U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-KSB


(Mark
One)


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





For
Fiscal Year Ended: September 30, 2008





OR





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





For the transition period from
__________________ to __________________





Commission
file number 333-139660




DEERFIELD RESOURCES, LTD.





(Exact
name of Registrant as specified in its charter)





Nevada
              
              98-0506246(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)50
      Christopher Columbus Drive,
                Suite
      1606, Jersey City, New Jersey
              
              07302(Address
      of principal executive offices)
              
              (Zip
      Code)
  (800)
      526-1147(Registrant’s
      telephone number, including area
code)





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


Name of
each Exchange on Which Registered:  None


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








Check whether the issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.   x




Check whether the issuer (1) 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 issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes x   No
 ̈




Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of issuer’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.   x




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




State issuer’s revenues for its most
recent fiscal year.  None




State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was sold, or the average bid and asked
price of such common equity as of a specified date within the past 60
days.




As of December 26, 2008 there were
926,000 issued and outstanding shares of our common stock, $.001 par value, held
by non-affiliates.  The aggregate value of the securities held by
non-affiliates on December 26, 2008 was approximately $81,500 based on the
average bid and asked price of our common stock on December 26, 2008, which was
$0.25 per share.




State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date: 926,000 shares of common stock, $0.001 par value, as of December 26,
2008.




Transitional Small Business Disclosure
Format (check one):     Yes   ̈   No  x




DOCUMENTS
INCORPORATED BY REFERENCE




Not
Applicable









TABLE
OF CONTENTS




Item
      Number and Caption
                  
                  PageForward
      Looking Statements
                  
                  3PART
      1Item
      1.  Description of Business
                  
                  3Item
      2.  Description of Property
                  
                  5Item
      3.  Legal Proceedings
                  
                  5Item
      4.  Submission of Matters to Vote of Security
      Holders
                  
                  5PART
      IIItem
      5.  Market for Common Equity and Related
      Stockholders
                  
                  6Item
      6.  Plan of Operation
                  
                  7Item
      7.  Financial Statements
                  
                  10Item
      8.  Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
                  
                  23Item
      8A.  Controls and Procedure
                  
                  23Item
      8B.  Other Information
                  
                  24PART
      IIIItem
      9.  Directors, Executive Officers, Promoters, Control Persons
      and  Corporate Governance; Compliance with Section 16(a) of the
      Exchange Act
                  
                  24Item
      10.  Executive Compensation
                  
                  25Item
      11.  Security Ownership of Certain Beneficial Owners and
      Management
                  
                  27Item
      12.  Certain Relationships and Related Transactions , and
      Director Independence
                  
                  28Item
      13.  Exhibits
                  
                  29Item
      14.  Principal Accountant Fees and Services
                  
                  30




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 “Plan of Operation” and “Description of
Business.”  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 taking
place after the date of this document.





PART
I




ITEM
1.  DESCRIPTION OF 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 $12,500 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
recently decided 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.




3




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 represent 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.





Loans





In
consideration of a November 3, 2008 loan from UFL in the amount of $35,000, we
issued a promissory note (the “Note”) dated November 3, 2008 to UFL. The Note
has a one year term and pays interest at the rate of 9% per annum, compounded
annually.





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 is
effective as of the close of business on Wednesday, December 24, 2008 and
following FINRA approval, the market effective date for the Reverse Split is
anticipated to be December 26, 2008 or such other date as approved by FINRA. As
a result of the Reverse Split, every five shares of our Common Stock will be
converted into one share of our Common Stock.  Once FINRA has approved
the corporate actions effectuating the Reverse Split, FINRA will issue a new
symbol under which our Common Stock will trade.




4




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, 2008 and 2007, we made no expenditures
on research and development.




Employees




As of
December 26, 2008, our only employee is our sole executive officer.




ITEM
2.  DESCRIPTION OF PROPERTY




Our
principal place of business and corporate office is located at 50 Christopher
Columbus Drive, Suite 1606, Jersey City, New Jersey 07302.  The office
space is provided rent free and is in the principle residence of our President.
We have no intention of finding another office space to rent during the
development stage of the Company.





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
proceedings are presently pending or threatened.




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




No matter
was submitted during the fourth quarter of the fiscal year covered by this
report to a vote of security holders.




