**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT
                OF 1934





**For
      the quarterly period ended March 31, 2007**





OR





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





For
      the
      transition period from __________ to __________





COMMISSION
      FILE NUMBER: 333-120506





**DEEP
      FIELD TECHNOLOGIES, INC.**


(Exact
      name of registrant as specified in its charter)





**New
                Jersey**
            **20-1862733**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)**1428
                S. Brandywine Circle****Fort
                Myers, Florida 33919**(Address
                of principal executive offices)**(239)
                482-4700**(Registrant’s
                Telephone Number, Including Area
                Code)





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




Securities
      registered under Section 12(g) of the Exchange Act: Class A Common Stock, no
      par
      value per share.




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. YES x NO
o




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




Number
      of
      shares of Class A Common Stock, no par value, outstanding as of June 8, 2007:
      113,595,619. Number of shares of Class B Common Stock, par value $0.01 per
      share, outstanding as of June 8, 2007: 2,000,000. The aggregate market value
      of
      the voting stock held by non-affiliates as of June 8, , 2007 based upon the
      average bid and asked prices on that date was $10,223,606.




Transitional
      Small Business Disclosure Format (check one) YES o NO x





**TABLE
      OF CONTENTS**




**Page**PART
                I.FINANCIAL
                INFORMATION
            1ITEM
                1.
            FINANCIAL
                STATEMENTS (UNAUDITED)
            1ITEM
                2.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
                OPERATION
            20ITEM
                3.
            CONTROLS
                AND PROCEDURES
            37PART
                IIOTHER
                INFORMATION
            II-1ITEM
                1.
            LEGAL
                PROCEEDINGS
            II-1ITEM
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            II-1ITEM
                3.
            DEFAULTS
                UPON SENIOR SECURITIES
            II-2ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITYHOLDERS.
            II-2ITEM
                5.
            OTHER
                INFORMATION
            II-2ITEM
                6.
            EXHIBITS
            II-2







**PART
      I.**




**FINANCIAL
      INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS (UNAUDITED)**




**CONDENSED
                CONSOLIDATED FINANCIAL STATEMENTS**
            
            **PAGE(S)**Condensed
                Consolidated Balance Sheet as of March 31, 2007
                (Unaudited)
            
            
            2Condensed
                Consolidated Statements of Operations and Comprehensive Loss for
                the three
                (3) months ended March 31, 2007 and 2006 (Unaudited)
            
            
            3Condensed
                Consolidated Statements of Stockholders’ Equity (Deficit) for the year
                ended December 31, 2006 and the three (3) months ended March 31,
                2007
                (Unaudited)
            
            
            4Condensed
                Consolidated Statements of Cash Flows for the three (3) months ended
                March
                31, 2007 and 2006 (Unaudited)
            
            
            5Notes
                to Financial Statements (Unaudited)
            
            
            6-19




1


**Deep
      Field Technologies, Inc.**


**Condensed
      Consolidated Balance Sheet (Unaudited)**


**As
      of March 31, 2007**





**Assets****Current
                assets:**Cash
            
            $
            35,224Accounts
                receivable, including unbilled amount of $241,027net
                of allowance for doubtful accounts of $48,050
            
            
            236,620Inventories,
                net of reserve for obsolescence of $192,625
            
            
            881,318Prepaid
                expenses
            
            
            488,557Due
                from stockholder
            
            
            278,257Other
                current assets
            
            
            50,608Total
                current assets
            
            
            1,970,584Property,
                equipment and improvements, net ofaccumulated
                depreciation and amortization
            
            
            1,591,618Deposits
            
            
            913,722$
            4,475,924**Liabilities
                and Stockholders' Deficit**Current
                liabilities:Accounts
                payable
            
            $
            2,651,026Accrued
                expenses
            
            
            1,570,604Loans
                payable to employees
            
            
            314,048Loans
                payable to stockholders
            
            
            925,976Convertible
                debentures payable, net of discount
            
            
            4,547,587Derivative
                financial instruments - embedded conversion feature
            
            
            1,888,169Derivative
                financial instruments - warrant liability
            
            
            2,281,750Income
                tax payable
            
            
            420,013Other
                current liabilities
            
            
            184,127Total
                current liabilities
            
            
            14,783,300**Stockholders'
                Deficit:**Preferred
                stock, $1.00 par value; 1,000,000 shares authorizednone
                issued and outstanding
            
            
            -Common
                stock, Class A, no par value,10,000,000,000
                shares authorized, 113,595,619 sharesissued
                and outstanding
            
            
            -Common
                stock, Class B, $0.01 par value50,000,000
                shares authorized, 2,000,000 sharesissued
                and outstanding
            
            
            20,000Common
                stock, Class C, $0.01 par value,20,000,000
                shares authorized, none issued and outstanding
            
            
            -Accumulated
                foreign currency translation adjustments
            
            
            (36,866
            )Accumulated
                deficit
            
            
            (10,290,510
            )Total
                stockholders' deficit
            
            
            (10,307,376
            )$
            4,475,924





**The
      accompanying notes form an integral part of these financial
      statements**


2


**Deep
      Field Technologies, Inc**


**Condensed
      Consolidated Statements of Operations and Comprehensive Loss
      (Unaudited)**





**Three
                (3)**
              **Months**
            
            **Three
                (3) Months****Ended**
            
            **Ended****March
                31,**
            
            **March
                31,****2007**
            
            **2006**Net
                revenues
            
            $
            595,270
            
            $
            421,325Cost
                of revenues
            
            
            714,045
            
            
            520,649Gross
                loss
            
            
            (118,775
            )
            
            (99,324
            )Operating
                expenses:Selling
            
            
            276,095
            
            
            318,248General
                and administrative
            
            
            695,803
            
            
            389,677Loss
                from operations
            
            
            (1,090,673
            )
            
            (807,249
            )Other
                income (expenses):Interest
                income
            
            
            -
            
            
            251Interest
                expense
            
            
            (118,856
            )
            
            -Loss
                on disposal of fixed assets
            
            
            (45,742
            )
            
            -Change
                in fair value of derivative financial instruments
            
            
            8,712,524
            
            
            -Loss
                on extinguishment of debt
            
            
            (12,354,544
            )
            
            -Miscellaneous
            
            
            5,973
            
            
            (8,792
            )Loss
                before provision for income taxes
            
            
            (4,891,318
            )
            
            (815,790
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            
            (4,891,318
            )
            
            (815,790
            )Other
                comprehensive (loss) income - foreign currencytranslation
                adjustments
            
            
            (16,226
            )
            
            2,702Comprehensive
                loss
            
            $
            (4,907,544
            )
            $
            (813,088
            )Loss
                per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.00
            )Weighted
                average number of shares outstanding -basic
                and diluted
            
            
            348,677,671
            
            
            333,081,635




**The
      accompanying notes form an integral part of these financial
      statements**


3


**Deep
      Field Technologies, Inc.**


**Condensed
      Consolidated Statements of Stockholders Equity (Deficit)**


**For
      the Year Ended December 31, 2006 and the Three (3) Months Ended March 31, 2007
      (Unaudited)**





Preferred
                Stock
            
            Common
                Stock A
            
            Common
                Stock B
            
            Common
                Stock C
            
            Additional
                  Paid in
            
            Accumulated
                  Foreign Currency Translation
            
            Accumulated
            
            Total
                  Shareholders' EquityShares
            
            Amount
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Adjustments
            
            Deficit
            
            (Deficit)Balance
                at January 1, 2006, restated
            
            
            -
            
            
            -
            
            
            77,772,719
            
            
            501,665
            
            
            1,872,200
            
            
            18,722
            
            
            -
            
            
            -
            
            
            1,593,877
            
            
            2,834
            
            
            (810,463
            )
            
            1,306,635Capital
                contribution
            
            
            -
            
            
            -
            
            
            5,308,916
            
            
            3,004
            
            
            127,800
            
            
            1,278
            
            
            -
            
            
            -
            
            
            140,160
            
            
            -
            
            
            -
            
            
            144,442Foreign
                currency translation adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (23,474
            )
            
            -
            
            
            (23,474
            )Net
                loss for the year endedDecember
                31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (3,295,729
            )
            
            (3,295,729
            )Balance
                at December 31, 2006
            
            
            -
            
            
            -
            
            
            83,081,635
            
            
            504,669
            
            
            2,000,000
            
            
            20,000
            
            
            -
            
            
            -
            
            
            1,734,037
            
            
            (20,640
            )
            
            (4,106,192
            )
            
            (1,868,126
            )Reverse
                merger of Beijing Sino - USJinche
                Yingang TechnologicalServices
                Limited (unaudited)
            
            
            -
            
            
            -
            
            
            30,513,984
            
            
            (504,669
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,734,037
            )
            
            -
            
            
            (1,293,000
            )
            
            (3,531,706
            )Foreign
                currency translationadjustments
                (unaudited)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (16,226
            )
            
            -
            
            
            (16,226
            )Net
                loss for the three months endedMarch
                31, 2007 (unaudited)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,891,318
            )
            
            (4,891,318
            )Balance
                at March 31, 2007 (unaudited)
            
            
            -
            
            
            -
            
            
            113,595,619
            
            
            -
            
            
            2,000,000
            
            
            20,000
            
            
            -
            
            
            -
            
            
            -
            
            
            (36,866
            )
            
            (10,290,510
            )
            
            (10,307,376
            )





**The
      accompanying notes form an integral part of these financial
      statements**


4


**Deep
      Field Technologies, Inc.**


**Condensed
      Consolidated Statements of Cash Flows**


**Increase
      (Decrease) in Cash**





**Three
                Months Ended**
            
            **Three
                Months Ended****March
                31,**
            
            **March
                31,****2007**
            
            **2006**Cash
                flows used for operating activities:Net
                loss
            
            $
            (4,891,318
            )
            $
            (815,790
            )Adjustments
                to reconcile net loss to netcash
                used for operating activities:Depreciation
                and amortization
            
            
            49,519
            
            
            41,150Loss
                on disposal of fixed assets
            
            
            45,742
            
            
            -Change
                in fair value of derivative financial instruments
            
            
            (8,712,524
            )
            
            92,524Loss
                on extinguishment of debt
            
            
            12,354,544
            
            
            -Interest
                expenses - Amortization of discount
            
            
            72,926
            
            
            -Amortization
                of financing cost
            
            
            422
            
            
            -Changes
                in assets and liabilities:Accounts
                receivable
            
            
            (46,132
            )
            
            206,803Inventories
            
            
            22,967
            
            
            (203,416
            )Prepaid
                expenses
            
            
            174,561
            
            
            58,164Other
                current assets
            
            
            (4,697
            )
            
            (7,813
            )Deposits
            
            
            22,071
            
            
            4,968Accounts
                payable
            
            
            (11,020
            )
            
            329,629Accrued
                expenses
            
            
            73,544
            
            
            32,993Income
                tax payable
            
            
            -
            
            
            (2,438
            )Other
                current liabilities
            
            
            9,644
            
            
            88,025Total
                adjustments
            
            
            4,051,567
            
            
            640,589Net
                cash used for operating activities
            
            
            (839,751
            )
            
            (175,201
            )Cash
                flows used for investing activities -Purchases
                of property, equipment and improvements
            
            
            -
            
            
            (141,419
            )Cash
                advances to stockholder
            
            
            (278,257
            )
            
            -Net
                cash used for investing activities
            
            
            (278,257
            )
            
            (141,419
            )Cash
                flows provided by financing activities -Cash
                proceeds from capital contributions
            
            
            -
            
            
            130,695Proceeds
                from loans payable to employees
            
            
            134,634
            
            
            119,565Proceeds
                from loans payable to stockholders
            
            
            301,696
            
            
            45,963Repayments
                to loans payable to stockholders
            
            
            (9,307
            )
            
            -Proceeds
                from issuance of convertible debt
            
            
            702,500
            
            
            -Net
                cash provided by financing activities
            
            
            1,129,523
            
            
            296,223Effect
                of exchange rate changes on cash
            
            
            212
            
            
            (817
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            11,727
            
            
            (21,214
            )Cash,
                beginning of the period
            
            
            23,497
            
            
            142,782Cash,
                end of the period
            
            $
            35,224
            
            $
            121,568Supplemental
                disclosure of cash flow information:Income
                tax paid
            
            $
            -
            
            $
            2,461Interest
                paid
            
            $
            29,590
            
            $
            -Supplemental
                disclosure of non-cash financing activities:Conversion
                of outstanding balances of promissory notesand
                interest payable to convertible debentures
            
            $
            3,667,638
            
            $
            -




**The
      accompanying notes form an integral part of these financial
      statements**


5


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**




**NOTE
      1**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**




**Basis
      of Presentation, Organization and Nature of Business Operations**




**Basis
      of Presentation**




The
      condensed consolidated financial statements include the financial statements
      of
      Deep Field Technologies Inc. and its 95% owned subsidiary (“Deep Field” or the
“Company”). The accompanying unaudited condensed consolidated financial
      statements have been prepared by referring to the instructions to Form 10QSB
      and
      do not include all of the information and footnotes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. These condensed consolidated financial statements and
      related notes should be read in conjunction with the audited financial
      statements of Deep Field and Beijing Sino - US Jinche Yingang Auto Technological
      Services, Ltd. Included in the Company’s Form 10KSB for the fiscal year ended
      December 31, 2006. In the opinion of the management, these condensed
      consolidated financial statements reflect all adjustments which are of a normal
      recurring nature and which are necessary for their presentation in conformity
      with the accounting principles generally accepted in the United States of
      America.. Interim results are not necessarily indicative of the results which
      may be expected for the entire fiscal year. All significant inter-company
      accounts and transactions have been eliminated in preparation of the condensed
      consolidated financial statements.




**Organization**




On
      February 13, 2007 (“Transaction Date”), Deep Field completed its acquisition of
      Beijing Sino-US Beijing Jinche Yingang Auto Technological Services, Ltd.
      (“AutoMart”), a cooperative joint venture organized under the laws of The
      People’s Republic of China (“PRC”). Deep Field, AutoMart and those certain joint
      venture participants named therein (the “JV Participants”) executed that certain
      Amended and Restated Securities Exchange Agreement on January 25, 2007 (the
      “Exchange Agreement”) pursuant to which the JV Participants agreed to transfer
      to Deep Field, and Deep Field agreed to acquire from the JV Participants,
      ninety-five percent (95%) of the outstanding equity interests of AutoMart and
      all voting and economic rights, benefits and obligations (other than the right
      to receive distributions in connection with; a liquidation, sale or other
      transfer, in whole, of AutoMart) of the remaining five percent (5%) interest
      in
      exchange for (a) Eighty-Three Million Eighty-One Thousand Six Hundred
      Thirty-Five (83,081,635) shares of the Company’s Class A common stock, no par
      value per share (the “Common Stock”), (b) Two Million (2,000,000) shares of the
      Company’s Class B common stock, par value $0.01 per share (the “Class B Common”)
      and (c) the assumption by the Company of all obligations of Mayflower Auto
      Group
      LLC (“Mayflower”) with respect to the issuance by Cornell Capital Partners, LP
      (“Cornell Capital”) to Mayflower of certain promissory notes equal to Three
      Million Three Hundred Fifty Thousand Dollars ($3,350,000) (the “Mayflower
      Notes”). As a result of the consummation of the Exchange Agreement, and pending
      the satisfaction of certain notice requirements under applicable New Jersey
      corporate law (the “Notice”), the former holders of AutoMart capital stock (the
      JV Participants) shall beneficially own over ninety percent (90%) of the total
      outstanding voting securities of the Company. Such Notice was mailed to
      Company’s stockholders on February 8, 2007 and the securities were exchanged on
      February 28, 2007. For accounting purposes, the transaction is classified as
      a
      reverse merger, which AutoMart is considered the acquirer (hereinafter referred
      to as the “Merger”).




**Asset
      Purchase Agreement**




In
      connection with the transactions consummated by the Exchange Agreement, Deep
      Field entered into an asset purchase agreement (the “APA”) with iVoice, Inc.
      (“iVoice”) on the Transaction Date pursuant to which Deep Field assigned,
      transferred and delivered to iVoice on an “as is, where is” basis, and iVoice
      purchased from Deep Field on an “as is, where is” basis, all of the Assets (as
      such term is defined in the APA) relating to Deep Field’s Unified Messaging
      business, free and clear of all encumbrances and liens, in exchange for the
      payment by iVoice to Deep Field of One Dollar ($1.00).




6




**Assignment
      Agreement**




On
      the
      Transaction Date, Deep Field assumed all obligations of Mayflower with respect
      to the issuance by Cornell Capital to Mayflower of the Mayflower Notes equal
      to
      Three Million Three Hundred Fifty Thousand Dollars ($3,350,000). Pursuant to
      that certain Assignment Agreement, by and among Deep Field, Mayflower and
      Cornell Capital (the “Assignment Agreement”), upon the assumption by Deep Field
      of the Mayflower Notes, 23,800,000 shares of Common Stock and 600,000 shares
      of
      Class B Common were pledged, as well as all of Registrant’s assets, to secure
      the Mayflower Notes. Furthermore, Deep Field issued to Cornell Capital (a)
      a
      warrant to purchase 25,000,000 shares of Common Stock at an exercise price
      of
      $0.10 per share for a period of five (5) years, (b) a warrant to purchase
      10,000,000 shares of Common Stock at an exercise price of $0.15 per share for
      a
      period of five (5) years, (c) a warrant to purchase 7,500,000 shares of Common
      Stock at an exercise price of $0.20 per share for a period of five (5) years,
      (d) a warrant to purchase 6,000,000 shares of Common Stock at an exercise price
      of $0.25 per share for a period of five (5) years and (e) a warrant to purchase
      5,833,333 shares of Common Stock at an exercise price of $0.30 per share for
      a
      period of five (5) years. These warrants were classified as warrant liabilities
      as of March 31, 2007. See Note (5) for further discussions.




