109, which establishes financial accounting assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It establishes financial accounting assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such amounts were not material during the three months ended March 31, 2009 and 2008, respectively.

FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN No. 48, the impact of an uncertain income tax position(s) on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN No. 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Such amounts required to be recorded under FIN No. 48 were not material during the years ended March 31, 2009 and 2008, respectively.
 
F-6
Revenue Recognition
 
Revenues are recognized in the period that services are provided. For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104,  Revenue Recognition  ("SAB104"), which supersedes Staff Accounting Bulletin No. 101,  Revenue Recognition in Financial Statements  ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period that the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.  
 
SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),  Multiple-Deliverable Revenue Arrangements.  EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant.

Related Party Transactions
 
Related party transactions are fully disclosed within Darwin Resources, Inc.’s financial statements for the three months ended March 31, 2009 and 2008, respectively.
 
Net Loss per Common Share

The Company utilizes SFAS No. 128, “Earnings per Share” to calculate earnings/loss per share. Basic earnings/loss per share is computed by dividing the earnings/loss available to common stockholders (as the numerator) by the weighted-average number of common shares outstanding (as the denominator). Diluted earnings/loss per share is computed similar to basic earnings/loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potential common stock (including common stock equivalents) had all been issued, and if such additional common shares were dilutive. Under SFAS No. 128, if the additional common shares are dilutive, they are not added to the denominator in the calculation. Where there is a loss, the inclusion of additional common shares is anti-dilutive (since the increased number of shares reduces the per share loss available to common stock holders).
 
Stock-Based Compensation

In December 2004, FASB issued Statement No. 123(R),  Share-Based Payment,  which establishes accounting standards for transactions in which an entity receives employee services in exchange for (a) equity instruments of the entity or (b) liabilities that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of equity instruments. Effective July 1, 2005, the Company adopted SFAS 123(R), which requires the Company to recognize the grant-date fair value of stock options and equity based compensation issued to employees in the statement of operations. The statement also requires that such transactions be accounted for by using the fair-value-based method, thereby eliminating use of the intrinsic method of accounting in APB No. 25,  Accounting for Stock Issued to Employees,  which was permitted under Statement No. 123, as originally issued.

Stock based compensation for the three months ended March 31, 2009 and 2008 was $0 and $0, respectively.
 
Foreign currency translation

The reporting currency of the Company is the US dollar. The Company’s principal operating subsidiary established in Brazil utilizes the local currency, the "real," as the functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the Wall Street Journal at the end of the period.
 
F-7
Translation adjustments resulting from this process are included in accumulated other comprehensive income in stockholders’ equity on the balance sheets. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

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

NOTE 3 - GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had cumulative losses of $200,156 as of March 31, 2009. The Company continues to incur expenses as a result of being a public company and also during its search for a merger candidate. The ability of the Company to operate as a going concern depends upon its ability to obtain outside sources of working capital and/or generate positive cash flow from operations. Management is aware of these requirements and is undertaking specific measures to address these liquidity concerns. Specifically, the Company has refocused its efforts on suitable merger candidates. The Company believes its outlook is promising and in particular that internal cashflows will improve and sources of external financing will continue to be available upon demand. Notwithstanding the foregoing, there can be no assurance that the Company will be successful in obtaining such financing, that it will have sufficient funds to execute its business plan or that it will generate positive operating results. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

NOTE 4 - RELATED PARTY PAYABLE
 
The table below details transactions for the related party payable to entities affiliated with the Company's President during the three months ended March 31, 2009:
 
Beginning balance payable, as of December 31, 2008
 
$
71,757
 
Accrued board compensation
   
6,000
 
Interest accrued on outstanding balance
   
918
 
Ending balance payable, as of March 31, 2009
 
$
78,675
 

Payment terms are undefined and the related party payable bears interest at 5% per annual.

