U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)


x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
Fiscal Year Ended: September 30, 2009


OR


 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from __________________
to __________________





Commission
file number 333-139660





DEERFIELD RESOURCES, LTD.


(Exact
name of small business issuer as specified in its charter)





Nevada
              
              98-0506246(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)c/o
      Gottbetter & Partners, LLP,
                488Madison
      Avenue, New York, NY
              
              10022(Address
      of principal executive offices)
              
              (Zip
      Code)




Registrant’s
telephone number:  (212)
400-6900




Securities
registered under Section 12(b) of the Act:  None




Securities
registered under Section 12(g) of the Act:  None




Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes ̈Nox


Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.  YesxNo ̈




Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 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.  YesxNo ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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.   ̈




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 the “large accelerated filer,”
“accelerated filer,” “non-accelerated filer”, and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.   (Check one):




Large
      Accelerated Filer  ̈
                Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
                Smaller
      reporting company x(Do
      not check if a smaller reporting company)




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




As of
December 21, 2009, there were 32,600,000 shares of the registrant's common
stock, par value $0.001, issued and outstanding.  Of these, 326,000
shares are held by non-affiliates of the registrant.  The market value
of securities held by non-affiliates was $0 on March 31, 2009 as our stock did
not then and does not presently trade.




DOCUMENTS
INCORPORATED BY REFERENCE


Not
Applicable








TABLE
OF CONTENTS




Item Number and Caption
                                                        
                                                        PageForward-Looking
      Statements
                                                        
                                                        
                                                        3PART
      I
                                                        
                                                        
                                                        4Item
      1.
                                                        Business
                                                        
                                                        
                                                        4Item
      1a.
                                                        Risk
      Factors
                                                        
                                                        
                                                        6Item
      1b.
                                                        Unresolved
      Staff Comments
                                                        
                                                        
                                                        6Item
      2.
                                                        Properties
                                                        
                                                        
                                                        6Item
      3.
                                                        Legal
      Proceedings
                                                        
                                                        
                                                        6Item
      4.
                                                        Submission
      Of Matters To A Vote Of Security Holders
                                                        
                                                        
                                                        6PART
      II
                                                        
                                                        
                                                        
                                                        6Item
      5.
                                                        Market
      For Registrant’s Common Equity, Related Stockholder Matters And Issuer
      Purchases Of Equity Securities
                                                        
                                                        
                                                        6Item
      6.
                                                        Selected
      Financial Data
                                                        
                                                        
                                                        8Item
      7.
                                                        Management’s
      Discussion And Analysis Of Financial Condition And Results Of
      Operations
                                                        
                                                        
                                                        8Item
      8.
                                                        Financial
      Statements And Supplemental Data
                                                        
                                                        
                                                        10Item
      9a.[T]
                                                        Controls
      And Procedures
                                                        
                                                        
                                                        10Item
      9b.
                                                        Other
      Information
                                                        
                                                        
                                                        11PART
      III
                                                        
                                                        
                                                        
                                                        12Item
      10.
                                                        Directors,
      Executive Officers, And Corporate Governance
                                                        
                                                        
                                                        12Item
      11.
                                                        Executive
      Compensation
                                                        
                                                        
                                                        13Item
      12.
                                                        Security
      Ownership Of Certain Beneficial Owners And Management And Related
      Stockholder Matters
                                                        
                                                        
                                                        14Item
      13.
                                                        Certain
      Relationships And Related Transactions, And Director
      Independence
                                                        
                                                        
                                                        15Item
      14.
                                                        Principal
      Accountant Fees And Services
                                                        
                                                        
                                                        16PART
      IV
                                                        
                                                        
                                                        
                                                        17Item
      15.
                                                        Exhibits
      And Financial Statement Schedules
                                                        
                                                        
                                                        17


2





FORWARD-LOOKING
STATEMENTS





Except
for historical information, this report contains forward-looking
statements.  Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our business
strategy, future revenues and anticipated costs and expenses.  Such
forward-looking statements include, among others, those statements including the
words “expects,” “anticipates,” “intends,” “believes” and similar
language.  Our actual results may differ significantly from those
projected in the forward-looking statements.  Factors that might cause
or contribute to such differences include, but are not limited to, those
discussed in the sections “Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”  You should
carefully review the risks described in this Annual Report and in other
documents we file from time to time with the Securities and Exchange Commission
(the “SEC”).  You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
report.  We undertake no obligation to publicly release any revisions
to the forward-looking statements or reflect events or circumstances after the
date of this document.





Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.





All
references in this Form 10-K to the “Company,” “we,” “us” or “our” are to
Deerfield Resources, Ltd.


3


PART
I





ITEM
1.          BUSINESS





Business
Development




We were
incorporated in the State of Nevada on June 21, 2006.  We were formed
as an exploration stage company to be engaged in the search for mineral deposits
or reserves.  We conducted preliminary exploration activities on
certain properties in Newfoundland, Canada on which we hold certain mining
claims.





As of the
date of this filing, we have taken the following steps in the
execution of our original business plan:  In October 2006, we executed
an agreement to purchase (the “Purchase Agreement”) six mining claims (the
“Claims”) on certain properties located in White Bay, Newfoundland, Canada (the
“Properties”).  Under the terms of the Purchase Agreement, as amended,
we are obligated to pay $40,000 for the Claims over a four year
period.  Under the Claims, we have the right to explore for gold on
the Properties.  To date, we have paid $30,000 towards the
Claims.  Additionally, pursuant to the terms of the Purchase
Agreement, we are required to make exploration expenditures of $50,000 over the
four year period from the date of the execution of the Purchase Agreement. To
date, we have expended approximately $22,150 on a preliminary program of
geological mapping and trenching on the Properties.  Our trenching
program started on August 20, 2007, and terminated on September 5, 2007. We did
not discover any economic quantities of minerals through our trenching program
and we do not claim to have any minerals or reserves whatsoever at this time on
any of the Properties.





We
decided prior to the end of our fiscal year ended September 30, 2008 to redirect
our business focus towards identifying and pursuing options regarding the
development of a new business plan and direction.  We are currently
looking for ventures of merit for corporate participation as a means of
enhancing stockholder value.  This may involve sales of our equity or
debt securities in merger or acquisition transactions.




Change
in Company Ownership and Control





On
September 9, 2008, United Fertilisers (UK) Limited (“UFL”) acquired an aggregate
of six hundred thousand (600,000) shares of our common stock, $0.001 par value
per share (on a post-Reverse Split basis (See “Reverse Stock Split”
below) (the “Common stock”), from two of our former stockholders in
arms-length, third party transactions. The shares of Common Stock purchased by
UFL represented sixty four and eight-tenths percent (64.8%) of our outstanding
voting capital stock. This transaction is more fully described in our Current
Report on Form 8-K filed with the Securities and Exchange Commission on
September 18, 2008.