**Reverse
      Merger**




Subsequent
      to this transaction, AutoMart became the 95% owned subsidiary of Deep Field
      and
      the JV Participants of AutoMart became the stockholders of Deep Field . For
      financial reporting purposes, the transaction is classified as a
      recapitalization of AutoMart and the historical financial statements of AutoMart
      are reported as Deep Field’s historical financial statements. All the
      transactions took place on February 13, 2007 and shares issued to former
      management and its related entities were considered part of the reverse merger
      transaction. No services were performed or expected to be performed in relations
      with the consulting agreements entered with the former management and major
      stockholders prior to the merger. The shares issued in such consulting
      agreements were in connections with the completion of the reverse merger. All
      the warrants issued per the Assignment Agreement were in connections with the
      convertible debentures executed on March 1, 2007, the date after the closing
      of
      the merger, and therefore was not considered part of the merger transaction.




**Consulting
      Agreements**




In
      connection with the transactions contemplated by the Exchange Agreement, Deep
      Field entered into Consulting Agreements, each dated as of the Transaction
      Date,
      with each of: (a) Mr. Mark Meller, pursuant to which Mr. Meller shall provide
      general corporate finance, advisory and other similar consulting services to
      Deep Field for a term of six (6) months in exchange for the payment by Deep
      Field to Mr. Meller of One Million (1,000,000) shares of Common Stock, which
      Common Stock shall be issued to Mr. Meller on the Effective Date (as defined
      therein), and shall be deemed fully earned and not redeemable by Deep Field,
      including upon any termination of the Consulting Agreement, after such issuance;
      (b) Mr. Jerome Mahoney, pursuant to which Mr. Mahoney shall provide general
      corporate finance, advisory and other similar consulting services to Deep Field
      for a term of six (6) months in exchange for the payment by Deep Field to Mr.
      Mahoney of One Million (1,000,000) shares of Common Stock, which Common Stock
      shall be issued to Mr. Mahoney on the Effective Date (as defined therein) and
      shall be deemed fully earned and not redeemable by Deep Field, including upon
      any termination of the Consulting Agreement, after such issuance; (c) iVoice,
      pursuant to which iVoice shall provide general corporate finance, advisory
      and
      other similar consulting services to Deep Field for a term of six (6) months
      in
      exchange for the payment by Deep Field to iVoice of Four Million (4,000,000)
      shares of Common Stock, which Common Stock shall be issued to iVoice on the
      Transaction Date and shall be deemed fully earned and not redeemable by Deep
      Field, including upon any termination of the Consulting Agreement, after such
      issuance; (d) MM2 Group, Inc. (“MM2”), pursuant to which MM2 shall provide
      general corporate finance, advisory and other similar consulting services to
      Deep Field for a term of six (6) months in exchange for the payment by Deep
      Field to iVoice of Four Million (4,000,000) shares of Common Stock, which Common
      Stock shall be issued to MM2 on the Transaction Date and shall be deemed fully
      earned and not redeemable by Deep Field, including upon any termination of
      the
      Consulting Agreement, after such issuance.




7




**Termination
      & Settlement Agreements**




In
      connection with the transactions contemplated by the Exchange Agreement, Deep
      Field entered into Termination & Settlement Agreements with each of (a) Mr.
      Meller, pursuant to which (i) Mr. Meller resigned from his positions as
      President, Chief Executive Officer, Chief Financial Officer and as a member
      of
      the Board of Directors of Deep Field, (ii) Deep Field and Mr. Meller agreed
      to
      settle all obligations owing by Deep Field to Mr. Meller, including, without
      limitation, all obligations under Mr. Meller’s October 1, 2004 Employment
      Agreement, in exchange for the issuance by Deep Field to Mr. Meller of the
      One
      Million (1,000,000) shares of Common Stock issued pursuant to Mr. Meller’s
      Consulting Agreement as described herein above and (iii) Deep Field and Mr.
      Meller terminated Mr. Meller’s October 1, 2004 Employment Agreement and (b) Mr.
      Mahoney, pursuant to which (x) Mr. Mahoney resigned from his position as
      Chairman of the Board of Directors of Deep Field, (y) Deep Field and Mr. Mahoney
      agreed to settle all obligations owing by Deep Field to Mr. Mahoney, including,
      without limitation, all obligations under Mr. Mahoney’s August 3, 2004
      Employment Agreement, in exchange for the issuance by Deep Field to Mr. Mahoney
      of the One Million (1,000,000) shares of Common Stock issued pursuant to Mr.
      Mahoney’s Consulting Agreement as described herein above and (z) Deep Field and
      Mr. Mahoney terminated Mr. Mahoney’s August 3, 2004 Employment
      Agreement.




The
      shares issued in relations with the Consulting Agreements and Termination &
Settlement Agreements were considered part of the reverse merger transaction
      and
      part of the recapitalization.




**Nature
      of Business**




The
      Company operates automotive repair centers in locations throughout Beijing,
      China. Operating activities at these centers include the painting and repair
      of
      automobiles, sales of automotive parts, accessories and supplies, and the sales
      of automobile insurance. The Company grants credit to its customers, which
      are
      located throughout China, and the Company does not generally require collateral.




**Going
      Concern**




The
      accompanying condensed consolidated financial statements have been prepared
      in
      conformity with accounting principles generally accepted in the United States
      of
      America, which contemplates continuation of the Company as a going concern.
      The
      Company had a net loss of $4,891,318 and $815,790 and a negative cash flow
      from
      operations of $839,751 and $175,201 for the three months ended March 31, 2007
      and 2006, respectively, and an accumulated deficit of $10,290,510 and working
      capital deficit of $12,812,716 as of March 31, 2007. The Company has been
      relying on loans borrowed from employees and stockholders and debt financing
      to
      meet its cash requirements. This raises substantial doubt about the Company's
      ability to continue as a going concern. Therefore, recoverability of a major
      portion of the recorded asset amounts shown in the accompanying condensed
      consolidated balance sheet is dependent upon continued operations of the
      Company, which in turn, is dependent upon the Company's ability to raise capital
      and/or generate positive cash flow from operations.




It
      is
      management’s intention to seek additional working capital from the registration
      of its common shares and distribution through private placements during the
      remaining of 2007. The amount of such offerings will be determined by the
      expected amount of internally generated cash flows, and is expected to be
      sufficient to meet the Company’s working capital requirements for the next
      twelve months.




The
      accompanying condensed consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of recorded
      assets, or the amounts and classification of liabilities that might be necessary
      in the event the Company cannot continue in existence.




**Revenue
      Recognition**




Revenues
      are recognized upon the following conditions of sales, as established by the
      Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104,
      are satisfied:




·
            Persuasive
                evidence of an arrangement exists;




8




·
            Delivery
                has occurred, upon delivery when title passes, or services have been
                rendered;




·
            The
                seller’s price to the buyer is fixed or determinable;
                and




·
            Collectibility
                is reasonably assured.




Revenues
      on automobile repair services for non-insurance claims are recognized upon
      the
      completion of the repair services.




Revenues
      on automobile repair services for insurance claims are recognized upon the
      cash
      collections for the claims.




The
      Company provides extended payment terms on repair services for insurance claims.
      The prices on these repair services are considered fixed or determinable if
      the
      Company has a standard business practice of providing extended payment terms
      and
      have a history of successfully collecting under the original payment terms
      without making concessions. If repair prices are not considered fixed or
      determinable on the transaction dates, revenues for the repair services should
      not be recognized until the repair prices become fixed and determinable which
      is
      when the Company collects from the insurance companies. Due to its limited
      operating history, the Company was unable to demonstrate successful full
      collections of its repair services for insurance claims.




In
      accordance with to SAB 104, the repair price is not considered fixed and
      determinable if extended payment terms are granted and the Company cannot
      reasonably estimate the adjustment or concession amounts on the dates of the
      transactions. The Company recorded the repair revenues for insurance claims
      on
      the dates of the cash collections during the three months ended March 31, 2007
      and 2006.




Sales
      of
      auto repair parts and accessories revenues are recognized upon the delivery
      of
      the products to the customers.




Commission
      revenues on automobile insurances are recognized when the insurance policies
      are
      executed and become effective. The Company has contracts with the insurance
      companies to specify the fixed commission rates. The Company bears the risk
      of
      the loss of the commission income if the customers cancel the insurance policies
      prior to commission income being received. Based on the historical information
      since the inception of its operations, the Company has not experienced any
      material cancellations of policies from its customers or loss of commission
      income.




Under
      SAB
      104, question 2 and related answers, the Company has met all the criteria to
      earn its commissions upon the executions of insurance policies and such policies
      being accepted by the insurance companies. Accordingly, the Company did not
      record any allowance for loss of commission.




**Cost
      of Revenues**




Cost
      of
      revenues includes repair parts and tools, direct labor and overhead cost for
      the
      repair serviced performed during the three months ended March 31, 2007 and
      2006.
      The Company did not capitalize any repair costs related to the repair services
      completed, but not yet collected at March 31, 2007 as the related repair
      revenues were not assured and realization of such repair prices are uncertain,.
      Accordingly the realization of such repair costs is uncertain and therefore
      should not be capitalized.




**Currency
      Reporting**




Amounts
      reported in the accompanying condensed consolidated financial statements and
      disclosures are stated in U.S. Dollars, unless stated otherwise. The functional
      currency of the Company is reported in U.S. dollars while the Company’s 95%
      owned subsidiary, which accounted for most of the Company’s operations, is
      reported in Renminbi (“RMB”). Foreign currency transactions during the three
      months ended March 31, 2007, and 2006 are translated into RMB according to
      the
      prevailing exchange rate at the transaction dates.




9




For
      the
      purpose of preparing the condensed consolidated financial statements, the assets
      and liabilities of the Company’s foreign subsidiary have been translated into
      U.S. dollars at the current rate as of March 31, 2007 and the condensed
      consolidated statements of operations have been translated into U.S. dollars
      at
      the weighted average rates during the periods the transactions were recognized.




The
      resulting translation gain (loss) adjustments are recorded as other
      comprehensive income (loss) in the condensed consolidated statements of
      operations and comprehensive loss and as a separate component of condensed
      consolidated statements of stockholders’ equity (deficit). Where the U.S. dollar
      is used as the functional currency, foreign currency gains and losses are
      reflected in income.




**Basic
      and Diluted Loss Per Share**




In
      accordance with SFAS No. 128, “ *Earnings
      Per Share,”* the
      basic loss per common share is computed by dividing net loss available to common
      stockholders by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed similarly to basic loss per common
      share, except that the denominator is increased to include the number of
      additional common shares that would have been outstanding if the potential
      common shares had been issued and if the additional common shares were dilutive.
      The computation of diluted earnings (loss) per share (“EPS”) should not assume
      conversion, exercise, or contingent issuance of securities that would have
      an
      anti-dilutive effect on earnings per share resulting from the Company’s net loss
      position.




Number
      of
      common stock equivalents is summarized as of March 31, 2007 and 2006:




2007
            
            2006Convertible
                debentures
            
            
            90,742,071
            
            
            -Warrants
            
            
            54,418,333
            
            
            -145,160,404
            
            
            -





The
      computation of diluted loss per share did not assume any conversion, or exercise
      of these common stock equivalents as they will have an anti-dilutive effect
      on
      the loss per share.




The
      weighted average number of common shares includes both the Common Stock Class
      A
      and Common Stock Class B shares in the computation. A holder of Class B Common
      has the right to convert each share of Class B Common into the number of shares
      of Common Stock determined by dividing the number of shares of Class B Common
      being converted by a twenty percent (20%) discount of the lowest price that
      Deep
      Field had ever issued its Common Stock.




The
      weighted average common shares used in the computation of the basic and diluted
      EPS for the three months ended March 31, 2007 and 2006, respectively, are as
      follow:




2007
            
            2006Basic
                and diluted EPS
            
            
            348,677,671
            
            
            333,081,635





**Derivative
      Financial Instruments**




The
      company utilizes convertible debentures financing indexed to the Company’s own
      stock. The embedded conversion features utilized in these instruments require
      periodic measurement of the fair value of the derivative components. Pursuant
      to
      SFAS 133 and EITF 00-19, the Company updates the fair value of these derivative
      components at each reporting period through a charge to income.




10




**New
      Accounting Pronouncements**




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities”. The objective of this statement 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 by the board to expand the use of fair
      value measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. This statement is effective
      for fiscal years beginning after November 15, 2007. The Company is currently
      evaluating the impact of adopting this statement; however, the Company does
      not
      expect the adoption of this provision to have a material effect on its financial
      position, results of operations or cash flows.




**NOTE
      2**  **PROPERTY,
      EQUIPMENT, AND IMPROVEMENTS**




A
      summary
      as of March 31, 2007 is as follows:




Office
                equipment
            
            $
            239,622Repair
                equipment
            
            
            236,804Leasehold
                improvements
            
            
            1,421,6931,898,119Less
                accumulated depreciation and amortization
            
            
            (306,501
            )$
            1,591,618




Depreciation
      and amortization expense for property, equipment, and improvements amounted
      to
      $49,519 and $41,150, for the three months ended March 31, 2007 and 2006,
      respectively.




**NOTE
      3**  **ACCRUED
      EXPENSES**




Accrued
      expenses as of March 31, 2007 consist of the following:




Accrued
                payroll
            
            $
            184,328Value
                added tax payable
            
            
            733,668Accrued
                payable for leasehold improvements and fixed assets
            
            
            262,028Other
                accrued expenses
            
            
            390,580$
            1,570,604





**NOTE
      4**  **SEGMENT
      REPORTING**




The
      Company is structured as two distinct business units: Auto repair service and auto
      insurance agent. Performance is evaluated and resources allocated based on
      specific segment requirements and measurable factors. Management uses the
      Company's internal statements of operations to evaluate each business unit's
      performance.




11




Summarized
      operational results for the two segments for the three months ended March 31,
      2007 and 2006 are presented below:




2007
            
            2006Net
                revenues:Auto
                repair service
            
            $
            526,583
            
            $
            390,377Commissions
                on auto insurance sales
            
            
            68,687
            
            
            30,948Total
                revenues
            
            
            595,270
            
            $
            421,325





2007
            
            2006Net
                loss:Auto
                repair service
            
            $
            (653,240
            )
            $
            (745,232
            )Commissions
                on auto insurance sales
            
            
            (20,910
            )
            
            (70,558
            )Corporate
                expenses
            
            
            (4,217,168
            )
            
            -Loss
                from operations
            
            $
            (4,891,318
            )
            $
            (815,790
            )




As
                of
              March
                31,
              2007Identifiable
                assets:Auto
                repair service
            
            $
            2,928,568Auto
                insurance agent
            
            
            1,264,458Corporate
            
            
            282,898$
            4,475,924




**NOTE
      5**  **FINANCING**




On
      March
      1, 2007, the Company restructured its three outstanding promissory notes payable
      with Cornell Capital Partners LP, in an aggregate amount of $4,281,556 including
      outstanding principal amounts of $3,850,000 and accrued interest payable of
      $431,556 and entered into three convertible debentures as follows:




·
            March
                1, 2007 - $613,918 Secured Convertible Debenture (Convertible Debenture
                1);




·
            March
                1, 2007- $1,556,712 Secured Convertible Debenture (Convertible Debenture
                2); and




·
            March
                1, 2007 - $2,110,926 Secured Convertible Debenture (Convertible Debenture
                3).




The
      Company issued a Secured Convertible Debenture, dated March 1, 2007,
      (“Convertible Debenture 1”), to Cornell Capital Partners LP, an accredited
      investor (the “Holder”). Pursuant to the Convertible Debenture I, the Company
      issued a 12% secured convertible debentures maturing one year from the date
      of
      issuance in the aggregate amount of $613,918, in exchange for the Company’s
      promissory note payable to the Holder dated February 28, 2005 (the “Note”) in
      the principal amount of $500,000, of which $200,000 had been funded on August
      13, 2004 pursuant to a subsequently terminated Securities Purchase Agreement,
      dated August 13, 2004 (the “SPA”), $200,000 had been funded on November 17, 2004
      pursuant to the SPA and $100,000 had been funded on February 28, 2005 pursuant
      to the Note, with accrued interest to the date of the exchange in the amount
      of
      $113,918.




12




The
      Company issued a Secured Convertible Debenture, dated March 1, 2007,
      (“Convertible Debenture 2”) to Cornell Capital Partners LP, an accredited
      investor. Pursuant to the Convertible Debenture II, the Company issued to a
      12%
      secured convertible debentures maturing one year from the date of issuance
      in
      the aggregate amount of $1,556,712, in exchange for the Company’s promissory
      note to the Holder dated September 15, 2005 in the principal amount of
      $1,500,000, with accrued interest to the date of the exchange in the amount
      of
      $56,712. The promissory note was assigned to the Company from Mayflower Auto
      Group, LLC, a stockholder, on the Transaction Date in connection with the
      Exchange Agreement.