NOTE 5 - INCOME TAXES

The FASB has issued Statement of Financial Accounting Standards No. 109 (“SFAS 109”), “Accounting for Income Taxes”, which requires the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

The Company's net deferred tax asset as of March 31, 2009 and December 31, 2008 consisted of the following:
 
   
March 31, 2009
   
December 31, 2008
 
Net operating loss carry forward
 
$
39,400
   
$
31,400
 
Valuation allowance
   
(39,400
)
   
(31,400
)
Net deferred tax asset
 
$
-
   
$
-
 
 
F-8
The components of current income tax expense for the three months ended March 31, 2009 and 2008, respectively, consisted of the following:  
 
   
March 31, 2009
   
March 31, 2008
 
Current federal tax expense
 
$
-
   
$
-
 
Current state tax expense
   
-
     
-
 
Change in NOL benefits
   
8,000
     
31,400
 
Change in valuation allowance
   
(8,000
) 
   
(31,400
) 
Income tax expense
 
$
-
   
$
-
 

The following is a reconciliation of the provision for income taxes at the United States federal income tax rate to the income taxes reflected in the Statement of Operations:  
 
   
March 31, 2009
   
March 31, 2008
 
Tax expense (credit) at statutory rate-federal
    (35%)       (35%)  
State tax expense net of federal tax
    (6%)       (6%)  
Changes in valuation allowance
    (41%)       (41%)  
Tax expense at actual rate
    0%       0%  

These net operating loss carry forwards of approximately $200,000 begin to expire in 2028.

NOTE 6 - COMMITMENTS & CONTINGENCIES
 
As of the date of this report, the Company was not aware of any threatened or pending legal proceedings against it.

NOTE 7 - LOSS PER SHARE
 
The Company utilizes SFAS No. 128, "Earnings per Share" to calculate gain/loss per share. Basic earnings/loss per share is computed by dividing the earnings/loss available to common stockholders (as the numerator) by the weighted-average number of common shares outstanding (as the denominator). Diluted earnings/loss per share is computed similar to basic earning/loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potential common stock (including common stock equivalents) had all been issued, and if such additional common shares were dilutive.

Basic Earning Per Share Computation
 
Three Months Ended March 31, 2009
   
Three Months Ended March 31, 2008
 
             
Net (Loss) Income
 
$
(19,880
)
 
$
(17,057
)
                 
(Loss) Income available to common stockholders
 
$
(19,880
)
 
$
(17,057
)
                 
Basic (Loss) Income per common share
 
$
(0.00
)
 
$
(0.00
)
Weighted-average shares used to compute:
               
Basic (Loss) Income per share
   
20,534,655
     
20,534,655
 
 
 
F-9
 
Diluted Earning Per Share Computation
 
2009
   
2008
 
             
Net (Loss) Income
 
$
(19,880
)
 
$
(17,057
)
                 
(Loss) Income available to common stockholders
 
$
(19,880
)
 
$
(17,057
)
                 
Diluted (Loss) Income per common share
 
$
(0.00
)
 
$
(0.00
)
Weighted-average shares used to compute:
               
Diluted (Loss) Income per share
   
20,534,655
     
20,534,655
 

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

  NOTE 8 – STOCKHOLDERS DEFICIT

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

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

Common stock:

 
1.  
Authorized shares are 500,000,000
 
2.  
Voting rights are equal to one vote per share of stock
 
3.  
Par value of $0.000001

Series A Preferred Stock:

 
1.  
Authorized shares are 3,000,000
 
2.  
Voting rights are equal to one vote per share of stock
 
3.  
Par value of $0.000001

Series B Preferred Stock:

 
1.  
Authorized shares are 5,000,000
 
2.  
Voting rights are equal to the larger of 1,000 votes per share of stock or 51% of the total voting rights of the Company’s stockholders when considering all classes of stock.
 
3.  
Par value of $0.000001
 
4.  
The right to the majority of the seats on the Company’s board of directors

On June 28, 2007, the company’s sole officer and director, Mark Rentschler, purchased 5,000,000 shares of the company’s Series B Preferred Stock, issued to DSC, by court order dated June 21, 2007 in lieu of repayment of approximately $50,000 in debts Mark Rentschler had incurred during the process of managing the affairs of the company during 2007 and 2006, respectively.
 
 
F-10
ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS.