On
December 29, 2008, we issued 31,674,000 (on a post-Reverse Split basis) fully
paid and non-assessable shares of our Common Stock to UFL, our majority
stockholder, for $31,674 in services rendered to us during the quarter ended
December 31, 2008. UFL now owns 99% of our outstanding Common
Stock.


4


Charter
Amendment to Increase Authorized Capital





On
December 1, 2008, our stockholders and our Board of Directors (the “Board”)
approved resolutions to amend our Articles of Incorporation (the “Amendment”)
which Amendment was filed with the Secretary of State of the State of Nevada on
December 11, 2008, to effect an increase in the number of our authorized capital
shares to 310,000,000 shares, of which 300,000,000 shares are designated as
common stock, par value $0.001 per share, and 10,000,000 shares are designated
as preferred stock, par value $0.001 per share. We may issue the shares of
Preferred Stock from time to time in one or more classes or series, each of
which class or series shall have such distinctive designation or title as shall
be fixed by the Board or any committee thereof established by resolution of the
Board pursuant to our Bylaws prior to the issuance of any shares thereof; each
such class or series of Preferred Stock shall have such voting powers, full or
limited, or no voting powers, and such preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issuance of such class or series of Preferred Stock as may be
adopted from time to time by the Board prior to the issuance of any shares
thereof, all in accordance with the laws of the State of Nevada.





The
Amendment was approved by the holders of 64.79% of the issued and outstanding
shares of our voting capital stock.





Reverse
Stock Split





By
written consent dated December 1, 2008, our Board approved a one-for-five (1:5)
reverse split of our Common Stock (the “Reverse Split”). The Reverse Split was
effective as of the close of business on Wednesday, December 24, 2008 and
following FINRA approval, the market effective date for the Reverse Split was
January 9, 2009.  As a result of the Reverse Split, every five shares
of our Common Stock were converted into one share of our Common
Stock.   FINRA issued a new symbol (“DFEL”) under which our Common
Stock trades.





Patents,
Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts




We
presently utilize no patents, licenses, franchises, concessions, royalty
agreements or labor contracts in connection with our business.




Research
and Development




During
the fiscal years ended September 30, 2009 and 2008, we made no expenditures
on research and development.




Employees




As of
December 21, 2009, our only employee is our sole executive
officer.


5


Offices





Our offices are c/o Gottbetter &
Partners, LLP, 488 Madison Avenue, 12th Floor,
New York, NY 10022.  Our telephone number is (212)
400-6900.





ITEM
1A.       RISK FACTORS





Because we are a “smaller reporting
company” as that term is defined by the SEC, we are not required to present risk
factors at this time.





ITEM
1B.       UNRESOLVED STAFF COMMENTS





None.




ITEM
2.          PROPERTIES





We do not
own any property. We maintain our statutory registered agent's office c/o VCorp
Services, LLC, at 1409 Bonita Avenue, Las Vegas, NV 89104 and our business
office is c/o Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor,
New York, NY 10022.





Our only
other property consists of the Claims.  The Properties on which the
Claims are based are located approximately two kilometers south of the community
of Jackson’s Arm in White Bay, Newfoundland, Canada, and owned by the Department
of Natural Resources of Newfoundland and Labrador.





ITEM
3.          LEGAL
PROCEEDINGS





No legal or governmental proceedings
are presently pending or, to our knowledge, threatened, to which we are a
party.





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





No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.





PART
II





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





Market
Information





Since
September 26, 2007 our Common Stock has been listed for quotation on the
Over-the-Counter Bulletin Board, originally under the symbol
“DFRS”.  Our symbol changed to “DFEL” in connection with our name
change to Deerfield Resources, Ltd.


6


The
following table sets forth the high and low closing bid prices for our Common
Stock for the fiscal quarters indicated as reported on the OTCBB by the Nasdaq
Composite Feed or other qualified interdealer quotation medium. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.




Quarter Ended
                    
                    High Bid
                    
                    
                    Low BidSeptember
      30, 2009
                    
                    $
                    0.25
                    
                    
                    $
                    0.25June
      30, 2009
                    
                    $
                    0.25
                    
                    
                    $
                    0.25January
      8  through March 31, 2009*
                    
                    $
                    0.30
                    
                    
                    $
                    0.25January
      1 through January 8, 2009
                    
                    $
                    0.25
                    
                    
                    $
                    0.15December
      31, 2008
                    
                    $
                    0.25
                    
                    
                    $
                    0.25September
      30, 2008
                    
                    $
                    0.25
                    
                    
                    $
                    0.25June
      30, 2008
                    
                    $
                    0.25
                    
                    
                    $
                    0.25March
      31, 2008
                    
                    $
                    0.25
                    
                    
                    $
                    0.25December
      31, 2007
                    
                    $
                    0.25
                    
                    
                    $
                    0.25





*
After a 1 for 5 reverse stock split.





Holders




Of the
32,600,000 shares of common stock outstanding as of December 21, 2009 held by 28
shareholders of record, - 0 - shares are owned by our officers and
directors.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.  The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:





1.
              we
      would not be able to pay our debts as they become due in
      the  usual course of business;
or





2
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





We have
not declared any dividends, and we do not plan to declare any dividend in the
foreseeable future.





Recent
Sales of Unregistered Securities





On August
13, 2009, we issued an 18 month, 9% convertible promissory note to UFL, our
majority stockholder, in the principal amount of $25,000, in a private placement
exempt from registration under the federal securities laws pursuant to Section
4(2) of the Securities Act of 1933, as amended (the
“Act”).   This note bears a legend restricting its
transfer.  There was no underwriter involved in this transaction and
no underwriting discounts or commissions were paid in connection with this
sale.


7


On
November 2, 2009, we signed a six month loan extension with UFL relating to a 12
month, 9% promissory note issued on November 3, 2008 in the principal amount of
$35,000 and due for payment on November 3, 2009.  This loan extension
agreement was executed pursuant to a private placement exempt from registration
under the federal securities laws pursuant to Section 4(2) of the
Act.





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 any such plans.





ITEM
6.          SELECTED FINANCIAL
DATA





Not
applicable.





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





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” for a
discussion of the uncertainties, risks and assumptions associated with these
forward-looking statements.




The
following discussion and analysis of the Company’s financial condition and
results of operations are based on the preparation of our financial statements
in accordance with U.S. generally accepted accounting principles. You
should read the discussion and analysis together with such financial statements
and the related notes thereto.




Results
of Operations





Fiscal
year Ended September 30, 2009 and 2008





We are
still in our exploration stage and have generated no revenues to
date.