5




PART
II




ITEM
5.  MARKET FOR COMMON EQUITY


AND
RELATED STOCKHOLDER MATTERS




Market
Information.




Since
September 26, 2007, our common stock has been quoted on the Over-the-Counter
Bulletin Board (OTCBB) under the symbol “DFRS”.  Following FINRA
approval of the Reverse Split, we expect our trading symbol to
change.





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 National
Association of Securities Dealers 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, 2008
                  
                  $
                  0.25
                  
                  
                  $
                  0.25June
      30, 2008
                  
                  $
                  0.25
                  
                  
                  $
                  0.25March
      31, 2008
                  
                  $
                  0.25
                  
                  
                  $
                  0.25December
      31, 2007
                  
                  $
                  0.25
                  
                  
                  $
                  0.25September
      30, 2007(1)
                  
                  None
                  
                  
                  None







(1) From
September 25, 2007, the first available date during this quarter.




Holders




As of
December 26, 2008, there were 28 record holders of our Common
Stock.




Dividends




We have
never declared any cash dividends with respect to our common
stock.  Future payment of dividends is within the discretion of our
Board and will depend on our earnings, capital requirements, financial
condition, and other relevant factors.  Although there are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on our common stock, we presently intend to retain future earnings, if any, for
use in our business and have no present intention to pay cash dividends on our
common stock.




Recent
Sales of Unregistered Securities





In
consideration of a November 3, 2008 loan from UFL in the amount of $35,000, we
issued a promissory note (the “Note”) dated November 3, 2008 to UFL. The Note
has a one year term and pays interest at the rate of 9% per annum, compounded
annually. The issuance of the Note to UFL was exempt from the registration
requirements of the Securities Act, pursuant to Section 4(2) of the Securities
Act as a transaction not involving a public offering. The Note bears a legend
restricting its transfer.




6




On or
about January 5, 2009, we intend to issue 31,674,000 (post Reverse Split) fully
paid and non-assessable shares of our Common Stock to UFL, our majority
stockholder, for services rendered to us.  This issuance of shares to
UFL will be exempt from the registration requirements of the Securities Act of
1933, as amended (the “Act”), pursuant to Section 4(2) of the Act as a
transaction not involving a public offering.  The certificate
evidencing the shares will bear a legend restricting its
transfer.  UFL currently owns an additional 3,000,000 shares of our
Common Stock (600,000 shares on a post-Reverse Split basis).





Securities
Authorized For Issuance Under Equity Compensation Plans




We do not
presently maintain any equity compensation plans and have not maintained any
such plans since our inception.





Use
of Proceeds from Registered Securities




On
January 12, 2007, our public offering registration statement on Form SB-2 was
declared effective by the Securities and Exchange Commission (the “SEC”) (SEC
file no. 333-139660). On July 12, 2007 the sale under this Form SB-2 of
1,630,000 common shares at a price of $0.04 per share (326,000
shares at $0.20 per share on a post-Reverse Split basis)for an aggregate
of $65,200 was completed and the offering was closed. There was no underwriter
involved in this public offering.  We incurred estimated expenses to
third parties of approximately $8,300 in connection with the preparation and
filing of the Form SB-2, and net proceeds to us from this Form SB-2 offering
were approximately $56,900.  We have used these funds as working
capital for mineral exploration expenses, property option payments, office and
administrative expenses and professional fee payments to third
parties.





ITEM
6.  PLAN OF OPERATION





We were
incorporated in the State of Nevada on June 21, 2006.  We were formed
to engage 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.





We
recently decided to refocus our business strategy towards identifying and
pursuing options regarding the development of a new business plan and direction.
We intend 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.




20081.





1 $3,750
due on or before February 10, 2009; $3,750 due on or before February 10, 2009;
and $10,000 due on or before October 10, 2009, each with a thirty day grace
period.




7




Further,
we may raise capital in connection with or in anticipation of possible
acquisition transactions. We do not currently engage in any product research and
development and have no plans to do so in the foreseeable future. We have no
present plans to purchase or sell any plant or significant equipment. We also
have no present plans to add employees, although we may do so in the future if
we engage in any merger or acquisition transactions.





