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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

 [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                       OR

 [_]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _______________ to _______________

Commission file number:   333-120506

                          DEEP FIELD TECHNOLOGIES, INC
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             (Exact name of registrant as specified in its charter)

NEW JERSEY                                                       20-1862733
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(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

750 HIGHWAY 34
MATAWAN, NJ                                                              07747
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(Address of Principal Executive Offices)                              (Zip Code)

Registrant's Telephone Number, Including Area Code: (732) 441-7700

         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 [_]

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

Number of shares of Class A Common Stock, no par value, outstanding as of
October 28, 2005:     10,013,984

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EXPLANATORY NOTE
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Amendment No. 1 to this Form 10-QSB is filed to correctly indicate that the
registrant is a "shell company" as defined in Rule 12b-2 of the Exchange Act, as
amended.






























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                                   SIGNATURES

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


Deep Field Technologies, Inc.

By: /s/ Mark Meller                                 Date:     April 24, 2006
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Mark Meller, President,
Chief Executive Officer and
Chief Financial Officer