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 June 30, 2007  [] 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, 2006.   DERBY RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS PERIOD ENDED JUNE 30, 2007   INDEX TO FINANCIAL STATEMENTS:PageBalance Sheet3Statements of Operations4Statements of Stockholders Equity (Deficit)5Statements of Cash Flows6Notes to Unaudited Financial Statements7-10


2





|                                                                           |      |                        |                      |                        |                     
|-------------------------------------------------------------------------- | ---- | ---------------------- | -------------------- | ---------------------- | --------------------
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|BALANCE SHEET                                                             
|As of June 30, 2007                                                       
|(Unaudited)                                                               
|                                                                           |      |                        |                      |                        |                     
|                                                                           |      |                        |                      |                        | December 31,        
|ASSETS                                                                     | 2007 | 2006                  
|CURRENT ASSETS                                                             |      |                        |                      |                        |                     
|Cash                                                                       |      |                        |                      | $                    - | $                  -
|                                                                           |      |                        |                      |                        |                     
|TOTAL ASSETS                                                               |      |                        |                      | -                      | -                   
|                                                                           |      |                        |                      |                        |                     
|                                                                           |      |                        |                      |                        |                     
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                      |      |                       
|CURRENT LIABILITIES                                                        |      |                        |                      |                        |                     
|Accrued Liabilities                                                        |      |                        |                      | 2,000                  | 2,000               
|Payable to Stockholder                                                     |      |                        |                      | 30,748                 | 30,248              
|TOTAL CURRENT LIABILITIES                                                  |      |                        |                      | 32,748                 | 32,248              
|                                                                           |      |                        |                      |                        |                     
|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                           |      |                        | (37,851)             | (37,351)              
|TOTAL STOCKHOLDERS' DEFICIT                                                |      |                        |                      | (32,748)               | (32,248)            
|                                                                           |      |                        |                      |                        |                     
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                |      | $                    - | $                  -
|                                                                           |      |                        |                      |                        |                     
|                                                                           |      |                        |                      |                        |                     
|                                                                           |      |                        |                      |                        |                     
|The accompanying notes are an integral part of these financial statements.




3





|                                                                           |                                      |                                   |                                                             |           |                    
|-------------------------------------------------------------------------- | ------------------------------------ | --------------------------------- | ----------------------------------------------------------- | --------- | -------------------
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|STATEMENT OF OPERATIONS                                                   
|For the Period June 4, 1999 (inception) thru June 30, 2007                
|                                                                           |                                      |                                   |                                                             |          
|                                                                           | For the Three Months Ended  June 30, | For the Six Months Ended June 30, | Cumulative Amount from June 4, 1999 (inception) to June 30,
|                                                                           | 2007                                 | 2006                              | 2007                                                        | 2006      | 2007               
|REVENUES                                                                   |                                      |                                   |                                                             |           |                    
|Sales                                                                      | $              -                     |                                   | $              -                                            |           | $                 -
|Cost of Sales                                                              | -                                    | -                                 | -                                                           | -         | -                  
|                                                                           |                                      |                                   |                                                             |           |                    
|Gross Profit                                                               |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|OPERATING EXPENSES                                                         |                                      |                                   |                                                             |           |                    
|Administrative and General                                                 | -                                    | -                                 | 500                                                         | 500       | 37,905             
|TOTAL OPERATING EXPENSES                                                   | -                                    | -                                 | 500                                                         | 500       | 37,905             
|                                                                           |                                      |                                   |                                                             |           |                    
|LOSS FROM OPERATIONS                                                       | -                                    | -                                 | (500)                                                       | (500)     | (37,905)           
|                                                                           |                                      |                                   |                                                             |           |                    
|OTHER INCOME                                                               |                                      |                                   |                                                             |           |                    
|Interest Income                                                            | -                                    | -                                 | -                                                           | -         | 54                 
|                                                                           |                                      |                                   |                                                             |           |                    
|TOTAL OTHER INCOME                                                         | -                                    | -                                 | -                                                           | -         | 54                 
|                                                                           |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES                            | -                                    | -                                 | (500)                                                       | (500)     | (37,851)           
|                                                                           |                                      |                                   |                                                             |           |                    
|PROVISION FOR INCOME TAXES                                                 | -                                    | -                                 | -                                                           | -         | -                  
|                                                                           |                                      |                                   |                                                             |           |                    
|NET INCOME (LOSS)                                                          | -                                    | -                                 | (500)                                                       | (500)     | (37,851)           
|                                                                           |                                      |                                   |                                                             |           |                    
|BASIC AND DILUTED NET LOSS PER SHARE                                       | **                                   | **                                | **                                                          | **        |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                              | 2,342,600                            | 2,342,600                         | 2,342,600                                                   | 2,342,600 |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|                                                                           |                                      |                                   |                                                             |           |                    
|The accompanying notes are an integral part of these financial statements.




