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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

     FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       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
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

750 HIGHWAY 34
MATAWAN, NJ                                                          07747
--------------------------------------------------------------------------------
(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 May
11, 2006: 20,513,984

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<PAGE>

                                TABLE OF CONTENTS
                                -----------------


PART I.    FINANCIAL INFORMATION

           Item 1.   Condensed Financial Statements (Unaudited)

                     Balance Sheet - March 31, 2006                            2

                     Statements of Operations -
                     For the three months March 31, 2006 and 2005              3

                     Statements of Cash Flows -
                     For the three months March 31, 2006 and 2005              4

                     Notes to Condensed Financial Statements              5 - 15

           Item 2.   Management's Discussion and Analysis of Financial
                     Condition or Plan of Operation                      16 - 21

           Item 3.   Controls and Procedures                                  22


PART II.   OTHER INFORMATION


           Item 6.  Exhibits                                                  23
<PAGE>

                         PART I --FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                          DEEP FIELD TECHNOLOGIES, INC.
                       CONDENSED BALANCE SHEET (Unaudited)
                                 MARCH 31, 2006

                                     ASSETS
                                     ------
CURRENT ASSETS
Cash and cash equivalents                                          $     70,485
Prepaid expenses                                                          7,799
                                                                   ------------
      Total current assets                                               78,284
                                                                   ------------

TOTAL ASSETS                                                       $     78,284
                                                                   ============

                       LIABILITIES & STOCKHOLDERS' DEFICIT
                       -----------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses                              $    270,920
Due to related parties                                                  167,256
Notes payable to related parties                                        190,000
Notes payable                                                           500,000
                                                                   ------------

      Total current liabilities                                       1,128,176
                                                                   ------------


STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
      no shares issued and outstanding                                     --
Common stock:
  Class A - no par value; authorized 10,000,000,000 shares;
20,513,984 shares issued and outstanding                                387,500
  Class B - $.01 par value; authorized 50,000,000 shares;
no shares issued and outstanding                                           --
  Class C - $.01 par value; authorized 20,000,000 shares;
no shares issued and outstanding                                           --
Additional paid in capital                                                 --
Accumulated deficit                                                  (1,437,392)
                                                                   ------------
      Total stockholders' deficit                                    (1,049,892)
                                                                   ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                          $     78,284
                                                                   ============
                                       2
<PAGE>

                          DEEP FIELD TECHNOLOGIES, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
<TABLE><CAPTION>
                                                                         2006             2005
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
SALES, NET                                                          $       --        $        112

COST OF SALES                                                               --                --
                                                                    ------------      ------------

GROSS PROFIT                                                                --                 112
                                                                    ------------      ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

   Selling and marketing expenses                                           --                --
   General and administrative expenses                                    96,579            62,876
   Research and development expenses                                        --                --
                                                                    ------------      ------------
Total selling general and administrative expenses                         96,579            62,876
                                                                    ------------      ------------

LOSS FROM OPERATIONS                                                     (96,579)          (62,764)
                                                                    ------------      ------------

OTHER INCOME (EXPENSE)
Other Income                                                                 421               710
   Interest expense                                                     (314,170)          (15,343)
                                                                    ------------      ------------
Total other income (expense)                                            (313,749)          (14,633)
                                                                    ------------      ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                                (410,328)          (77,397)

PROVISION FOR INCOME TAXES                                                  --                --
                                                                    ------------      ------------

NET LOSS APPLICABLE TO COMMON SHARES                                $   (410,328)     $    (77,397)
                                                                    ============      ============

NET LOSS PER COMMON SHARE
   Basic                                                            $      (0.02)     $      (0.01)
                                                                    ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                              19,713,984        10,050,000
                                                                    ============      ============
</TABLE>
                                       3
<PAGE>
                          DEEP FIELD TECHNOLOGIES, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
<TABLE><CAPTION>
                                                                        2006              2005
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $   (410,328)     $    (77,397)
Adjustments to reconcile net loss to net cash (used in)
operating activities
Common stock issued for services                                          73,000              --
Issuance of common stock for repayment of deferred compensation          314,500              --
   Changes in certain assets and liabilities:
(Increase) decrease in prepaid expenses                                   (1,908)             --
Increase in accounts payable and accrued liabilities                      16,394            53,193
(Decrease) in deferred maintenance                                          --                (112)
(Decrease) in due to related parties                                     (47,510)             --
                                                                    ------------      ------------
Total cash (used in) operating activities                                (55,852)          (24,316)
                                                                    ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of convertible debentures                                              --             100,000
                                                                    ------------      ------------

NET (DECREASE)  IN CASH AND CASH EQUIVALENTS                             (55,852)           75,684

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                          126,337           299,566
                                                                    ------------      ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                           $     70,485      $    375,250
                                                                    ============      ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                 $       --        $       --
                                                                    ============      ============
   Income taxes                                                     $       --        $       --
                                                                    ============      ============
</TABLE>
                                       4
<PAGE>

NOTE 1 - BACKGROUND
-------------------

The condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). The condensed financial statements and notes
are presented as permitted on Form 10-QSB and do not contain information
included in the Company's annual consolidated statements and notes. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
December 31, 2005 audited financial statements and the accompanying notes
thereto. While management believes the procedures followed in preparing these
condensed financial statements are reasonable, the accuracy of the amounts are
in some respects dependent upon the facts that will exist, and procedures that
will be accomplished by the Company later in the year.

These condensed unaudited financial statements reflect all adjustments,
including normal recurring adjustments which, in the opinion of management, are
necessary to present fairly the consolidated operations and cash flows for the
periods presented.