The
      Company issued a Secured Convertible Debenture, dated March 1, 2007,
      (“Convertible Debenture 3”) to Cornell Capital Partners LP, an accredited
      investor. Pursuant to the Convertible Debenture III, the Company issued a 12%
      secured convertible debentures maturing one year from the date of issuance
      in
      the aggregate amount of $2,110,926, in exchange for the Company’s promissory
      note to the Holder dated September 29, 2006 in the principal amount of
      $1,850,000, with accrued interest to the date of the exchange in the amount
      of
      $260,926. The promissory note was assigned to the Company from Mayflower Auto
      Group, LLC on the Transaction Date in connection with the Exchange
      Agreement.




At
      any
      time after the closing date, the Holder has the right to convert the convertible
      debenture into common stock of the Company at the lesser of (a) one hundred
      twenty percent (120%) of the Closing Bid price of the Common Stock, or
      (b) eighty percent (80%) of the lowest Closing Bid Price of the Common
      Stock during the five (5) trading days immediately preceding the Conversion
      Date
      as quoted by Bloomberg, LP. The conversion was limited such that the holder
      cannot exceed 4.99% ownership, unless the holders waive their right to such
      limitation. The limitation will terminate under any event of default.




The
      convertible debenture, at the option of the holder, affords the Holder
      anti-dilution protection should, at any time while the convertible debenture
      is
      outstanding, the Company offer, sell or grant any option to purchase or offer,
      sell or grant any right to re-price its securities, or otherwise dispose of
      or
      issue any common stock or common stock equivalents, entitle any person to
      acquire shares of common stock at an effective price per share less than the
      then effective conversion price (excluding employee stock options), as
      calculated by the formula described above; then, in such instance, the
      conversion price for the convertible debenture shall be reduced to the lower
      price. In case of any such adjustment in the effective conversion price for
      the
      convertible debenture, this could significantly dilute existing investors.




In
      connection with the issuance of these debentures, the Company also issued at
      no
      additional cost to the Holder, warrants to purchase shares of the Company's
      common stock. The debentures are secured by substantially all of the Company’s
      assets, and a pledge of 23,800,000 shares of Class A Common Stock and 600,000
      shares of Class B Common Stock from shareholders of the Company.




Under
      the
      combined agreements for Convertible Debentures 1, 2 and 3, the Holder also
      received warrants to purchase an aggregate of up to 54,333,333 shares of common
      stock, exercisable in five separate tranches at prices of $0.10, $0.15, $0.20,
      $0.25 and $0.30 respectively per share, subject to adjustment, included under
      anti-dilution protection similar to that described above. The warrants have
      a
      five-year contractual life. The Company can force exercise of the warrants
      if
      the closing bid price of the Company’s stock is more than $0.10 greater than the
      exercise price of any of the warrants for 15 consecutive trading days. The
      warrants held by Cornell Capital contain a provision that, if at the time
      of exercise, the Company is in default of the warrant agreement, the holder
      can
      perform a “cashless” exercise of the warrants and in lieu of making payment of
      the exercise price in cash, elect instead to withhold shares as consideration
      for the exercise price. In the event of such a “cashless” exercise, the Company
      would not receive any cash proceeds upon the exercise of such warrants.




The
      convertible debentures contain consequences in case of default. Events of
      default, which would accelerate the repayment of all amounts due under the
      debenture and could subject the Company to penalties, liabilities, and
      foreclosure upon the assets and pledged shares of the Company.




13




Other
      provisions included in the Agreement include that if the Company offers, sells
      or grants stock at an effective per share price less than the then Conversion
      Price, then the Conversion Price shall be reduced to equal the effective
      conversion, exchange or purchase price for such common stock or common stock
      equivalents.




At
      the
      inception date of March 1, 2007, a summary of the allocation of the components
      of the transaction
      is as follows:




**Instrument:**Convertible
                debenture 1, 2 and 3
            
            $
            4,019,566Embedded
                conversion feature
            
            
            962,331Warrant
                liabilities
            
            
            11,561,767Debt
                extinguishment loss
            
            
            (12,354,544
            )Debt
                and accrued interest being extinguished
            
            
            (4,281,556
            )Financing
                cost
            
            
            92,436Total
                gross proceeds
            
            $
            -





In
      accordance with Statement of Financial Accounting Standards No. 133,
‘Accounting for Derivative Instruments and Hedging Activities’,
      (“FASB 133”), the Company determined that the conversion feature of the
      debenture met the criteria of an embedded derivative and therefore the
      conversion feature of the debenture needed to be bifurcated and accounted for
      as
      a derivative. The debenture does not meet the definition of “conventional
      convertible debt” because the number of shares which may be issued upon the
      conversion of the debenture is not fixed. Furthermore, there is no cap on the
      number of shares that could be issued upon conversion. Therefore, the conversion
      feature fails to qualify for equity classification under EITF 00-19, and
      must be accounted for as a derivative liability. The detached warrants issued
      in
      relations with the convertible debentures also met the criteria of a derivative
      instrument and therefore it was recorded as a liability in the accompanying
      condensed balance sheet.




The
      following tabular presentation reflects the components of the derivative
      financial instruments related to this convertible debenture as of March 31,
      2007:




Embedded
                conversion feature
            
            $
            1,525,285Warrant
                liability
            
            
            2,281,750$
            3,807,035





The
      following tabular presentation reflects the number of common shares into which
      the aforementioned derivative financial instruments are convertible into at
      March 31, 2007:




Embedded
                conversion feature
            
            
            76,456,357Common
                stock warrant
            
            
            54,333,333130,789,690





**Fair
      value considerations for derivative financial instruments:**




Freestanding
      derivative instruments, consisting of warrants that arose from the financing
      are
      valued using the Black-Scholes-Merton valuation methodology because that model
      embodies all of the relevant assumptions that address the features underlying
      these instruments. Significant assumptions included in this model as of March
      31, 2007 are as follows:




Holder
            
            Cornell
                CapitalInstrument
            
            WarrantsExercise
                price
            
            $
            0.10
                - $0.30Remaining
                Term (years)
            
            
            4.88Volatility
            
            
            77
            %Risk-free
                rate
            
            
            4.54
            %




14




Embedded
      derivative financial instruments, arising from the convertible debenture,
      consist of multiple individual features that were embedded in the instrument.
      The Company evaluated all significant features of the instruments as required
      under current accounting standards, and aggregated such instruments into one
      compound derivative financial instrument for financial reporting purposes.
      The
      compound embedded derivative instruments are valued using the Flexible Monte
      Carlo methodology because that model embodies certain relevant assumptions
      (including, but not limited to, interest rate risk, credit risk, and
      conversion/redemption privileges) that are necessary to value these complex
      derivatives.




Assumptions
      included exercise estimates/behaviors and the following other significant
      estimates as of March 31, 2007 are as follows:




**Instrument:**
            
            **Features**Conversion
                prices
            
            $
            0.056Remaining
                terms (years)
            
            
            0.757Equivalent
                volatility
            
            
            69.74
            %Equivalent
                interest-risk adjusted rate
            
            
            10.8
            %Equivalent
                credit-risk adjusted yield rate
            
            
            6.27
            %





Equivalent
      amounts reflect the net results of multiple modeling simulations that the Monte
      Carlo Simulation methodology applies to underlying assumptions. The assumptions
      included in the Monte Carlo Simulation calculation are highly subjective and
      subject to interpretation.




**$800,000
      Securities Purchase Agreement**




On
      March
      19, 2007, Deep Field entered into a Securities Purchase Agreement (the “Purchase
      Agreement”) with Cornell Capital whereby Deep Field sold to Cornell Capital, and
      Cornell Capital purchased from Deep Field, Eight Hundred Thousand Dollars
      ($800,000) of Deep Field’s secured convertible debentures (the “March
      Debentures”) for a total purchase price of Eight Hundred Thousand Dollars
      ($800,000). In connection with the Purchase Agreement, Deep Field paid, directly
      out of the proceeds of this funding, a fee equal to ten percent (10%) of the
      purchase price, a structuring fee equal to Twelve Thousand Five Hundred Dollars
      ($12,500) and a due diligence fee equal to Three Thousand Dollars ($3,000)
      to
      Yorkville Advisors, LLC. Interest shall accrue on the outstanding principal
      balance of the March Debentures at an annual rate equal to twelve percent (12%)
      through March 19, 2008. The March Debenture shall be convertible into shares
      of
      Common Stock at the option of the holder, in whole or in part at any time and
      from time to time, after the Original Issue Date (as defined in the March
      Debentures) subject to certain limitations on conversion set forth therein.
      The
      number of shares of Common Stock issuable upon a conversion hereunder equals
      the
      quotient obtained by dividing (x) the outstanding amount of the March Debentures
      to be converted by (y) the lesser of (a) one hundred twenty percent (120%)
      of
      the Closing Bid price of the Common Stock or (b) eighty percent (80%) of the
      lowest closing bid price of the Common Stock during the five (5) trading days
      immediately preceding the date of conversion as quoted by Bloomberg, LP. Deep
      Field shall not effect any conversions of the March Debentures and the holder
      shall not have the right to convert any portion of the March Debenture or
      receive shares of Common Stock as payment of interest hereunder to the extent
      that after giving effect to such conversion or receipt of such interest payment,
      the holder, together with any affiliate thereof, would beneficially in excess
      of
      4.99% of the number of shares of Common Stock outstanding immediately after
      giving effect to such conversion or receipt of shares as payment of interest.
      The limitation will terminate under any event of default.




In
      connection with the Purchase Agreement, Deep Field and Cornell Capital entered
      into that certain investor registration rights agreement, of even date with
      the
      Purchase Agreement, pursuant to which Deep Field provided certain registration
      rights to Cornell Capital under the Securities Act of 1933, as amended, and
      the
      rules and regulations thereunder, or any similar successor statute and
      applicable state securities laws.




15




The
      convertible debenture, at the option of the holder, affords the Purchaser
      anti-dilution protection should, at any time while the convertible debenture
      is
      outstanding, the Company offer, sell or grant any option to purchase or offer,
      sell or grant any right to re-price its securities, or otherwise dispose of
      or
      issue any common stock or common stock equivalents, entitle any person to
      acquire shares of common stock at an effective price per share less than the
      then effective conversion price (excluding employee stock options), as
      calculated by the formula described above; then, in such instance, the
      conversion price for the convertible debenture shall be reduced to the lower
      price. In case of any such adjustment in the effective conversion price for
      the
      convertible debenture, this could significantly dilute existing
      investors.




The
      convertible debenture contains consequences in case of default. Events of
      default, which could accelerate the repayment of all amounts due under the
      debenture and subject the Company to penalties, liabilities, and foreclosure
      upon the assets and pledged shares of the Company.




Other
      provisions included in the Agreement include that if the Company offers, sells
      or grants stock at an effective per share price less than the then Conversion
      Price, then the Conversion Price shall be reduced to equal the effective
      conversion, exchange or purchase price for such common stock or common stock
      equivalents.




Pursuant
      to a security agreement between the Company and the Purchaser signed in
      connection with the convertible debenture, the Purchaser has a security interest
      in all of the Company’s assets.




In
      connection with the issuance of this convertible debenture, the Company entered
      into an Investor Registration Rights Agreement providing for the registration
      of
      common shares to be issued upon conversion of the debentures. Principal terms
      of
      this agreement include the following:




·
            The
                Company is required to file an initial registration of common shares
                issuable upon conversion within 90 days after execution of the
                agreement.




·
            Requirement
                that the Company use its best efforts to have the registration declared
                effective within 180 days after execution of the
                agreement.




·
            Payment
                of liquidated damages in the event the Company fails to file the
                required
                initial registration statement or achieve effectiveness of the
                registration within the prescribed
                periods.




At
      the
      inception date of March 19, 2007, a summary of the allocation of the components
      of the transaction was as follows:




**Instrument:**Convertible
                debenture
            
            $
            441,654Embedded
                conversion feature
            
            
            358,346Total
                gross proceeds
            
            $
            800,000





In
      accordance with Statement of Financial Accounting Standards No. 133,
‘Accounting for Derivative Instruments and Hedging Activities’,
      (“FASB 133”), the Company determined that the conversion feature of the
      debenture met the criteria of an embedded derivative and therefore the
      conversion feature of the debenture needed to be bifurcated and accounted for
      as
      a derivative. The debenture does not meet the definition of “conventional
      convertible debt” because the number of shares which may be issued upon the
      conversion of the debenture is not fixed. Furthermore, there is no cap on the
      number of shares that could be issued upon conversion. Therefore, the conversion
      feature fails to qualify for equity classification under EITF 00-19, and
      must be accounted for as a derivative liability. The detached warrants issued
      in
      relations with the convertible debentures also met the criteria of a derivative
      instrument and therefore it was recorded as a liability in the accompanying
      condensed balance sheet.




The
      following tabular presentation reflects the components of the derivative
      financial instruments related to this convertible debenture as of March 31,
      2007:




Embedded
                conversion feature
            
            $
            362,884




16




The
      following tabular presentation reflects the number of common shares into which
      the aforementioned derivative financial instruments are convertible into at
      March 31, 2007:




Embedded
                conversion feature
            
            
            14,285,714





**Fair
      value considerations for derivative financial instruments:**




Freestanding
      derivative instruments, consisting of warrants that arose from the financing
      are
      valued using the Black-Scholes-Merton valuation methodology because that model
      embodies all of the relevant assumptions that address the features underlying
      these instruments. Significant assumptions included in this model as of March
      31, 2007 are as follows:




Holder
            
            Cornell
                CapitalInstrument
            
            WarrantsExercise
                price
            
            $
            0.10
                - $0.30Remaining
                Term (years)
            
            
            4.88Volatility
            
            
            77
            %Risk-free
                rate
            
            
            4.54
            %





Embedded
      derivative financial instruments, arising from the convertible debenture,
      consist of multiple individual features that were embedded in the instrument.
      The Company evaluated all significant features of the instruments as required
      under current accounting standards, and aggregated such instruments into one
      compound derivative financial instrument for financial reporting purposes.
      The
      compound embedded derivative instruments are valued using the Flexible Monte
      Carlo methodology because that model embodies certain relevant assumptions
      (including, but not limited to, interest rate risk, credit risk, and
      conversion/redemption privileges) that are necessary to value these complex
      derivatives.




Assumptions
      included exercise estimates/behaviors and the following other significant
      estimates as of March 31, 2007 are as follows:




**Instrument:**
            
            **Features**Conversion
                prices
            
            $
            0.056Remaining
                terms (years)
            
            
            0.757Equivalent
                volatility
            
            
            69.74
            %Equivalent
                interest-risk adjusted rate
            
            
            10.8
            %Equivalent
                credit-risk adjusted yield rate
            
            
            6.27
            %





Equivalent
      amounts reflect the net results of multiple modeling simulations that the Monte
      Carlo Simulation methodology applies to underlying assumptions. The assumptions
      included in the Monte Carlo Simulation calculation are highly subjective and
      subject to interpretation.




All
      of
      the above instruments are being carried at their respective fair values with
      the
      changes in the fair value of the secured convertible debenture and related
      derivatives recorded in the statement of operations.




Derivative
      gain for the three months ended March 31, 2007 and 2006 associated with
      adjustments recorded to reflect the aforementioned derivatives at fair value
      amounted to $8,712,524 and $0, respectively, and is reported as “Change in fair
      value of derivative financial instruments” in the accompanying condensed
      consolidated statement of operations.




Carrying
      values of convertible debentures as of March 31, 2007, after amortization of
      debt discount of $72,926 totaled $4,547,587 which includes accrued interest
      payable of $13,441.




17




**NOTE
      6**  **EXTINGUISHMENTS
      OF DEBT**




On
      February 13, 2007, the Company assumed certain promissory notes from Mayflower
      with Cornell Capital, as part of the reverse merger on February 13, 2007. On
      March 1, 2007, the aggregate amount of these debt (see Note 5) including
      interest totaling $4,281,556 was restructured into three convertible debentures
      with significant modified terms. Under the combined agreements for Convertible
      Debentures, the Holder of the convertible debentures also received warrants
      to
      purchase an aggregate number of up to 54,333,333 shares of common stock,
      exercisable in five separate tranches at prices of $0.10, $0.15, $0.20, $0.25
      and $0.30 respectively per share.




The
      terms
      of the new debts were substantially different from those of the original debts.
      The present value of the cash flows under the terms of the new debt is more
      than
      10 percent different from the present value of the remaining cash flows under
      the terms of the original instrument. Accordingly, the exchange qualifies as
      an
      extinguishment pursuant with the definition of EITF 96-19, “Debtor's Accounting
      for a Modification or Exchange of Debt Instruments”.




The
      loss
      on extinguishment of these debts was computed as follows:




Face
                value of the convertible debentures
            
            $
            4,281,556Interest
                expenses till the maturity
            
            
            513,7874,795,343Present
                value at 19.3%, which is the S&P speculative bond rate
            
            
            4,019,566Fair
                value of the embedded conversion feature
            
            
            962,331Fair
                value of warrants issued
            
            
            11,561,767Issuing
                cost
            
            
            92,437Fair
                value of the new debt
            
            $
            16,636,101Loss
                on extinguishment of debt
            
            $
            12,354,545





**NOTET
      7**  **INCOME
      TAXES**




The
      Company adopted the provisions of FASB Interpretation 48, *Accounting
      for Uncertainty in Income Taxes* ,
      on
      January 1, 2007. FIN 48 prescribes a recognition threshold and measurement
      attribute for financial statement recognition and measurement of a tax position
      taken or expected to be taken in a tax return, and also provides guidance on
      de-recognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. The Company has determined the impact
      of
      the adoption of FIN 48 is insignificant to the Company’s condensed consolidated
      financial statements.