Recent
Accounting Pronouncements





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises.”That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, “Accounting for
Contingencies.” This Statement requires that an insurance enterprise
recognize a claim liability prior to an event of default (insured event) when
there is evidence that credit deterioration has occurred in an insured financial
obligation. This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements. This Statement is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”





In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133.” The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” do not provide adequate information
about how derivative and hedging activities affect an entity’s financial
position, financial performance, and cash flows. Accordingly, this Statement
requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008.




8




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.” This
statement amends ARB No. 51 to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards of the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent.  SFAS 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar
year-ends).





In
December 2007, the FASB issued a revision to SFAS No. 141 (revised 2007), “Business Combinations.”The
objective of this Statement is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its effects.
This Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.”This Statement permits entities to choose to measure
many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments.  SFAS 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.”   This Statement defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement will
change current practice.  SFAS 157 is effective in the first fiscal
year that begins after November 15, 2007.





None of
the above new pronouncements has current application to the Company, but will be
implemented in the Company’s future financial reporting when
applicable.




9




ITEM
7.  FINANCIAL STATEMENTS




Index to
Financial Statements





PageReport
      of Independent Registered Public Accounting Firm
                  
                  11Balance
      Sheets as of September 30, 2008 and September 30, 2007
                  
                  12Statements
      of Operations for the years ended September 30, 2008
      and  September 30, 2007 and for the period from June 21, 2006
      (inception) through September 30, 2008
                  
                  13Statement
      of Changes in Stockholders’ Equity
                  
                  14Statements
      of Cash Flows for the years ended September 30, 2008
      and  September 30, 2007and for the period from June 21, 2006
      (inception) through September 30, 2008
                  
                  15Notes
      to Financial Statements
                  
                  16




10




Douglas
      W. Child, CPA
                  Marty
      D. Van Wagoner, CPA
                  J.
      Russ Bradshaw, CPA
                  William
      R. Denney, CPA
                  Roger
      B. Kennard, CPA
                  Russell
      E. Anderson, CPA
                  Scott
      L. Farnes
                  
                  
                  
                  
                  
                  
                  
                  1284
      W. Flint Meadow Dr. #D
                  Kaysville,
      Utah 84037
                  Telephone
      801.927.1377
                  Facsimile
      801.927.1344
                  
                  5296
      S. Commerce Dr. #300
                  Salt
      Lake City, Utah 84107
                  Telephone
      801.281.4700
                  Facsimile
      801.281.4701
                  
                  Suite
      B, 4F
                  North
      Cape Commercial Bldg.
                  388
      King’s Road
                  North
      Point, Hong Kong
                  
                  www.cpaone.net
                
                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) (the “Company”) as of September 30, 2008
      and 2007, and the related statements of operations, changes in
      stockholders' equity, and cash flows for the years then ended, and for the
      period of June 21, 2006 (inception) through September 30, 2008. 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 of America). Those
      standards require that we plan and perform the audits to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. The Company is not required to have, nor were we engaged to
      perform, an audit of its internal control over financial reporting. Our
      audits included consideration of internal control over financial reporting
      as a basis for designing audit procedures that are appropriate in the
      circumstances, but not for the purpose of expressing an opinion on the
      effectiveness of the Company's internal control over financial reporting.
      Accordingly, we express no such opinion. An audit also includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements, 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, 2008 and 2007, and the results of its operations and cash
      flows for the years then ended and for the period of June 21, 2006
      (inception) through September 30, 2008, in conformity with accounting
      principles generally accepted in the United States of
America.
                  
                  The
      accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. As discussed in Note 6 to the
      financial statements, the Company has not generated revenues from
      operations and has incurred significant net losses since inception. This
      raises substantial doubt about the Company's ability to meet its
      obligations and to continue as a going concern. Management's plans in
      regard to this matter are described in Note 6. 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, UT
                  December
      24, 2008
  11
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Balance
Sheets
 As
      of September 30,2008
                              
                              
                              2007ASSETSCurrent
      AssetsCash
                              
                              $
                              22,176
                              
                              
                              $
                              61,882Prepaid
      expenses
                              
                              
                              187
                              
                              
                              
                              300Total
      Current Assets
                              
                              
                              22,363
                              
                              
                              