We
incurred total operating expenses of $171,610 and $36,135 for the years ended
September 30, 2009 and 2008, respectively. Mineral property costs increased
$5,000 to $10,000 in the year ended September 30, 2009 from $5,000 in the year
ended September 30, 2008, and professional fees increased to $161,590 in the
fiscal year ended September 30, 2009 from $30,173 in the fiscal year ended
September 30, 2008.  The increase in professional fees in the fiscal
year ended September 30, 2009 related primarily to our corporate actions
(including, but not limited to, change of authorized capital stock and reverse
stock split) during the year, the preparation and filing of our periodic reports
and closings of interim financings from our principal
stockholder.


8


Our net
losses for the years ended September 30, 2009 and 2008 were $(177,319) and
$(35,291), respectively.




We have
generated no revenues and our net operating loss from inception through
September 30, 2009 was $(253,783).




Liquidity
and Capital Resources





Our cash
and cash equivalents balance as of September 30, 2009 was $2,755.




We are an
exploration stage company and currently have no operations.





We do not
have sufficient funds on hand to pursue our business objectives for the near
future or to commence operations without seeking additional funding. We
currently do not have a specific plan of how we will obtain such
funding.





Loans
to the Company





In
consideration of working capital loans to us, we issued to UFL, our majority
stockholder, a 12 month, 9% promissory note on November 3, 2008 in the principal
amount of $35,000, an 18 month, 9% convertible promissory note on March 18, 2009
in the principal amount of $25,950, an 18 month, 9% convertible promissory note
on May 21, 2009 in the principal amount of $40,000 and an 18 month, 9%
convertible promissory note on August 13, 2009 in the principal amount of
$25,000.  The payment date on the 12 month note dated November 3, 2008
has been extended to May 2, 2010.





We have minimal operating costs and
expenses at the present time due to our limited business
activities.  We will, however, be required to raise additional capital
over the next twelve months to meet our current administrative expenses, and,
additionally, we may do so in connection with or in anticipation of possible
acquisition transactions. This financing may take the form of additional sales
of our equity or debt securities to, or loans from, our majority stockholder, or
from our sole officer and director.  There is no assurance that
additional financing will be available from these or other sources, or, if
available, that it will be on terms favorable to us.





Going
Concern





Our
auditors have included an explanatory paragraph in their report on our financial
statements relating to the uncertainty of our business as a going concern, due
to our limited operating history, our lack of historical profitability, and our
limited funds. We believe that we will be able to raise the required funds for
operations and to achieve our business plan.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.


9


ITEM
8.          FINANCIAL STATEMENTS
AND SUPPLEMENTAL DATA





Our
audited financial statements are included beginning immediately following the
signature page to this report.  See Item 15 for a list of the
financial statements included herein.





ITEM
9A.[T] CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures





Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act of 1934 (the “Exchange
Act”) is accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.  Under the supervision and with the participation of our
management, including our Chief Executive and Financial Officer, we have
evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, our Chief Executive and Financial Officer
has concluded that our disclosure controls and procedures were not
effective.





Management’s
Annual Report on Internal Control over Financial Reporting





The
management of Deerfield Resources, Ltd. is responsible for establishing and
maintaining an adequate system of internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)).  Under the supervision and with the
participation of our senior management, consisting of James W. Morgon, our chief
executive officer and chief financial officer, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act
as of the end of the period covered by this report (the “Evaluation Date”).
Based on this evaluation, our chief executive officer and financial officer
concluded, as of the Evaluation Date, that our disclosure controls and
procedures were not effective because of the identification of what might be
deemed a material weakness in our internal control over financial reporting
which is identified below.




Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United
States.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework.  Based on this evaluation, our sole officer
concluded that, during the period covered by this annual report, our internal
controls over financial reporting were not operating effectively. Management did
not identify any material weaknesses in our internal control over financial
reporting as of September 30, 2009; however, it has identified the following
deficiencies that, when aggregated, may possibly be viewed as a material
weakness in our internal control over financial reporting as of that
date:




10




1.
            We
      do not have an audit committee. While we are not currently obligated to
      have an audit committee, including a member who is an “audit committee
      financial expert,” as defined in Item 407 of Regulation S-K, under
      applicable regulations or listing standards; however, it is management’s
      view that such a committee is an important internal control over financial
      reporting, the lack of which may result in ineffective oversight in the
      establishment and monitoring of internal controls and
      procedures.




2.
            We
      did not maintain proper segregation of duties for the preparation of our
      financial statements. We currently only have one officer overseeing all
      transactions. This has resulted in several deficiencies including the lack
      of control over preparation of financial statements, and proper
      application of accounting policies.





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





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during the year
ended September 30, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





Officers’
Certifications





Appearing
as exhibits to this Annual Report are “Certifications” of our Chief Executive
Officer and Chief Financial Officer.  The Certifications are required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Annual Report contains
information concerning the Controls Evaluation referred to in the Section 302
Certification.  This information should be read in conjunction with
the Section 302 Certifications for a more complete understanding of the topics
presented.





ITEM
9B.       OTHER INFORMATION





Not
applicable.





11




PART
III





ITEM
10.        DIRECTORS, EXECUTIVE
OFFICERS, AND CORPORATE GOVERNANCE





The
following table sets forth certain information, as of December 21, 2009, with
respect to our directors and executive officers.




Directors
serve until the next annual meeting of the stockholders; until their successors
are elected or appointed and qualified, or until their prior resignation or
removal.  Officers serve for such terms as determined by our board of
directors.  Each officer holds office until such officer’s successor
is elected or appointed and qualified or until such officer’s earlier
resignation or removal.  No family relationships exist between any of
our present directors and officers.




Name
                                        
                                        Positions Held
                                        
                                        Age
                                        
                                        Date
      of Election
                                          or Appointment
                                          as DirectorJames
      W. Morgon
                                        
                                        President,
      Chief Executive Officer,
                                          Chief Financial OfficerTreasurer,
                                          Secretary
      and Director
                                        
                                        30
                                        
                                        September
      9,
2008





The
following is a brief account of the business experience during the past five
years or more of each of our director and executive officer.




From July
2003 to July 2007, Mr. Morgon served as Co-Founder and Financial Director of UA
Ltd, Lincolnshire, England, an independent energy consultancy specializing in
commercial gas trading. Mr. Morgon is also a Co-Founder and Financial Director
of United Fertilisers (UK) Ltd, Cambridgeshire, England, a fertilizer exporter
and trader that was founded in July 2006. From November 2007 to August 2008, Mr.
Morgon was employed with Chicago Investment Group, New York, New York, as a
Senior Vice President, Private Client Services. Mr. Morgon worked briefly with
Chardan Capital Markets LLC, New York, New York, as part of the Eastern Europe
Eurasia Business Development Team from November 1, 2008 to February 2009 before
joining Livra Bank of Sao Paulo Brazil where he was employed until July 2009. As
of July 2009 Mr. Morgon is a Director of Fern Advisors UK Ltd, London,
UK.  Mr. Morgon received a Bachelor of Science degree from City
University Business School, London, England, in 2001.