The
      Company discovered errors in its income tax computations and filings for 2005
      and 2004. The Company consulted a certified tax advisor to review their revised
      computations and assist in communicating the revised computations to the tax
      authorities. The tax advisor has advised the Company to pay all of the
      additional taxes related to 2005 and 2004 tax years on or before March 31,
      2006,
      the reporting date for the Company’s tax filings for 2005, to avoid any interest
      and penalties. In June 2006, the Company entered into a discussion with the
      tax
      authorities to exempt the outstanding income tax and value added tax payable.
      As
      of June 1, 2007, the Company was still in negotiation with the tax authorities
      about the amounts to be exempted. The management expects the tax amounts to
      be
      remitted, if any, be lower than the income tax and value added tax payable
      amounts reported in the accompanying condensed consolidated balance sheet.
      In
      addition, the management does not expect any interest and penalties to be
      imposed on these unpaid taxes. However, there can be no assurance that this
      action by the Company will ultimately avoid interest and penalties




18




**NOTE
      8**  **RELATED
      PARTY TRANSACTIONS:**




On
      January 29, 2007, prior to the merger, AutoMart issued a promissory note to
      Mr.
      Scott D. Cray in the principal amount of $135,000 (the “Cray Note”). Mr. Cray is
      the Managing Member of Mayflower, a Director of AutoMart and post- Merger
      Director of Deep Field. The Cray Note bears interest at a rate of twelve percent
      (12%) per annum, matures on January 28, 2008 and is secured by all of the assets
      of AutoMart. Pursuant to the Cray Note, upon the closing the Exchange Agreement,
      the principals of AutoMart will issue to Mr. Cray warrants to purchase 85,000
      shares of Common Stock at a price of $0.19 per share, which was the closing
      bid
      price on the date of the Cray Note. The warrants have a three-year maturity
      and
      a cashless exercise provision, and was classified as warrant
      liabilities.




The
      Company advanced $278,257 to Mayflower during the
      three (3) months ended March 31, 2007 which was repaid to the Company
      subsequently.




The
      Company’s stockholders made non-interest bearing advances to the Company since
      the inception of its operations. The Company advanced $301,696 and $45,963
      from
      the stockholders and repaid $9,307 and $0 during the three months ended March
      31, 2007 and 2006, respectively. Loans payable to stockholders totaled $925,976
      as of March 31, 2007.




19


**ITEM
              2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
                OPERATION**




**General**




The
      following information set forth below relates to the business of Deep Field
      Technologies, Inc., a New Jersey corporation (the “ Registrant ”),
      including the operations of its majority owned and chief operating subsidiary,
      Beijing Sino-US Jinche Yingang Auto Technological Services, Ltd., a cooperative
      joint venture organized under the laws of The People’s Republic of China
      (“ AutoMart ”,
      and
      together with the Registrant, the “ Company ”).
      The
      following may contain forward-looking statements within the meaning of Section
      27A of the Securities Act of 1933, as amended (the “ Securities
      Act ”)
      and
      Section 21E of the Securities Exchange Act of 1934, as amended (the
“ Exchange
      Act ”).
      Forward-looking statements are identified by words such as “believe”,
“anticipate”, “expect”, “intend”, “plan”, “will”, “may” and other similar
      expressions. In addition, any statements that refer to expectations, projections
      or other characterizations of future events or circumstances are forward-looking
      statements. Registrant wishes to caution readers that these forward-looking
      statements are only predictions and that the business of the Company is subject
      to significant risks.




This
      discussion and analysis of financial condition or plan of operation should
      be
      read in conjunction with Deep Field’s financial statements included in this
      filing.




**History
      of Deep Field**




In
      September 2004, the board of directors of iVoice, Inc. (“ iVoice ”)
      resolved to pursue the separation of iVoice’s software business into three (3)
      publicly-owned companies. Deep Field was formed to continue to develop, market
      and license the Unified Messaging line of computerized telephony
      software.




Deep
      Field was incorporated under the laws of New Jersey on November 10, 2004 as
      a
      wholly-owned subsidiary of iVoice. Deep Field received by assignment all of
      the
      interests in and rights and title to, and assumed all of the obligations of,
      all
      of the agreements, contracts, understandings and other instruments of iVoice
      Technology 2, Inc., a Nevada corporation and previously a wholly-owned
      subsidiary of iVoice.




This
      transaction was accomplished on August 5, 2005, by the assignment, contribution
      and conveyance of certain intellectual property representing the software codes
      of Unified Messaging, and certain accrued liabilities and related party debt
      to
      Deep Field. Shares of Class A common stock, no par value per share
      (“ Class
      A Common ”
or
      “ Common
      Stock ”)
      were
      distributed to iVoice shareholders in the form of a special taxable
      dividend.




On
      January 12, 2006, Deep Field entered into a securities exchange agreement (the
      “ First
      Securities Exchange ”)
      with
      AutoMart and those certain joint venture participants named therein (the
“ JV
      Participants ”)
      whereby the JV Participants would transfer 95% of their interest in AutoMart
      to
      Deep Field in exchange for an aggregate of 116,245,399 shares of Class A Common
      or 85% of the outstanding shares of Deep Field, and 2,000,000 shares of Deep
      Field’s Class B common stock, par value $0.01 per share, of Deep
      Field.




The
      closing of the First Securities Exchange was to occur upon the satisfaction
      of a
      number of conditions precedents, including: (i) shareholder approval of the
      First Securities Exchange by Deep Field’s shareholders, (ii) financing in the
      form of a convertible debenture of not less than $4 million and (iii) the
      requisite approvals by The People’s Republic of China. Those conditions were not
      met, and the First Securities Exchange was subsequently voided by mutual
      agreement of the parties, and a new agreement was negotiated.




**The
      Exchange Agreement**




On
      February 13, 2007 (the “ Transaction
      Date ”),
      Deep
      Field completed its acquisition of AutoMart. Deep Field, AutoMart and the JV
      Participants named therein executed that certain Amended and Restated Securities
      Exchange Agreement on January 25, 2007 (the “ Exchange
      Agreement ”)
      pursuant to which the JV Participants agreed to transfer to Deep Field, and
      Deep
      Field agreed to acquire from the JV Participants, ninety-five percent (95%)
      of
      the outstanding equity interests of AutoMart and all voting and economic rights,
      benefits and obligations (other than the right to receive distributions in
      connection with ;a liquidation, sale or other transfer, in whole, of AutoMart)
      of the remaining five percent (5%) interest in exchange for (a) Eighty-Three
      Million Eighty-One Thousand Six Hundred Thirty-Five (83,081,635) shares of
      Class
      A Common, (b) Two Million (2,000,000) shares of Class B Common and (c) the
      assumption by Deep Field of all obligations of Mayflower with respect to the
      issuance by Cornell Capital Partners, LP (“ Cornell
      Capital ”)
      to
      Mayflower Auto Group, LLC (“ Mayflower ”)
      of
      certain promissory notes equal to Three Million Three Hundred Fifty Thousand
      Dollars ($3,350,000) (the “ Mayflower
      Notes ”).
      As a
      result of the consummation of the Exchange Agreement, and pending the
      satisfaction of certain notice requirements under applicable New Jersey
      corporate law (the “ Notice ”),
      the
      former holders of AutoMart capital stock (the JV Participants) shall
      beneficially own over ninety percent (90%) of the total outstanding voting
      securities of Deep Field. Such Notice was mailed to Deep Field’s stockholders on
      February 8, 2007 and the securities were exchanged on February 28, 2007. For
      accounting purposes, the transaction is classified as a reverse merger, which
      AutoMart is considered the acquirer (hereinafter referred to as the
“ Merger ”).




20




**The
      Business of AutoMart**




AutoMart
      was formed on August 5, 2005 as a cooperative joint venture organized under
      the
      laws of The People’s Republic of China to engage in the business of automobile
      painting and repairs, sales of automobile parts, accessories and supplies and
      sales of automobile insurance in China. The parties to the joint venture are
      Beijing Jinche Yingang Automobile Services Center (“ Jinche ”),
      a
      corporation duly registered and existing under the laws of the People’s Republic
      of China, Mayflower, a company organized under the laws of the State of Delaware
      of the United States of America and Mr. Chuen Kin Quek, an individual resident
      of the State of Massachusetts of the United States of America. Jinche had
      previously acquired all of the operating assets and business of Beijing Shang
      Fang Weiye Car Sale Co., Ltd., which is registered and existing under the laws
      of the People’s Republic of China. Subsequent to the formation of AutoMart,
      management duly registered, and began operating under, the trade name
“AutoMart”.




AutoMart
      currently operates twelve (12) automotive repair centers in locations throughout
      Beijing. Operating activities at these centers include the painting and repair
      of automobiles, sales of automotive parts, accessories and supplies, and the
      sale of automotive insurance.




As
      of
      June 8, 2007, AutoMart employed four hundred thirty-eight (438) full-time
      employees. This includes twenty-one (21) executive and management personnel
      and
      four hundred seventeen (417) administrative and operating center facilities.
      All
      employees are located in the Beijing area.




AutoMart
      seeks to maintain its leadership position in the auto repair industry in the
      Beijing area and, ultimately, throughout China. Its principal marketing strategy
      involves developing relationships with leading property and casualty insurance
      underwriters to write automobile insurance, facilitate accident and warranty
      claims adjustment services for those underwriters, and provide repair and
      maintenance service to policyholders on a “preferred” basis. During the most
      recent fiscal year, AutoMart initiated an additional strategy aimed at
      attracting automobile service and maintenance business from government offices
      throughout Beijing. To date, AutoMart has negotiated service contracts with
      over
      fifty (50) government agencies, departments and other offices in the
      Beijing area.




**Asset
      Purchase Agreement**




In
      connection with the transactions consummated by the Exchange Agreement, Deep
      Field entered into an asset purchase agreement (the “ APA ”)
      with
      iVoice on the Transaction Date pursuant to which Deep Field assigned,
      transferred and delivered to iVoice on an “as is, where is” basis, and iVoice
      purchased from Deep Field on an “as is, where is” basis, all of the Assets (as
      such term is defined in the APA) relating to Deep Field’s Unified Messaging
      business, free and clear of all encumbrances and liens, in exchange for the
      payment by iVoice to Deep Field of One Dollar ($1.00).




21






**Consulting
      Agreements**




In
      connection with the transactions contemplated by the Exchange Agreement, Deep
      Field entered into Consulting Agreements, each dated as of the Transaction
      Date,
      with each of: (a) Mr. Mark Meller, pursuant to which Mr. Meller shall provide
      general corporate finance, advisory and other similar consulting services to
      Deep Field for a term of six (6) months in exchange for the payment by Deep
      Field to Mr. Meller of One Million (1,000,000) shares of Common Stock, which
      Common Stock shall be issued to Mr. Meller on the Effective Date (as defined
      therein), and shall be deemed fully earned and not redeemable by Deep Field,
      including upon any termination of the Consulting Agreement, after such issuance;
      (b) Mr. Jerome Mahoney, pursuant to which Mr. Mahoney shall provide general
      corporate finance, advisory and other similar consulting services to Deep Field
      for a term of six (6) months in exchange for the payment by Deep Field to Mr.
      Mahoney of One Million (1,000,000) shares of Common Stock, which Common Stock
      shall be issued to Mr. Mahoney on the Effective Date (as defined therein) and
      shall be deemed fully earned and not redeemable by Deep Field, including upon
      any termination of the Consulting Agreement, after such issuance; (c) iVoice,
      pursuant to which iVoice shall provide general corporate finance, advisory
      and
      other similar consulting services to Deep Field for a term of six (6) months
      in
      exchange for the payment by Deep Field to iVoice of Four Million (4,000,000)
      shares of Common Stock, which Common Stock shall be issued to iVoice on the
      Transaction Date and shall be deemed fully earned and not redeemable by Deep
      Field, including upon any termination of the Consulting Agreement, after such
      issuance; (d) MM2 Group, Inc. (“ MM2 ”),
      pursuant to which MM2 shall provide general corporate finance, advisory and
      other similar consulting services to Deep Field for a term of six (6) months
      in
      exchange for the payment by Deep Field to iVoice of Four Million (4,000,000)
      shares of Common Stock, which Common Stock shall be issued to MM2 on the
      Transaction Date and shall be deemed fully earned and not redeemable by Deep
      Field, including upon any termination of the Consulting Agreement, after such
      issuance.




**Termination
      & Settlement Agreements**




In
      connection with the transactions contemplated by the Exchange Agreement, Deep
      Field entered into Termination & Settlement Agreements with each of (a) Mr.
      Meller, pursuant to which (i) Mr. Meller resigned from his positions as
      President, Chief Executive Officer, Chief Financial Officer and as a member
      of
      the Board of Directors of Deep Field, (ii) Deep Field and Mr. Meller agreed
      to
      settle all obligations owing by Deep Field to Mr. Meller, including, without
      limitation, all obligations under Mr. Meller’s October 1, 2004 Employment
      Agreement, in exchange for the issuance by Deep Field to Mr. Meller of the
      One
      Million (1,000,000) shares of Common Stock issued pursuant to Mr. Meller’s
      Consulting Agreement as described herein above and (iii) Deep Field and Mr.
      Meller terminated Mr. Meller’s October 1, 2004 Employment Agreement and (b) Mr.
      Mahoney, pursuant to which (x) Mr. Mahoney resigned from his position as
      Chairman of the Board of Directors of Deep Field, (y) Deep Field and Mr. Mahoney
      agreed to settle all obligations owing by Deep Field to Mr. Mahoney, including,
      without limitation, all obligations under Mr. Mahoney’s August 3, 2004
      Employment Agreement, in exchange for the issuance by Deep Field to Mr. Mahoney
      of the One Million (1,000,000) shares of Common Stock issued pursuant to Mr.
      Mahoney’s Consulting Agreement as described herein above and (z) Deep Field and
      Mr. Mahoney terminated Mr. Mahoney’s August 3, 2004 Employment
      Agreement.




**Assignment
      Agreement**




On
      the
      Transaction Date, Deep Field assumed all obligations of Mayflower with respect
      to the issuance by Cornell Capital to Mayflower of the Mayflower Notes equal
      to
      Three Million Three Hundred Fifty Thousand Dollars ($3,350,000). Pursuant to
      that certain Assignment Agreement, by and among Deep Field, Mayflower and
      Cornell Capital (the “ Assignment
      Agreement ”),
      upon
      the assumption by Deep Field of the Mayflower Notes, 23,800,000 shares of Common
      Stock and 600,000 shares of Class B Common were pledged, as well as all of
      Registrant’s assets, to secure the Mayflower Notes. Furthermore, Deep Field
      issued to Cornell Capital (a) a warrant to purchase 25,000,000 shares of Common
      Stock at an exercise price of $0.10 per share for a period of five (5) years,
      (b) a warrant to purchase 10,000,000 shares of Common Stock at an exercise
      price
      of $0.15 per share for a period of five (5) years, (c) a warrant to purchase
      7,500,000 shares of Common Stock at an exercise price of $0.20 per share for
      a
      period of five (5) years, (d) a warrant to purchase 6,000,000 shares of Common
      Stock at an exercise price of $0.25 per share for a period of five (5) years
      and
      (e) a warrant to purchase 5,833,333 shares of Common Stock at an exercise price
      of $0.30 per share for a period of five (5) years.




22




**Restructuring
      of Outstanding Debt**




On
      March
      1, 2007 (the “ Restructuring
      Date ”),
      Deep
      Field issued a secured convertible debenture (“ Debenture
      1 ”)
      to
      Cornell Capital in exchange for the surrendering by Cornell Capital of that
      certain promissory note, dated on or about February 28, 2005 (the “ Note ”),
      issued by Deep Field to Cornell Capital in the original principal amount of
      Five
      Hundred Thousand Dollars ($500,000), of which Two Hundred Thousand Dollars
      ($200,000) had been funded on August 13, 2004 pursuant to a subsequently
      terminated securities purchase agreement, dated August 13, 2004 (the
“ SPA ”),
      Two
      Hundred Thousand Dollars ($200,000) had been funded on November 17, 2004
      pursuant to the SPA and One Hundred Thousand Dollars ($100,000) had been funded
      on February 28, 2005 pursuant to the Note. Debenture 1 was issued to consolidate
      the Note plus accrued and unpaid interest to the date thereof totaling One
      Hundred Thirteen Thousand Nine Hundred Seventeen Dollars and Eighty-One Cents
      ($113,917.81) for a total amount of Six Hundred Thirteen Thousand Nine Hundred
      Seventeen Dollars and Eighty-One Cents ($613,917.81). All obligations under
      the
      original Note have been extinguished, and replaced with Debenture
      1.




Interest
      shall accrue on the outstanding principal balance of Debenture 1 at an annual
      rate equal to twelve percent (12%) through March 1, 2008. Debenture 1 shall
      be
      convertible into shares of Class A Common at the option of the holder, in whole
      or in part at any time and from time to time, after the Original Issue Date
      (as
      defined in Debenture 1) subject to certain limitations on conversion set forth
      therein. The number of shares of Common Stock issuable upon a conversion
      hereunder equals the quotient obtained by dividing (x) the outstanding amount
      of
      Debenture 1 to be converted by (y) the lesser of (i) one hundred twenty percent
      (120%) of the closing bid price of the Common Stock, as quoted by Bloomberg,
      LP
      on the date thereof or (ii) eighty percent (80%) of the lowest closing bid
      price
      of the Common Stock during the five (5) trading days immediately preceding
      the
      date of conversion as quoted by Bloomberg, LP. Deep Field shall not effect
      any
      conversions of Debenture 1 and the holder shall not have the right to convert
      any portion of Debenture 1 or receive shares of Common Stock as payment of
      interest hereunder to the extent that after giving effect to such conversion
      or
      receipt of such interest payment, the holder, together with any affiliate
      thereof, would beneficially in excess of 4.99% of the number of shares of Common
      Stock outstanding immediately after giving effect to such conversion or receipt
      of shares as payment of interest.