The discussion and financial statements contained herein are for the three months ended March 31, 2009 and March 31, 2008. Please refer to the Form 10-K filed with the SEC on April 15, 2009, which included the Company’s audited consolidated financial statements as of December 31, 2008 and 2007.
 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
This report contains forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements, including statements regarding our ability to continue to create innovative technology products, our ability to continue to generate new business based on our sales and marketing efforts, referrals and existing relationships, our financing strategy and ability to access the capital markets and other risks discussed in our Risk Factor section included in our Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission April 15, 2009. Although we believe the expectations expressed in the forward-looking statements included in this Form 10-Q are based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause our actual results to differ materially from those expressed in any forward-looking statements. We cannot assure you that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
 
Company Overview

Currently, we are a non-operating shell corporation.  We intend to effect a merger, acquisition or other business combination with an operating company by using a combination of capital stock, cash on hand, or other funding sources, if available.  We intend to devote substantially all of our time to identifying potential merger or acquisition candidates.  There can be no assurances that we will enter into such a transaction in the near future or on favorable terms, or that other funding sources will be available.  A more detailed discussion of the current business plan is set forth below.
 
Plan of Business

History

Darwin Resources, Inc. (the "Company") was originally incorporated on June 24, 1993 in the State of Florida as Vitech America, Inc. On September 28, 2007, Darwin Resources, Inc., merged with Vitech America, Inc., so as to effect a redomicile to Delaware and a name change. Darwin Resources, Inc., was incorporated in Delaware for the purpose of merging with Vitech America, Inc.
 
The Company was originally engaged as a manufacturer and distributor of computer equipment and related markets in Brazil.  The Company evolved into a vertically integrated manufacturer and integrator of complete computer systems and business network systems selling directly to end-users.  A diversified customer base widely distributed throughout Brazil was developed.  In September of 1996, the Company had over 8,000 customers and established a clearly defined channel for marketing additional hardware products, such as updated peripheral products, new computers, new network products as well as services, such as internet access services.  The Company marketed its products throughout Brazil under the trademarks EasyNet, MultiShow, and Vitech Vision.
 
On August 17, 2001, the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida (case no. 01-18857). As a result of the filing, all of the Company's properties were transferred to a United States Trustee and the Company terminated all of its business operations. The Bankruptcy Trustee has disposed of all of the assets. On March 14, 2007, the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court Southern District of Florida.
 
On June 21, 2007, pursuant to its Order Granting the "plaintiff’s motion for acceptance of receiver’s report and release of receiver" (the "Order") and to close the case, Brian Goldenberg as receiver of the Company pursuant to Florida Statue 607, the Eleventh Judicial Circuit, In and For Miami-Dade County, Florida was released as receiver of the Company.   
 
11
The purpose of appointing the receiver was to determine if the Company could be reactivated and operated in such a manner so that the Company can be productive and successful.  Pursuant to Section 607.1432 of the Florida Statutes, alternative remedies to dissolution and liquidation would be determined as to whether the Company could be saved. The actions of the receivership include:
 
-
To settle the affairs, collect the outstanding debts, sell and convey the property, real and personal
 
-
To demand, sue for, collect, receive and take into his or their possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choices in action, bills, notes and property, of every description of the Company.
 
-
To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the Company.
 
-
Provided that the authority of the receivership is to continue the business of the Company and not to liquidate its affairs or distribute its assets
 
-
To exercise the rights and authority of a Board of Directors and Officers in accordance with state law, the articles and bylaws
 
In accordance with the Order, Mr. Goldenberg appointed Mark Rentschler as sole interim Director and President.
 
In September 2007, the Company changed its name to Darwin Resources, Inc. The Company raised operating capital through the sale of equity securities, which the Company used to recruit and organize management, and to finance the initial costs associated with corporate strategic planning and development.

Change of Control

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

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

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

Accordingly, DSC is an affiliated entity.

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

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

12
On March 31, 2008, the Company's trading symbol was changed to "DRWN.PK."

On or about November 14, 2008, our registrations statement filed with the SEC on Form 10 became effective.  Accordingly, we resumed the filing of reporting documentation in an effort to maximize shareholder value.  Our best use and primary attraction as a merger partner or acquisition vehicle is our status as a reporting public company.  Any business combination or transaction may potentially result in significant issuance of shares and substantial dilution to our stockholders.