Board
of Directors





Our Board
of Directors may designate from among its members an executive committee and one
or more other committees.  No such committees have been appointed to
date, due in part to the fact that we presently have only one
director.  Accordingly, we do not have an audit committee or an audit
committee financial expert.  We are presently not required to have an
audit committee financial expert and do not believe we otherwise need one at
this time due to our lack of material business operations.  Similarly,
we do not have a nominating committee or a committee performing similar
functions.  Our sole director, James W. Morgon, serves the functions
of an audit committee and a nominating committee.  We have not
implemented procedures by which our security holders may recommend board
nominees to us but expect to do so in the future, when and if we engage in
material business operations.


12





Shareholder
Communications





Currently,
we do not have a policy with regard to the consideration of any director
candidates recommended by security holders.  To date, no security
holders have made any such recommendations.





Code
of Ethics




We
adopted a Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions.  A copy of our Code of Ethics
will be provided to any person requesting same without charge.  To
request a copy of our Code of Ethics please make written request to our
President, Deerfield Resources, Ltd. c/o Gottbetter & Partners, LLP, at 488
Madison Avenue, 12th Floor,
New York, New York 10022.





Compliance
with Section 16(a) of the Exchange Act





Our
common stock is not registered pursuant to Section 12 of the Exchange
Act.  Accordingly, our officers, directors and principal shareholders
are not subject to the beneficial ownership reporting requirements of Section
16(a) of the Exchange Act.





ITEM
11.        EXECUTIVE
COMPENSATION





The
following table sets forth information concerning the total compensation paid or
accrued by us during the last two fiscal years ended September 30, 2009 to (i)
all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended September 30,
2009; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
September 30, 2009; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended September 30, 2009 that
received annual compensation during the fiscal year ended September 30, 2009 in
excess of $100,000.





Executive
Officer Compensation Table


Non-
                              
                              
                              NonqualifiedEquity
                              
                              
                              Deferred
                              
                              
                              AllName
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              Incentive
                              
                              
                              Compensa-
                              
                              
                              Otherand
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              Stock
                              
                              
                              Option
                              
                              
                              Plan
                              
                              
                              tion
                              
                              
                              Compen-Principal
                              
                              
                              
                              Salary
                              
                              
                              Bonus
                              
                              
                              Awards
                              
                              
                              Awards
                              
                              
                              Compensation
                              
                              
                              Earnings
                              
                              
                              sation
                              
                              
                              TotalPosition
                              
                              Year
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)(a)
                              
                              (b)
                              
                              (c)
                              
                              
                              (d)
                              
                              
                              (e)
                              
                              
                              (f)
                              
                              
                              (g)
                              
                              
                              (h)
                              
                              
                              (i)
                              
                              
                              (j)James
      W. Morgon (1)
                              
                              2009
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0President
      and CEO
                              
                              2008
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0





(1)
            Mr.
      Morgon was appointed as our President and Chief Executive Officer
      effective as of September 9,
2008.


13





We have
no employment agreement with our sole officer.  We do not contemplate
entering into any employment agreements until such time as we begin profitable
operations.





The compensation discussed herein
addresses all compensation awarded to, earned by, or paid to our named executive
officers.





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.





Compensation
of Directors




During
the fiscal years ended September 30, 2009 and 2008, there were no arrangements
between us and our directors that resulted in our making any payments to our
directors for any services provided to us by them as directors.




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





The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of December 21, 2009 by




·
            each
      person or entity known by us to be the beneficial owner of more than 5% of
      our common stock,




·
            each
      of our directors,




·
            each
      of our executive officers, and




·
            all
      of our directors and executive officers as a
  group.




The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on such date and all shares of our common stock issuable to such holder in the
event of exercise of outstanding options, warrants, rights or conversion
privileges owned by such person at said date which are exercisable within
60 days of such date.  Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect to all shares of
our common stock owned by them, except to the extent such power may be shared
with a spouse.





Name
      and Address
                                                            of Beneficial Owner
                                                          
                                                          Title of Class
                                                          
                                                          Amount
      and Nature
                                                            of
                                                            Beneficial Ownership
                                                          
                                                          Percent
      of
                                                            Class(1)James
      W. Morgon *
                                                          
                                                          Common
      Stock
                                                          
                                                          - 0
      -
                                                            shares
                                                          
                                                          
                                                          0.0
                                                          %All
      executive officers and sole director as a group (1)
                                                          
                                                          Common
      Stock
                                                          
                                                          - 0
      -
                                                            shares
                                                          
                                                          
                                                          0.0
                                                          %United
      Fertilisers (UK) Ltd. *
                                                          
                                                          Common
      Stock
                                                          
                                                          32,274,000
                                                            shares
                                                          (2)
                                                          
                                                          99.0
                                                          %
      (2)




(1)
              Percentage
      based upon 32,600,000 shares of common stock outstanding as of December
      21, 2009.


(2)
            Following
      the 5:1 Reverse Split effective December 24, 2008.*
            c/o
      Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New
      York, NY 10022.




14


Changes
in Control





Not
Applicable.




Securities
Authorized for Issuance Under Equity Compensation Plans




Not
Applicable.




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





Related
Transactions





In
consideration of a November 3, 2008 loan from UFL, our majority stockholder, in
the amount of $35,000, we issued a promissory note dated November 3, 2008 to
UFL. This note has a one year term and pays interest at the rate of 9% per
annum, compounded annually. This note has been extended through May 2,
2010.





On
December 29, 2008, we issued 31,674,000 (on a post-Reverse Split basis) fully
paid and non-assessable shares of our Common Stock to UFL for $31,674 in
services rendered to us during the quarter ended December 31, 2008.  
UFL owns an additional 600,000 shares of our Common Stock, on a post-Reverse
Split basis.





On March
18, 2009, we issued an 18 month, 9% convertible promissory note to UFL in the
principal amount of $25,950, on May 21, 2009, we issued an 18 month, 9%
convertible promissory note to UFL in the principal amount of $40,000 and on
August 13, 2009, we issued an 18 month, 9% convertible promissory note to UFL in
the principal amount of $25,000.





Director
Independence





We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent” and, as a result, we are not at this
time required to (and we do not) have our Board of Directors comprised of a
majority of “Independent Directors.”


15


ITEM
14.        PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Audit
Fees.




The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended September 30, 2009 and 2008 are set forth in the
table below:





Fee Category
                
                Fiscal year ended September 30, 2009
                
                
                Fiscal year ended September 30, 2008Audit
      fees (1)
                
                $
                9,500
                
                
                $
                8,900Audit-related
      fees (2)Tax
      fees (3)
                
                
                
                
                
                $
                275All
      other fees (4)Total
      fees
                
                $
                9,500
                
                
                $
                9,175





(1)
            Audit
      fees consists of fees incurred for professional services rendered for the
      audit of financial statements, for reviews of our interim financial
      statements included in our quarterly reports on Form 10-Q and for services
      that are normally provided in connection with statutory or regulatory
      filings or engagements.





