UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009  [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ___________ to ______________   DERBY RESOURCES, INC. (Exact name of registrant as specified in its charter)  Nevada0-5109413-4067620(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)P.O. Box 110310,
Naples, Florida 34108-0106(Address of principal executive offices)Registrants telephone number, including area code: (239) 598-2300   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 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]  (Do not check if a smaller reporting company)Smaller reporting company [ X ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No  As of June 1, 2009, the Company had 2,342,600 shares issued and outstanding.    1


PART I-FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS.   The financial statements of Derby Resources, Inc. (the "Company"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended December 31, 2008.   DERBY RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS PERIOD ENDED MARCH 31, 2006   INDEX TO FINANCIAL STATEMENTS:PageBalance Sheet3Statements of Operations4Statements of Stockholders Equity (Deficit)5-6Statements of Cash Flows7Notes to Unaudited Financial Statements8-9


2





|                                                                           |                   |                    
|-------------------------------------------------------------------------- | ----------------- | -------------------
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|BALANCE SHEET                                                             
|As of March 31, 2009 and December 31, 2008                                
|                                                                           |                   |                    
|                                                                           | Unaudited         | Audited            
|                                                                           | March 31,         | December 31,       
|ASSETS                                                                     | 2009              | 2008               
|CURRENT ASSETS                                                             |                   |                    
|Cash                                                                       | $               - | $                 -
|                                                                           |                   |                    
|TOTAL ASSETS                                                               | -                 | -                  
|                                                                           |                   |                    
|                                                                           |                   |                    
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                      |                   |                    
|CURRENT LIABILITIES                                                        |                   |                    
|Accrued Liabilities                                                        | 4,000             | 4,000              
|Payable to Stockholder                                                     | 37,817            | 34,479             
|TOTAL CURRENT LIABILITIES                                                  | 41,817            | 38,479             
|                                                                           |                   |                    
|STOCKHOLDERS' EQUITY                                                       |                   |                    
|Preferred Stock: Par value $.01; 5,000,000                                 |                   |                    
|shares authorized; no shares issued                                        |                   |                    
|and outstanding                                                            |                   |                    
|Common Stock: Par value $.001; 50,000,000 shares                           |                   |                    
|authorized; 2,342,600 shares issued and outstanding                        | 2,343             | 2,343              
|Additional paid in capital                                                 | 2,760             | 2,760              
|Deficit accumulated during the development stage                           | (46,920)          | (43,582)           
|TOTAL STOCKHOLDERS' DEFICIT                                                | (41,817)          | (38,479)           
|                                                                           |                   |                    
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                | $               - | $                 -
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|                                                                           |                   |                    
|The accompanying notes are an integral part of these financial statements.




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|                                                                           |  |           |           |          |                                            |                                                    |                    
|-------------------------------------------------------------------------- |  | --------- | --------- | -------- | ------------------------------------------ | -------------------------------------------------- | -------------------
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|STATEMENT OF OPERATIONS                                                   
|For the Period June 4, 1999 (inception) thru March 31, 2009               
|                                                                           |  |           |           |          |                                            |                                                    |                    
|                                                                           |  |           |           |          | For the Three Months Ended      March  31, | Cumulative Amount from June 4, 1999 (inception) to
|                                                                           |  |           |           |          | 2009                                       | 2008                                               | March 31, 2009     
|REVENUES                                                                   |  |           |           |          |                                            |                                                    |                    
|Sales                                                                      |  |           |           |          | $                 -                        |                                                    | $                 -
|Cost of Sales                                                              |  |           |           |          | -                                          | -                                                  | -                  
|                                                                           |  |           |           |          |                                            |                                                    |                    
|Gross Profit                                                               |  |           |           |          |                                            |                                                    |                    
|                                                                           |  |           |           |          |                                            |                                                    |                    
|OPERATING EXPENSES                                                         |  |           |           |          |                                            |                                                    |                    
|Administrative and General                                                 |  |           |           |          | 3,338                                      | 500                                                | 46,974             
|TOTAL OPERATING EXPENSES                                                   |  |           |           | 3,338    | 500                                        | 46,974                                            
|                                                                           |  |           |           |          |                                            |                                                    |                    
|LOSS FROM OPERATIONS                                                       |  |           |           |          | (3,338)                                    | (500)                                              | (46,974)           
|                                                                           |  |           |           |          |                                            |                                                    |                    
|OTHER INCOME                                                               |  |           |           |          |                                            |                                                    |                    
|Interest Income                                                            |  |           |           |          | -                                          | -                                                  | 54                 
|                                                                           |  |           |           |          |                                            |                                                    |                    
|TOTAL OTHER INCOME                                                         |  |           |           |          | -                                          | -                                                  | 54                 
|                                                                           |  |           |           |          |                                            |                                                    |                    
|                                                                           |  |           |           |          |                                            |                                                    |                    
|NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES                            |  | (3,338)   | (500)     | (46,920)
|                                                                           |  |           |           |          |                                            |                                                    |                    
|PROVISION FOR INCOME TAXES                                                 |  |           |           |          | -                                          | -                                                  | -                  
|                                                                           |  |           |           |          |                                            |                                                    |                    
|NET INCOME (LOSS)                                                          |  |           |           |          | (3,338)                                    | (500)                                              | (46,920)           
|                                                                           |  |           |           |          |                                            |                                                    |                    
|BASIC AND DILUTED NET LOSS PER SHARE                                       |  |           | **        | **       |                                           
|                                                                           |  |           |           |          |                                            |                                                    |                    
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                              |  | 2,342,600 | 2,342,600 |         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these financial statements.