Deep Field Technologies, Inc. ("Deep Field Technologies" or the "Company") was
incorporated under the laws of New Jersey on November 10, 2004 as a wholly owned
subsidiary of iVoice, Inc. ("iVoice"). The Company 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 affiliate of the Company. When we
refer to or describe any agreement, contract or other written instrument of the
Company in these notes, may also be referring to an agreement, contract or other
written instrument that had been entered into by Deep Field Technologies 2 and
thereafter assigned to the Company.

On September 1, 2004, the Board of Directors of iVoice, the former parent of the
Company, resolved to pursue the separation of iVoice software business into
three publicly owned companies. iVoice will continue to focus on its own
computerized telephony technology and related business development operations.
Deep Field Technologies intends to continue to develop, market and license the
Unified Messaging line of computerized telephony software.

                                       5
<PAGE>

NOTE 1 - BACKGROUND (CONTINUED)
-------------------------------

A spin-off 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 Technologies (the "Spin-off"). The Class A Common Stock
shares of the Company were distributed to iVoice shareholders in the form of a
special taxable dividend.

In conjunction with the Spin-off, Deep Field Technologies entered into a
temporary administrative services agreement with iVoice. This agreement will
continue on a month-to-month basis until Deep Field Technologies is able to
replace any or all of the services currently being provided by iVoice.

On August 5, 2005, Deep Field Technologies assumed $190,000 in accrued
liabilities and related party debt incurred by iVoice. The debt assumed is
convertible into Deep Field Technologies Class B Common Stock at the option of
the holder as later described in these notes.

On August 4, 2005, the Company received notice from the SEC that the
registration statement to effectuate the Spin-off of Deep Field Technologies
from iVoice, Inc was approved and the Company immediately embarked on the
process to spin off the Deep Field Technologies from iVoice.

On January 12, 2006, the Company entered into a Securities Exchange Agreement
(the "Securities Exchange") by and among the Company, Beijing Sino-US Jinche
Yingang Auto Technological Services Limited, a cooperative joint venture under
the laws of The People's Republic of China ("Automart") and Automart's joint
venture participants ("the JV Participants") whereby the JV Participants will
transfer 95% of their interest in Automart to the Company in exchange for an
aggregate of 116,245,399 Class A Common Stock shares, or 85% of the outstanding
shares of the Company, and 2 million of the Company's Class B Common Stock
shares.

The closing of the Securities Exchange will occur upon the satisfaction of a
number of conditions precedents: (i) shareholder approval of the Securities
Exchange by the Company's shareholders, (ii) financing in the form of a
convertible debenture for not less than $4 million and (iii) the requisite
approvals by the People's Republic of China. As of March 31, 2006, the closing
is still pending.

AutoMart is a China based joint venture recently formed between Beijing Silver
Harbor Car Service Center and Mayflower Auto Group, LLC. AutoMart business
focuses on automobile after-sales services, including maintenance and repairs,
insurance, parts sales, interior furnishings, care products, tires, and
windshields in the People's Republic of China.

NOTE 2 - BUSINESS OPERATIONS
----------------------------

The Company will continue to develop, market and license the Unified Messaging
line, which was developed by iVoice. With Unified Messaging, e-mail, voice mail
and faxes can be handled through a desktop computer or telephone. All messages
can be viewed and acted upon in order of importance via Microsoft Outlook or a
web browser. E-mail can also be retrieved over the phone, using text-to-speech,
and responded to with a voice message that will be directed to a fax machine.

                                       6
<PAGE>

NOTE 3 - GOING CONCERN
----------------------

The accompanying 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's
previous financial results and operations were reflected in the consolidated
financial statements and accounting records of iVoice, and reflect significant
assumptions and allocations. The Company has relied on iVoice, Inc. for
administrative, management, research and other services.

As of March 31, 2006, the Company had a net loss, a negative cash flow from
operations as well as negative working capital. These matters raise 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 sheets 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.

The 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.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

a)   Basis of Presentation

The accompanying financial statements up thru August 4, 2005, had been derived
from the consolidated financial statements and accounting records of iVoice Inc.
a publicly traded company, using the historical results of operations and
historical basis of assets and liabilities of the Company's Interactive Voice
Response business. Management believes the assumptions underlying the financial
statements are reasonable.

b)   Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

c)   Revenue Recognition

The Company derives its revenues from the licensing of its software product and
optional customer support (maintenance) service. The Company's standard license
agreement provides for a one-time fee for use of the Company's product in
perpetuity for each computer or CPU in which the software will reside. The
Company's software application is fully functional upon delivery and
implementation and does not require any significant modification or alteration.
The Company also offers customers an optional annual software maintenance and
support agreement for the subsequent one-year periods. Such maintenance and
support services are free for the first year the product is licensed and is
considered the warranty period. The software maintenance and support agreement
provides free software updates, if any, and technical support the customer may
need in deploying or changing the configuration of the software. Generally, the
Company

                                       7
<PAGE>

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

c)   Revenue Recognition (Continued)

does not license its software in multiple element arrangements whereby the
customer purchases a combination of software and maintenance. In a typical
arrangement, software maintenance services are sold separately from the software
product; are not considered essential to the functionality of the software and
are purchased at the customer's option upon the completion of the first year
licensed.