Debenture
      1 is secured by (i) a security interest in all of the assets of Deep Field
      as
      evidenced by that certain security agreement, dated August 13, 2004 (the
“ Deep
      Field Security Agreement ”),
      by
      and between Deep Field and Cornell Capital and perfected by the UCC-1 Financing
      Statement previously filed with the Nevada Secretary of State UCC Division
      document file no.: 2004025876-4 and New Jersey Department of the Treasury UCC
      Section filing no.: 2253737-9 (collectively referred to as the “ Deep
      Field UCC ”),
      (ii)
      a security interest in all of the assets of Mayflower as evidenced by a security
      agreement (the “ Mayflower
      Security Agreement ”),
      originally dated September 15, 2005 and amended and restated on or about
      February 13, 2007, by and between Mayflower and the Holder and perfected by
      the
      UCC-1 filed with the Florida Secured Transaction Registry No.: 200501444449
      (the
“ Mayflower
      UCC ”)
      and
      (iii) the Mayflower Pledged Shares, as such term is defined in and pursuant
      to
      that certain amended and restated pledge and escrow agreement (“ Mayflower-Jinche
      Pledge Agreement ”),
      dated
      on or about February 13, 2007, by and among Cornell Capital, Mayflower and
      Beijing Jinche Yingang Automobile Service Center, a company organized under
      the
      laws of The People’s Republic of China (Deep Field Security Agreement, Deep
      Field UCC, the Mayflower Security Agreement, the Mayflower UCC and the
      Mayflower-Jinche Pledge Agreement are collectively referred to herein as the
      “ Security
      Documents ”).




On
      the
      Restructuring Date, Deep Field issued a second secured convertible debenture
      (“ Debenture
      2 ”)
      to
      Cornell Capital in exchange for the surrendering by Cornell Capital of that
      certain promissory note, dated on or about September 29, 2006 (the “ Second
      Note ”),
      originally issued by Mayflower to Cornell Capital in the original principal
      amount of One Million Five Hundred Thousand Dollars ($1,500,000). Deep Field,
      Mayflower and Cornell Capital entered into that certain assignment and
      assumption agreement, dated February 13, 2007, pursuant to which Mayflower
      assigned to Deep Field, and Deep Field assumed from Mayflower, the liabilities
      under the Second Note to be bound by the terms thereunder. Debenture 2 was
      issued to consolidate the Second Note plus accrued and unpaid interest to the
      date thereof totaling Fifty-Six Thousand Seven Hundred Twelve Dollars and
      Thirty-Three Cents ($56,712.33) for a total amount of One Million Five Hundred
      Fifty-Six Thousand Seven Hundred Twelve Dollars and Thirty-Three Cents
      ($1,556,712.33). All obligations under the Second Note have been extinguished,
      and replaced with Debenture 2.




23




Interest
      shall accrue on the outstanding principal balance of Debenture 2 at an annual
      rate equal to twelve percent (12%) through March 1, 2008. Debenture 2 shall
      be
      convertible into shares of Common Stock at the option of the holder, in whole
      or
      in part at any time and from time to time, after the Original Issue Date (as
      defined in Debenture 2) subject to certain limitations on conversion set forth
      therein. The number of shares of Common Stock issuable upon a conversion
      hereunder equals the quotient obtained by dividing (x) the outstanding amount
      of
      Debenture 2 to be converted by (y) the lesser of (a) one hundred twenty percent
      (120%) of the closing bid price of the Common Stock, as quoted by Bloomberg,
      LP
      on the date thereof or (b) eighty percent (80%) of the lowest closing bid price
      of the Common Stock during the five (5) trading days immediately preceding
      the
      date of conversion as quoted by Bloomberg, LP. Deep Field shall not effect
      any
      conversions of Debenture 2 and the holder shall not have the right to convert
      any portion of Debenture 2 or receive shares of Common Stock as payment of
      interest hereunder to the extent that after giving effect to such conversion
      or
      receipt of such interest payment, the holder, together with any affiliate
      thereof, would beneficially in excess of 4.99% of the number of shares of Common
      Stock outstanding immediately after giving effect to such conversion or receipt
      of shares as payment of interest. Debenture 2 is secured by the Security
      Documents.




On
      the
      Restructuring Date, Deep Field issued a third secured convertible debenture
      (“ Debenture
      3 ”)
      to
      Cornell Capital in exchange for the surrendering by Cornell Capital of that
      certain promissory note, dated on or about September 15, 2005 (the “ Third
      Note ”),
      originally issued by Mayflower to Cornell Capital in the original principal
      amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000). Deep
      Field, Mayflower and Cornell Capital entered into that certain assignment and
      assumption agreement, dated February 13, 2007, pursuant to which Mayflower
      assigned to Deep Field, and Deep Field assumed from Mayflower, the liabilities
      under the Third Note to be bound by the terms thereunder. Debenture 3 was issued
      to consolidate the Third Note plus accrued and unpaid interest to the date
      thereof totaling Two-Hundred Sixty Thousand Dollars and Three Cents
      ($260,926.03) for a total amount of Two Million One Hundred and Ten Thousand
      Nine Hundred and Twenty-Six Dollars and Three Cents ($2,110,926.03). All
      obligations under the Third Note have been extinguished, and replaced with
      Debenture 3.




Interest
      shall accrue on the outstanding principal balance of Debenture 3 at an annual
      rate equal to twelve percent (12%) through March 1, 2008. Debenture 3 shall
      be
      convertible into shares of Common Stock at the option of the holder, in whole
      or
      in part at any time and from time to time, after the Original Issue Date (as
      defined in Debenture 3) subject to certain limitations on conversion set forth
      therein. The number of shares of Common Stock issuable upon a conversion
      hereunder equals the quotient obtained by dividing (x) the outstanding amount
      of
      Debenture 3 to be converted by (y) the lesser of (a) one hundred twenty percent
      (120%) of the closing bid price of the Common Stock, as quoted by Bloomberg,
      LP
      on the date thereof or (b) eighty percent (80%) of the lowest closing bid
      price of the Common Stock during the five (5) trading days immediately preceding
      the date of conversion as quoted by Bloomberg, LP. Deep Field shall not effect
      any conversions of Debenture 3 and the holder shall not have the right to
      convert any portion of Debenture 3 or receive shares of Common Stock as payment
      of interest hereunder to the extent that after giving effect to such conversion
      or receipt of such interest payment, the holder, together with any affiliate
      thereof, would beneficially in excess of 4.99% of the number of shares of Common
      Stock outstanding immediately after giving effect to such conversion or receipt
      of shares as payment of interest. Debenture 3 is secured by the Security
      Documents.




**$800,000
      Securities Purchase Agreement**




On
      March
      19, 2007, Deep Field entered into a Securities Purchase Agreement (the
“ Purchase
      Agreement ”)
      with
      Cornell Capital whereby Deep Field sold to Cornell Capital, and Cornell Capital
      purchased from Deep Field, Eight Hundred Thousand Dollars ($800,000) of Deep
      Field’s secured convertible debentures (the “ March
      Debentures ”)
      for a
      total purchase price of Eight Hundred Thousand Dollars ($800,000). In connection
      with the Purchase Agreement, Deep Field paid, directly out of the proceeds
      of
      this funding, a fee equal to ten percent (10%) of the purchase price, a
      structuring fee equal to Twelve Thousand Five Hundred Dollars ($12,500) and
      a
      due diligence fee equal to Three Thousand Dollars ($3,000) to Yorkville
      Advisors, LLC.




24




Interest
      shall accrue on the outstanding principal balance of the March Debentures at
      an
      annual rate equal to twelve percent (12%) through March 19, 2008. The March
      Debentures shall be convertible into shares of Common Stock at the option of
      the
      holder, in whole or in part at any time and from time to time, after the
      Original Issue Date (as defined in the March Debentures) subject to certain
      limitations on conversion set forth therein. The number of shares of Common
      Stock issuable upon a conversion hereunder equals the quotient obtained by
      dividing (x) the outstanding amount of the March Debentures to be converted
      by
      (y) the lesser of (a) $0.102 or (b) eighty percent (80%) of the lowest closing
      bid price of the Common Stock during the five (5) trading days immediately
      preceding the date of conversion as quoted by Bloomberg, LP. Deep Field shall
      not effect any conversions of the March Debentures and the holder shall not
      have
      the right to convert any portion of the March Debentures or receive shares
      of
      Common Stock as payment of interest hereunder to the extent that after giving
      effect to such conversion or receipt of such interest payment, the holder,
      together with any affiliate thereof, would beneficially in excess of 4.99%
      of
      the number of shares of Common Stock outstanding immediately after giving effect
      to such conversion or receipt of shares as payment of interest.




The
      March
      Debentures are secured by (i) Deep Field Security Agreement, (ii) Deep Field
      UCC
      and (ii) those shares of Common Stock pledged pursuant to that certain pledge
      and escrow agreement (the “Pledge Agreement”), of even date with the Purchase
      Agreement, by and among Mr. Chuen Kin Quek, Deep Field, Cornell Capital and
      David Gonzalez, Esq., as escrow agent.




In
      connection with the Purchase Agreement, Deep Field and Cornell Capital entered
      into that certain investor registration rights agreement, of even date with
      the
      Purchase Agreement, pursuant to which Deep Field provided certain registration
      rights to Cornell Capital under the Securities Act of 1933, as amended, and
      the
      rules and regulations thereunder, or any similar successor statute and
      applicable state securities laws.




**Critical
      Accounting Policies and Estimates**




The
      United States Securities and Exchange Commission (the “SEC”) issued Financial
      Reporting Release No. 60, “ *Cautionary
      Advice Regarding Disclosure About Critical Accounting Policies* ”
(“FRR
      60”), suggesting companies provide additional disclosure and commentary on their
      most critical accounting policies. In FRR 60, the SEC defined the most critical
      accounting policies as the ones that are most important to the portrayal of
      a
      company’s financial condition and operating results, and require management to
      make its most difficult and subjective judgments, often as a result of the
      need
      to make estimates of matters that are inherently uncertain. Based on this
      definition, Deep Field’s most critical accounting policies include revenue
      recognition, cost of revenues, allowance for doubtful accounts, reserve for
      inventories, financial instruments and concentrations of credit risk, income
      tax
      valuation allowance, foreign currency translation adjustments. The methods,
      estimates and judgments Deep Field uses in applying these most critical
      accounting policies have a significant impact on the results it reports in
      its
      consolidated financial statements.




**Revenue
      Recognition**




Revenue
      from auto repairs not related to insurance claims is recognized upon the
      acceptance of automobile repair services by its customers. Commission income
      is
      recognized when insurance policies are executed and become effective. A
      substantial portion of Deep Field’s auto repair business is repairs pursuant to
      insurance claims. As a result of the substantial growth in this segment,
      particularly during 2006, claims and collection procedures became inconsistent
      and collection terms were extended beyond established arrangement with insurance
      company customers. The Company recognized the revenues upon the conditions
      as
      established by the U.S. Securities and Exchange Commission’s Staff Accounting
      Bulletin (“ SAB ”)
      No.
      104, are satisfied:




·
            Persuasive
                evidence of an arrangement exists;




25




·
            Delivery
                has occurred, upon delivery when title passes, or services have been
                rendered;




·
            The
                seller’s price to the buyer is fixed or determinable;
                and




·
            Collectibility
                is reasonably assured.




Deep
      Field provides extended payment terms on repair services for insurance claims.
      The prices on these repair services are considered fixed or determinable if
      the
      Company has a standard business practice of providing extended payment terms
      and
      have a history of successfully collecting under the original payment terms
      without making concessions. If repair prices are not considered fixed or
      determinable on the transaction dates, revenues for the repair services should
      not be recognized until the repair prices become fixed and determinable which
      is
      when Deep Field collects from the insurance companies. Due to its limited
      operating history, the Company was unable to demonstrate successful full
      collections of its repair services for insurance claims.




In
      light
      of the uncertainty as to realization of revenue resulting from processing and
      collection uncertainties and collection terms extensions on repair revenues
      for
      insurance claims, the Company recognized these revenues at the time and to
      the
      extent the cash is collected. Processing of insurance claims with extended
      collections terms creates an uncertainty in realization of repair revenue,
      therefore the Company recognizes these revenues at the time and to the extent
      the cash is collected.




Sales
      of
      auto repair parts and accessories revenues are recognized upon the delivery
      of
      the products to the customers.




Commission
      revenues on automobile insurances are recognized when the insurance policies
      are
      executed and become effective. The Company has contracts with the insurance
      companies to specify the fixed commission rates. The Company bears the risk
      of
      the loss of the commission income if the customers cancel the insurance policies
      prior to commission income being received. Based on the historical information
      since the inception of its operations, the Company has not experienced any
      material cancellations of policies from its customers or loss of commission
      income.




**Cost
      of Revenues**




Cost
      of
      revenues includes repair parts and tools, labor and overhead cost for the repair
      serviced performed during the years. The Company did not capitalize any repair
      costs related to the repair services completed but not yet collected as of
      the
      reporting date as the related repair revenues were not assured and realization
      of those repair prices were uncertain. Accordingly the realization of those
      repair costs is uncertain and therefore should not be capitalized.




**Allowance
      for Doubtful Accounts**




Deep
      Field maintains an allowance for doubtful accounts for estimated losses
      resulting from the inability of its customers to make required payments.
      Allowance for doubtful accounts is based on its assessment of the collectibility
      of specific customer accounts, the aging of accounts receivable, its history
      of
      bad debts, and the general condition of the industry. If a major customer’s
      credit worthiness deteriorates, or its customers’ actual defaults exceed
      historical experience, its estimates could change and impact its reported
      results. Deep Field recognized the repair revenues for insurance claims at
      the
      time and to the extent the cash is collected. Deep Field has not experienced
      any
      significant amount of bad debt on the repair part sales and commission income
      in
      the past.




**Inventories**




Inventories
      are stated at lower of cost (using the first-in, first-out method) or market.
      Deep Field continually evaluates the composition of its inventories, assessing
      slow-moving and ongoing products. Deep Field’s products contain parts and paints
      used for auto repairs. Our inventories include primarily repair parts, which
      can
      be commonly used on most of the auto repairs. Certain parts, which are
      exclusively used for certain models of automobiles, are ordered as needed.
      The
      Company provided a reserve for slowing-moving and obsolete
      inventories.




26




**Financial
      Instruments and Concentrations of Credit Risk**




The
      Company’s financial instruments consist of cash, accounts receivable, accounts
      payable, accrued expenses, derivative financial instruments, other current
      liabilities, and convertible debenture financing. Management believes the
      carrying values of accounts receivable, accounts payable, accrued expenses,
      notes payable, and other current liabilities approximate their fair values
      due
      to their short-term nature. The fair value of convertible debentures is
      estimated to be approximately $4,547,587 as of March 31, 2007.




The
      Company generally does not use derivative financial instruments to hedge
      exposures to cash-flow risks or market-risks that may affect the fair values
      of
      its financial instruments. However, certain other financial instruments, such
      as
      warrants and embedded conversion features that are indexed to the Company’s
      common stock, are classified as liabilities when either (a) the holder possesses
      rights to net-cash settlement or (b) physical or net-share settlement is not
      within the control of the Company. In such instances, net-cash settlement is
      assumed for financial accounting and reporting, even when the terms of the
      underlying contracts do not provide for net-cash settlement. Such financial
      instruments are initially recorded at fair value and subsequently adjusted
      to
      fair value at the close of each reporting period.




The
      caption “Derivative Financial Instruments” consists of (i) the fair values
      associated with derivative features embedded in the convertible debentures,
      and
      (ii) the fair values of the detachable warrants that were issued in connection
      with the convertible debentures financing arrangement.




The
      Company utilizes various types of financing to fund its business needs,
      including convertible preferred stock, convertible debentures, and other
      instruments indexed to the Company’s own stock. The embedded conversion features
      utilized in these instruments require periodic measurement of the fair value
      of
      the derivative components. Pursuant to FAS 133, FAS 155, and EITF 00-19, the
      Company updates the fair value of these derivative components at each reporting
      period.




**Income
      Tax Valuation Allowance**




Deferred
      tax assets are reduced by a valuation allowance when, in the opinion of
      management, it is more likely than not that some portion or all of the deferred
      tax assets will not be recognized. The Company has recorded a 100% valuation
      allowance as March 31, 2007.




**Foreign
      Currency Translation**




Amounts
      reported in the accompanying condensed consolidated financial statements and
      disclosures are stated in U.S. Dollars, unless stated otherwise. The functional
      currency of the Company is reported in U.S. dollars while the Company’s 95%
      owned subsidiary, which accounted for most of the Company’s operations, is
      reported in Renminbi (“ RMB ”).
      Foreign currency transactions during the three (3) months ended March 31, 2007,
      and 2006 are translated into RMB according to the prevailing exchange rate
      at
      the transaction dates.