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|                                                            |              |                  |                   |                     |                 
|----------------------------------------------------------- | ------------ | ---------------- | ----------------- | ------------------- | ----------------
|Derby Resources, Inc.                                      
|(A Development Stage Company)                              
|STATEMENT OF STOCKHOLDERS' EQUITY                          
|For the Period June 4, 1999 (inception) thru March 31, 2009
|                                                            |              |                  |                   |                     |                 
|                                                            |              |                  |                   |                     |                 
|                                                            |              |                  |                   |                     |                 
|                                                            | Common Stock | Additional       | Retained          |                    
|Par Value of $0.001                                         |              |                  | Paid-in           | Earnings            |                 
|                                                            | Shares       | Amount           | Capital           | (Deficit)           | Total           
|                                                            |              |                  |                   |                     |                 
|Balance at June 4, 1999 (date of inception)                 |              | $              - | $               - | $                 - | $              -
|Common stock issued for cash                                | 689,700      | 690              | 2,760             |                     | 3,450           
|Net loss for the year                                       | -            | -                | -                 | (2,745)             | (2,745)         
|Balance December 31, 1999                                   | 689,700      | 690              | 2,760             | (2,745)             | 705             
|                                                            |              |                  |                   |                     |                 
|Common stock issued for cash                                | -            | -                | -                 | -                   | -               
|Net loss for the year                                       | -            | -                | -                 | (2,052)             | (2,052)         
|Balance December 31, 2000                                   | 689,700      | 690              | 2,760             | (4,797)             | (1,347)         
|                                                            |              |                  |                   |                     |                 
|Common stock issued for cash                                | 360,000      | 360              | -                 | -                   | 360             
|Net loss for the year                                       | -            | -                | -                 | (2,061)             | (2,061)         
|Balance December 31, 2001                                   | 1,049,700    | 1,050            | 2,760             | (6,858)             | (3,048)         
|                                                            |              |                  |                   |                     |                 
|Common stock issued for cash                                | -            | -                | -                 | -                   | -               
|Net loss for the year                                       | -            | -                | -                 | (215)               | (215)           
|Balance December 31, 2002                                   | 1,049,700    | 1,050            | 2,760             | (7,073)             | (3,263)         
|                                                            |              |                  |                   |                     |                 
|Net loss for the year                                       | -            | -                | -                 | -                   | -               
|Balance December 31, 2003                                   | 1,049,700    | 1,050            | 2,760             | (7,073)             | (3,263)         
|                                                            |              |                  |                   |                     |                 
|Common stock issued for debt                                | 1,292,900    | 1,293            | -                 | -                   | 1,293           
|Net loss for the year                                       | -            | -                | -                 | (6,500)             | (6,500)         
|Balance December 31, 2004                                   | 2,342,600    | 2,343            | 2,760             | (13,573)            | (8,470)         
|                                                            |              |                  |                   |                     |                 
|Net loss for the year                                       | -            | -                | -                 | (18,847)            | (18,847)        
|Balance December 31, 2005                                   | 2,342,600    | 2,343            | 2,760             | (32,420)            | (27,317)        
|                                                            |              |                  |                   |                     |                 
|Net loss for the year                                       | -            | -                | -                 | (4,931)             | (4,931)         
|Balance December 31, 2006                                   | 2,342,600    | 2,343            | 2,760             | (37,351)            | (32,248)        
|                                                            |              |                  |                   |                     |                 




5





|                                                                           |           |       |       |          |         
|-------------------------------------------------------------------------- | --------- | ----- | ----- | -------- | --------
|Net loss for the year                                                      | -         | -     | -     | (4,210)  | (4,210) 
|Balance December 31, 2007                                                  | 2,342,600 | 2,343 | 2,760 | (41,561) | (36,458)
|                                                                           |           |       |       |          |         
|Net loss for the year                                                      | -         | -     | -     | (2,021)  | (2,021) 
|Balance December 31, 2008                                                  | 2,342,600 | 2,343 | 2,760 | (43,582) | (38,479)
|                                                                           |           |       |       |          |         
|Net loss for the period                                                    | -         | -     | -     | (3,338)  | (3,338) 
|Balance March 31, 2009                                                     | 2,342,600 | 2,343 | 2,760 | (46,920) | (41,817)
|                                                                           |           |       |       |          |         
|                                                                           |           |       |       |          |         
|                                                                           |           |       |       |          |         
|The accompanying notes are an integral part of these financial statements.




