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EX-31.1 - CERTIFICATION - Pulse Beverage Corpexhibit31-1.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2010

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

Commission file number 000-53586

DARLINGTON MINES LTD.

Nevada
(State or other jurisdiction of incorporation or organization)

20A, Time Centre, 53-55 Hollywood Road,
Central Hong Kong
(Address of Principal Executive Offices, including zip code)

(852) 5371 1266
(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   Securities registered pursuant to section 12(g) of the Act:
None   Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
Yes [   ]   No [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [X]   No [  ]

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 [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [   ]   No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   Yes [X]   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 [  ]  (Do not check if a smaller reporting company) Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X]   No [   ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of October 31, 2010: $nil.  The registrant had 3,515,000 shares of common stock outstanding as of January 14, 2011.


FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and uncertainties.  Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties outlined in this annual report under “Risk Factors”.  These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this annual report.  Forward-looking statements in this annual report include, among others, statements regarding:

  • our capital needs;
  • business plans; and
  • expectations. 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Some of the risks and assumptions include:

  • our need for additional financing;
  • our history of operating losses;
  • the competitive environment in which we operate;
  • changes in governmental regulation and administrative practices;
  • conflicts of interest of our directors and officers;
  • our ability to fully implement our business plan;
  • our ability to effectively manage our growth; and
  • other regulatory, legislative and judicial developments.

We advise the reader that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf.  Important factors that you should also consider, include, but are not limited to, the factors discussed under “Risk Factors” in this annual report.

The forward-looking statements in this annual report are made as of the date of this annual report and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

AVAILABLE INFORMATION

Darlington Mines Ltd. files annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission (the “SEC”).  You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.

REFERENCES

As used in this annual report: (i) the terms “we”, “us”, “our”, “Darlington” and the “Company” mean Darlington Mines Ltde.; (ii) “SEC” refers to the Securities and Exchange Commission; (iii) “Securities Act” refers to the United States  Securities Act of 1933, as amended; (iv) “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.


TABLE OF CONTENTS

ITEM 1. BUSINESS 3
     
ITEM 1A. RISK FACTORS 3
     
ITEM 1B. UNRESOLVED STAFF COMMENTS 4
     
ITEM 2. PROPERTIES 4
     
ITEM 3. LEGAL PROCEEDINGS 4
     
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5
     
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 6
     
ITEM 6. SELECTED FINANCIAL DATA 6
     
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6
     
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8
     
ITEM 8. FINANCIAL STATEMENTS 8
     
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 16
     
ITEM 9A(T). CONTROLS AND PROCEDURES 16
     
ITEM 9B. OTHER INFORMATION 17
     
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 17
     
ITEM 11. EXECUTIVE COMPENSATION 19
     
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 21
     
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 22
     
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 23
     
ITEM 15. EXHIBITS 23

- 2 -


PART I

ITEM 1.  BUSINESS

General

We were incorporated in the State of Nevada on August 23, 2006.  We are a development stage corporation. A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan. Since October, 2010 we have been searching for business opportunities to exploit the growing China economy. We maintain our statutory registered agent's office at CT Corporation System, 520 Pike Street, Suite 985, Seattle, Washington 98101 and our corporate office is located at 20A, Time Centre, 53-55 Hollywood Road, Central, Hong Kong. Our telephone number is 852-3014-8400.

We have no plans to change our business activities and are not aware of any events or circumstances that might cause our plans to change. We have no revenues, have achieved losses since inception, have no operations and have been issued a going concern opinion.

Background

In June 2007, Michelle Masich, our former president acquired one mineral property containing one claim located in British Columbia, Canada. On October 16, 2009 the claim expired, currently we do not have the right to conduct exploration activities on any properties.

We were seeking a new property for exploration in Asia. Effective October, 2010, we have changed our plan to seeking a business opportunity to exploit the growing China economy. 