The Company does not offer any special payment terms or significant discount
pricing. Normal and customary payment terms require payment for the software
license fees when the product is shipped. Payment for software maintenance is
due prior to the commencement of the maintenance period. It is also the
Company's policy to not provide customers the right to refund any portion of its
license fees. With respect to the sale of software license fees, the Company
recognizes revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition (SOP 97-2), as amended, and generally recognizes revenue
when all of the following criteria are met: (1) persuasive evidence of an
arrangement exists generally evidenced by a signed, written purchase order from
the customer, (2) delivery of the software product on Compact Disk (CD) or other
means to the customer has occurred, (3) the perpetual license fee is fixed or
determinable and (4) collectibility, which is assessed on a customer-by-customer
basis, is probable.

With respect to customer support services, upon the completion of one year from
the date of sale, considered to be the warranty period, the Company offers
customers an optional annual software maintenance and support agreement for
subsequent one-year periods. Sales of purchased maintenance and support
agreements are recorded as deferred revenue and recognized over the respective
terms of the agreements.

d)   Product Warranties

The Company estimates its warranty costs based on historical warranty claims
experience in estimating potential warranty claims. Due to the limited sales of
the Company's products, management has determined that warranty costs are
immaterial and has not included an accrual for potential warranty claims.
Presently, costs related to warranty coverage are expensed as incurred. Warranty
claims are reviewed quarterly to verify that warranty liabilities properly
reflect any remaining obligation based on the anticipated expenditures over the
balance of the obligation period.

e)   Research and development costs

   Research and development costs will be charged to operations as incurred.

f)   Inventory

Inventory, consisting primarily of system components such as computer
components, voice cards, and monitors, is valued at the lower of cost or market.
Cost is determined on a first-in, first-out basis.

                                       8
<PAGE>

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

g)   Advertising Costs

Advertising costs are expensed as incurred and included in selling expenses. For
the three months ended March 31, 2006 and 2005, advertising expense amounted to
$0 and $0, respectively.

h)   Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. There were no cash
equivalents at March 31, 2006.

The Company maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance Corporation up to
$100,000. There were no uninsured cash balances at March 31, 2006 and 2005,
respectively.

i)   Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board ("FASB") No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

j)  Earnings (Loss) Per Share

SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings per
share ("basic EPS") and diluted earnings per share ("diluted EPS").

For the three months ended March 31, 2006, the computation of basic earnings per
share is computed by dividing income available to common shareholders by the
number of shares issued via the spin-off from iVoice, Inc. Diluted earnings per
share gives effect to all dilutive potential Common shares outstanding during
the period. The computation of diluted EPS does not assume conversion, exercise
or contingent exercise of securities that would have an anti-dilutive effect on
earnings resulting from the Company's net loss position.

                                       9
<PAGE>

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

The weighted shares used in the computation are as follows:

                                                        As of
                                                   March 31, 2006
                                                   --------------
Basic and Diluted EPS Purposes                       19,713,984

The company had no common stock equivalents at March 31, 2006 and 2005,
respectively.

k)   Recent Accounting Pronouncements

In December 2003, the FASB issued Interpretation No. 46-R, "Consolidation of
Variable Interest Entities" ("FIN 46-R"). FIN 46-R, which modifies certain
provisions and effective dates of FIN No. 46, sets forth criteria to be used in
determining whether an investment in a variable interest entity should be
consolidated, and is based on the general premise that companies that control
another entity through interests other than voting interests should consolidate
the controlled entity. The provisions of FIN 46 became effective for the Company
during the third quarter of fiscal 2004. The adoption of this new standard did
not have any impact on the Company's financial position, results of operations
or cash flows.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company will implement the
revised standard in the fourth quarter of fiscal year 2005. Currently, the
Company accounts for its share-based payment transactions under the provisions
of APB 25, which does not necessarily require the recognition of compensation
cost in the financial statements (note 3(d)). Management has assessed the
implications of this revised standard, and has concluded that it did not
materially impact the Company's results of operations in the first quarter of
fiscal year 2006.

On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
for Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion and
fair value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS 153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.

                                       10
<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

In conjunction with the Spin-off, Deep Field Technologies has entered into a
temporary administrative services agreement with iVoice. The administrative
services agreement will continue on a month-to-month basis until Deep Field
Technologies has found replacement services for those services being provided by
iVoice, or can provide these services for itself.

Pursuant to the employment agreements between Mr. Mahoney and Deep Field
Technologies the Company has accrued $58,628 of deferred compensation due to Mr.
Mahoney as of March 31, 2006.

Pursuant to the employment agreements between Mr. Meller and Deep Field
Technologies the Company has accrued $108,628 of deferred compensation due to
Mr. Meller as of March 31, 2006.

The Company has assumed an outstanding promissory demand note in the amount of
$190,000 payable to Jerry Mahoney, President and Chief Executive Officer of
iVoice and Non-Executive Chairman of the Board of Deep Field Technologies. This
amount is related to funds loaned to iVoice and is unrelated to the operations
of Deep Field Technologies. The note will bear interest at the rate of Prime
plus 2.0% per annum on the unpaid balance until paid. Under the terms of the
Promissory Note, at the option of the Note holder, principal and interest can be
converted into either (i) one share of Class B Common Stock of Deep Field
Technologies, Inc., par value $.01 per share, for each dollar owed, (ii) the
number of shares of Class A Common Stock of Deep Field Technologies, Inc.
calculated by dividing (x) the sum of the principal and interest that the Note
holder has requested to have prepaid by (y) eighty percent (80%) of the lowest
issue price of Class A Common Stock since the first advance of funds under this
Note, or (iii) payment of the principal of this Note, before any repayment of
interest.