6





|                                                                           |  |                                            |                                                    |               
|-------------------------------------------------------------------------- |  | ------------------------------------------ | -------------------------------------------------- | --------------
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|STATEMENT OF CASH FLOWS                                                   
|For the Period June 4, 1999 (inception) thru March 31, 2009               
|                                                                           |  |                                            |                                                    |               
|                                                                           |  |                                            |                                                    |               
|                                                                           |  | For the Three Months Ended      March  31, | Cumulative Amount from June 4, 1999 (inception) to
|                                                                           |  | 2009                                       | 2008                                               | March 31, 2009
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |  |                                            |                                                    |               
|Net Income (Loss)                                                          |  | $         (3,338)                          | $          (500)                                   | (46,920)      
|Adjustments to reconcile net loss to net                                   |  |                                            |                                                    |               
|cash used in operations:                                                   |  |                                            |                                                    |               
|Common stock issued for services                                           |  |                                            |                                                    |               
|Changes in operating liabilities and assets                                |  |                                            |                                                    |               
|Accrued liabilities                                                        |  | -                                          | -                                                  | 4,000         
|                                                                           |  |                                            |                                                    |               
|NET CASH USED IN OPERATING ACTIVITIES                                      |  | (3,338)                                    | (500)                                              | (42,920)      
|                                                                           |  |                                            |                                                    |               
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |  |                                            |                                                    |               
|Increase payable to stockholder                                            |  | 3,338                                      | 500                                                | 37,817        
|Contributed capital                                                        |  |                                            |                                                    |               
|Issuance of common stock for debt                                          |  | -                                          | -                                                  | 1,293         
|Issuance of common stock for cash                                          |  | -                                          | -                                                  | 3,810         
|Net cash provided by financing activities                                  |  | 3,338                                      | 500                                                | 42,920        
|                                                                           |  |                                            |                                                    |               
|                                                                           |  |                                            |                                                    |               
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       |  | -                                          | -                                                  | -             
|                                                                           |  |                                            |                                                    |               
|CASH AND CASH EQUIVALENTS                                                  |  |                                            |                                                    |               
|Beginning of Period                                                        |  | -                                          | -                                                  | -             
|End of Period                                                              |  | -                                          | -                                                  | -             
|                                                                           |  |                                            |                                                    |               
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                          |  |                                            |                                                    |               
|Cash paid for interest                                                     |  | -                                          | -                                                  | -             
|Cash paid for income taxes                                                 |  | -                                          | -                                                  | -             
|                                                                           |  |                                            |                                                    |               
|                                                                           |  |                                            |                                                    |               
|                                                                           |  |                                            |                                                    |               
|                                                                           |  |                                            |                                                    |               
|The accompanying notes are an integral part of these financial statements.




7


DERBY RESOURCES,, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (JUNE 4, 1999) THROUGH MARCH 31, 2009   NOTE 1  ORGANIZATION  Derby Resources, Inc. (a development stage enterprise) (the Company) was formed on June 4, 1999 in the State of Nevada. The Companys activities to date have been primarily directed towards the raising of capital and seeking business opportunities.  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation - Development Stage Company  The Company has not earned any revenue from operations.  Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.  The accompanying unaudited interim financial statements have been prepared in accordance with Form 10-Q instructions and, in the opinion of management, include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2009 and the results of operations for the three months and three months ended March 31, 2009, 2008 and the period inception (June 4, 1999 through March 31, 2009).  The results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Company's financial statements and notes for the year ended December 31, 2008, as filed on Form 10-K.  Certain information and footnote disclosures normally included in the financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the financial statements and notes thereto contained in the Company's 2008 Annual Report on Form 10-K. Our results for the three months ended March 31, 2009 may not be indicative of our results for the twelve months ended December 31, 2009.  New Accounting Pronouncements  In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset in a Market That Is Not Active (FSP 157-3), which clarifies the application of SFAS 157 when the market for a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1) managements internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The Company adopted the provisions of FSP 157-3, which did not impact the Companys financial position or results of operations.  In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (FSP FAS 140-4