Employees and Employment Agreements

At present, we have no employees, other than our sole officer and director. Our sole officer and director is a part-time employee and will devote about 10% of his time to our operations. Our sole officer and director does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole officer and director.  Our sole officer and director will handle our administrative duties. Because our sole officer and director is inexperienced with exploration, he will hire qualified persons to perform the surveying, exploration, and excavating of our property. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.

ITEM 1A.  RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.  We discuss all material risks in the risk factors. 

1.  Our auditors have issued a going concern opinion.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue operations for the next twelve months.

2.  Our plan of operation is limited to find a business opportunity. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.

Our plan of operation is to find a suitable business opportunity to exploit the growing China economy.  Accordingly, in the near-term, we will not generate any revenues as a result of your investment.

3.  We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

- 3 -


We were incorporated on August 23, 2006, and we have not started business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $197,402.  To achieve and maintain profitability and positive cash flow we are dependent upon:

    * our ability to locate and acquire a business venture
* our ability to finance its development
* our ability to generate revenues and profits

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the search for business opportunities.  As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

4.  Because we are small and do not have much capital, we may have to limit our activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our activity. As such we may not be able to complete a successful acquisition of a business opportunity. Without a business venture, we cannot generate revenues and you will lose your investment.

5.  Because Francis Chiew, our sole officer and director, has other outside business activities, he will only be devoting 10% of his time, or four hours per week to our operations, our operations may be sporadic which may result in periodic interruptions.

Because Francis Chiew, our sole officer and director, has other outside business activities, he will only be devoting 20% of his time, or eight hours per week, to searching for a business for the Company to acquire. As a result, our operations may be sporadic and occur at times which are convenient to Mr. Chiew. 

6.  If our sole officer and director resigns or dies without having found replacements our operations will be suspended or cease. If that should occur, you could lose your investment.

We have one officer who is our sole director. We are entirely dependent upon him to conduct our operations.  If he should resign or die there will be no one to carry on our operations.  Further, we do not have key person insurance. If that should occur, until another person is located to run us, our operations will be suspended or cease entirely. In that event it is possible you could lose your entire investment. 

7.  Because there is a limited public trading market for our common stock, you may not be able to resell your stock and as a result your investment is illiquid.

There is currently a limited public trading market for our common stock on the QB Tier of the Pink OTC Markets.   As a result, your investment is somewhat illiquid and you may not be able to sell your stock.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

We currently do not own any property.

ITEM 3.  LEGAL PROCEEDINGS

We are not presently a party to any litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter, there were no matters submitted to a vote of our shareholders.

- 4 -


PART II

ITEM 5. MARKET PRICE FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The market for our common stock is limited, volatile and sporadic. The following table sets forth the high and low bid prices relating to our common stock for the periods indicated, as provided by the OTC Bulletin Board. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

     Fiscal Year 2010 High Bid Low Bid
      Forth Quarter No Bid No Bid
      Third Quarter No Bid No Bid
      Second Quarter No Bid No Bid
      First Quarter No Bid No Bid

Holders

There are 20 holders of record for our common stock.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Recent Sales of Unregistered Securities

None.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the foregoing may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRAs toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance under such a plan.

- 5 -


No Repurchases

Neither we nor any of our affiliates have made any purchases of our equity securities during the fourth quarter of our fiscal year ended October 31, 2010.

ITEM 6.  SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with (i) our audited consolidated financial statements as at October 31, 2010 and 2009 and (ii) the section entitled “Business”, included in Item 1 in this Form 10-K Annual Report. 

The discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Annual Report.

Plan of Operations

We are a development stage company and have not yet acquired a business nor generated or realized any revenues from our operations to date.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we acquire a business. There is no assurance we will ever acquire a suitable business.  We do not have sufficient funds to maintain our operations for the next 12 months.

We do not intend to hire additional employees at this time. All of the search for any business opportunity will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Results of Operations

Since our inception we completed our public offering and, in October 2008, we completed our public offering and received $101,500. We then conducted exploration activities on one property. We did not obtain any favorable information from our exploration activity and accordingly, the claim was allowed to expire. 

