SEC Company Response from DARWIN RESOURCES CORP. (CIK 0001309442) — May 24, 2005

DARWIN RESOURCES CORP. (CIK 0001309442)
Date: May 24, 2005 · CIK: 0001309442 · Accession: 0001255294-05-000324

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AI Filing Summary & Sentiment

File numbers found in text: 333-123081

Date

May 24, 2005

Author

President

Form

CORRESP

Company

DARWIN RESOURCES CORP. (CIK 0001309442)

Letter

Division of Corporate Finance Via fax: 202-942-9533 Re: Darwin Resources Corp. Registration Statement on Form SB-2 File No. 333-123081

Dear Mr. Lee:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Darwin Resources Corp. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form SB-2 to 10:00 a.m. Eastern Standard Time on May 25, 2005, or as soon thereafter as is practicable.

The Company acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

The Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance. Please call with any questions.

Darwin Resources Corp.

By:

/s/ Robert Ferguson

Robert Ferguson

President, Chief Executive Officer, Chief Financial Officer & Director

455-5525 West Boulevard

Vancouver, British Columbia, Canada V6M 3W6

Tele: (604) 669-9740

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CORRESP
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DARWIN
RESOURCES CORP.

May 24,
2005

THE
UNITED STATES SECURITIES

AND
EXCHANGE COMMISSION

Attn: Mr.
Albert C. Lee

Division
of Corporate Finance

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Mail Stop
03-09

Via
fax:   202-942-9533

Re:
Darwin
Resources Corp.

Registration
Statement on Form SB-2

File No.
333-123081

Dear Mr.
Lee:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Darwin Resources Corp.
(the “Company”) hereby requests acceleration of the effective date of its
Registration Statement on Form SB-2 to 10:00 a.m. Eastern Standard Time on May
25, 2005, or as soon thereafter as is practicable.

The
Company acknowledges the following:

    ·

      Should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the
filing;

    ·

      The
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

    ·

      The
      Company may not assert this action as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

Thank you
for your assistance. Please call with any questions.

Darwin
Resources Corp.

By:

/s/
Robert
Ferguson

       Robert
Ferguson

       President,
Chief Executive Officer, Chief Financial Officer &
Director

455-5525
West Boulevard

Vancouver,
British Columbia, Canada V6M 3W6

Tele:
(604) 669-9740

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