SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

      March 31, 2005

Robert Ferguson
President
Darwin Resources Corporation
455-5525 West Boulevard
Vancouver, B.C., V6M 3W6
Canada

Re:	Darwin Resources Corporation
	Registration Statement on Form SB-2
      Filed March 2, 2005
	File Number 333-123081

Dear Mr. Ferguson:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM SB-2

General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
2. Provide a currently dated and appropriately signed consent from
your independent accountants in the amendment for which you will
request effectiveness.

Registration Statement Cover Page
3. Although Form SB-2 does not contain a space to indicate that
the
securities are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, please
revise
to include this disclosure.

Prospectus Cover Page
4. Please revise the first paragraph to indicate that the selling
shareholders are offering up to 2,118,500 shares so that it is
clear
that some of the selling shareholders might not sell their shares.

Summary, page 4

5. Please revise the second sentence in the first paragraph to
state
when your option in the Rustyiron mineral claim expires.

6. Please explain the meaning of the terms "cells" and "adjoining
cells."
7. It appears as though the date for the Property Option Agreement
should be February 3 rather than February 7 based on the
information
in Exhibit 10.1.  Please revise or advise.

Risk Factors

General

8. We note your statement, "[t]he trading price of our common
stock
could decline due to ..."  Please revise to clarify that currently
your shares are not publicly traded.

9. Please revise the risk factors where appropriate to replace
generic language with specific disclosure of exactly how these
risks
have affected and will affect your operations, financial condition
or
business, and if practicable to quantify, the specific and
immediate
effects to investors of each risk that you have identified.
Please
revise to describe the adverse effect(s) in greater detail.

10. Please include a risk factor that addresses your option
interests
as it relates to the Canadian government.  Specifically, that the
availability to conduct an exploratory program on the Rustyiron
mineral claim is subject to consent by the land owners, which is
the
Province of British Columbia.  Furthermore, please disclose the
Canadian government can at anytime eject you from the land or
refuse
Darwin`s or William Howell`s interest in the land.  Finally,
please
discuss the risks and consequences should you or Mr. Howell either
1)
not complete exploration work on the mineral claims and pay a
filing
fee or 2) not pay the government owners in place of exploration
work.
Is obtaining an extension of the expiration within the discretion
of
the Canadian government if you make the required payment?  If it
is,
please disclose this information and the consequences if the
extensions are not granted.

11. Given that Mr. Ferguson owns approximately 71% of the equity
stock of Darwin Resources Corp., please add a risk factor that
discusses the risk and potential consequences to your market price
if
Mr. Ferguson decides to sell his shares or a large number of his
shares.  In your discussion, please include the number of your
presently outstanding shares held by him that are considered to be
unrestricted pursuant to Rule 144.
12. Please consider including a risk factor that discusses
Darwin`s
competition and your competitive position in your industry.  If a
small number of competitors are dominant in the industry, please
identify them.

13. Please consider including a risk factor that addresses the
maintenance of certain criteria should you become listed on the
Over-
The-Counter Bulletin Board and the consequences if you fail to
meet
these criteria.

14. Please include a risk factor which discusses the costs, risks
and
consequences of becoming a public company.  For example,
compliance
with federal securities regulations, reporting requirements,
Sarbanes-Oxley, etc.
15. We note your discussion on page 28 relating to forming a joint
venture with an alternate party if Mr. Howell chooses not to
remain
the operator.  Please consider including a risk factor disclosing
the
possibility that you may not be able to find a party to perform
this
role on terms that you find acceptable.
16. We note your disclosure on page 34 which states "if commercial
quantities are discovered, a ready market may not exist for the
sale
of the reserves."  Additionally you state that market
fluctuations,
and the proximity and capacity of natural resource markets may
affect
the marketability of substances discovered.  Please include a risk
factor disclosing the possibility that you may have difficulty
selling substances if any are discovered.
17. Please revise to include a risk factor disclosing that your
stock
will be considered a penny stock.  The discussion should discuss
the
consequences of being considered a penny stock, including the
impact
on liquidity.

If we do not obtain additional financing, our business will fail,
page 7

18. Please revise to disclose the amount of estimated costs to
complete the Phase I exploration program and the first portion of
a
Phase II program.
Because we will need additional financing to fund our extensive
exploration activities ..., page 8
19. Please revise to discuss the effect the auditor`s going
concern
opinion may have on your attempts to obtain financing.

Because our executive officers do not have formal training
specific
..., page 8
20. Please revise the caption to eliminate the reference to
"formal"
training.  It appears that Mr. Ferguson does not have formal
training, informal training or experience in the industry.  Please
revise your caption accordingly.

Because we anticipate our operating expenses will increase prior
to
our ..., page 9

21. Please revise the disclosure to indicate that as a result of
continuing losses, you may exhaust your resources and be unable to
complete the exploration of mineral claims.  Additionally, clearly
state that your accumulated deficit will continue to increase as
you
continue to incur losses.

Because access to the Rustyiron mineral claims may be restricted
by
inclement weather ..., page 9
22. Please revise to discuss the delays you have experienced due
to
inclement weather.

Because our president has only agreed to provide his services on a
part-time ..., page 9
23. Please disclose that you do not have an employment agreement
with
Robert Ferguson.  In addition, please disclose if you maintain a
key
man life insurance policy for him.