Milestones

The following are our milestones:

    locate and acquire a business venture
finance its development
generate revenues and profits

Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

- 6 -


We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Additional equity financing could result in additional dilution to our existing shareholders.

Year ended October 31, 2010 and 2009

The following table sets forth certain financial information relating to the Company for the years ended October 31, 2010 (“2010”) and October 31, 2009 (“2009”). The financial information presented has been rounded to the nearest thousand $ and is derived from the audited financial statements included under Item 8 in this Form 10-K.

    2010     2009  
    $     $  
Revenue        
             
Expenses            
             
Donated rent   -     3,000  
Donated services   -     12,000  
General and administrative   4,224     2,604  
Interest expense   833     545  
Impairment loss on mineral properties   -     6,545  
Professional fees   17,621     29,091  
             
Total Expenses   22,678     53,785  
             
Net Loss   (22,678 )   (53,785 )

The following discussion should be read in conjunction with the audited consolidated financial statements (including the notes thereto) included under Item 8 in this Form 10-K.

Revenues

The Company has had no revenues since inception.

Expenses

Expenses decreased by $31,107 to $22,678 (2009 - $53,785). This decrease was a result of: a decrease of $15,000 in donated rent and services to $nil (2009 - $15,000); a decrease in professional fees of $11,470 to $17,621 (2009 - $29,091) due to the Company finding less expensive professionals and doing more work in-house; and a decrease in mineral property expenses of $6,545 to $nil (2009 - $6,545) due to the dropping of the mineral property in October, 2009.

Net Loss

The net loss for 2010 decreased by $31,107 to $22,678 (2009 - $53,785). This decrease in loss was due to the changes in expenses discussed above.

Liquidity and Capital Resources

At the present time, we have no cash and have not made any arrangements to raise additional cash. We currently need additional funds and if we are unable to source them we will either have to suspend operations until we do raise the cash, or cease operations entirely. As of October 31, 2010, our total assets were $nil and our total liabilities were $27,196. Our net working capital deficiency is $174,724.

- 7 -


Cash to Operating Activities

During the year ended 2010, operating activities used cash of $31,540 as a result of its net loss of $22,678 and paying down accounts payable of $8,862.

Cash to Investing Activities

Since inception, the Company has expended $2,000 to acquire its initial mineral property which was written-off to operations.

Cash from Financing Activities

During 2010 the Company received $30,018 (2009 - $6,000) of funding from a non-related party on a non-interest bearing, unsecured loan basis.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Darlington Mines Ltd.
(A Development Stage Company)
Financial Statements
Years Ended October 31, 2010 and 2009

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Darlington Mines, Ltd. (A Developmental Stage Company)

We have audited the accompanying balance sheet of Darlington Mines, Ltd. of October 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit, and cash flows for the years ending October 31, 2010 and 2009 and for the period of August 23, 2006 (inception) to October 31, 2010.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Darlington Mines, Ltd.  as of October 31, 2010 and 2009 and the results of its operations and cash flows for the years ending October 31, 2010 and 2009 and for the period of August 23, 2006 (inception) to October 31, 2010 in conformity with U.S. generally accepted accounting principles     

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and is dependent upon obtaining debt financing for funds to meet its cash requirements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Weaver & Martin, LLC

Weaver & Martin, LLC
Kansas City, Missouri
January 14, 2011

- 8 -


Darlington Mines Ltd. (A Development Stage Company)
Balance Sheets

      October 31,
2010
$
  October 31,
2009
$
 
           
ASSETS          
           
Current Assets          
           
      Cash   -   1,522  
           
Total Assets   -   1,522  
           
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities          
           
      Accounts payable   12,334   21,196  
      Loan payable (Note 3)   36,018   6,000  
           
Total Liabilities   48,352   27,196  
           
           
Contingencies (Note 1)          
           
Stockholders’ Equity (Deficit)          
           
Common Stock, 100,000,000 shares authorized, $0.00001 par value, 3,515,000
issued and outstanding
  35   35  
           