The Company entered into a five-year employment agreement with Jerome Mahoney,
its non-executive Chairman of the Board of Directors, effective August 3, 2004.
The Company will compensate Mr. Mahoney with a base salary of $85,000 for the
first year with annual increases based on the Consumer Price Index. For the
twelve (12) month period ended August 3, 2006, Mr. Mahoney's salary has been
increased to $87,720.

When Deep Field Technologies achieves annual sales equal to or greater than
$2,000,000, Mr. Mahoney's base annual compensation will automatically be
increased to $145,000. Mr. Mahoney will also be entitled to certain bonuses
based on mergers and acquisitions completed by the Company. Mr. Mahoney has
agreed to accept part of his compensation pursuant to this Employment Agreement
in the form of Class B Common Stock, par value $.01 per share, in lieu of cash,
for as long as the Board of Directors decides, in its sole discretion, that the
Company does not have the financial resources to pay him in cash. The number of
Class B Common Stock shares to be issued Mr. Mahoney shall be equal to one share
of Class B Common Stock for every dollar of compensation due and owing the
Executive.

                                       11
<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)
-----------------------------------------------

Deep Field Technologies entered into a five-year employment agreement with Mr.
Meller as of October 1, 2004. Mr. Meller will serve as the Company's President,
Chief Executive Officer and Chief Financial Officer for a term of five years. As
consideration, Deep Field Technologies agreed to pay Mr. Meller the sum of
$85,000 the first year with an annual increase based on the Consumer Price Index
every year thereafter. However, when Deep Field Technologies achieves annual
sales equal to or greater than $2,000,000, Mr. Meller's base annual salary will
automatically be increased to $145,000. Deep Field Technologies also agreed to
pay Mr. Meller a bonus for each merger or acquisition completed by the Company
equal to six percent (6%) of the gross consideration paid or received by Deep
Field Technologies, net of any debt or other liabilities assumed by the Company.
This bonus would be payable in the form of cash, debt or shares of Class B
Common Stock at the option of Mr. Meller.

Mr. Meller is also entitled to a sum of $50,000 earned by the completion of the
Spin-off. Mr. Meller has agreed to defer the cash receipt of said sum until such
time that management believes it has sufficient financing in place to fund this
obligation.

In conjunction with the Spin-off, Deep Field Technologies has entered into
temporary administrative services agreement with iVoice. The administrative
services agreements will continue on a month-to- month basis until these
companies have found replacement services for those services being provided by
iVoice or can provide these services for itself.

NOTE 6 - INCOME TAXES
---------------------

Deferred income taxes will be determined using the liability method for the
temporary differences between the financial reporting basis and income tax basis
of the Company's assets and liabilities. Deferred income taxes will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases.

At March 31, 2006 deferred tax assets consist of the following:

        Deferred tax assets                  304,000
        Less: Valuation allowance           (304,000)
                                          ----------

            Net deferred tax assets              -0-
                                          ==========

At March 31, 2006, the Company had a federal net operating loss carry forward in
the approximate amounts of $895,000 available to offset future taxable income.
The Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.

                                       12
<PAGE>

NOTE 7 - DEBT
-------------

The Company has entered into a subscription agreement with certain purchasers
for the sale of $400,000 in convertible debentures.

On February 28, 2005, iVoice, Inc., on behalf of the Company, renegotiated the
terms and conditions with the holders of its convertible debentures. The holders
of the convertible debentures agreed to exchange the convertible debentures for
various promissory notes. The promissory notes will be in the aggregate amount
of $500,000, $400,000 loaned through the previously issued and exchanged
convertible debentures in 2004 and $100,000 advanced on February 28, 2005. A
commitment fee of 10% of the face amount of the previously issued convertible
debentures and recently issued promissory note was paid at the time of each
advance.

The previously paid commitment fees were credited against commitment fees due
and owing against the promissory note. The balance of the commitment fee owed
from the recently issued promissory note was paid on February 28, 2005, at the
time that such $100,000 was advanced to the Company. As of March 31, 2006, the
balance on the promissory notes was $500,000 plus accrued interest.

The promissory notes bear interest at the rate of 12% per annum. Weekly
principal installments of $10,000, plus interest, were to commence on September
1, 2005 and continue on the first day of each calendar month thereafter until
the principal is paid in full. The promissory notes mature on July 4, 2006 with
a lump sum payment due of any remaining principal and/or interest. The company
is in default of the payment schedule and therefore, the balance has been
recorded as a current liability. To date, no weekly principal payments have been
made.

On September 9, 2005, Deep Field Technologies, Inc. entered into a Standby
Equity Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP
("Cornell Capital Partners") whereby Cornell Capital Partners agrees to purchase
up to $10 million of the Company's Class A Common Stock (the "Common Stock")
over a two-year period. The shares issuable under the SEDA must be first
registered under the Securities Act of 1933, as amended. The purchase price of
the Common Stock shall be at ninety-five percent (95%) of the lowest trading
price of the Company's Common Stock during the five consecutive trading day
period following the notification by the Company of its request for an advance
from Cornell Capital Partners under the SEDA. In connection with the SEDA, the
Company entered into an Escrow Agreement, Registration Rights Agreement and
Placement Agent Agreement. However, the Company intends on terminating the SEDA,
as it is awaiting the closing of the Share Exchange with Automart and the JV
Participants. [See "Pending Transaction" in Item 2. Management's Discussion and
Analysis of Financial Condition or Plan of Operation]

                                       13
<PAGE>

NOTE 8 - CAPITAL STOCK
----------------------

Pursuant to the Company's certificate of incorporation, as amended, the Company
is authorized to issue 10,000,000,000 shares of Class A Common Stock, no par
value per share, 50,000,000 shares of Class B Common Stock, par value $0.01 per
share, 20,000,000 shares of Class C Common Stock, par value $0.01 per share, and
1,000,000 shares of Preferred Stock, par value of $1.00 per share. Below is a
description of the Company's outstanding securities, including Preferred Stock,
Class A Common Stock, Class B Common Stock, and Class C Common Stock.

a)   Preferred Stock

Deep Field Technologies is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of March 31, 2006, Deep Field Technologies
has not issued any shares of Preferred Stock.

b)   Class A Common Stock

As of March 31, 2006, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 20,513,984 shares were issued and outstanding.