For
      the
      purpose of preparing the condensed consolidated financial statements, the assets
      and liabilities of the Company’s foreign subsidiary have been translated into
      U.S. dollars at the current rate as of the period end and the condensed
      consolidated statements of operations have been translated into U.S. dollars
      at
      the weighted average rates during the periods the transactions were recognized.




The
      resulting translation gain (loss) adjustments are recorded as other
      comprehensive income (loss) in the condensed consolidated statements of
      operations and comprehensive loss and as a separate component of condensed
      consolidated statements of stockholders’ equity (deficit). Where the U.S. dollar
      is used as the functional currency, foreign currency gains and losses are
      reflected in income.




27




**Financial
      Accounting Standards Board Interpretation No. 48**




The
      Company adopted the provisions of Financial Accounting Standards Board
      (" FASB ")
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an
      interpretation of FASB Statement No. 109” (“ FIN
      48 ”),
      on
      January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income
      taxes
      recognized in an enterprise's financial statements in accordance with FASB
      Statement 109, “Accounting for Income Taxes”, and prescribes a recognition
      threshold and measurement process for financial statement recognition and
      measurement of a tax position taken or expected to be taken in a tax return.
      FIN
      48 also provides guidance on derecognition, classification, interest and
      penalties, accounting in interim periods, disclosure and transition.




Based
      on
      its evaluation, the Company has concluded that there are no significant
      uncertain tax positions requiring recognition in its financial statements.
      The
      Company’s evaluation was performed for the tax years ended December 31, 2006,
      2005, and 2004 (inception year), the tax years which remain subject to
      examination by major tax jurisdictions as of March 31, 2007.




The
      Company may from time to time be assessed interest or penalties by major tax
      jurisdictions, although any such assessments historically have been minimal
      and
      immaterial to the Company’s financial results. In the event the Company has
      received an assessment for interest and/or penalties, it has been classified
      in
      the financial statements as interest expense.




**Financial
      Results For The Three (3) Months Ended March 31, 2007 As Compared With March
      31,
      2006**




The
      Company collected and recognized revenue in the amount of $595,270 for the
      three
      (3) months ended March 31, 2007 related to sales of insurance and auto repair
      services, compared with $421,325 for the same period in 2006, an increase of
      $173,945 or 41%. The increase was primarily due to increase of cash collections
      on repair services through the expansion of facilities and market penetration,
      in accordance with management’s plan. The majority of our new facilities was
      opened in the fourth quarter of 2005 and grew into full operation in the first
      quarter of 2006. Deep Field recognized the repair revenues related to the
      insurance claims upon all the criteria for revenue recognition are met which
      is
      when the cash is collected. The increase in revenues reflects the increase
      of
      cash collections from the repair services performed in the previous
      periods.




As
      previously stated, revenues are recognized upon the cash being received and
      costs related to auto repairs pursuant to insurance claims are expensed as
      incurred. This method does not allow for the matching of repair revenues for
      insurance claims with their related costs. Accordingly, gross profits for 2007
      and 2006 as stated in Deep Field’s condensed consolidated statements of
      operations for those periods do not present gross margins from normal business
      transaction, but merely cash collected for repair services on insurance claims
      and repair cost incurred during the periods. Had Deep Field been able to record
      the repair revenues for insurance claims upon completion of repair services,
      it
      would have been able to present a more meaningful measurement of its gross
      profit from those activities. Deep Field has every expectation of collecting
      its
      outstanding claims with the insurance companies in full. Since the costs
      associated with services completed but related revenues have already been
      recorded in the accompanying condensed consolidated statement of operations,
      the
      future collection of these amounts will increase gross profit with no associated
      costs.  Gross
      loss for the three (3) months ended March 31, 2007 was $118,775 compared with
      $99,324 for the same period in 2006, an increase of $19,451 or 20%.
      The increase was due to revenues being recognized upon collection while the
      cost of revenues was recorded as incurred. Gross loss as a percentage of
      revenues declined from 24% in the first quarter of 2006 to 20% in the first
      quarter of 2007.




Due
      to
      its limited operating history and extended payment terms given to the insurance
      companies, Deep Field was unable to demonstrate successful full collections
      of
      its repair services for insurance claims. Therefore, the Company recognized
      the
      repair revenues related to the insurance claims when the Company received cash.
      The cost of repair services was recorded as incurred. Therefore the cost of
      revenues was not matching the revenues in the accompanying condensed
      consolidated statements of operations, and the gross margin percentage was
      not
      comparable between 2007 and 2006. Once sufficient collection history is
      established, the Company will be able to better estimate the collection amount
      and records the revenues upon the completion of the repair services. Until
      then,
      the Company expects to continue to recognize the revenues upon the cash
      collections and the cost of revenues will not match the revenues.




28




Selling
      expenses were $276,095 for the three (3) months ended March 31, 2007, compared
      with $ 318,248
      for the same period in 2006, a decrease of $ 42,153
      or 13%.
      The
      decrease reflects the diminished expenditures on trade shows and similar
      business promotion activities, which were heavily employed during the early
      stages of the company’s business expansion in 2006, and more reliance on viral
      marketing and business and government relationships to drive
      revenues. The
      Company expects this trend to continue as management concentrates on
      building and maximizing relationships to grown business revenues through
      contracts with government agencies and other institutional sources.




General
      and administrative expenses were $695,803 for the three (3) months ended March
      31, 2007, compared with $ 389,677
      for the same period in 2006, an increase of $306,126 or 79%.
      The
      increase was primarily due to the additional professional fees associated with
      the completion of the Exchange Agreement with AutoMart and the additional cost
      of legal and auditing services associated with the inclusion of the company’s
      operating subsidiary in its regulatory reporting.




Interest
      expense was $118,856 for the three (3) months ended March 31, 2007. This was
      primarily interest accrued on promissory notes and convertible debentures held
      by Cornell Capital assumed by the company in connection with the Exchange
      Agreement. There was no interest expense for the same period in 2006 .




The
      company recognized a gain of $8,712,524 from the change in fair value of
      derivative financial instruments during the three (3) months ended March 31,
      2007. The embedded conversion feature and warrants reflected on the condensed
      consolidated balance sheet are adjusted based on the quoted market prices of
      the
      Company’s stock. Since the quoted market price of the Company’s stock declined
      after the execution of the convertible debentures, the decline of the fair
      value
      of these derivative financial statements was reflected in the accompanying
      condensed consolidated statements of operations. There was no similar gain
      for
      the same period in 2006.




The
      company recognized a loss on extinguishment of debt of $12,354,544, which
      represents the excess of the fair value of the convertible debenturess over
      the
      carrying value of the debt being extinguished. There was no similar loss for
      the
      same period in 2006.




**Liquidity
      and Capital Resources**




Net
      cash
      used for operating activities for the three (3) months ended March 31, 2007
      totaled $839,751 compared to $175,201 for the three (3) months ended March
      31,
      2006, an increase of $664,550 or 379%. The increase was primarily due to an
      increase of net loss excluding all the non-cash items of $1,080,698 compared
      to
      $682,116 for the same period of 2006, a net increase of $398,573, an increase
      in
      accounts receivable of $46,132 compared to a decrease in accounts receivable
      of
      $206,803, and a decrease in accounts payable of $11,020 for 2007 compared to
      an
      increase of accounts payable of $329,629 for 2006.




During
      the last quarter of 2005 and the year of 2006, Deep Field’s insurance repair
      revenues exceeded initial projections by the major auto insurance carriers.
      Due
      in part to this underestimation the insurance companies failed to properly
      budget Deep Field into their fiscal budget for those periods. This
      miscalculation caused our outstanding claims for repair services with the
      insurance companies exceed our target levels and aging to extend beyond the
      normal collect time frame. In March 2007, Deep Field management met with the
      major insurance companies to address this issue and resolved the matter thru
      the
      establishment of payment schedules to collect the old account receivable
      balance. Agreements were reached to provide collection of all such balances
      over
      a six (6) month period from April, 2007 through September, 2007.




Those
      negotiations also established guidelines for billing and collection of
      receivables from these institutions, providing for collection of billed
      receivable balances within four (4) months of submission of all relevant
      documents. However, as a result, in part, of the extended time required to
      collect these receivables, revenue recognition guidelines require that Deep
      Field defer recognition of revenues, and resulting accounts receivable, until
      such revenues are collected. Accordingly, amounts of receivable from insurance
      claims are not recorded in the accompanying financial statements. Accounts
      receivable as shown on the Company’s financial statements as of March 31, 2007
      represent amounts receivable related to commission income, repair service from
      non-insurance customers and repair parts sales.




29




As
      of
      March 31, 2007 the Company had approximately $3.9 million representing repair
      services being completed but the repair prices have not yet been fixed and
      determinable. Accordingly, such amounts have not yet been recognized as
      revenues. The Company expects to collect these amounts in the near future,
      however, due to the insufficient history to reasonably estimate the amounts
      to
      be collected, the Company recognizes the revenues upon the cash collections
      of
      these repair services.




As
      a
      result of business growth and substantial increases in collections periods
      for
      the repair serviced performed by Deep Field related to insurance claims, its
      cash reserves are continuously strained. Deep Field’s ability to meet its
      short-term obligations are dependent on securing additional short-term financing
      to accommodate its working capital needs until collections can be collected
      within a reasonable period.




Net
      cash
      used for investing activities for the three (3) months ended March 31, 2007
      was $278,257, compared to $141,419 for the same period in 2006, an increase
      of
      $136,838. The Company advanced cash to Mayflower Auto Group, LLC, which provided
      cash management services for the Company through the period of the merger while
      in 2006, there was no such advances. In 2006, as the Company opened new
      facilities, it also incurred expenditures for property, equipment and leasehold
      improvements.




Net
      cash
      provided by financing activities for the three (3) months ended March 31, 2007
      was $1,129,523, compared with $296,223 for the three (3) months ended March
      31,
      2006, an increase of $833,300 or 281%. The increase was primarily due to the
      receipt of proceeds from the issuance of $800,000 of convertible debentures
      to
      Cornell Capital (net of financing fees of $97,500). Additional cash was provided
      by increases in loans from stockholders and employees.




During
      the first quarter of 2007, Deep Field borrowed an additional $800,000 to finance
      legal and professional expenses, a substantial portion of which was related
      to
      the Merger, certain compensation expenses and travel costs. It is anticipated
      that Deep Field will continue to rely on outside financing sources to meet
      its
      working capital requirements, until it can raise capital through the
      registration and sale of its Class A Common. Deep Field will likely need to
      develop additional plans to deal with the liquidity shortage that has, and
      continues to, affect its ability to finance its operations. Such plans will
      include a reduction in occupancy of office space in its Beijing headquarters
      facility, significant reductions in employee levels and the elimination of
      non-performing retail facilities.




On
      the
      Restructuring Date (March 1, 2007), Deep Field issued a secured convertible
      Debenture 1 to Cornell Capital in exchange for the surrendering by Cornell
      Capital of that certain Note, dated on or about February 28, 2005, issued by
      Deep Field to Cornell Capital in the original principal amount of Five Hundred
      Thousand Dollars ($500,000), of which Two Hundred Thousand Dollars ($200,000)
      had been funded on August 13, 2004 pursuant to that certain subsequently
      terminated SPA dated August 13, 2004, Two Hundred Thousand Dollars ($200,000)
      had been funded on November 17, 2004 pursuant to the SPA and One Hundred
      Thousand Dollars ($100,000) had been funded on February 28, 2005 pursuant to
      the
      Note. Debenture 1 was issued to consolidate the Note plus accrued and unpaid
      interest to the date thereof totaling One Hundred Thirteen Thousand Nine Hundred
      Seventeen Dollars and Eighty-One Cents ($113,917.81) for a total amount of
      Six
      Hundred Thirteen Thousand Nine Hundred Seventeen Dollars and Eighty-One Cents
      ($613,917.81). All obligations under the original Note have been extinguished,
      and replaced with Debenture 1.




Interest
      shall accrue on the outstanding principal balance of Debenture 1 at an annual
      rate equal to twelve percent (12%) through March 1, 2008. Debenture 1 shall
      be
      convertible into shares of Class A common stock of Deep Field, no par value
      per
      share (“Common Stock”) at the option of the holder, in whole or in part at any
      time and from time to time, after the Original Issue Date (as defined in
      Debenture 1) subject to certain limitations on conversion set forth therein.
      The
      number of shares of Common Stock issuable upon a conversion hereunder equals
      the
      quotient obtained by dividing (x) the outstanding amount of Debenture 1 to
      be
      converted by (y) the lesser of (i) one hundred twenty percent (120%) of the
      closing bid price of the Common Stock, as quoted by Bloomberg, LP on the date
      thereof or (ii) eighty percent (80%) of the lowest closing bid price of the
      Common Stock during the five (5) trading days immediately preceding the date
      of
      conversion as quoted by Bloomberg, LP. Deep Field shall not effect any
      conversions of Debenture 1 and the holder shall not have the right to convert
      any portion of Debenture 1 or receive shares of Common Stock as payment of
      interest hereunder to the extent that after giving effect to such conversion
      or
      receipt of such interest payment, the holder, together with any affiliate
      thereof, would beneficially in excess of 4.99% of the number of shares of Common
      Stock outstanding immediately after giving effect to such conversion or receipt
      of shares as payment of interest.




30




Debenture
      1 is secured by (i) a security interest in all of the assets of Deep Field
      as
      evidenced by that certain Deep Field Security Agreement dated August 13, 2004,
      by and between Deep Field and Cornell Capital and perfected by the Deep Field
      UCC Financing Statement previously filed with the Nevada Secretary of State
      UCC
      Division document file no.: 2004025876-4 and New Jersey Department of the
      Treasury UCC Section filing no.: 2253737-9, (ii) a security interest in all
      of
      the assets of Mayflower as evidenced by that certain Mayflower Security
      Agreement originally dated September 15, 2005 and amended and restated on or
      about February 13, 2007, by and between Mayflower and the Holder and perfected
      by the UCC-1 filed with the Florida Secured Transaction Registry No.:
      200501444449 and (iii) the Mayflower Pledged Shares, as such term is defined
      in
      and pursuant to that certain Mayflower-Jinche Pledge Agreement dated on or
      about
      February 13, 2007, by and among Cornell Capital, Mayflower and Beijing Jinche
      Yingang Automobile Service Center, a company organized under the laws of The
      People’s Republic of China.




On
      the
      Restructuring Date, Deep Field issued Debenture 2 to Cornell Capital in exchange
      for the surrendering by Cornell Capital of the “Second Note, originally issued
      by Mayflower to Cornell Capital in the original principal amount of One Million
      Five Hundred Thousand Dollars ($1,500,000). Deep Field, Mayflower and Cornell
      Capital entered into that certain assignment and assumption agreement, dated
      February 13, 2007, pursuant to which Mayflower assigned to Deep Field, and
      Deep
      Field assumed from Mayflower, the liabilities under the Second Note to be bound
      by the terms thereunder. Debenture 2 was issued to consolidate the Second Note
      plus accrued and unpaid interest to the date thereof totaling Fifty-Six Thousand
      Seven Hundred Twelve Dollars and Thirty-Three Cents ($56,712.33) for a total
      amount of One Million Five Hundred Fifty-Six Thousand Seven Hundred Twelve
      Dollars and Thirty-Three Cents ($1,556,712.33). All obligations under the Second
      Note have been extinguished, and replaced with Debenture 2.




Interest
      shall accrue on the outstanding principal balance of Debenture 2 at an annual
      rate equal to twelve percent (12%) through March 1, 2008. Debenture 2 shall
      be
      convertible into shares of Common Stock at the option of the holder, in whole
      or
      in part at any time and from time to time, after the Original Issue Date (as
      defined in Debenture 2) subject to certain limitations on conversion set forth
      therein. The number of shares of Common Stock issuable upon a conversion
      hereunder equals the quotient obtained by dividing (x) the outstanding amount
      of
      Debenture 2 to be converted by (y) the lesser of (a) one hundred twenty percent
      (120%) of the closing bid price of the Common Stock, as quoted by Bloomberg,
      LP
      on the date thereof or (b) eighty percent (80%) of the lowest closing bid price
      of the Common Stock during the five (5) trading days immediately preceding
      the
      date of conversion as quoted by Bloomberg, LP. Deep Field shall not effect
      any
      conversions of Debenture 2 and the holder shall not have the right to convert
      any portion of Debenture 2 or receive shares of Common Stock as payment of
      interest hereunder to the extent that after giving effect to such conversion
      or
      receipt of such interest payment, the holder, together with any affiliate
      thereof, would beneficially in excess of 4.99% of the number of shares of Common
      Stock outstanding immediately after giving effect to such conversion or receipt
      of shares as payment of interest. Debenture 2 is secured by the Security
      Documents.




On
      the
      Restructuring Date, Deep Field issued Debenture 3 to Cornell Capital in exchange
      for the surrendering by Cornell Capital of the Third Note, originally issued
      by
      Mayflower to Cornell Capital in the original principal amount of One Million
      Eight Hundred Fifty Thousand Dollars ($1,850,000). Deep Field, Mayflower
      and Cornell Capital entered into that certain assignment and assumption
      agreement, dated February 13, 2007, pursuant to which Mayflower assigned to
      Deep
      Field, and Deep Field assumed from Mayflower, the liabilities under the Third
      Note to be bound by the terms thereunder. Debenture 3 was issued to consolidate
      the Third Note plus accrued and unpaid interest to the date thereof totaling
      Two-Hundred Sixty Thousand Dollars and Three Cents ($260,926.03) for a total
      amount of Two Million One Hundred and Ten Thousand Nine Hundred and Twenty-Six
      Dollars and Three Cents ($2,110,926.03). All obligations under the Third Note
      have been extinguished, and replaced with Debenture 3.