Additional Paid In Capital   101,515   101,515  
           
Donated Capital (Note 3(b))   47,500   47,500  
           
Accumulated Deficit   (197,402 ) (174,724 )
           
Total Stockholders’ Equity (Deficit)   (48,352 ) (25,674 )
           
Total Liabilities and Stockholders’ Equity (Deficit)   -   1,522  

(See Notes to Financial Statements)

- 9 -


Darlington Mines Ltd.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. dollars)                                           

    Accumulated from     For the     For the  
    August 23, 2006     Year     Year  
    (Date of Inception)     Ended     Ended  
    to October 31,     October 31,     October 31,  
    2010     2010     2009  
    $     $     $  
                   
Revenue            
                   
                   
Expenses                  
                   
      Donated rent (Note 3(b))   9,500     -     3,000  
      Donated services (Note 3(b))   38,000     -     12,000  
      General and administrative   11,613     4,224     2,604  
      Interest expenses   4,994     833     545  
      Impairment loss on mineral properties   8,545     -     6,545  
      Professional fees   124,750     17,621     29,091  
                   
Total Expenses   197,402     22,678     53,785  
                   
Net Loss   (197,402 )   (22,678 )   (53,785 )
                   
Net Loss Per Share – Basic and Diluted         (.01 )   (.01 )
                   
Weighted Average Shares Outstanding          3,515,000     5,900,000  

(See Notes to Financial Statements)

- 10 -


Darlington Mines Ltd.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)

    Accumulated from     For the     For the  
    August 23, 2006     Year     Year  
    (Date of Inception)     Ended     Ended  
    to October 31,     October 31,     October 31,  
    2010     2010     2009  
    $     $     $  
Operating Activities                  
                   
Net loss   (197,402 )   (22,678 )   (53,785 )
                   
      Adjustments to reconcile net loss to net cash
           used in operating activities:
                 
      Donated services and rent   47,500     -     15,000  
      Impairment loss on mineral property costs   2,000     -     -  
                   
      Changes in operating assets and liabilities:                  
            Prepaid expenses   -     -     4,045  
            Accounts payable   12,334     (8,862 )   19,941  
                   
Net Cash Used In Operating Activities   (135,568 )   (31,540 )   (2,799 )
                   
Investing Activity                  
                   
Acquisition of mineral properties   (2,000 )   -     -  
                   
Net Cash Provided Used In Investing Activities   (2,000 )   -     -  
                   
Financing Activities                  
                   
      Proceeds from loan payable   61,018     30,018     6,000  
      Repayment of note payable   (25,000 )   -     -  
      Proceeds from issuance of common stock   101,550     -     -  
                   
Net Cash Provided By Financing Activities   137,568     30,018     6,000  
                   
Increase (decrease) in Cash   -     (1,522 )   (8,799 )
                   
Cash - Beginning of Period   -     1,522     10,321  
                   
Cash - End of Period   -     -     1,522  
                   
Supplemental Disclosures                  
                   
      Interest paid   3,616     833     -  
      Income taxes paid   -     -     -  

(See Notes to Financial Statements)

- 11 -


Darlington Mines Ltd.
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficit)
For the Period from August 23, 2006 (Date of Inception) to October 31, 2010

                            Deficit        
                            Accumulated        
                Additional           During the        
                Paid-in     Donated     Exploration        
    Shares     Amount     Capital     Capital     Stage     Total  
    #     $     $     $     $     $  
                                     
Balance – August 23, 2006
      (Date of Inception)
  1                      
                                     
Common stock subscribed for
      cash at $0.00001 per share
  5,000,000     50     (50 )            
                                     
Donated rent and services               2,500         2,500  
                                     
Net loss for the year                   (3,193 )   (3,193 )
                                     
Balance – October 31, 2006   5,000,000     50     (50 )   2,500     (3,193 )   (693 )
                                     
Stock subscription received               50                 50  
Donated rent and services               15,000         15,000  
                                     
Net loss for the year                   (20,024 )   (20,024 )
                                     