Each holder of Class A Common Stock is entitled to receive ratably dividends, if
any, as may be declared by the Board of Directors out of funds legally available
for payment of dividends. The Company has never paid any dividends on its common
stock and does not contemplate doing so in the foreseeable future. The Company
anticipates that any earnings generated from operations will be used to finance
its growth objectives.

For the three months ended March 31, 2006, the company had the following
transactions in its Class A common stock:

o    On January 5, 2006, the Company issued 1,000,000 shares of Class A common
     stock for legal services rendered, valued at $10,481. The fair market value
     of the shares was $37,000, resulting in beneficial interest of $26,519
     charged to operations.

o    On January 5, 2006, the Company issued 2,000,000 shares of Class A common
     stock, with a total value of $20,964 to officers of the Company as
     repayment of accrued salaries. These shares had a fair market value of
     $74,000, which resulted in a beneficial interest of $53,036 charged to
     operations.

o    On January 9, 2006, the Company issued 1,000,000 shares of Class A common
     stock for legal services rendered, valued at $10,255. The fair market value
     of the shares was $36,000, resulting in beneficial interest of $25,745
     charged to operations.

o    On January 9, 2006, the Company issued 6,500,000 shares of Class A common
     stock, with a total value of $66,657 to officers of the Company as
     repayment of accrued salaries. The shares had a fair market value of
     $240,500, resulting in a beneficial interest of $173,843 charged to
     operations.

                                       14
<PAGE>

NOTE 8 - CAPITAL STOCK (CONTINUED)
----------------------------------

c)   Class B Common Stock

As of March 31, 2006, there are 50,000,000 shares of Class B Common Stock
authorized, par value $.01 per share. Each holder of Class B Common Stock has
voting rights equal to 100 shares of Class A Common Stock. A holder of Class B
Common Stock has the right to convert each share of Class B Common Stock into
the number of shares of Class A Common Stock determined by dividing the number
of Class B Common Stock being converted by a 20% discount of the lowest price
that iVoice Technology, Inc. had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions. As of March 31, 2006, no shares were issued
or outstanding.

d)   Class C Common Stock

As of March 31, 2006, there are 20,000,000 shares of Class C Common Stock
authorized, par value $.01 per share. Each holder of Class C Common Stock is
entitled to 1,000 votes for each share held of record. Shares of Class C Common
Stock are not convertible into Class A Common Stock. Upon liquidation,
dissolution or wind-up, the holders of Class C Common Stock are not entitled to
receive our net assets pro rata. As of March 31, 2006, no shares were issued or
outstanding.

NOTE 9 - STOCK OPTIONS
----------------------

The Company did not issue any stock options for the three months ended March 31,
2006.

Stock Option Plans

During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005
Directors' and Officers' Stock Incentive Plan ("Plan") in order to attract and
retain qualified personnel. Under the Plan, the Board of Directors, in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers, directors and employees.


                                       15
<PAGE>

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

       You should read the following discussion in conjunction with our audited
financial statements and related notes included in the Form SB-2 previously
filed with the SEC. Our fiscal year currently ends on December 31, and each of
our fiscal quarters ends on the final day of a calendar quarter (each March 31,
June 30 and September 30). The following discussion contains forward-looking
statements. Please see "Forward Looking Statements - Cautionary Factors" for a
discussion of uncertainties, risks and assumptions associated with these
statements.

OVERVIEW AND PLAN OF OPERATION

       Prior to August 5, 2005, the Company's previous financial results and
operations were reflected in the consolidated financial statements and
accounting records of iVoice, and reflect significant assumptions and
allocations. These financial statements do not necessarily reflect the financial
position, results of operations and cash flows of Deep Field Technologies had it
been a stand-alone entity.

       Deep Field Technologies seeks to leverage the value of underutilized
developed technology and believes that the transition to an independent company
will provide Deep Field Technologies with greater access to capital. This should
provide needed financial resources to potentially penetrate the market and
distribute the product. As such, the Company's business was formed from the
contribution by iVoice of certain assets and related liabilities on August 5,
2005. In connection with this Spin-off by iVoice, iVoice, immediately prior to
the Spin-Off, assigned and conveyed to Deep Field Technologies its Unified
Messaging software business and related liabilities, including all intellectual
property of iVoice relating to the Unified Messaging software business. The
board and management of iVoice elected not to transfer any part of the working
cash balance of iVoice to Deep Field Technologies. Based upon the current
intention of Deep Field Technologies not to conduct any research and development
or hire additional employees and instead focus on the sale of the existing
Unified Messaging technology, the board has determined that, on balance, Deep
Field Technologies has the ability to satisfy its working capital needs as a
whole. The board and management of iVoice also determined that Deep Field
Technologies has the ability to obtain financing to satisfy any addition working
capital needs as a stand-alone company.