                              62,182TOTAL
      ASSETS
                              
                              $
                              22,363
                              
                              
                              $
                              62,182LIABILITIES
      AND STOCKHOLDERS’ EQUITYLIABILITIESCurrent
      LiabilitiesAccounts
      payable and accrued liabilities (note 7)
                              
                              $
                              8,627
                              
                              
                              $
                              13,155Total
      Current Liabilities
                              
                              
                              8,627
                              
                              
                              
                              13,155TOTAL
      LIABILITIES
                              
                              
                              8,627
                              
                              
                              
                              13,155STOCKHOLDERS’
      EQUITY (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, 926,000 shares
      issued and outstanding
                              
                              
                              926
                              
                              
                              
                              926Additional
      paid-in capital
                              
                              
                              89,274
                              
                              
                              
                              89,274Deficit
      accumulated during the exploration stage
                              
                              
                              (76,464
                              )
                              
                              
                              (41,173
                              )Total
      Stockholders’ Equity
                              
                              
                              13,736
                              
                              
                              
                              49,027TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY
                              
                              $
                              22,363
                              
                              
                              $
                              62,182
 
 The
accompanying notes are an integral part of these financial
statements.
  12
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Statements
of Operations
 Cumulativefrom
      Inception(June
      21, 2006)Year
      Ended September 30,
                        
                        
                        to
      September 30,2008
                        
                        
                        2007
                        
                        
                        2008Income
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -ExpensesMineral
      property costs
                        
                        
                        5,000
                        
                        
                        
                        27,152
                        
                        
                        
                        32,152Professional
      fees
                        
                        
                        30,173
                        
                        
                        
                        13,644
                        
                        
                        
                        44,561Office
      and administrative
                        
                        
                        962
                        
                        
                        
                        598
                        
                        
                        
                        1,788Total
      Operating Expenses
                        
                        
                        36,135
                        
                        
                        
                        41,394
                        
                        
                        
                        78,501Other
      Income (Expense)Interest
      income
                        
                        
                        844
                        
                        
                        
                        1,193
                        
                        
                        
                        2,037Total
      Other Income (Expense)
                        
                        
                        844
                        
                        
                        
                        1,193
                        
                        
                        
                        2,037Net
      Loss Applicable to Common Shares
                        
                        $
                        (35,291
                        )
                        
                        $
                        (40,201
                        )
                        
                        $
                        (76,464
                        )Basic
      and Diluted Loss per Common Share
                        
                        $
                        (0.04
                        )
                        
                        $
                        (0.05
                        )Weighted
      Average Number ofCommon
      Shares Outstanding
                        
                        
                        926,000
                        
                        
                        
                        753,423
 
 The
accompanying notes are an integral part of these financial
statements.
  13
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Statement
of Changes in Stockholders’ Equity
 For the
Period of Inception (June 21, 2006) to September 30, 2008
 Common
      Stock
                          
                          
                          Additional
                            Paid-In
                          
                          
                          Deficit
                            Accumulated
                            During
      the
                            Exploration
                          
                          
                          Total
                            Stockholders’Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          EquityBalance,
      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
                          )
                          
                          $
                          13,736
 
 The
accompanying notes are an integral part of these financial
statements.
  14
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Statements
of Cash Flows
 Cumulative
      fromInception(June
      21, 2006) toYear
      Ended September 30,
                            
                            
                            September
      30,2008
                            
                            
                            2007
                            
                            
                            2008Operating
      ActivitiesLoss
      for the period
                            
                            $
                            (35,291
                            )
                            
                            $
                            (40,201
                            )
                            
                            $
                            (76,464
                            )Adjustments
      to reconcile net loss to net cashused
      in operationsChanges
      in operating assets and liabilities:Decrease
      (increase) in prepaid expenses
                            
                            
                            113
                            
                            
                            
                            3,956
                            
                            
                            
                            (187
                            )Increase
      (decrease) in accounts payable and
                              accrued
      liabilities
                            
                            
                            (4,528
                            )
                            
                            
                            13,155
                            
                            
                            
                            8,627Net
      cash used in operating activities
                            
                            
                            (39,706
                            )
                            
                            
                            (23,090
                            )
                            
                            
                            (68,024
                            )Investing
      Activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      cash used in investing activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Financing
      ActivitiesIssuance
      of common stock for cash
                            