Balance – October 31, 2007   5,000,000     50         17,500     (23,217 )   (5,667 )
Common stock issued for cash
      at $0.10 per share
  1,015,000     10     101,490             101,500  
                                     
Donated rent and services               15,000         15,000  
                                     
Net loss for the year                   (97,722 )   (97,722 )
                                     
Balance – October 31, 2008   6,015,000     60     101,490     32,500     (120,939 )   13,111  
                                     
Common stock surrendered by a
      founder for cancellation for
      no consideration
  (2,500,000 )   (25 )   25              
                                     
Donated rent and services               15,000         15,000  
                                     
Net loss for the year                   (53,785 )   (53,785 )
                                     
Balance – October 31, 2009   3,515,000     35     101,515     47,500     (174,724 )   (25,674 )
                                     
Net loss for the year                   (22,678 )   (22,678 )
                                     
Balance – October 31, 2010   3,515,000     35     101,515     47,500     (197,402 )   (48,352 )

(See Notes to Financial Statements)

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Darlington Mines Ltd. (A Development Stage Company)
Notes to Financial Statements
For the Years Ended October 31, 2010 and 2009

1. Nature of Operations  
   
 
The Company was incorporated in the State of Nevada on August 23, 2006. The Company’s principal business up to October, 2009 was the exploration of mineral resources in Canada. With the change of control of the Company to Hong Kong the Company is now seeking business opportunities in China and Hong Kong. We have not produced any significant revenues or commenced significant operations and are considered a development stage company as defined by SEC Guide 7 with reference to Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) topic 915.
   
 
We are in the early development stage. In the development stage, management devotes most of its time to searching for business opportunities, negotiating and closing the business acquisition and furthering its business plan. These unaudited financial statements have been prepared on a going-concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As of October 31, 2010, the Company had a working capital deficit of $48,352 and has accumulated losses of $197,402 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies
     
  Basis of Presentation
     
   
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.  The Company’s fiscal year-end is October 31.
     
  Use of Estimates
     
   
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to donated services and expenses, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
     
  Basic and Diluted Net Income (Loss) Per Share
     
   
The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

- 13 -


  Cash and Cash Equivalents
     
   
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
     
  Income Taxes
     
   
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
     
  Financial Instruments
     
   
The fair values of financial instruments, which include cash, note payable and due to related party were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
     
  Foreign Currency Translation
     
   
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 820, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
     
  Recently Issued or Adopted Accounting Pronouncements
     
   
The following FASB pronouncements have been adopted by the Company during the year ended October 31, 2010:
     
   
Effective November 1, 2009, the Company adopted the FASB ASC "Fair Value Measurements and Disclosures" guidance with respect to recurring financial assets and liabilities.  Effective November 1, 2009, the Company adopted the FASB ASC "Fair Value Measurements and Disclosures" guidance as it relates to nonrecurring fair value measurement requirements for nonfinancial assets and liabilities.  The ASC guidance defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements.  The adoption of the standard had no impact on the Company’s financial statements.
     
   
On June 30, 2009, FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic 105) – Generally Accepted Accounting Principles – amendments based on – Statement of Financial Accounting Standards No. 168 “The FASB Accounting and Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. Beginning with this Statement FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standard Updates. This ASU includes FASB Statement No. 168 in its entirety. While ASU’s will not be considered authoritative in their own right, they will serve to update the Codification, provide the bases for conclusions and changes in the Codification, and provide background information about the guidance. The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and non-authoritative. ASU No. 2009-01 became effective for the Company’s quarter ended October 31, 2009. Implementation of this Standard did not have any impact on the Company’s financial statements.

- 14 -


   
In September 2009, FASB issued ASU No. 2009-12 – Fair Value Measurements and Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent). This ASU permits use of a practical expedient, with appropriate disclosures, when measuring the fair value of an alternative investment that does not have a readily determinable fair value. ASU No. 2009-12 became effective for the Company’s quarter ended January 31, 2010. Since the Company does not currently have any such investments, the adoption of the ASU did not have any significant financial impact on the Company’s financial statements.
     