       The emerging nature of the unified messaging industry and unforeseen
expenses from the separation from iVoice, make it difficult to assess the future
growth of Deep Field Technologies.

       The Unified Messaging software business has operated at a loss in the
past for iVoice, and as an independent company such losses may continue or
increase. Additionally, the Company's business has relied on iVoice for
financial, administrative and managerial expertise in conducting its operations.
Following the Spin-off, Deep Field Technologies developed and maintains its own
credit and banking relationships and perform its own financial and investor
relation functions. Deep Field Technologies may not be able to successfully put
in place the financial, administrative and managerial structure necessary to
continue to operate as an independent public company, and the development of
such structure will require a significant amount of management's time and other
resources.

                                       16
<PAGE>

       Deep Field Technologies has received a going concern opinion from its
auditors. Its continuation as a going concern is dependent upon obtaining the
financing necessary to operate its business. However, due to the pending Share
Exchange, the Company has delayed any attempts to obtain additional financing.
[See "Pending Transaction" in Item 2. Management's Discussion and Analysis of
Financial Condition or Plan of Operation]

SEPARATION FROM IVOICE

       Deep Field Technologies was incorporated under the laws of the State of
New Jersey on November 10, 2004, as a wholly owned subsidiary of iVoice. Deep
Field Technologies had no material assets or activities until the contribution
of the Unified Messaging software business from iVoice. Pursuant to the
Spin-Off, Deep Field Technologies is now operating as an independent public
company, with iVoice having no continuing ownership interest in Deep Field
Technologies.

       On November 11, 2004, Deep Field Technologies 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. These agreements, contracts,
understandings and other instruments consisted of the documentation relating to
the issuance of the secured convertible debentures and the SEDA, the employment
agreements with Messrs. Mahoney and Meller and the administrative services
agreement. Since this assignment, iVoice Technology 2 has no operating business,
assets or known liabilities, and has been dissolved. When we refer to or
describe any agreement, contract or other written instrument of Deep Field
Technologies, may also be referring to an agreement, contract or other written
instrument that had been entered into by iVoice Technology 2 and assigned to
Deep Field Technologies.

       The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, and reflect the
historical financial position, results of operations, and cash flows of the
business transferred to Deep Field Technologies from iVoice as part of the
Spin-Off. The financial information included in this report, however, is not
necessarily indicative of what the Company's results of operations or financial
position would have been had it operated as an independent company during the
periods presented, nor is it necessarily indicative of its future performance as
an independent company.

       Deep Field Technologies will operate the Unified Messaging software
business. However, management is uncertain that sufficient cash to sustain its
operations will be generated in the next twelve months, or beyond, by the sales
activity of Unified Messaging. Deep Field Technologies intends to use a portion
of the proceeds from any financing arrangements, on sales and marketing efforts
for Unified Messaging. It is unclear whether such efforts will result in a
reasonably successful operating business due to iVoice's previous lack of sales
and marketing efforts on Unified Messaging, the Company's lack of operating
history, the current economic environment and, more specifically, the
uncertainty of the telecommunications market.

       As of August 5, 2005, iVoice assigned, contributed and conveyed to
SpeechSwitch corporate assets, liabilities and expenses related to the Unified
Messaging software business, including the Unified Messaging software and all
intellectual property of iVoice relating to the Unified Messaging software
business and the assignment of iVoice's existing agreements and arrangements
with dealers and resellers. This assignment, contribution and conveyance of
assets, liabilities and expenses was based on an estimate of the proportion of
such amounts allocable to Deep Field Technologies, utilizing such factors as
total revenues, employee headcount and other relevant factors. Deep Field
Technologies believes that these allocations have been made on a reasonable
basis. Deep Field Technologies believes that all costs allocated to Deep Field

                                       17
<PAGE>

Technologies are a reasonable representation of the costs that Deep Field
Technologies would have incurred if Deep Field Technologies had performed these
functions as a stand-alone company.

       In conjunction with the separation of the Unified Messaging software
business from iVoice, Deep Field Technologies entered into an administrative
services agreement with iVoice for the provision of certain services by iVoice
to Deep Field Technologies following the Spin-off. This agreement will continue
on a month to month basis until Deep Field Technologies has found replacement
services for those services being provided by iVoice or can provide these
services for itself. Following the termination of the administrative services
agreement, we expect that Deep Field Technologies will operate on a completely
stand-alone basis from iVoice and there will be no business or operating
relationship between iVoice and Deep Field Technologies, except that Deep Field
Technologies will continue to sub-lease space from iVoice.

       Our shares of Class A Common Stock were distributed to iVoice's
stockholders on August 12, 2005.

THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

           All revenues reported by Deep Field Technologies are derived from the
sale or license of our unified messaging systems, which store all messages in
one location for access, typically a groupware database with one single list of
users for e-mail, voice, telephones and computers. Total revenues for the three
months ended March 31, 2006 and March 31, 2005 were $0 and $112, respectively.
The Unified Messaging business has only operated as a division and/or a
subsidiary of iVoice and has never operated on a stand-alone basis. The low
sales volume of the Unified Messaging business is attributable to the minimal
resources made available by iVoice for the sales and marketing of the Unified
Messaging software products. Management feels that the sales of the Unified
Messaging software products may increase if greater financial and operational
resources are made available for the sales and marketing of the products. If
Deep Field Technologies can obtain funds under the SEDA, Deep Field Technologies
will be able to devote more resources to operating the business. See "Liquidity
and Capital Resources."