31




Interest
      shall accrue on the outstanding principal balance of Debenture 3 at an annual
      rate equal to twelve percent (12%) through March 1, 2008. Debenture 3 shall
      be
      convertible into shares of Common Stock at the option of the holder, in whole
      or
      in part at any time and from time to time, after the Original Issue Date (as
      defined in Debenture 3) subject to certain limitations on conversion set forth
      therein. The number of shares of Common Stock issuable upon a conversion
      hereunder equals the quotient obtained by dividing (x) the outstanding amount
      of
      Debenture 3 to be converted by (y) the lesser of (a) one hundred twenty percent
      (120%) of the closing bid price of the Common Stock, as quoted by Bloomberg,
      LP
      on the date thereof or (b) eighty percent (80%) of the lowest closing bid price
      of the Common Stock during the five (5) trading days immediately preceding
      the
      date of conversion as quoted by Bloomberg, LP. Deep Field shall not effect
      any
      conversions of Debenture 3 and the holder shall not have the right to convert
      any portion of Debenture 3 or receive shares of Common Stock as payment of
      interest hereunder to the extent that after giving effect to such conversion
      or
      receipt of such interest payment, the holder, together with any affiliate
      thereof, would beneficially in excess of 4.99% of the number of shares of Common
      Stock outstanding immediately after giving effect to such conversion or receipt
      of shares as payment of interest. Debenture 3 is secured by the Security
      Documents.




On
      March
      19, 2007, Deep Field entered into the Purchase Agreement with Cornell Capital
      whereby Deep Field sold to Cornell Capital, and Cornell Capital purchased from
      Deep Field, Eight Hundred Thousand Dollars ($800,000) of Deep Field’s secured
      convertible March Debentures for a total purchase price of Eight Hundred
      Thousand Dollars ($800,000). In connection with the Purchase Agreement, Deep
      Field paid, directly out of the proceeds of this funding, a fee equal to ten
      percent (10%) of the purchase price, a structuring fee equal to Twelve Thousand
      Five Hundred Dollars ($12,500) and a due diligence fee equal to Three Thousand
      Dollars ($3,000) to Yorkville Advisors, LLC.




Interest
      shall accrue on the outstanding principal balance of the March Debentures at
      an
      annual rate equal to twelve percent (12%) through March 19, 2008. The March
      Debentures shall be convertible into shares of Common Stock at the option of
      the
      holder, in whole or in part at any time and from time to time, after the
      Original Issue Date (as defined in the March Debentures) subject to certain
      limitations on conversion set forth therein. The number of shares of Common
      Stock issuable upon a conversion hereunder equals the quotient obtained by
      dividing (x) the outstanding amount of the March Debentures to be converted
      by
      (y) the lesser of (a) $0.102 or (b) eighty percent (80%) of the lowest closing
      bid price of the Common Stock during the five (5) trading days immediately
      preceding the date of conversion as quoted by Bloomberg, LP. Deep Field shall
      not effect any conversions of the March Debentures and the holder shall not
      have
      the right to convert any portion of the March Debentures or receive shares
      of
      Common Stock as payment of interest hereunder to the extent that after giving
      effect to such conversion or receipt of such interest payment, the holder,
      together with any affiliate thereof, would beneficially in excess of 4.99%
      of
      the number of shares of Common Stock outstanding immediately after giving effect
      to such conversion or receipt of shares as payment of interest.




The
      March
      Debentures are secured by (i) Deep Field Security Agreement, (ii) Deep Field
      UCC
      and (ii) those shares of Common Stock pledged pursuant to that certain Pledge
      Agreement, of even date with the Purchase Agreement, by and among Mr. Chuen
      Kin
      Quek, Deep Field, Cornell Capital and David Gonzalez, Esq., as escrow agent.




**Off-Balance
      Sheet Transactions**




Deep
      Field has no material off-balance sheet transactions.




32




**Going
      Concern**




The
      accompanying condensed consolidated financial statements of Deep Field have
      been
      prepared in conformity with accounting principles generally accepted in the
      United States of America, which contemplates continuation of the Company as
      a
      going concern.




Deep
      Field had a net loss of $4,891,318 and $815,790 for the three (3) months ended
      March 31, 2007 and 2006, respectively, negative cash flows from operations
      of
      $839,751 and $175,201 for the three (3) months ended March 31, 2007 and 2006,
      respectively, and an accumulated deficit of $10,290,510 and working capital
      deficit of $12,812,716 as of March 31, 2007. The Company has been relying on
      capital contributed by its stockholders and other debt financing to meet its
      cash requirements. This raises substantial doubt about the Company’s ability to
      continue as a going concern. Therefore, recoverability of a major portion of
      the
      recorded asset amounts shown in the accompanying balance sheet is dependent
      upon
      continued operations of the Company, which in turn, is dependent upon the
      Company’s ability to raise capital and/or generate positive cash flow from
      operations.




It
      is
      management’s intention to seek additional working capital from the registration
      of its common shares and distribution through private placements during the
      remaining of 2007. The amount of such offerings will be determined by the
      expected amount of internally generated cash flows, and is expected to be
      sufficient to meet the Company’s working capital requirements for the next
      twelve (12) months. The Company is also implementing a plan to reduce its
      operating costs and accelerate its time to collect its accounts receivable,
      which is expected to increase its net cash inflows in the next twelve
      months.




On
      February 13, 2007, Deep Field completed its acquisition of AutoMart, a
      cooperative joint venture organized under the laws of The People’s Republic of
      China, and that company (the former Deep Field) no longer exists for accounting
      purpose after this acquisition.




The
      accompanying condensed consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of recorded
      assets, or the amounts and classification of liabilities that might be necessary
      in the event the Company cannot continue in existence.




**New
      Accounting Pronouncements**




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities”. The objective of this statement 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 by the board to expand the use of fair
      value measurement, which is consistent with the Board's long-term measurement
      objectives for accounting for financial instruments. This statement is effective
      for fiscal years beginning after November 15, 2007. The Company is currently
      evaluating the impact of adopting this statement; however, the Company does
      not
      expect the adoption of this provision to have a material effect on its financial
      position, results of operations or cash flows.




**Risk
      Factors**




An
      investment in Deep Field’s Common Stock involves various risks. You should
      carefully consider the risk factors set forth below in connection with the
      other
      information contained in this report before purchasing Common Stock. If any
      of
      the risks discussed in this report actually occur, the Company’s business,
      operating results, prospects and/or financial condition could be adversely
      impacted. This could cause the market price of the Common Stock to decline
      and
      could cause you to lose all or part of your investment.




33




***Deep
      Field’s Majority-Owned Subsidiary, AutoMart, Is A Company Organized In And
      Operating Under The Laws Of The Peoples Republic Of
      China.***




AutoMart’s
      original predecessor, Jinche, a corporation duly registered and existing under
      the laws of the People's Republic of China. Jinche had previously acquired
      all
      of the operating assets and business of Beijing Shang Fang Weiye Car Sale Co.,
      Ltd., which is registered and existing under the laws of the People's Republic
      of China. In anticipation of the Exchange Agreement with Deep Field, AutoMart
      obtained approval from all appropriate PRC regulatory authorities to operate
      pursuant to the ownership and operating structure contemplated in the Exchange
      Agreement. AutoMart’s commercial operations are conducted solely in the PRC, and
      are subject to the laws thereof. Such laws are subject to change and any such
      change could affect AutoMarts operations and ability to conduct its business
      as
      anticipated in the exchange agreement.




***Deep
      Field’s Operating History Is Relatively Brief.***




The
      majority of Deep Field’s facilities have been added within the past sixteen (16)
      months, and our experience in managing these operations profitably is therefore
      limited.




***In
      The Near Term, Deep Field Will Likely Require Additional Funding For The
      Development And Expansion Of Its Operations.***




Deep
      Field will require significant additional funding for the development of its
      business through expansion of its existing facilities, development of new
      facilities in Beijing and throughout China, expansion of its product and service
      offerings, and the addition of related vertical businesses. Deep Field has
      no
      established bank financing arrangements, and does not expect to establish any
      such financing arrangement in the near future. Therefore, to the extent that
      Deep Field is unable to fund its development efforts from operating working
      capital, it will likely be necessary to reconsider expansion plans, and its
      ability to sustain its market revenue share may be adversely
      affected.




***Deep
      Field Will Require Significant Expansion In Order To Remain
      Competitive.***




While
      Deep Field currently enjoys a leadership position in the auto repair and
      maintenance industry in the Beijing area, it expects increasing competitive
      pressure in the next few years, and it must continue to grow to maintain that
      position in the market. Deep Field does not expect to be able to fund all of
      this growth through internally generated cash flow, and there is no guarantee
      that it will be able to secure sufficient financing to fund this further
      expansion.




***If
      Deep Field Loses Key Management, Its Business May
      Suffer.***




Deep
      Field is highly dependent on its Chief Executive Officer, Mr. Pang Guisan,
      as
      well as its executive management group to manage its business and carry out
      its
      growth plan. Should any occurrence result in the incapacity of any of these
      officers to continue their duties with Deep Field, the operation of its business
      could be adversely affected.




***Deep
      Field Will File A Registration Statement Registering Shares That May Be Sold
      In
      The Public Market in 2007 Which May Cause The Price Of Its Common Stock To
      Decline.***




Deep
      Field is obligated under an agreement with certain of its investors to file
      a
      registration statement to register shares of Common Stock. These shares of
      Class
      A Common, upon acquisition pursuant to the registration statement, unless held
      by “affiliates” will be freely tradable without restriction or further
      registration under federal securities laws immediately following their sale
      pursuant to the registration. Sales of a substantial number of shares of Class
      A
      Common in the public markets, or the perception that these sales may occur,
      could cause the market price of its Class A Common to decline and could
      materially impair its ability to raise capital through the sale of additional
      equity securities.




34




***If
      Deep Field Cannot Raise Additional Capital To Finance Future Operations, It
      May
      Need To Curtail Its Operations In The Future.***




Deep
      Field has relied on significant external financing to fund its operations.
      Such
      financing has historically come from a combination of borrowings and sales
      of
      securities from third parties and funds provided by certain officers and
      directors. The Company cannot assure you that financing whether from external
      sources or related parties will be available if needed or on favorable terms.
      Its inability to obtain adequate financing will result in the need to curtail
      business operations. Any of these events would be materially harmful to its
      business and may result in a lower stock price. While Deep Field has recently
      raised sufficient working capital to fund its operations, it will need to raise
      additional capital to fund its future operations.




***Deep
      Field’s Officers Control A Significant Percentage Of Its Capital Stock And Has
      Sufficient Voting Power To Control The Vote On Substantially All Corporate
      Matters.***




As
      of
      June 8, 2007, the executive officers and Directors of Deep Field owned
      approximately 55.65% of its Class A Common and approximately 76.09% of its
      Class
      B Common. Additionally, each share of Deep Field’s Class B Common represents one
      hundred (100) Class A Common votes. The executive officers and Directors are,
      therefore, able to influence all matters requiring stockholder approval,
      including the election of directors and approval of significant corporate
      transactions. This concentration of ownership, which is not subject to any
      voting restrictions, could limit the price that investors might be willing
      to
      pay for its Class A Common. In addition, these executive officers and directors
      are in a position to impede transactions that may be desirable for other
      stockholders. They could, for example, make it more difficult for anyone to
      take
      control of Deep Field.




***Deep
      Field Does Not Expect To Pay Dividends In The Foreseeable
      Future.***




Deep Field intends
      to retain any future earnings to finance the growth and development of its
      business. Therefore, it does not expect to pay any cash dividends in
      the foreseeable future. Any future dividends will depend on its earnings, if
      any, and its financial requirements.




***The
      Market Price Of Deep Field’s Common Stock May Be Affected By A Limited Trading
      Volume and May Fluctuate Significantly***




There
      has
      been a limited public market for Deep Field’s Class A Common and there can be no
      assurance that an active trading market for its stock will continue. An absence
      of an active trading market could adversely affect its stockholders’ ability to
      sell their Class A Common in short time periods, or possibly at all. Deep
      Field’s Class A Common has experienced, and is likely to experience in the
      future, significant price and volume fluctuations, which could adversely affect
      the market price of its stock without regard to its operating performance.
      In
      addition, factors such as quarterly fluctuations in its financial results
      and changes in the overall economy or the condition of the financial markets
      could cause the price of Deep Field’s Class A common stock to fluctuate
      substantially.




***Deep
      Field’s Class A Common Stock Is Deemed To Be “Penny Stock”, Which May Make It
      More Difficult For Investors To Sell Their Shares Due To Suitability
      Requirements***




Deep
      Field’s Class A Common is deemed to be “penny stock” as that term is defined in
      Rule 3a51-1 promulgated under the Exchange Act. These requirements may reduce
      the potential market for its Class A Common by reducing the number of potential
      investors. This may make it more difficult for investors in Deep Field’s Class A
      Common to sell shares to third parties or to otherwise dispose of them. This
      could cause its stock price to decline. Penny stocks are stock:




·
            With
                a price of less than $5.00 per
                share;




·
            That
                are not traded on a “recognized” national
                exchange;




35




·
            Whose
                prices are not quoted on the NASDAQ automated quotation system (NASDAQ
                listed stock must still have a price of not less than $5.00 per share);
                or




·
            Of
                issuers with net tangible assets less than $2.0 million (if the issuer
                has
                been in continuous operation for at least three (3) years)or $5.0
                million
                (if in continuous operation for less than three (3) years), or with
                average revenues of less than $6.0 million for the last three years.
                Broker/dealers dealing in penny stocks are required to provide potential
                investors with a document disclosing the risks of penny stocks. Moreover,
                broker/dealers are required to determine whether an investment in
                a penny
                stock is a suitable investment for a prospective
                investor.




***Future
      Sales Of Deep Field’s Common Stock Could Cause Its Stock Price To
      Decline.***




The
      sale
      of a large number of Deep Field’s shares, or the perception that such a sale may
      occur, could lower its stock price. Such sales could make it more difficult
      for
      the Company to sell equity securities in the future at a time and price that
      it
      considers appropriate. As of June 8, 2007,
      approximately****91,081,635****shares of
      Deep Field’s Class A Common could be considered “restricted securities” and
      saleable only upon registration under the Securities Act, upon compliance with
      Rule 144 of the Securities Act, or pursuant to another exemption from
*registration.*




***Issuance
      Of Deep Field’s Reserved Shares Of Its Common Stock May Significantly Dilute The
      Equity Interest Of Existing Stockholders.***




Deep
      Field has reserved for issuance, shares of its Class A Common upon exercise
      or
      conversion of stock options, warrants, or other convertible securities that
      are
      presently outstanding including the 54,333,333 warrants subsequently issued
      to Cornell Capital upon execution of the Assignment Agreement effective as
      of
      February 28, 2007. Issuance of these shares will have the effect of diluting
      the
      equity interest of our existing stockholders and could have an adverse effect
      on
      the market price for Deep Field’s Class A Common. As of June 8, 2007, Deep Field
      had all of its remaining authorized shares, approximately 9,886,404,381 shares
      of Class A Common, reserved for possible future issuance.




***Deep
      Field Has Been Unable To Meet Its Obligations To Employees For age And Welfare
      Payments, Which May Affect The Ability of Deep Field To Provide Services At
      Peak
      Levels***




As
      a
      result of the cash shortage, caused in part by the delay in collecting its
      receivables from insurance claims, Deep Field has been unable to meet its
      obligations to employees for wage and welfare payments. During recent weeks,
      a
      significant portion of its workers have left their jobs, and Deep Field is
      currently operating at approximately fifty percent (50%) of its employment
      levels. The Company has adjusted to this event by reassigning workers to
      profitable operating facilities, and temporarily closing two (2) facilities
      that
      were not operating profitably. However, the long-term effect of the reduction
      in
      workforce cannot be measured at this time. Management is working to collect
      its
      receivables and secure third party financing to meet its accrued payroll
      requirements.




***Deep
      Field Has Been The Subject Of A Going Concern Opinion For
      December 31, 2006 From Our Independent Auditors, Which Means That It
      May Not Be Able To Continue Operations Unless It Can Become Profitable Or
      Obtain Additional Funding***




The
      Company has received a going concern opinion from its independent auditors
      for
      the year ended December 31, 2006. Its continuation as a going concern is
      dependent upon obtaining the financing necessary to operate its business until
      it can grow its revenues and cash flows to an appropriate level that would
      accommodate the additional working capital required to accommodate its
      administrative overhead and meet its legal, accounting and other obligations
      as
      a publicly traded company. The financing of its working capital needs are
      expected to be provided from short-term debt financing and the sale of Common
      Stock in one or more private placement offerings. However, there can be no
      assurance that it will be successful in these efforts.