   
In January 2010, FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. This section of the ASU is effective for interim and annual reporting periods beginning after December 15, 2009 Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This section of the ASU is effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of this ASU did not have a material impact on its financial statements.
     
   
In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon issuance. The adoption of this ASU did not have a material impact on its financial statements.
     
   
Other recently issued ASC guidance has either been implemented or are not significant to the Company.

3. Loan Payable
   
 
The Company has received funding by way of a non-interest bearing unsecured demand loan.
   
4. Related Party Transactions
   
 
The Company recognizes donated rent at $250 per month, donated services provided by the Secretary of the Company at $500 per month and donated services provided by the President of the Company at $500 per month. During the year ended October 31, 2010, the Company recognized $nil (2009 - $3,000) in donated rent and $nil (2009 – $12,000) in donated services.
   
5. Mineral Properties
   
 
The Company acquired a mineral claim located in British Columbia, Canada. The claim was registered in the name of the President of the Company, who executed a trust agreement whereby the President agreed to hold the claim in trust on behalf of the Company. During fiscal 2009 the Company spent $6,545 exploring the property and obtaining a geological report. In October, 2009 the claim expired.
   
6.  Common Stock
   
 
In August of 2006, the Company issued 5,000,000 founders shares valued at $0.0001 per share. Subsequently in October 2009, the founder resigned and surrendered 2,500,000 shares for cancellation.
   
 
October of 2008, the Company issued 1,015,000 shares of its common stock for cash totalling $101,500 or $0.10 per share pursuant to its private placement.
   
 
In October, 2009, a director resigned and submitted 2,500,000 common shares to the Company for cancellation. In October, 2009 the President of the Company and director resigned as President and a director and sold 2,500,000 common shares to a resident of Hong Kong who consented to act as President, Chief Executive Officer and Chief Financial Officer and sole director of the Company.
   
7.  Income Taxes
   
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net operating losses of $150,000 which commence expiring in 2027. Pursuant to ASC 740-10 and 740-30, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

- 15 -


  The components of the net deferred tax asset at October 31, 2010 and 2009 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below:

  October 31,
2010
$
    October 31,
2009
$
 
           
Cumulative Net Operating Losses 150,000     127,000  
           
Statutory Tax Rate 34%     34%  
           
Effective Tax Rate      
           
Deferred Tax Asset 51,000     43,000  
           
Valuation Allowance (51,000 )   (43,000 )
           
Net Deferred Tax Asset      

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our financial statements for the period from inception to October 31, 2010 included in this report have been audited by Weaver & Martin, LLC, 411 Valentine Rd., Suite 300, Kansas City, MO 64111 as set forth in their report included herein.  We have no disagreement with Weaver & Martin, LLC on accounting and financial disclosure.

ITEM 9A(T).  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Francis Chiew, our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on their evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15, due to the deficiencies in our internal control over financial reporting as described below. 

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act.

The management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Based on this assessment, management determined that, during the year ended October 31, 2010, our internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules, as more fully described below.  This was due to deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls and that may be considered to be material weaknesses.  

Management identified the following material weaknesses in internal control over financial reporting:

  1.  
The Company has limited segregation of duties which is not consistent with good internal control procedures.
     
  2.
The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal controls.

- 16 -


Management believes that the material weaknesses set forth in items 1 and 2 above did not have an affect on the Company’s financial results.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. 

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only the management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the last quarter of our fiscal year ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.   OTHER INFORMATION

Not applicable.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

Officers and Directors

Our directors serve until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.