                            
                            -
                            
                            
                            
                            65,200
                            
                            
                            
                            90,200Net
      cash provided by financing activities
                            
                            
                            -
                            
                            
                            
                            65,200
                            
                            
                            
                            90,200Net
      Increase (Decrease) in Cash and Cash Equivalents
                            
                            
                            (39,706
                            )
                            
                            
                            42,110
                            
                            
                            
                            22,176Cash
      and Cash Equivalents – Beginning of Period
                            
                            
                            61,882
                            
                            
                            
                            19,772
                            
                            
                            
                            -Cash
      and Cash Equivalents – End of Period
                            
                            $
                            22,176
                            
                            
                            $
                            61,882
                            
                            
                            $
                            22,176Supplemental
      Cash Flow Disclosure:Cash
      paid for interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Cash
      paid for income taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
 
 The
accompanying notes are an integral part of these financial
statements.
  15
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 September
30, 2008 and 2007
 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 Peterborough, United Kingdom, with
an executive office in Jersey City, New Jersey.  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 yet
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.
 
 Exploration
Stage Company
 
 The
Company is considered to be in the exploration stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises,” and interpreted by the Securities and
Exchange Commission for mining companies in Industry Guide 7.  The
Company is 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 $22,176 and $61,882 in cash and cash
equivalents at September 30, 2008 and 2007, respectively.
 
 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.
  16
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Notes
to Financial Statements
 September
30, 2008 and 2007
 2.
              Significant
      Accounting Policies –Continued
  Start-Up
Costs
 
 In
accordance with the American Institute of Certified Public Accountant’s
Statement of Position 98-5, “Reporting on the Costs of 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 Financial Accounting Standards Board (“FASB”) Statement
Number 128, “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 30,2008
                              
                              
                              2007Net
      loss
                              
                              $
                              (35,291
                              )
                              
                              $
                              (40,201
                              )Weighted
      average common sharesoutstanding (Basic)
                              
                              
                              926,000
                              
                              
                              
                              753,423Options
                              
                              
                              -
                              
                              
                              
                              -Warrants
                              
                              
                              -
                              
                              
                              
                              -Weighted
      average common sharesoutstanding
      (Diluted)
                              
                              
                              926,000
                              
                              
                              
                              753,423Net
      loss per share (Basic and Diluted)
                              
                              $
                              (0.04
                              )
                              
                              $
                              (0.05
                              )
 
 The
Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.
 
 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,
2008.
  17
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 September
30, 2008 and 2007
 2.
              Significant
      Accounting Policies -Continued
 
 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 it will likely incur in the near future.  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.
 
 Recent
Accounting Pronouncements
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises.” That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, “Accounting for
Contingencies.” This Statement requires that an insurance enterprise
recognize a claim liability prior to an event of default (insured event) when
there is evidence that credit deterioration has occurred in an insured financial
obligation. This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements. This Statement is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133.” The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” do not provide adequate information
about how derivative and hedging activities affect an entity’s financial
position, financial performance, and cash flows. Accordingly, this Statement
requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency  of financial
reporting. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15,
2008.
  18
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 September
30, 2008 and 2007
 2.
              Significant
      Accounting Policies–
    Continued
 
 Recent
Accounting Pronouncements –
Continued
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.” This
statement amends ARB No. 51 to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards of the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent.  SFAS 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar
year-ends).
 
 In
December 2007, the FASB issued a revision to SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R).The objective of this Statement is to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial reports about a business combination
and its effects. This Statement applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.”This Statement permits entities to choose to measure
many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments.  SFAS 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007.
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.”   This Statement defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement will
change current practice.  SFAS 157 is effective in the first fiscal
year that begins after November 15, 2007.
 