36




**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**




**Evaluation
      Of Disclosure Controls And Procedures**




Management
      of the Company has evaluated, with the participation of the Chief Executive
      Officer and Chief Financial Officer of the Company, the effectiveness of the
      Company’s 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 three month period covered
      by this Report on Form 10-QSB. The Company’s disclosure controls and procedures
      are designed to provide a reasonable level of assurance of achieving the
      Company’s disclosure control objectives. Based
      on
      that evaluation, the Chief Executive Officer and Chief Financial Officer of
      the
      Company have concluded that the Company’s disclosure controls and procedures as
      of the end of the three (3) month period covered by this Quarterly Report on
      Form 10-QSB are deficient in some areas, as indicated by the number of material
      adjustments to the financial statements discovered by the Company’s independent
      accountants in
      connection with their (unaudited) review of its financial statements.  Accordingly,
      management may not be able to provide reasonable assurance that information
      required to be disclosed by the Company in the reports that it files or submits
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in the rules and forms of the SEC and that the
      information required to be disclosed in the reports is accumulated and
      communicated to management, including our Chief Executive Officer and Chief
      Financial Officer, to allow timely decisions regarding required
      disclosure.




Management,
      under the direction of the Chief Financial Officer, is in the process of
      evaluating the Company’s deficiencies, and has initially determined that
      inconsistencies in transaction recording and reporting, and in periodic closing
      procedures are primarily responsible for the deficiencies. Management is taking
      steps to revise and test accounting policies and procedures to provide for
      more
      reliable financial recording and reporting by the end of the current fiscal
      quarter.




**Changes
      In Internal Controls.**




Management
      of the Company has also evaluated ,
      with
      the participation of the Chief Executive Officer and Chief Financial Officer
      of
      the Company, any change in the Company’s internal control over financial
      reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
      that occurred during the period covered by this Quarterly Report on Form
      10-QSB. On February 28, 2007, Deep Field completed its merger with AutoMart,
      resulting in the transfer of ownership and management control to AutoMart.
      Accordingly, there was a change in the Company’s internal control over financial
      reporting identified in that evaluation that occurred during the period
      covered by this Quarterly Report on Form 10-QSB that has materially affected,
      or
      is reasonably likely to materially affect, the Company’s internal control over
      financial reporting.




**Material
      Weaknesses Identified**




In
      connection with the review of Deep Field's financial statements for the three
      (3) month period covered by this Quarterly Report on Form 10-QSB, its
      independent registered public accounting firm informed the Company that it
      has significant deficiencies constituting material weaknesses. As defined
      by the Public Company Accounting Oversight Board Auditing Standard No. 2, a
      material weakness is a significant control deficiency or a combination of
      significant control deficiencies that result in there being more than a remote
      likelihood that a material misstatement in the annual or interim financial
      statements will not be prevented or detected. The specific problems identified
      by the auditor were related to failures to properly record transactions,
      including all relevant data and to correctly perform accounting period closing
      procedures, including material adjustments to financial statements.




Furthermore,
      based on the material weaknesses described herein, Deep
      Field concluded that its disclosure controls and procedures were not
      effective at the reasonable assurance level at March 31, 2007. More
      specifically, its failure to maintain effective controls over the
      selection, application and monitoring of its accounting policies to assure
      that
      certain transactions were accounted for in conformity with generally accepted
      accounting principles resulted in an excessive number of material adjustments
      to its financial statements by its independent auditors.




37




The
      effects of the aforementioned weaknesses related to the closing and preparation
      of the financial statements were corrected by management prior to the issuance
      of this Quarterly Report on Form 10-QSB.




**Remediation
      Plan Regarding the Material Weaknesses**




Management
      is actively engaged in remediation efforts to address the material weaknesses
      identified in the Company's internal control over financial reporting as of
      March 31, 2007. These on-going remediation efforts, outlined below, are
      specifically designed to address the material weaknesses identified by
      management and to improve and strengthen the Company's overall control
      environment. The Company has taken the following steps to address the specific
      problems identified by the auditors:




·
            Thorough
                review and revision of our accounting policies and procedures, with
                the
                objective of assuring that all relevant transaction details are recorded
                accurately and consistently;




·
            Institution
                of random transaction testing procedures to assure completeness and
                accuracy;




·
            Evaluation
                of financial reporting systems, including potential replacement of
                financial accounting software; and




·
            Internal
                review and revision of monthly closing
                procedures.




The
      Company believes that upon completion of these review procedures it will be
      able
      to materially improve its internal controls over financial
      reporting.




The
      Company continues its efforts to remediate control weaknesses and further
      improve and strengthen its internal control over financial reporting under
      the
      direction of its Chief Executive Officer and Chief Financial
      Officer.




38


**PART
      II**




**OTHER
      INFORMATION**




**ITEM
      1.**  **LEGAL
      PROCEEDINGS.**




The
      Company is subject to litigation from time to time arising from its normal
      course of operations. Except as set forth herein below, the Company is not
      a
      party to any material pending legal or arbitration proceedings and is not aware
      of any material contemplated legal proceedings to which it may be a party.
      No
      Director, officer or affiliate of Deep Field and no owner of record or
      beneficial owner of more than five percent (5%) of the securities of Deep Field,
      or any associate of any such Director, officer or security holder is a party
      adverse to Deep Field or has an material interest adverse to Deep
      Field.




At
      the
      time of its formation on August 5, 2005 (the “ Date
      of Formation ”),
      Deep
      Field’s majority owned subsidiary, AutoMart, filed a plan for the contribution
      of registered capital with the Ministry of Commerce in Haidian District,
      Beijing, China. The plan, agreed upon by the parties to that certain AutoMart
      joint venture agreement (the “ Joint
      Venture Agreement ”),
      called for the contribution of capital over a period of three (3) years from
      the
      Date of Formation. However, the registration documents that were filed, in
      Chinese, differed from the English version, in that it called for completion
      of
      the contributions within one (1) year. Accordingly, AutoMart has received
      informal notification from the Ministry of Commerce that the contribution of
      registered capital is delinquent. Management has consulted with local counsel
      on
      this matter, and they are in the process of correcting the registered capital
      documents on file with the Ministry of Commerce so that they agree with the
      intent of the parties, as documented in the English version of the Joint Venture
      Agreement.




**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**




In
      the
      year ended December 31, 2005, Registrant issued no unregistered securities
      pursuant to various exemptions from registration under the Securities
      Act.




On
      January 5, 2006, Deep Field issued 1,000,000 shares to Mr. Mahoney and 1,000,000
      shares to Mr. Miller for accrued salary conversion.




On
      January 9, 2006 Deep Field issued 3,250,000 shares to Mr. Mahoney and 3,250,000
      shares to Mr. Miller for accrued salary conversion.




On
      January 5, 2006, Deep Field issued 2,000,000 shares to Mr. Lawrence Muenz for
      legal services rendered.




On
      January 9, 2006, Deep Field issued 1,000,000 shares to Mr. Lawrence Muenz for
      legal services rendered.




On
      February 13, 2006, Deep Field issued 83,081,635 shares of Common Stock and
      2,000,000 shares of Class B Common to the JV Participants in connection with
      the
      Exchange Agreement as is more fully set forth in the Section herein entitled
      “Management’s Discussion and Analysis of Financial Condition or Plan of
      Operation”.




On
      February 13, 2006, Deep Field issued 4,000,000 shares of Common Stock to iVoice
      pursuant to the terms of the iVoice Consulting Agreement as is more fully set
      forth in the Section herein entitled “Management’s Discussion and Analysis of
      Financial Condition or Plan of Operation”.




On
      February 13, 2006, Deep Field issued 4,000,000 shares of Common Stock to MM2
      pursuant to the terms of the MM2 Consulting Agreement as is more fully set
      forth
      in the Section herein entitled “Management’s Discussion and Analysis of
      Financial Condition or Plan of Operation”.




On
      March
      1, 2007, the Company issued a $613,917,81 secured convertible debenture to
      Cornell Capital in exchange for the surrendering by Cornell Capital of a
      promissory note in the original principal amount of $500,000 as is more fully
      set forth in the Section herein entitled “Management’s Discussion and Analysis
      of Financial Condition or Plan of Operation”.




II-1




On
      March
      1, 2007, the Company issued a $1,556,712,33 secured convertible debenture to
      Cornell Capital in exchange for the surrendering by Cornell Capital of a
      promissory note in the original principal amount of $1,500,000 as is more fully
      set forth in the Section herein entitled “Management’s Discussion and Analysis
      of Financial Condition or Plan of Operation”.




On
      March
      1, 2007, the Company issued a $2,110,926.03 secured convertible debenture to
      Cornell Capital in exchange for the surrendering by Cornell Capital of a
      promissory note in the original principal amount of $1,850,000 as is more fully
      set forth in the Section herein entitled “Management’s Discussion and Analysis
      of Financial Condition or Plan of Operation”.




On
      March
      19, 2007, Deep Field entered into the Purchase Agreement with Cornell Capital
      whereby Deep Field sold to Cornell Capital, and Cornell Capital purchased from
      Deep Field, Eight Hundred Thousand Dollars ($800,000) of Deep Field’s secured
      convertible debentures as is more fully set forth in the Section herein entitled
      “Management’s Discussion and Analysis of Financial Condition or Plan of
      Operation”.




**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES.** ****




None.




**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITYHOLDERS.** ****




None.




**ITEM
      5.**  **OTHER
      INFORMATION.** ****




None.




**ITEM
      6.**  **EXHIBITS** ****




**(a)**  **Exhibits:**




**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**2.1
            
            Share
                Exchange Agreement, dated January 25, 2007 and effective as of February
                28, 2007, by and among the Company, Beijing Sino-US Jinche Yingang
                Auto
                Technological Services, Ltd. and the JV Participants listed
                therein
            
            Incorporated
                by reference to the Company’s Current Report on Form 8-K as filed with the
                SEC on January 31, 20073.1
            
            Amended
                and Restated Certificate of Incorporation of Deep Field Technologies,
                Inc.
            
            Incorporated
                by reference as Exhibit 3.1 to Amendment No. 1 to the Company’s
                Registration Statement on Form SB-2 (File No. 333-120506) as filed
                with
                the SEC on January 13, 20053.2
            
            Bylaws
                of Deep Field Technologies, Inc.
            
            Incorporated
                by reference as Exhibit 3.2 to Amendment No. 1 to the Company’s
                Registration Statement on Form SB-2 (File No. 333-120506) as filed
                with
                the SEC on January 13, 2005




II-2


**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**4.1
            
            Deep
                Field Technologies, Inc. 2005 Stock Incentive Plan
            
            Incorporated
                by reference as Exhibit 4.1 to the Company’s Registration Statement on
                Form S-8 as filed with the SEC on December 14, 20054.2
            
            Deep
                Field Technologies, Inc. 2005 Directors’ and Officers’ Stock Incentive
                Plan
            
            Incorporated
                by reference as Exhibit 4.2 to the Company’s Registration Statement on
                Form S-8 as filed with the SEC on December 14, 200510.1
            
            Termination
                Agreement, dated February 28, 2005, by and between Cornell Capital
                Partners, LP and Deep Field Technologies, Inc. with respect to that
                certain Securities Purchase Agreement, Convertible Debentures, Security
                Agreement, Investor Registration Rights Agreement, Escrow Agreement
                and
                Irrevocable Transfer Agent Instructions, each dated on or about August
                13,
                2004
            
            Incorporated
                by reference as Exhibit 10.18 to Amendment No. 2 to the Company’s
                Registration Statement on Form SB-2 (File No. 333-120506) as filed
                with
                the SEC on April 14, 200510.2
            
            Termination
                Agreement, dated February 28, 2005, by and between Cornell Capital
                Partners, LP and Deep Field Technologies, Inc., with respect to a
                Standby
                Equity Distribution Agreement, Registration Rights Agreement, Escrow
                Agreement and Placement Agent Agreement, each dated on or about August
                13,
                2004
            
            Incorporated
                by reference as Exhibit 10.19 to Amendment No. 2 to the Company’s
                Registration Statement on Form SB-2 (File No. 333-120506) as filed
                with
                the SEC on April 14, 200510.3
            
            Standby
                Equity Distribution Agreement, dated September 9, 2005, between Cornell
                Capital Partners, LP and Deep Field Technologies, Inc.
            
            Incorporated
                by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K
                as filed with the SEC on September 15, 200510.4
            
            Escrow
                Agreement, dated September 9, 2005, by and among Deep Field Technologies,
                Inc., Cornell Capital Partners, LP. and David Gonzalez, Esq.
            
            Incorporated
                by reference as Exhibit 10.4 to the Company’s Current Report on Form 8-K
                as filed with the SEC on September 15, 20050.5
            
            Placement
                Agent Agreement, dated September 9, 2005, by and between Deep Field
                Technologies, Inc. and Monitor Capital Inc.
            
            Incorporated
                by reference as Exhibit 10.3 to the Company’s Current Report on Form 8-K
                as filed with the SEC on September 15, 200510.6
            
            Registration
                Rights Agreement, dated September 9, 2005, by and between Deep Field
                Technologies, Inc. and Cornell Capital Partners, LP
            
            Incorporated
                by reference as Exhibit 10.2 to the Company’s Current Report on Form 8-K
                as filed with the SEC on September 15, 200510.7
            
            Asset
                Purchase Agreement, dated February 13, 2007, by and between the Company
                and iVoice, Inc.
            
            Incorporated
                by reference as Exhibit 10.2 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 2007




II-3


**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**10.8
            
            Bill
                of Sale, dated February 13, 2007
            
            Incorporated
                by reference as Exhibit 10.3 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.9
            
            Consulting
                Agreement, dated February 13, 2007, by and between the Company and
                Mr.
                Mark Meller
            
            Incorporated
                by reference as Exhibit 10.4 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.10
            
            Consulting
                Agreement, dated February 13, 2007, by and between the Company and
                Mr.
                Jerome Mahoney
            
            Incorporated
                by reference as Exhibit 10.5 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.11
            
            Consulting
                Agreement, dated February 13, 2007, by and between the Company and
                iVoice
            
            Incorporated
                by reference as Exhibit 10.6 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.12
            
            Consulting
                Agreement, dated February 13, 2007, by and between the Company and
                MM2
                Group, Inc.
            
            Incorporated
                by reference as Exhibit 10.7 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.13
            
            Termination
                & Settlement Agreement, dated February 13, 2007, by and between the
                Company and Mr. Mark Meller
            
            Incorporated
                by reference as Exhibit 10.8 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.14
            
            Termination
                & Settlement Agreement, dated February 13, 2007, by and between the
                Company and Mr. Mark Meller
            
            Incorporated
                by reference as Exhibit 10.9 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200710.15
            
            Debenture
                1, dated March 1, 2007, issued by the Company to Cornell Capital
                Partners,
                LP
            
            Incorporated
                by reference to Exhibit 10.15 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.16
            
            Debenture
                2, dated March 1, 2007, issued by the Company to Cornell Capital
                Partners,
                LP
            
            Incorporated
                by reference to Exhibit 10.16 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.17
            
            Debenture
                3, dated March 1, 2007, issued by the Company to Cornell
            
            Incorporated
                by reference to Exhibit 10.17 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.18
            
            Security
                Agreement, dated August 13, 2004, by and between the Company and
                Cornell
                Capital Partners, LP
            
            Incorporated
                by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s
                Registration Statement on Form SB-2/A, as filed by the Company with
                the
                SEC on January 13, 2005




II-4




**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**10.19
            
            Securities
                Purchase Agreement, dated March 19, 2007, by and between the Company
                and
                Cornell
            
            Incorporated
                by reference to Exhibit 10.19 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.20
            
            March
                Debentures, dated March 19, 2007, issued by the Company to
                Cornell
            
            Incorporated
                by reference to Exhibit 10.20 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.21
            
            Pledge
                and Escrow Agreement, dated March 19, 2007, by and among Mr. Chuen
                Kin
                Quek, the Company, Cornell and David Gonzalez, Esq., as escrow
                agent
            
            Incorporated
                by reference to Exhibit 10.21 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.22
            
            Investor
                Registration Rights Agreement, dated March 19, 2007, by and between
                the
                Company and Cornell
            
            Incorporated
                by reference to Exhibit 10.22 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200710.23
            
            Irrevocable
                Transfer Agent Instructions, dated March 19, 2007, by and among the
                Company, Cornell and Fidelity Stock Transfer
            
            Incorporated
                by reference to Exhibit 10.23 to the Company’s Annual Report on Form
                10-KSB as filed with the SEC on May 3, 200714
            
            Code
                of Ethics
            
            Incorporated
                by reference as Exhibit 14 to the Company’s Annual Report on Form 10-KSB
                as filed with the SEC on March 31, 200616.1
            
            Letter
                of Mendlowitz Weitsen, LLP, dated May 27, 2005, with respect to the
                change
                in Deep Field’s principal accountants
            
            Incorporated
                by reference as Exhibit 16 to Amendment No. 3 to the Company’s
                Registration Statement on Form SB-2 (File No. 333-120506) as filed
                with
                the SEC on June 24, 200516.2
            
            Letter
                of Bagell, Josephs, Levine & Company, LLC, dated February 13, 2007,
                with respect to the change in the Company’s principal
                accountants
            
            Incorporated
                by reference as Exhibit 16.1 to the Company’s Current Report on Form 8-K
                as filed with the SEC on February 13, 200731.1
            
            Certifications
                of the Chief Executive Officer and Chief Financial Officer pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002
            
            Provided
                herewith32.1
            
            Certification
                Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
                906 of
                the Sarbanes-Oxley Act Of 2002
            
            Provided
                herewith




II-5


**SIGNATURES**




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




Date: June
              13, 2007
            By:
            /s/ Guisan
              PangName:
                Guisan Pang
              Its:
                Chief Executive Officer




Date: June
              13, 2007
            By:
            /s/ Fred
              GriffinName:Fred
                Griffin
              Its:Chief
                Financial Officer and
              Principal
                Accounting Officer




II-6