(2)
            Audit-related
      fees consists of fees billed for professional services that are reasonably
      related to the performance of the audit or review of our financial
      statements, but are not reported under “Audit
  fees.”





(3)
            Tax
      fees consists of fees billed for professional services relating to tax
      compliance, tax planning, and tax
advice.





(4)
            All
      other fees consists of fees billed for all other
  services.





Audit Committee’s
Pre-Approval Practice.




We do not
have an audit committee.  Our board of directors performs the function
of an audit committee.  Section 10A(i) of the Securities Exchange Act
of 1934, as amended, prohibits our auditors from performing audit services for
us as well as any services not considered to be audit services unless such
services are pre-approved by our audit committee or, in cases where no such
committee exists, by our board of directors (in lieu of an audit committee) or
unless the services meet certain de minimis standards.




16


PART
IV





ITEM
15.        EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES





Financial
Statement Schedules





The
financial statements of Deerfield Resources, Ltd. are listed on the Index to
Financial Statements on this annual report on Form 10-K beginning on page
F-1.





Exhibits





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




Exhibit
                  No.
              
              SEC
      Report
                  Reference
      Number
              
              Description3.1
              
              3.1
              
              Articles
      of Incorporation of Registrant as filed with the Nevada Secretary of State
      on June 21, 2006 (1)3.2
              
              3.1
              
              Amendment
      to the Articles of Incorporation of Registrant as filed with the Nevada
      Secretary of State on December 11, 2008 (2)3.3
              
              3.2
              
              By-Laws
      of Registrant (1)4.1
              
              *
              
              Form
      of Promissory Note by and between the Registrant and United Fertilisers
      (UK) Limited (“UFL”)4.2
              
              *
              
              Form
      of Securities Purchase Agreement by and between the Registrant and
      UFL10.1
              
              10
              
              Mineral
      Claim Purchase Agreement by and between the Registrant and ASK Prospecting
      and Guiding Inc. (“ASK”) dated October 10, 2006 (1)10.2
              
              10.2
              
              Mineral
      Claim Purchase Agreement amendment by and between the Registrant and ASK
      Prospecting and Guiding Inc. dated November 5, 2008 (3)14
              
              14
              
              Code
      of Ethics (4)21
              
              *
              
              List
      of Subsidiaries31.1/31.2
              
              *
              
              Certification
      of Principal Executive and Financial Officer, pursuant to SEC
      Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of
2002


17





Exhibit
                    No.
                  
                  SEC Report
                    Reference Number
                  
                  Description32.1/32.2
                  
                  *
                  
                  Certification
      of Chief Executive and Financial Officer, pursuant to 18 U.S.C.
      Section 1350, adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002**





* Filed
herewith.




** This
certification is being furnished and shall not be deemed “filed” with the SEC
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Registrant specifically incorporates it by
reference.





(1)
            Filed
      with the SEC on December 26, 2006 as an exhibit, numbered as indicated
      above, to the Registrant’s registration statement (SEC File No.
      333-139660) on Form SB-2, which exhibit is incorporated herein by
      reference.




(2)
            Filed
      with the SEC on December 17, 2008 as an exhibit, numbered as indicated
      above, to the Registrant’s Current Report on Form 8-K (SEC File No.
      333-139660), which exhibit is incorporated herein by
      reference.




(3)
            Filed
      with the SEC on December 29, 2008 as an exhibit, numbered as indicated
      above, to the Registrant’s Annual Report on Form 10-KSB (SEC File No.
      333-139660), which exhibit is incorporated herein by
      reference.




(4)
            Filed
      with the SEC on December 27, 2007 as an exhibit, numbered as indicated
      above, to the Registrant’s annual report on Form 10-KSB (SEC File No.
      333-140148), which exhibit is incorporated herein by
      reference.




In reviewing the agreements included as
exhibits and incorporated by reference to this Annual Report on Form 10-K,
please remember that they are included to provide you with information regarding
their terms and are not intended to provide any other factual or disclosure
information about the Company or the other parties to the agreements. The
agreements may contain representations and warranties by each of the parties to
the applicable agreement. These representations and warranties have been made
solely for the benefit of the parties to the applicable agreement
and:





•
              should
      not in all instances be treated as categorical statements of fact, but
      rather as a way of allocating the risk to one of the parties if those
      statements prove to be
inaccurate;





•
            have
      been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
      agreement;


18


•
              may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and




•
              were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.





Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Annual Report on
Form 10-K and the Company’s other public filings, which are available without
charge through the SEC’s website at http://www.sec.gov.


19





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





DEERFIELD
      RESOURCES, LTD.Dated:  December
      24, 2009
                By:
                /s/ James W. MorgonJames
      W. Morgon, President, Chief
                  Executive
      Officer and Chief Financial
                  Officer





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
dates indicated.





SIGNATURE
              
              TITLE
              
              DATE/s/ James W. Morgon
              
              Director
              
              December
      24, 2009James
      W. Morgon


20





PART
IV – FINANCIAL INFORMATION





ITEM
15. FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                            
                            F-2Balance
      Sheets as of September 30, 2009 and 2008
                            
                            F-3Statements
      of Operations for the years ended September 30, 2009 and 2008 and for the
      Period from June 21, 2006 (inception) through September 30,
      2009
                            
                            F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from June 21,
      2006 (inception) to September 30, 2009
                            
                            F-5Statements
      of Cash Flows for the years ended September 30, 2009 and 2008 and for the
      Period from June 21, 2006 (inception) through September 30,
      2009
                            
                            F-6Notes
      to Financial Statements
                            
                            F-7 – F-12


F-1




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To The
Board of Directors and Stockholders of


Deerfield
Resources, Ltd.




We have
audited the accompanying balance sheets of Deerfield Resources, Ltd. (an
exploration stage company) as of September 30, 2009 and 2008, and the related
statements of operations, changes in stockholders’ equity (deficit), and cash
flows for the years ended September 30, 2009 and 2008, and for the period from
June 21, 2006 (date of inception) to September 30, 2009. 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 misstatement. 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 the Company as of September 30,
2009 and 2008, and the results of its operations and its cash flows for the
years ended September 30, 2009 and 2008, and for the period from June 21, 2006
(date of inception) to September 30, 2009, in conformity with accounting
principles generally accepted in the United States of America.




The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 7 to the financial
statements, the Company has not generated any revenue since
inception.  These factors raise substantial doubt about the Company’s
ability to meet its obligations and to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




/s/
Child, Van Wagoner & Bradshaw, PLLC


Child,
Van Wagoner & Bradshaw, PLLC


Salt Lake
City, Utah


December
24, 2009


F-2


DEERFIELD
RESOURCES, LTD.