 None of
the above new pronouncements has current application to the Company, but will be
implemented in the Company’s future financial reporting when
applicable.
  19
 Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 September
30, 2008 and 2007
 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
 
 Effective
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:
 
 Price PerDate
                                            
                                            Description
                                            
                                            Shares
                                            
                                            
                                            Share
                                            
                                            
                                            Amount06/27/06
                                            
                                            Shares
      issued for cash
                                            
                                            
                                            200,000
                                            
                                            
                                            $
                                            0.025
                                            
                                            
                                            $
                                            5,00008/01/06
                                            
                                            Shares
      issued for cash
                                            
                                            
                                            400,000
                                            
                                            
                                            
                                            0.05
                                            
                                            
                                            
                                            20,00007/11/07
                                            
                                            Shares
      issued for cash
                                            
                                            
                                            326,000
                                            
                                            
                                            
                                            0.20
                                            
                                            
                                            
                                            65,20009/30/08
                                            
                                            Cumulative
      Totals
                                            
                                            
                                            926,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            $
                                            90,200
 
 Of these
shares, 600,000 were issued to former directors and officers of the Company and
326,000 were issued 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 SFAS No. 109 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, 2008 of $76,464
will begin to expire in 2026. Accordingly, deferred tax assets of approximately
$23,700 were offset by a valuation allowance, which increased by approximately
$12,400 and $14,070 during the year ended September 30, 2008 and 2007,
respectively.
  20


Deerfield
Resources, Ltd.


(An
Exploration Stage Company)


Notes to
Financial Statements


September
30, 2008 and 2007




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 October 2007)
                  
                  
                  5,000On
      or before October 10, 2008
                  
                  
                  10,000On
      or before October 10, 2009
                  
                  
                  10,000On
      or before October 10, 2010
                  
                  
                  10,000TOTAL
                  
                  $
                  40,000





On
November 5, 2008, the Agreement was amended to allow the Company to pay the
third payment ($10,000 originally due October 10, 2008) in three installments:
$2,500 payable on or before November 7, 2008; $3,750 payable on or before
February 10, 2009; and $3,750 payable on or before June 10, 2009.  The
Company paid the first installment of $2,500 on November 7, 2008, and is
therefore still in compliance with the Agreement.





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,
2008, 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, 2008, the Company met these
obligations.





6.
            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, 2008, the Company has working capital
of $13,736 and an accumulated deficit of $76,464.  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.





21


Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 September
30, 2008 and 2007




6.
            Going
      Concern and Liquidity Considerations – Continued





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.





7.
            Consulting
      Agreement




On
September 9, 2008, the Company entered into a consulting agreement with its
former officer and director, who rendered management advisory services for the
Company during the period of September 9, 2008 through November 1,
2008.  Total fees for the contract term were $22,176, of which $8,627
was payable at September 30, 2008.




8.
            Subsequent
      Events




On
November 3, 2008, the Company received a $35,000 loan from its majority
stockholder.  The loan is memorialized by a promissory note, which
states a 9% annual interest rate and due date of November 2, 2009 (unless both
parties agree to extend).




On
November 5, 2008, certain payment terms in the Company’s mineral claim purchase
agreement were amended as described in Note 5.




On
December 1, 2008, the Company amended its Articles of Incorporation to increase
the number of authorized shares from 200,000,000 to 310,000,000.  The
Company authorized a 1 for 5 reverse stock split effective December 24,
2008.  As discussed in Note 3, both the amendment and stock split have
been retroactively reported for all periods presented in the accompanying
financial statements.




In
January 2009, the Company plans to issue 31,674,000 shares of its common stock
on a post-split basis to its majority stockholder for consulting services
rendered during the quarter ended December 31, 2008.





22




ITEM
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON


ACCOUNTING
AND FINANCIAL DISCLOSURE




Not
applicable.





ITEM
8A.  CONTROLS AND PROCEDURES





(a) Management’s Annual Report on
Internal Control Over Financial Reporting. Our management 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 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 chief
financial officer concluded, as of the Evaluation Date, that our disclosure
controls and procedures are effective such that the information relating to us
required to be disclosed in our SEC reports (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, and (ii) is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.




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 management concluded
that, as of September 30, 2008, our internal control over financial reporting
was effective based on those criteria.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 SEC that permit us to provide only
management’s report in this annual report.





(b) Changes in Internal Control over
Financial Reporting. There were no changes in our internal control over
financial reporting that occurred during the last fiscal quarter of the period
covered by this report that have materially affected or are reasonably likely to
materially affect our internal control over financial reporting.





23





ITEM
8B.  OTHER INFORMATION





Not
applicable.