The name, address, age and position of our present officers and directors are set forth below:

Name and Address Age Positions
Francis Chiew 47 President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director
Tower 18, Unit 301, Seasons Park 36B Dongzhimenwai Street, Beijing, PRC    

The person named above has held his offices/positions since October 14, 2009 and is expected to hold his offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Effective on October 14, 2009, Francis Chiew was appointed as President, Secretary, Chief Financial Officer and a director of the Company. Since February 2006 to the present, Mr. Chiew has served as the Managing Director of Lightship Asia Pacific, LLC (USA) ("LAP") and as a director and the General Manager of two of LAP's joint ventures - China Lightship Leasing Co. (HK) Ltd. ("CLLC") and Beijing Lightship Advertising Co. Ltd ("BLAC"). LAP, CLLC and BLAC were formed to establish advertising opportunities using airships. From 2004 to January 2006, Mr. Chiew served as a director of FBV Corporation Pte Ltd., a private company with varying business interests, including electronic product delivery and payment solutions. From 2002 to May 2004, Mr. Chiew served as the Director of Business Development - Asia for EPOSS Limited (formerly ROK Group). EPOSS Limited, which subsequently became a subsidiary of Western Union, First Data Corporation, U.S.A., was primarily involved with the development of prepayment solutions and systems within the banking and telecommunications industries.

- 17 -


During the past five years, Mr. Chiew has not been the subject of the following events:

 
1. Any bankruptcy petition filed by or against any business of which Mr. Chiew was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
   
 
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
   
 
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Chiew’s involvement in any type of business, securities or banking activities.
   
 
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Conflicts of Interest

We believe that Mr. Chiew is not subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest. 

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

We have a separately designated audit committee comprised of our sole director.  The audit committee was established in the last thirty days and has not met.  A copy of the audit committee charter is filed with this report.  Audit committee functions are performed by our board of directors, none of whom are deemed independent. Audit committee responsibilities that the board currently fulfills are: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by future employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditors and any outside advisors engagement by the audit committee.

- 18 -


Audit Committee Financial Expert

Francis Chiew, our sole officer and director, does not have the qualifications or experience to be considered a financial expert. Because of our limited operations, we believe the services of a financial expert are not warranted at this time.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.  A copy of our Code of Ethics is filed as an exhibit to this report.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. A copy of the disclosure committee charter is filed as an exhibit to this report. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.

Based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during our 2009 and 2008 fiscal years, our directors, executive officers and persons who own more than 10% of our common stock filed all reports required by section 16(a) of the Securities Exchange Act of 1934.

ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the years ended October 31, 2010 and 2009, for each or our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers. 

- 19 -


SUMMARY COMPENSATION TABLE

            Non-Equity Nonqualified    
            Incentive Deferred All  
Name and       Stock Option Plan Compensation Other  
Principal   Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)
                   
Francis Chiew
(President, Secretary,
Treasurer)
2010 0 0 0 0 0 0 0 0
  2009 0 0 0 0 0 0 0 0
                   
Michelle Masich
(Former President
2010 n/a n/a n/a n/a n/a n/a n/a n/a
  2009 0 0 0 0 0 0 0 0
                   
W. David Radbourne
(Former Secretary)
2010 n/a n/a n/a n/a n/a n/a n/a n/a
  2009 0 0 0 0 0 0 0 0

Michelle Masich and W. David Radbourne resigned on October 14, 2009 and Francis Chiew was appointed October 14, 2009.

We have not paid any salaries in 2010 and we do not anticipate paying any salaries at any time in 2010. We will not begin paying salaries until we have adequate funds to do so.

The following table sets forth compensation paid to each of directors during the fiscal year ended October 31, 2010.

DIRECTOR COMPENSATION

  Fees       Non-qualified    
  Earned or     Non-Equity Deferred    
  Paid in Stock Option Incentive Plan Compensation All Other  
  Cash Awards Awards Compensation Earnings Compensation Total
Name  ($)  ($)  ($)  ($)  ($)  ($)  ($)
               
Francis Chiew 0 0 0 0 0 0 0

Our directors do not receive any compensation for serving as members of the board of directors.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as is profitable to do so.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, we must indemnify him or her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

- 20 -


Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

     
     