      Gross margin for the three months ended March 31, 2006 and March 31, 2005
was $0 and $112, respectively. The net decrease in gross margin dollars is the
result of reduced sales.

      Total operating expenses increased to $96,579 for the three months ended
March 31, 2006 from $62,876 for the three months ended March 31, 2005, an
increase of $33,703. This increase is attributable to accrued salaries per the
employment agreements with Mr. Mahoney and Mr. Meller, and professional fees in
connection with the financing the operation of the business.

      The loss from continuing operations before other income (expense) for the
three months ended March 31, 2006 was $96,579 compared to $62,764 for the three
months ended March 31, 2005, an increase in the loss of $33,815. As discussed
above, this increase primarily consists of accrued salaries and professional
fees.

      Total other income (expense) for the three months ended March 31, 2006
were ($313,749) as compared to ($14,633) for the three months ended March 31,
2005, an increase of $299,116. During the three months ended March 31, 2006,
Deep Field Technologies recorded $35,027 of interest expense on the outstanding
loans, $421 of interest income on the bank accounts, and a beneficial interest
charge for shares issued for $279,143. In the three months ended March 31, 2005,
iVoice, Inc allocated $10,000 for financing costs, $5,343 for interest expenses
and $710 for interest income to Deep Field Technologies. The finance costs were
for fees paid to Cornell Capital Partners for initial and additional financing
arrangements. The

                                       18
<PAGE>

allocated other income was primarily from interest earned on the cash accounts.
The allocated interest expense was for accrued interest on related party debts.

      Net loss for the three months ended March 31, 2006 was $410,328 as
compared to a loss of $77,397 for the three months ended March 31, 2005. The
increase in net loss of $332,931 was the result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

      To date, Deep Field Technologies has incurred substantial losses, and will
require financing for working capital to meet its operating obligations. We
anticipate that we will require financing on an ongoing basis for the
foreseeable future.

       On August 12 and November 19, 2004, Deep Field Technologies issued an
aggregate of $400,000 in secured convertible debentures, with interest payable
at 5% per annum, to Cornell Capital Partners. On February 28, 2005, the
Company's obligations under the secured convertible debentures were terminated
and replaced with a secured promissory note of the same principal amount, which
note accrues interest at rate of 12% per annum, but is not convertible into any
equity security of Deep Field Technologies. On February 28, 2005, Deep Field
Technologies borrowed an additional $100,000 pursuant to such promissory note.
In connection with the issuances of the secured convertible debentures, Deep
Field Technologies paid a fee to Cornell Capital Partners equal to 10% of the
aggregate principal amount of the debentures. When the secured convertible
debentures were terminated, Deep Field Technologies received a credit for fees
that would otherwise have been payable upon the issuance of the $400,000 in
replacement notes. Deep Field Technologies paid Cornell Capital Partners a fee
of $10,000 in connection with its $100,000 borrowing.

       The Company's obligations under the secured promissory note issued to
Cornell Capital Partners are secured by a first priority security interest in
substantially all of our assets. iVoice has also guaranteed the payment of all
amounts payable by Deep Field Technologies pursuant to the secured promissory
note. This guaranty terminated on August 5, 2005.

       On September 9, 2005, the Company entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, pursuant to which Deep
Field Technologies may, from time to time, issue and sell to Cornell Capital
Partners our Class A Common Stock for a total purchase price of up to $10.0
million. The purchase price for the shares is 95% of the market price, which is
defined as the lowest closing bid price of the Class A Common Stock during the
five trading days following the date that Deep Field Technologies delivers to
Cornell Capital Partners a notice requiring it to advance funds to us. A cash
fee equal to six percent (6%) of the cash proceeds of the draw down is also
payable at the time of funding. In addition, Cornell Capital Partners is
entitled to receive, as additional compensation, the number of shares of Class A
Common Stock equal to one and one half percent (1.5%) of the number of shares of
Class A Common Stock outstanding on the date that a registration statement in
respect of the shares to be distributed pursuant to the SEDA becomes effective.
However, due to the pending Share Exchange, the Company has delayed any attempts
to obtain additional financing. [See "Pending Transaction" in Item 2.
Management's Discussion and Analysis of Financial Condition or Plan of
Operation]

       Management believes that its expenses for the twelve months in fiscal
2006 will be approximately $260,000, which includes salaries for the Company's
officers and employees, and, assuming Deep Field Technologies has no revenues in
such period, Deep Field Technologies expects to incur liabilities, for the year
ending December 31, 2006, of approximately $260,000. Management has no current
plan to hire

                                       19
<PAGE>

additional employees, perform additional research and development or purchase
additional equipment or services beyond the requirements of the administrative
services agreement with iVoice. If there are additional deficiencies that are in
excess of the proceeds of the secured promissory note, management believes that
Deep Field Technologies can limit its operations, defer payments to management
and maintain its business at nominal levels until it can identify alternative
sources of capital.

       Except for these two financing agreements, the Company currently has no
other significant sources of working capital or cash commitments. However, no
assurance can be given that Deep Field Technologies will raise sufficient funds
from such financing arrangements, or that Deep Field Technologies will ever
produce sufficient revenues to sustain its operations.

       On August 5, 2005, Deep Field Technologies assumed an aggregate of
$190,000 in liabilities from iVoice and iVoice assigned to Deep Field
Technologies assets having an aggregate book value of $3,000. Deep Field
Technologies believes that the fair value of these assets may be greater than
the book value, although it has not undertaken an appraisal. The assumed
obligations are described below.