PART
III




ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS,


PROMOTERS,
CONTROL PERSONS AND CORPORATE


GOVERNANCE;
COMPLIANCE WITH SECTION 16(A) OF


THE
EXCHANGE ACT




Executive
Officers and Directors




The
following table sets forth certain information, as of December 26, 2008, 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.  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, Treasurer, Secretary,
                              Director
                            
                            29
                            
                            September
      9,
2008





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




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.
From February 2007 to May 2007, Mr. Morgon served as a stockbroker and financial
adviser with Edward Jones, London, England. 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 began employment with Charden Capital Markets LLC, New York,
New York, as part of the Eastern Europe Eurasia Business Development Team as of
November 1, 2008. 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. Mr. Morgon received a Bachelor of Science
degree from City University Business School, London, England, in
2001.





24





Board
of Directors





None of
our directors receives any remuneration for acting as such.  Directors
may however be reimbursed their expenses, if any, for attendance at meetings of
the Board.  Our Board 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
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.




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 stockholders
are not subject to the beneficial ownership reporting requirements of Section
16(a) of the Exchange Act.




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 c/o Deerfield Resources,
Ltd. at 50 Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey
07302.




ITEM
10.  EXECUTIVE COMPENSATION




The
following table sets forth information concerning the total compensation paid or
accrued by us during the three fiscal years ended September 30, 2008, 2007, and
2006 to (i) all individuals that served as our chief executive officer or
acted in a similar capacity for us at any time during the fiscal years ended
September 30, 2008, 2007, and 2006 and (ii) all individuals that served as
executive officers of ours at any time during the fiscal years ended September
30, 2008, 2007, and 2006 that received annual compensation during the fiscal
years ended September 30, 2008, 2007, and 2006 in excess of
$100,000.





25





Summary
Compensation Table




Name and
                            Principal Position
                          
                          Year
                          
                          Salary
                            ($)
                          
                          
                          Bonus
                            ($)
                          
                          
                          Stock
                            Awards
                            ($)
                          
                          
                          Option
                            Awards
                            ($)
                          
                          
                          Non-Equity
                            Incentive
                            Plan
                            Compen-
                            sation ($)
                          
                          
                          Change
                            In
                            Pension
                            Value
                            and Non-
                            Qualified
                            Deferred
                            Compen-
                            Sation
                            Earnings
                            ($)
                          
                          
                          All Other
                            Compensation
                            ($)
                          
                          
                          Total ($)(a)
                          
                          (b)
                          
                          (c)
                          
                          
                          (d)
                          
                          
                          (e)
                          
                          
                          (f)
                          
                          
                          (g)
                          
                          
                          (h)
                          
                          
                          (i)
                          
                          
                          (j)James W. Morgon,
                            Chief
      Executive
                            Officer
      (1)
                          
                          2008
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Paul
      McDonald,
                          
                          2008
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Chief
      Executive
                          
                          2007
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Officer
      (2)
                          
                          2006
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0





(1)
            Mr.
      Morgon was appointed our Chief Executive Officer on September 9,
      2008.


(2)
            Mr.
      McDonald resigned as our Chief Executive Officer on September 9,
      2008.





We have
not issued any stock options or maintained any stock option or other incentive
plans since our inception.  We have no plans in place and have never
maintained any plans that provide for the payment of retirement benefits or
benefits that will be paid primarily following retirement including, but not
limited to, tax qualified deferred benefit plans, supplemental executive
retirement plans, tax-qualified deferred contribution plans and nonqualified
deferred contribution plans.  Similarly, we have no contracts,
agreements, plans or arrangements, whether written or unwritten, that provide
for payments to the named executive officers or any other persons following, or
in connection with the resignation, retirement or other termination of a named
executive officer, or a change in control of us or a change in a named executive
officer’s responsibilities following a change in control.





Compensation
of Directors




During
the fiscal years ended September 30, 2008, 2007, and 2006, 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.