24. Please disclose that you currently have no full or part-time
employees for Darwin Resources Corporation or its wholly-owned
subsidiary DEL Explorations Ltd.
25. Please consider whether the number of hours Mr. Howell is
available to provide services to your company presents a risk.  If
it
does, please revise to include a separate risk factor disclosing
your
dependence on Mr. Howell.  The discussion should quantify the
number
of hours Mr. Howell can devote to your business and the
consequences
if these hours are not sufficient.

Because we will be subject to compliance with government
regulation
..., page 10

26. If you have experienced any difficulty with compliance of any
laws that affect your business, please revise to describe the
difficulties you have experienced and their impact on your
business.

Forward-Looking Statements, page 11

27. Please delete the statement that investors "should not place
too
much reliance on these forward-looking statements."  This
statement
may appear to be a disclaimer of responsibility for the statements
contained in your filing.  It should be sufficient to state that
actual results could differ materially from the forward-looking
statements.

Plan of Distribution, page 19

28. As you have not included the possibility that selling
shareholders may engage an underwriter to do a firm commitment
offering, please note that if any selling shareholders enters into
an
agreement with an underwriter to do a firm commitment offering, we
view this as a change requiring the filing of a post-effective
amendment.  The staff must declare the filing effective prior to
commencement of the offering.  Please confirm to us that you will
file a post-effective amendment if the selling shareholders enters
into a firm commitment offering agreement with an underwriter.

Significant Employees, page 21

29. Please add that Robert Ferguson is your only employee to the
first sentence in this section.

Description of Business

In General, page 26
30. Please revise the Business section to clarify the status of
your
operations.  For example:

* The first sentence of the section states that you are engaged in
the exploration of mineral properties;
* The third sentence refers to "further" exploration; and
* On page 38 you refer to the terms of the joint venture
agreement.

Please revise to clarify that you intend to engage in exploration.
Additionally, the discussion of the joint venture agreement should
clarify that you have not entered into such an agreement and the
discussion of the terms is actually a discussion of the expected
terms of the agreement.

31. Please explain the term "staked" on page 27.
32. We note your statements that your exploration has not yet
begun
and your statements that you expect the work will be completed
prior
to the end of April 2005.  If this estimate has changed since your
registration statement was filed, please revise to provide updated
information.

Competition, page 34

33. Please expand on your discussion in this section, simply
stating
the industry is intensively competitive is not sufficient.  For
example, perhaps your disclosure can discuss other company(s) or
individual(s) preempting your right to the mineral claims, the
presence of larger more well-established exploration and mining
companies in the industry, barriers to entry or the lack of such
barriers, etc.

Plan of Operations, page 36
34. We note your statement on page 37 that the second phase of the
exploration could be undertaken without the need to raise
additional
funding.  This statement appears inconsistent with the statement
on
page 34 which says that in order to complete Phase II you will
need
to raise additional capital.  Please revise or advise.

35. We note your disclosure that you have not taken any steps or
currently have no specific plans to raise additional capital on
page
38.  Please indicate if you expect to raise additional funds in
the
next 12 months.  If you are unable to determine whether you will
or
not, please disclose the reasons.
36. Please disclose how much time Mr. Howell can devote to your
business.

Results of Operations for Period Ending January 31, 2005, page 39
37. We note your disclosure that you anticipate professional fees
to
increase in the future in connection with the filing of the
registration statement with the Securities and Exchange
Commission.
Expenses that relate to your offering should be deferred and
deducted
from the proceeds of the offering.  Please refer to Staff
Accounting
Bulletin 5A.
38. We note from page 42 that rent is $1,300 per month.  Clarify
in
MD&A how much rent expense is reflected in the financial
statements.
Disclose when rent commenced.

Item 26. Recent Sales of Unregistered Securities
39. For each of your private placements, please revise to identify
the investors or classes of investors.  Please note that we
consider
accredited investors to be a recognized class but do not recognize
unaccredited investors to be an acceptable class.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm
40. We note that your audit report was signed by an audit firm
based
in Vancouver, Canada.  Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside of the United States.  In accordance with Article 2 of
Regulation S-X, we believe that the audit report of a registrant
(that is not a foreign private issuer) should ordinarily be
rendered
by an auditor licensed in the United States.  Further guidance may
be
found in Section 5.K of "International Reporting and Disclosure
Issues in the Division of Corporation Finance" on the Commission`s
website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217.
Please tell us whether your management and accounting records are
located in the United States or Canada as well as where the
majority
of the audit work is conducted.  We may have further comments.
41. The audit report should refer to the consolidated financial
statements.  Please revise.
42. Please verify the computation of loss per share.  It appears
that
loss per share would be $.00.  Also provide us your computation of
shares outstanding.  It is not clear how weighted average shares
outstanding can be less than 5,200,000 initially issued.

Consolidated Notes to Financial Statements

Note 2. Significant Accounting Policies

g) Foreign Currency Translation
43. Please explain to us how your policy for translating
transactions
in foreign currency into U.S. dollars complies with SFAS 52.
44. Please quantify the amount of assets and liabilities that are
not
in U.S. dollars as of January 31, 2005.

Note 5. Commitments and Subsequent Events
45. Please clarify whether the $1,979 has been paid to Howell.
The
Summary section as well as the Plan of Operations indicate that
this
amount has been paid.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it d