(An
Exploration Stage Company)


Balance
Sheets





September 30,2009
                
                
                2008ASSETSCurrent
      AssetsCash
                
                $
                2,755
                
                
                $
                22,176Prepaid
      expenses
                
                
                -
                
                
                
                187Total
      Current Assets
                
                
                2,755
                
                
                
                22,363TOTAL
      ASSETS
                
                $
                2,755
                
                
                $
                22,363LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                
                $
                3,005
                
                
                $
                8,627Notes
      payable – related parties (note 6)
                
                
                60,950
                
                
                
                -Accrued
      interest, notes payable – related parties (note 6)
                
                
                5,709
                
                
                
                -Total
      Current Liabilities
                
                
                69,664
                
                
                
                8,627Long-Term
      LiabilitiesNote
      payable- related parties (note 6)
                
                
                65,000
                
                
                
                -TOTAL
      LIABILITIES
                
                
                134,664
                
                
                
                8,627STOCKHOLDERS’
      EQUITY (DEFICIT) (note 3)Preferred
      stock, par value $0.001, 10,000,000 shares authorized, none issued and
      outstanding
                
                
                -
                
                
                
                -Common
      stock, par value $0.001, 300,000,000 shares authorized, 32,600,000
      (926,000 - September 30, 2008) shares issued and
    outstanding
                
                
                32,600
                
                
                
                926Additional
      paid-in capital
                
                
                89,274
                
                
                
                89,274Deficit
      accumulated during the exploration stage
                
                
                (253,783
                )
                
                
                (76,464
                )Total
      Stockholders’ Equity (Deficit)
                
                
                (131,909
                )
                
                
                13,736TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                
                $
                2,755
                
                
                $
                22,363





The
accompanying notes are an integral part of these financial
statements.


F-3


DEERFIELD
RESOURCES, LTD.


(An
Exploration Stage Company)


Statements
of Operations





Cumulativefrom Inception(June 21, 2006)Year Ended September 30,
                
                
                to September 30,2009
                
                
                2008
                
                
                2009Income
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpensesMineral
      property costs
                
                
                10,000
                
                
                
                5,000
                
                
                
                42,152Professional
      fees
                
                
                161,590
                
                
                
                30,173
                
                
                
                206,151Office
      and administrative
                
                
                20
                
                
                
                962
                
                
                
                1,808Total
      Operating Expenses
                
                
                171,610
                
                
                
                36,135
                
                
                
                250,111Other
      Income (Expense)Interest
      income
                
                
                -
                
                
                
                844
                
                
                
                2,037Interest
      expense
                
                
                (5,709
                )
                
                
                -
                
                
                
                (5,709
                )Total
      Other Income (Expense)
                
                
                (5,709
                )
                
                
                844
                
                
                
                (3,672
                )Net
      Loss Applicable to Common Shares
                
                $
                (177,319
                )
                
                $
                (35,291
                )
                
                $
                (253,783
                )Basic
      and Diluted Loss per Common Share
                
                $
                (0.01
                )
                
                $
                (0.04
                )Weighted Average Number
      of Common Shares
      Outstanding
                
                
                24,855,533
                
                
                
                926,000





The
accompanying notes are an integral part of these financial
statements.


F-4


DEERFIELD
RESOURCES, LTD.


(An
Exploration Stage Company)


Statements
of Stockholders’ Equity (Deficit)


For the
Period of Inception (June 21, 2006) to September 30, 2009





Common Stock
                        
                        
                        Additional
                          Paid-In
                        
                        
                        Deficit
                          Accumulated
                          During the
                          Exploration
                        
                        
                        Total
                          Stockholders’
                          EquityShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        (Deficit)Balance,
      June 21, 2006 (Inception)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      shares issued for cash at  $0.025 per share, June 27,
      2006
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        4,800
                        
                        
                        
                        -
                        
                        
                        
                        5,000Common
      shares issued for cash at $.05 per share, August 1, 2006
                        
                        
                        400,000
                        
                        
                        
                        400
                        
                        
                        
                        19,600
                        
                        
                        
                        -
                        
                        
                        
                        20,000Loss
      for the period
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (972
                        )
                        
                        
                        (972
                        )Balance,
      September 30, 2006
                        
                        
                        600,000
                        
                        
                        
                        600
                        
                        
                        
                        24,400
                        
                        
                        
                        (972
                        )
                        
                        
                        24,028Common
      shares issued for cash at  $0.20 per share, July 11,
      2007
                        
                        
                        326,000
                        
                        
                        
                        326
                        
                        
                        
                        64,874
                        
                        
                        
                        -
                        
                        
                        
                        65,200Loss
      for the year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (40,201
                        )
                        
                        
                        (40,201
                        )Balance,
      September 30, 2007
                        
                        
                        926,000
                        
                        
                        
                        926
                        
                        
                        
                        89,274
                        
                        
                        
                        (41,173
                        )
                        
                        
                        49,027Loss
      for the year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (35,291
                        )
                        
                        
                        (35,291
                        )Balance,
      September 30, 2008
                        
                        
                        926,000
                        
                        
                        
                        926
                        
                        
                        
                        89,274
                        
                        
                        
                        (76,464
                        )
                        
                        
                        13,736Common
      shares issued for services at  $0.001 per share, December 29,
      2008
                        
                        
                        31,674,000
                        
                        
                        
                        31,674
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        31,674Loss
      for year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (177,319
                        )
                        
                        
                        (177,319
                        )Balance,
      September  30, 2009
                        
                        
                        32,600,000
                        
                        
                        $
                        32,600
                        
                        
                        $
                        89,274
                        
                        
                        $
                        (253,783
                        )
                        
                        $
                        (131,909
                        )





The
accompanying notes are an integral part of these financial
statements.


F-5


DEERFIELD
RESOURCES, LTD.


(An
Exploration Stage Company)


Statements
of Cash Flow





Cumulative fromInception(June 21, 2006) toYear Ended September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009Operating
      ActivitiesLoss
      for the period
                
                $
                (177,319
                )
                
                $
                (35,291
                )
                
                $
                (253,783
                )Adjustments
      to reconcile net loss to net cash used in operationsIssuance
      of common stock for consulting services
                
                
                31,674
                
                
                
                -
                
                
                
                31,674Changes
      in operating assets and liabilities:Decrease
      in prepaid expenses
                
                
                187
                
                
                
                113
                
                
                
                -Increase
      (decrease) in accounts payable
                
                
                (5,622
                )
                
                
                (4,528
                )
                
                
                3,005Increase
      in accrued interest, notes payable – related party
                
                
                5,709
                
                
                
                -
                
                
                
                5,709Net
      cash used in operating activities
                
                
                (145,371
                )
                
                
                (39,706
                )
                
                
                (213,395
                )Investing
      Activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Financing
      ActivitiesProceeds
      from notes payable – related party
                
                
                125,950
                
                
                
                -
                
                
                
                125,950Issuance
      of common stock for cash
                
                
                -
                
                
                
                -
                
                
                
                90,200Net
      cash provided by financing activities
                
                
                125,950
                
                
                
                -
                
                
                
                216,150Net
      Increase (Decrease) in Cash and Cash Equivalents
                
                
                (19,421
                )
                
                
                (39,706
                )
                
                
                2,755Cash
      and Cash Equivalents – Beginning of Period
                
                
                22,176
                
                
                
                61,882
                
                
                
                -Cash
      and Cash Equivalents – End of Period
                
                $
                2,755
                
                
                $
                22,176
                
                
                $
                2,755Supplemental
      Cash Flow Disclosure:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -





The
accompanying notes are an integral part of these financial
statements.