Indemnification





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





26





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




ITEM
11.  SECURITY OWNERSHIP OF CERTAIN


BENEFICIAL
OWNERS AND MANAGEMENT




The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of December 26, 2008 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
                                                                        50
      Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey
      07302
                                                                      
                                                                      Common
      Stock
                                                                      
                                                                      - 0
      -
                                                                        shares
                                                                      
                                                                      
                                                                      0.00
                                                                      %All
      executive officers and sole director as a group (1)
                                                                      
                                                                      Common
      Stock
                                                                      
                                                                      - 0
      -
                                                                        shares
                                                                      
                                                                      
                                                                      0.00
                                                                      %United
      Fertilisers (UK) Ltd.
                                                                        50
      Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey
      07302
                                                                      
                                                                      Common
      Stock
                                                                      
                                                                      600,000
      (2)
                                                                        shares
                                                                      
                                                                      
                                                                      64.79
                                                                      %
      (2)




27







(1)
            Based
      upon 926,000 shares of our Common Stock issued and outstanding as at
      December 26, 2008.




(2)
            Following
      the 5:1 Reverse Split effective December 24, 2008 and the planned issuance
      to UFL of 31,674,000 shares of our Common Stock, UFL will own 32,274,000
      shares of the Common Stock, or 99%.




Changes
in Control




Not
Applicable.




Securities
Authorized for Issuance Under Equity Compensation Plans




We do not
presently maintain any equity compensation plans and have not maintained any
such plans since our inception.




ITEM
12.  CERTAIN RELATIONSHIPS


AND
RELATED TRANSACTIONS, AND


DIRECTOR
INDEPENDENCE




Certain
Relationships and Related Transactions





On
September 9, 2008, the Company entered into a consulting agreement with its
former officer and director, Paul McDonald, who rendered management advisory
services to the Company during the period of September 9, 2008 through November
1, 2008.  Total fees for the contract term were $22,176, of which
$8,627 was payable to Mr. McDonald at September 30, 2008.




In
consideration of a November 3, 2008 loan from UFL in the amount of $35,000, we
issued the Note dated November 3, 2008 to UFL. The Note has a one year term and
pays interest at the rate of 9% per annum, compounded annually.





On or
about January 5, 2009, we intend to issue 31,674,000 (post Reverse Split) fully
paid and non-assessable shares of our Common Stock to UFL, our majority
stockholder, for services rendered to us during the quarter ended December 31,
2008.





Director
Independence





We are
not 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 have our Board comprised of a majority of “Independent
Directors.”





28




ITEM
13.  EXHIBITS




Exhibits




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




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)10.1
            
            10
            
            Mineral
      Claim Purchase Agreement by and between the Registrant and ASK Prospecting
      and Guiding Inc. (“ASK”) dated October 10, 200610.2
            
            *
            
            Mineral
      Claim Purchase Agreement amendment by and between the Registrant and ASK
      Prospecting and Guiding Inc. dated November 5, 200814
            
            14
            
            Code
      of Ethics (3)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 200232.1/32.2
            
            *
            
            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.





29





(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 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.




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, 2008 and 2007 are set forth in the
table below:





Fee Category
                  
                  Fiscal year ended September 30,2008
                  
                  
                  Fiscal year ended September 30,2007Audit
      fees (1)
                  
                  $
                  8,900
                  
                  
                  $
                  6,175Audit-related
      fees (2)
                  
                  
                  0
                  
                  
                  
                  0Tax
      fees (3)
                  
                  
                  275
                  
                  
                  
                  275All
      other fees (4)
                  
                  
                  0
                  
                  
                  
                  0Total
      fees
                  
                  $
                  9,175
                  
                  
                  $
                  6,450





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





(2)
            Audit-related
      fees consist 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 consist of fees billed for professional services relating to tax
      compliance, tax planning, and tax
advice.





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





30





Audit Committee’s
Pre-Approval Practice.





Insomuch
as we do not have an audit committee, our Board performs the functions of an
audit committee.  Section 10A(i) of the Exchange Act 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 the
Board of Directors (in lieu of the audit committee) or unless the services meet
certain de minimis standards.





31





SIGNATURES




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




Date:  December
      27, 2008
                DEERFIELD
      RESOURCES, LTD.By:
                /s/ James W. MorgonJames
      W. MorgonPresident
      and Chief Executive
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
            
            President,
      Treasurer, Chief
            
            December
      27, 2008James
      W. Morgon
            
            Executive  Officer,
      Chief
              Financial
      and Accounting OfficerBoard
      of Directors/s/ James W. Morgon
            
            Director
            
            December
      27, 2008James
      W. Morgon





32