8


and FIN 46(R)-8). FSP FAS 140-4 and FIN 46(R)-8 amends FAS 140 and FIN 46(R) to require additional disclosures regarding transfers of financial assets and interest in variable interest entities. FSP FAS 140-4 and FIN 46(R)-8 is effective for interim or annual reporting periods ending after December 15, 2008. FSP FAS 140-4 and FIN 46(R)-8 did not have any impact on the Company's financial statements.  In January 2009, the FASB issued FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20, and EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets. FSP EITF 99-20-1 changes the impairment model included within EITF 99-20 to be more consistent with the impairment model of SFAS 115. FSP EITF 99-20-1 achieves this by amending the impairment model in EITF 99-20 to remove its exclusive reliance on market participant estimates of future cash flows used in determining fair value. Changing the cash flows used to analyze other-than-temporary impairment from the market participant view to a holders estimate of whether there has been a probable adverse change in estimated cash flows allows companies to apply reasonable judgment in assessing whether another-than-temporary impairment has occurred. The adoption of FSP EITF 99-20-1, which is effective for annual reporting periods ending after December 15, 2008, did not have a material impact on our financial statements.  NOTE 3  GOING CONCERN  The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.  NOTE 4  RELATED PARTY TRANSACTIONS  A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Total amount paid during the three months ended March 31, 2009 was $3,338.  The balance payable to the shareholder at March 31, 2009 and December 31, 2008 were $37,817 and $34,479, respectively.


9


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Overview and Recent Developments   Derby Resources, Inc. was incorporated under the laws of the State of Nevada on June 4, 1999.  To date, the Companys only activities have been organizational ones, directed at developing its business plan, raising its initial capital, and, as disclosed on Forms 8-K filed with the Securities and Exchange Commission (SEC) on June 9, 2005 and January 10, 2006, entering into and subsequently cancelling a share exchange agreement.   In conjunction with the entry into the share exchange agreement the Company changed its name to China Marketing Media, Inc.  Subsequent to the cancellation of the share exchange agreement, as reported on Form 8-K filed with the SEC on March 31, 2009, the Company changed its name back to Derby Resources, Inc.  On April 1, 2006, the Company became delinquent in filing its periodic reports and during the period from April 2006 to March 2009 was completely inactive.   Beginning in March 2009, the Company changed its name back to Derby Resources, Inc. and elected to take the steps needed to again become current in filing its reports in order to pursue its original business plan of seeking to locate a suitable business acquisition candidate.  The Company has no full-time employees and owns no real estate.  For the fiscal year ending December 31, 2009, the Company expects to continue efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to


10


operate at a loss after completion of a business combination.  During the next twelve (12) months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934 as amended.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.  No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.  The majority shareholders are under no obligation to pay such expenses.  If the Company is unable to raise additional funds, it will not be able to pursue its business plan.  In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.  Liquidity and Capital Resources  As of March 31, 2009, the Company remained in the development stage.  As of March 31, 2009, the Companys balance sheet reflected total assets of $nil and total current liabilities of $41,817.  The Company has cash on hand of $nil and a deficit accumulated in the development stage of $46,920  The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through sale of securities.  As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction.  The majority shareholders are under no obligation to pay such expenses.   Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not Applicable.  ITEM 4T. CONTROLS AND PROCEDURES.  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be


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disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.  On April 1, 2006, the Company became delinquent in filing its periodic reports and during the period from April  2006 to March 2009, was completely inactive.  Accordingly, no timely evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed as of the end of the period covered by this delinquent report.  However, in conjunction with the preparation and filing of this delinquent report, we carried out a retroactive evaluation, under supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this report, and as of the date of the filing of this report.  Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this report and the date of the filing of this report, our disclosure controls and procedures were designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures: i) were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of the forgoing objectives, due to the fact that the Company became delinquent in its reporting obligations; and ii) were effective as of the filing of this Form 10-Q to achieve these objectives.  Changes in Internal Control over Financial Reporting  There was no change in the Company's internal control over financial reporting during the Companys fiscal quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  PART II-OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS.  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.  ITEM 1A. RISK FACTORS.  Not Applicable.


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  None.     ITEM 3. DEFAULTS UPON SENIOR SECURITIES.  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None.  ITEM 5. OTHER INFORMATION.  None.  ITEM 6. EXHIBITS.  (a) The following exhibits are filed herewith:  31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   SIGNATURES  Pursuant to the requirements 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.  DERBY RESOURCES, INC.   By:  /S/ Frank Pioppi Frank Pioppi, Chief Executive Officer, Chief Financial Officer  Date:  June 10, 2009


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