F-6


DEERFIELD
RESOURCES, LTD.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009





1.
            Organization





Deerfield
Resources, Ltd. (the “Company”) was incorporated on June 21, 2006 in the State
of Nevada, U.S.A.  It is based in New York, New York where it has its
executive offices.  The accounting and reporting policies of the
Company conform to accounting principles generally accepted in the United States
of America, and the Company’s fiscal year end is September 30.





The
Company is an exploration stage company that engages primarily in the
acquisition, exploration, and development of mineral resource
properties.  The Company has the right to conduct exploration work on
six mineral mining claims in White Bay, Newfoundland, Canada, and has not
determined whether these properties contain reserves that are economically
recoverable. To date, the Company’s activities have been limited to its
formation, the raising of equity capital, and some exploration
work.





The
Company decided prior to the end
of its fiscal year ended September 30, 2008to refocus its business
strategy towards identifying and pursuing options regarding the development of a
new business plan and direction. The Company intends to explore various business
opportunities that have the potential to generate positive revenue, profits, and
cash flow in order to financially accommodate the costs of being a publicly-held
company.





Exploration
Stage Company





The
Company is considered to be in the exploration stage as defined in FASC
915-10-05, “Development Stage
Entity,” and interpreted by the Securities and Exchange Commission for
mining companies in Industry Guide 7.  Until recently, the Company had
been devoting substantially all of its efforts to development of business plans
and the acquisition of mineral properties.





2.
            Significant
      Accounting Policies





Use
of Estimates





The
preparation of the Company’s financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.  The Company’s periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties, and markets that could affect the financial
statements and future operations of the Company.





Cash
and Cash Equivalents





Cash and
cash equivalents include cash in banks, money market funds, and certificates of
term deposits with maturities of less than three months from inception, which
are readily convertible to known amounts of cash and which, in the opinion of
management, are subject to an insignificant risk of loss in
value.  The Company had $2,755 and $22,176 in cash and cash
equivalents at September 30, 2009 and 2008, respectively.


F-7


DEERFIELD
RESOURCES, LTD.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009





2.
            Significant
      Accounting Policies –Continued





Mineral
Acquisition and Exploration Costs





The
Company has been in the exploration stage since its formation on June 21, 2006
and has not yet realized any revenue from its planned operations. It is
primarily engaged in the acquisition, exploration, and development of mining
properties. Mineral property acquisition and exploration costs are expensed as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserves.


Start-Up
Costs





In
accordance with FASC 720-15-20, “Start-up Activities,” the
Company expenses all costs incurred in connection with the start-up and
organization of the Company.




Net
Income or (Loss) Per Share of Common Stock




The
Company has adopted FASC 260-10-20, “Earnings per Share,” (“EPS”)
which requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.  In the
accompanying financial statements, basic earnings (loss) per share is computed
by dividing net income (loss) by the weighted average number of shares of common
stock outstanding during the period.





The
following table sets forth the computation of basic and diluted earnings per
share:





Year
      Ended September 30,2009
                      
                      
                      2008Net
      loss
                      
                      $
                      (177,319
                      )
                      
                      $
                      (35,291
                      )Weighted
      average common shares outstanding (Basic)
                      
                      
                      24,855,533
                      
                      
                      
                      926,000Options
                      
                      
                      -
                      
                      
                      
                      -Warrants
                      
                      
                      -
                      
                      
                      
                      -Weighted
      average common sharesoutstanding
      (Diluted)
                      
                      
                      24,855,533
                      
                      
                      
                      926,000Net
      loss per share (Basic and Diluted)
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.04
                      )





The
Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.


F-8


DEERFIELD
RESOURCES, LTD.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009





2.
            Significant
      Accounting Policies - Continued





Foreign
Currency Translations





The
Company’s functional and reporting currency is the US dollar.  All
transactions initiated in other currencies are translated into US dollars using
the exchange rate prevailing on the date of transaction.  Monetary
assets and liabilities denominated in foreign currencies are translated into the
US dollar at the rate of exchange in effect at the balance sheet
date.  Unrealized exchange gains and losses arising from such
transactions are deferred until realization and are included as a separate
component of stockholders’ equity (deficit) as a component of comprehensive
income or loss. Upon realization, the amount deferred is recognized in income in
the period when it is realized.  No significant realized exchange gain
or losses were recorded from inception (June 21, 2006) to September 30,
2009.





Concentrations
of Credit Risk





The
Company’s financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables.  The Company places its cash and cash equivalents with
financial institutions of high credit worthiness.  At times, its cash
and cash equivalents with a particular financial institution may exceed any
applicable government insurance limits.  The Company’s management
plans to assess the financial strength and credit worthiness of any parties to
which it extends funds, and as such, it believes that any associated credit risk
exposures are limited.





Recently
Issued Accounting Pronouncements





In June
2009, the FASB established the Accounting Standards Codification (“Codification”
or “ASC”) as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (“GAAP”). Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.





Statement
of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent
Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial
Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810),
“Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105),
“The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles- a replacement of FASB Statement No. 162” were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant.





Accounting Standards Update (“ASU”) ASU
No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and
Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable
Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue
Arrangements that include Software Elements, and various other ASU’s No. 2009-2
through ASU No. 2009-15 which contain technical corrections to existing guidance
or affect guidance to specialized industries or entities were recently issued.
These updates have no current applicability to the Company or their effect on
the financial statements would not have been significant.




F-9




DEERFIELD
RESOURCES, LTD.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009





3.
            Stockholders’
      Equity





Authorized
Stock





At
inception, the Company authorized 100,000,000 common shares and 100,000,000
preferred shares, both with a par value of $0.001 per share.  Each
common share entitles the holder to one vote, in person or proxy, on any matter
on which action of the stockholders of the corporation is sought.





Effective
December 1, 2008, the Company increased the number of authorized common shares
to 310,000,000 shares, of which 300,000,000 shares are designated as common
stock par value $0.001 per share, and 10,000,000 shares are designated as
preferred stock, par value $0.001 per share.