       Deep Field Technologies assumed from iVoice an outstanding promissory
note in the amount of $190,000 payable to Jerry Mahoney. This amount is related
to funds that had been loaned to iVoice in July 2000 that were used to develop
the unified messaging systems business. The amount of $190,000 includes
approximately $32,110 for interest on the original loan from Jerry Mahoney to
iVoice. Pursuant to the terms of the promissory note, Deep Field Technologies,
for value received, will pay to Mr. Mahoney the principal sum of $190,000 that
will bear interest at the prime rate plus 2% per annum on the unpaid balance
until paid or until default. Interest payments will be due annually. All accrued
interest becomes due on the date of any payment of the promissory note. At the
time of default (if any) the interest rate shall increase to 20% until the
principal balance has been paid. Under the terms of the promissory note, at the
option of the note holder, principal and interest can be converted into either
(i) one share of Class B Common Stock of Deep Field Technologies, par value
$0.01, for each dollar owed, (ii) the number of shares of Class A Common Stock
of Deep Field Technologies calculated by dividing (x) the sum of the principal
and interest that the note holder has requested to have prepaid by (y) eighty
percent (80%) of the lowest issue price of Class A Common Stock since the first
advance of funds under this note, or (iii) payment of the principal of this
note, before any repayment of interest. Deep Field Technologies has yet to
record this liability on its financial statements, as the promissory note was
not assumed by Deep Field Technologies until August 5, 2005.

       During the three months ended March 31, 2006, the Company had a net
decrease in cash of $55,852. The Company's principal sources and uses of funds
were as follows:

       CASH USED BY OPERATING ACTIVITIES. The Company used $55,582 in cash for
operating activities in the three months ended March 31, 2006. This was
primarily the result of the cash used to fund the loss from current operating
activities.

                                       20
<PAGE>

PENDING TRANSACTION

       On January 12, 2006, Deep Field Technologies, Inc. (the "Company")
entered into a Securities Exchange Agreement (the "Securities Exchange") by and
among the Company, Beijing Sino-US Jinche Yingang Auto Technological Services
Limited, a cooperative joint venture under the laws of The People's Republic of
China ("Automart") and Automart's joint venture participants ("the JV
Participants") whereby the JV Participants will transfer 95% of their interest
in Automart to the Company in exchange for an aggregate of 116,245,399 Class A
Common Stock shares, or 85% of the outstanding shares of the Company, and the
total number of outstanding Class A Common Stock shares immediately after the
consummation of the transaction shall be 136,759,293 and 2 million of the
Company's Class B Common Stock shares.

       The closing of the Securities Exchange will occur upon the satisfaction
of a number of conditions precedents: (i) shareholder approval of the Securities
Exchange by the Company's shareholders, (ii) financing in the form of a
convertible debenture for not less than $4 million and (iii) the requisite
approvals by the People's Republic of China. It is anticipated that the closing
will occur in the third quarter 2006.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

       Certain information included in this Form 10-QSB and other materials
filed or to be filed by us with the Securities and Exchange Commission (as well
as information included in oral or written statements made by us or on our
behalf), may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.

                                       21
<PAGE>

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 Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. 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 fiscal quarter
covered by this Quarterly Report on Form 10-QSB are effective 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 Securities and Exchange Commission 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.

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 fiscal
quarter covered by this Quarterly Report on Form 10-QSB. There was no change in
the Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal quarter 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.

PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS

            10.1  Securities Exchange Agreement dated January 12, 2006 by and
                  among the Company, Beijing Sino-US Jinche Yingang Auto
                  Technological Services Limited, a cooperative joint venture
                  under the laws of The People's Republic of China ("Automart")
                  and Automart's joint venture participants previously filed as
                  Exhibit 10.1 in the Current Report on Form 8-K Amendment No. 2
                  dated January 12, 2006 and incorporated by reference therein.

            10.2  Amendment dated January 12, 2006 to the Securities Exchange
                  Agreement by and among the Company, Beijing Sino-US Jinche
                  Yingang Auto Technological Services Limited, a cooperative
                  joint venture under the laws of The People's Republic of China
                  ("Automart") and Automart's joint venture participants
                  previously filed as Exhibit 10.2 in the Current Report on Form
                  8-K Amendment No. 2 dated January 12, 2006 and incorporated by
                  reference therein.

            31.1  Certifications of the Chief Executive Officer and Chief
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

            32.1  Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
                  Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

                                       22
<PAGE>

                                   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:   May 15, 2006
   --------------------------
Mark Meller, President,
Chief Executive Officer and
Chief Financial Officer












                                       23
<PAGE>

                                  INDEX OF EXHIBITS

            10.1  Securities Exchange Agreement dated January 12, 2006 by and
                  among the Company, Beijing Sino-US Jinche Yingang Auto
                  Technological Services Limited, a cooperative joint venture
                  under the laws of The People's Republic of China ("Automart")
                  and Automart's joint venture participants previously filed as
                  Exhibit 10.1 in the Current Report on Form 8-K Amendment No. 2
                  dated January 12, 2006 and incorporated by reference therein.

            10.2  Amendment dated January 12, 2006 to the Securities Exchange
                  Agreement by and among the Company, Beijing Sino-US Jinche
                  Yingang Auto Technological Services Limited, a cooperative
                  joint venture under the laws of The People's Republic of China
                  ("Automart") and Automart's joint venture participants
                  previously filed as Exhibit 10.2 in the Current Report on Form
                  8-K Amendment No. 2 dated January 12, 2006 and incorporated by
                  reference therein.

            31.1  Certifications of the Chief Executive Officer and Chief
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

            32.1  Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
                  Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002
















                                       24