     
Name and Address Number of Percentage of
Beneficial Ownership [1] Shares Ownership
Francis Chiew - Tower 18, Unit 301, Seasons Park, 36B
Dongzhimenwai Street, Beijing, PRC
2,500,000 71.12%
     
All Officers and Directors 2,500,000 71.12%
as a Group (1 person)    

Sales by Existing Stockholders

In April 2007, 2,500,000 shares of common stock were issued to Michelle Masich, one of our officers and directors, which were sold to Francis Chiew on October 14, 2009. In April, 2007, 2,500,000 shares of common stock were issued to W. David Radbourne, one of our officers and directors, which were cancelled on October 14, 2009.   The foregoing 2,500,000 shares of common stock are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition.  Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three month period and the sales must be sold either in a brokers transaction or in a transaction directly with a market maker.  Currently, Rule 144 is unavailable for the resale of the foregoing shares since we are considered a “shell company” as that term is defined in Rule 405 of the Securities Act of 1933.  We currently have 3,515,000 shares of common stock outstanding.  Of the 3,515,000 shares outstanding, 2,505,000 shares are restricted securities as that term is defined in Reg D of the Securities Act of 1933.

The remaining 1,010,000 shares of common stock held by 18 persons may be resold at anytime pursuant to the exemption from registration contained in Section 4(1) of the Securities Act of 1933. 

DESCRIPTION OF OUR SECURITIES

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:

*
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

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Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-Takeover Provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control. 78.378 through 78.3793 of the Nevada Revised Statutes relates to control share acquisitions that may delay to make more difficult acquisitions or changes in our control, however, they only apply when we have 200 or more stockholders of record, at least 100 of whom have addresses in the state of Nevada appearing on our stock ledger and we do business in this state directly or through an affiliated corporation. Neither of the foregoing events seems likely to occur. Currently, we have no Nevada shareholders. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do business in the state of Nevada in the future.

Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

Reports

We are required to file Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file. The address for the Internet site is www.sec.gov.

Stock Transfer Agent

Our stock transfer agent for our securities is Transhare Corporation, 5105 DTC Parkway, suite 325 Greenwood Village, Colorado 80111 and its telephone number is (303) 662-1112.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In April 2007, we issued a total of 2,500,000 shares of restricted common stock to Michelle Masich, our president and a member of the board of directors. This was accounted for as an acquisition of shares of common stock in the amount of $25. On October 26, 2009 Ms. Masich sold 2,500,000 shares of restricted common stock to the new President, Mr. Francis Chiew.

In April 2007, we issued a total of 2,500,000 shares of restricted common stock to W. David Radbourne, our secretary and a member of the board of directors. This was accounted for as an acquisition of shares of common stock in the amount of $25. On September 30, 2009, Mr. Radbourne returned the 2,500,000 shares of common stock owned by him to the Company for cancellation.

On October 26, 2009 Francis Chiew purchased 2,500,000 restricted common shares from Michelle Masich. Mr. Chiew, our sole officer and director, is our only promoter.  He has not received nor will he receive anything of value from us, directly or indirectly in his capacities as a promoter. 

Currently, we have no independent directors.

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ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

  2010 $ 8,250  
  2009 $ 7,500  

(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

  2010 $ 0  
  2009 $ 0  

(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

  2010 $ 0  
  2009 $ 0  

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

  2010 $ 0  
  2009 $ 0  

Our pre-approval policies and procedures for the board, acting in lieu of a separately designated, independent audit committee, described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor. The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

ITEM 15.              EXHIBITS

The following exhibits are filed with this Annual Report on Form 10-K:

Exhibit No. Description
   
31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of January 2011.

  DARLINGTON MINES LTD.
  BY: /s/ Francis Chiew     
    Francis Chiew, President, Chief Executive Officer
    Chief Financial Officer, Chief Operating Officer,
    Secretary, Treasurer, and sole Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

Signature Title Date
/s/ Francis Chiew     
Francis Chiew
President, Chief Executive Officer, Chief Financial Officer,
 Chief Operating Officer, Secretary, Treasurer and sole Director
January 14, 2011