Share
Issuances





On
December 24, 2008, the Company effected a 1 for 5 reverse split of its common
stock, under which each stockholder of record on that date received 1 new share
of the Corporation’s $0.001 par value stock for every five shares
outstanding.





Since its
inception, the Company has issued shares of its common stock as follows,
retroactively adjusted to give effect to the 1 for 5 reverse split:





Date
                          
                          Description
                          
                          Shares
                          
                          
                          Price Per
                            Share
                          
                          
                          Amount06/27/06
                          
                          Stock
      issued for cash
                          
                          
                          200,000
                          
                          
                          $
                          0.025
                          
                          
                          $
                          5,00008/01/06
                          
                          Stock
      issued for cash
                          
                          
                          400,000
                          
                          
                          
                          0.05
                          
                          
                          
                          20,00007/11/07
                          
                          Stock
      issued for cash
                          
                          
                          326,000
                          
                          
                          
                          0.20
                          
                          
                          
                          65,20012/26/08
                          
                          Stock issued for services (note
      6)
                          
                          
                          31,674,000
                          
                          
                          
                          0.001
                          
                          
                          
                          31,67406/30/09
                          
                          Cumulative
      Totals
                          
                          
                          32,600,000
                          
                          
                          
                          
                          
                          
                          $
                          121,874





Of these
shares, 600,000 were issued to former directors and officers of the Company,
31,674,000 to its majority stockholder, and 326,000 to independent
investors.





There are
no preferred shares outstanding.  The Company has no stock option
plan, warrants or other dilutive securities.





4.
            Provision
      for Income Taxes





The Company recognizes the tax effects
of transactions in the year in which such transactions enter into the
determination of net income, regardless of when reported for tax purposes.
Deferred taxes are provided in the financial statements under FASC 718-740-20 to
give effect to the resulting temporary differences which may arise from
differences in the bases of fixed assets, depreciation methods, allowances, and
start-up costs based on the income taxes expected to be payable in future years.
Minimal exploration stage deferred tax assets arising as a result of net
operating loss carry forwards have been offset completely by a valuation
allowance due to the uncertainty of their utilization in future periods.
Operating loss carry forwards generated during the period from June 21, 2006
(date of inception) through September 30, 2009 of $253,783 will begin to expire
in 2026. Accordingly, deferred tax assets of approximately $88,800 were offset
by a valuation allowance, which increased by approximately $65,100 and $12,400
during the year ended September 30, 2009 and 2008,
respectively.




F-10




DEERFIELD
RESOURCES, LTD.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009





4.
            Provision
      for Income Taxes - Continued





The
Company adopted the provisions of uncertain tax positions as addressed in FASC
740-10-65-1.  The Company recognized approximately no increase in the
liability for unrecognized tax benefits.





The
Company has no tax positions at September 30, 2009 and 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses. No such interest or penalties were recognized during
the periods presented. The Company had no accruals for interest and penalties at
September 30,2009 or
2008. The Company’s utilization of any net operating loss carry forward may be
unlikely as a result of its intended exploration stage activities.





5.
            Mineral
      Property Costs





On
October 10, 2006, the Company entered into a mineral claim purchase agreement
(the Agreement) to purchase an undivided interest in six mining claims on
property located in White Bay, Newfoundland, Canada (the Property) for
$40,000.  Payments on the Property are payable as
follows:





Upon
      signing of the agreement and transfer of title (paid)
                  
                  $
                  5,000On
      or before October 10, 2007 (paid)
                  
                  
                  5,000On
      or before October 10, 2008 (paid)
                  
                  
                  10,000On
      or before October 10, 2009 (paid)
                  
                  
                  10,000On
      or before October 10, 2010
                  
                  
                  10,000TOTAL
                  
                  $
                  40,000





In
addition to the Property payments, the Company is required to incur $50,000 of
exploration work on the Property over four years and to pay a 3% royalty on all
mineral commodities sold from the property.  This royalty shall be
reduced to 1.5% upon payment to the vendor of $1,000,000 USD at any
time.  The vendor has recommended a work program of approximately
$15,000, which will be part of the expenditure commitment and must be completed
in the first year.  The program consists of surveying a control grid,
soil and rock chip sampling and geological mapping.





Funds
totaling $22,152 were advanced during August and October 2007 towards the work
program, which was completed in September 2007.  As of September 30,
2009, the Company has spent the recommended money on property option payments
and exploration work on the Property.





The
Company is also responsible for maintaining the mineral claims in good standing
by paying all the necessary rents, taxes, and filing fees associated with the
Property.  As of September 30, 2009, the Company met these
obligations.





6.
            Related
      Party Transactions





On November 3, 2008, the Company
received $35,000 from its majority stockholder (the “Stockholder”) pursuant to
an unsecured promissory note, bearing an annual interest rate of 9% with a
maturity date of November 2, 2009.  This note has been extended through May
2, 2010.  On March 18, 2009, the Company received an additional
$25,950 from the Stockholder pursuant to an unsecured promissory note, bearing
an annual interest rate of 9% with a maturity date of March 17,
2010.




F-11




DEERFIELD
RESOURCES, LTD.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009





6.
            Related
      Party Transactions – Continued





On May
21, 2009, the Company received an additional $40,000 from the Stockholder
pursuant to an unsecured convertible promissory note, bearing an annual interest
rate of 9% with a maturity date of November 22, 2010.  Subject to
prior conversion, interest and principal are due on the note on November 22,
2010. The terms of conversion have not been determined but will be mutually
determined by the Company and the holder.





On August
13, 2009, the Company received an additional $25,000 from the Stockholder
pursuant to an unsecured convertible promissory note, bearing an annual interest
rate of 9% with a maturity date of February 12, 2011.  Subject to
prior conversion, interest and principal are due on the note on February 12,
2011. The terms of conversion have not been determined but will be mutually
determined by the Company and the holder.





Interest
expense and accrued interest as of and for the year ended September 30, 2009 and
2008 totaled $5,709 and $0, respectively.





During
the quarter ended December 31, 2008, the Stockholder rendered consulting
services totaling $31,674, for which it received 31,674,000 shares of the
Company’s common stock issued at par value $0.001.





7.
            Going
      Concern and Liquidity
Considerations





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business.  As at September 30, 2009, the Company has a working capital
deficiency of $66,909 and an accumulated deficit of $253,783.  The
Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the next twelve months.





The
ability of the Company to emerge from the exploration stage is dependent upon,
among other things, obtaining additional financing to continue operations,
explore, develop and purchase the mineral properties, and the discovery,
development and sale of ore reserves.





In
response to these problems, management intends to raise additional funds through
public or private placement offerings.





These
factors, among others, raise substantial doubt about the Company’s ability to
continue as a going concern.  The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.





8.
            Subsequent
      Events





The
company has evaluated subsequent events from the balance sheet date through
December 21, 2009 and determined there are no items to
disclose.


F-12