As of June 9, 2009, the Company is not in negotiations with, nor does it have any agreements with any potential merger candidates.

Current Business Plan 

We are a shell company in that we conduct nominal operations and have nominal assets. At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire the perceived advantages of an Exchange Act registered corporation. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another. 

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

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

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

The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors. We intend to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of our officers and directors. In analyzing prospective business opportunities, we will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors.
 
13
Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and investigation to evaluate the above factors. 

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

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

Acquisition of Opportunities 

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

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

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

With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders. 

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms. 
 
 

 
14
Competition 

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

Employees 

We have no employees. Our business will be managed by our officer and directors, who may become employees. We do not anticipate a need to engage any fulltime employees at this time. The need for employees and their availability will be addressed in connection with our proposed operations.

Results of Operations

Revenues

Revenues were $0 for the three months ended March 31, 2009 and March 31, 2008.

Operating Expenses

Operating expenses for the three months ended March 31, 2009 were $18,962 compared to $16,529 for the three months ended March 31, 2008.  Operating expenses were comparable and included board compensation and consulting fees, among other expenses.  The lack of significant expenses during each period is attributed to the lack of negotiations and activity related to prospective merger or acquisition candidates.

(Loss) From Operations

Loss from operations for the three months ended March 31, 2009 was $19,880 as compared to $17,057 for the three months ended March 31, 2008.  The increase in net loss is directly attributable to the increase in operating expenses described above.

LIQUIDITY AND CAPITAL RESOURCES

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

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

As of March 31, 2009, the Company had current assets consisting of cash and cash equivalents in the amount of $0.  As of March 31, 2009, the Company had current liabilities consisting of a bank overdraft, related party payables and accrued expenses of $769, $78,675 and $70,822, respectively.

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

15
There are no limitations in our certificate of incorporation restricting our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.
 
MATERIAL TRENDS AND UNCERTAINTIES
 
We are a shell company. Should our cash flow shortfalls continue, and should we be unsuccessful in raising capital, it will have an adverse impact on our business, which in turn will have an adverse impact on our financial condition and results of operations. While we are actively assessing our cash flow needs and pursuing multiple avenues of financing and cash flow generation, there can be no assurance that our activities will be successful. If our fundraising efforts are not successful, it is likely that we will not be able to meet our obligations as they come due.
 
ITEM 3. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.
 
ITEM 4T. 
CONTROLS AND PROCEDURES
 
(a)  Evaluation of Disclosure Controls.  Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal quarter ended March 31, 2009 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is 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 by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, the CEO concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules based on the material weakness described below:

 
1.  
Management's conclusion is based on, among other things, the audit adjustments recorded for fiscal years 2008 and 2007, and for the lack of segregation of duties and responsibilities within the Company.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b)  Changes in internal control over financial reporting.   In order to rectify our ineffective disclosure controls and procedures, we are developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we have taken the following steps to address the above-referenced material weaknesses in our internal control over financial reporting:
 
 
1.
We will continue to educate our management personnel to comply with the disclosure requirements of Securities Exchange Act of 1934 and Regulation S-K; and
 
2.
We will increase management oversight of accounting and reporting functions in the future.
 
16
PART II — OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS.

We may be involved in litigation, negotiation and settlement matters that may occur in our day-to-day operations. Management does not believe the implication of this type of litigation will have a material impact on our financial statements.
 
ITEM 1A. 
RISK FACTORS

Not required for smaller reporting companies.

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.

NONE.

ITEM 5.
OTHER INFORMATION.

NONE.
 
ITEM 6.
EXHIBITS.
 
 
 
 
17
SIGNATURE
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
DARWIN RESOURCES, INC.
 
 
(Registrant)
 
       
Date: June 9, 2009
By:
/s/ Mark Rentschler
 
   
Mark Rentschler
 
   
Chief Executive Officer, Principle Accounting Officer
 
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
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