4





|                                                                           |              |                      |                    |                     |                      | 
|-------------------------------------------------------------------------- | ------------ | -------------------- | ------------------ | ------------------- | -------------------- | 
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|STATEMENT OF STOCKHOLDERS' EQUITY                                         
|For the Period June 4, 1999 (inception) thru June 30, 2007                
|                                                                           |              |                      |                    |                     |                     
|                                                                           |              |                      |                    |                     |                     
|                                                                           |              |                      |                    |                     |                     
|                                                                           | 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)            
|                                                                           |              |                      |                    |                     |                     
|Net loss for the period                                                    | -            | -                    | -                  | (500)               | (500)               
|Balance June 30, 2007                                                      | 2,342,600    | 2,343                | 2,760              | (37,851)            | (32,748)            
|                                                                           |              |                      |                    |                     |                     
|                                                                           |              |                      |                    |                     |                     
|The accompanying notes are an integral part of these financial statements.




5





|                                                                           |   |   |       |                                    |                                                    |         
|-------------------------------------------------------------------------- | - | - | ----- | ---------------------------------- | -------------------------------------------------- | --------
|Derby Resources, Inc.                                                     
|(A Development Stage Company)                                             
|STATEMENT OF CASH FLOWS                                                   
|For the Period June 4, 1999 (inception) thru June 30, 2007                
|                                                                           |   |   |       |                                    |                                                    |         
|                                                                           |   |   |       | For the Six  Months Ended
June 30, | Cumulative Amount from June 4, 1999 (inception) to
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |   |   | 2007  | 2006                               | June 30, 2007                                     
|                                                                           |   |   |       |                                    |                                                   
|Net Income (Loss)                                                          |   |   |       | (500)                              | $            (500)                                 | (37,851)
|Adjustments to reconcile net loss to net                                   |   |   |       |                                    |                                                   
|cash used in operations:                                                   |   |   |       |                                    |                                                    |         
|Common stock issued for services                                           |   |   |       |                                    |                                                    |         
|Changes in operating liabilities and assets                                |   |   |       |                                    |                                                   
|Accrued liabilities                                                        |   |   |       |                                    |                                                    | 2,000   
|                                                                           |   |   |       |                                    |                                                    |         
|NET CASH USED IN OPERATING ACTIVITIES                                      |   |   | (500) | (500)                              | (35,851)                                          
|                                                                           |   |   |       |                                    |                                                    |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |   |   |       |                                    |                                                   
|Increase payable to stockholder                                            |   |   |       | 500                                | 500                                                | 30,748  
|Contributed capital                                                        |   |   |       |                                    |                                                    | -       
|Issuance of common stock for debt                                          |   |   |       |                                    |                                                    | 1,293   
|Issuance of common stock for cash                                          |   |   |       | -                                  | -                                                  | 3,810   
|Net cash provided by financing activities                                  |   |   |       | 500                                | 500                                                | 35,851  
|                                                                           |   |   |       |                                    |                                                    |         
|                                                                           |   |   |       |                                    |                                                    |         
|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.




6


DERBY RESOURCES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (JUNE 4, 1999) THROUGH JUNE 30, 2007  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 June 30, 2007 and the results of operations for the three months and six months ended June 30, 2007, 2006 and the period inception (June 4, 1999 through June 30, 2007).  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, 2006, 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 2006 Annual Report on Form 10-K. Our results for the six months ended June 30, 2007 may not be indicative of our results for the twelve months ended December 31, 2007.  New Accounting Pronouncements   In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29" effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the Company's Consolidated Financial Statements.  In March, 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement Obligations-an Interpretation of FASB Statement No. 143" ("FIN No. 47"). FIN No. 47 clarifies the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement are conditional on a future event. FIN No. 47 is effective for us no later than December 31, 2005. We do not expect that the adoption of FIN No.


7


47 will have a material impact on our financial condition or results of operations.  In May, 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections, a replacement of APB No. 20 and FASB Statement No. 3" ("SFAS No. 154"). SFAS No. 154 requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle unless it is impracticable. APB Opinion No. 20 "Accounting Changes" previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This statement is effective for our Company as of January 1, 2006.  In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 amends SFAS No 133, Accounting for Derivative Instruments and Hedging Activities, and SFAF No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 155, permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation.  It clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Companys first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 is not expected to have a material impact on the Companys results of operations or financial position.  In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48) which prescribes a recognition threshold and measurement attribute, as well as criteria for subsequently recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. FIN 48 also requires expanded disclosure with respect to the uncertainty in income tax assets and liabilities. FIN 48 is effective for fiscal years beginning after December 15, 2006, which will be the Companys calendar year 2007, and is required to be recognized as a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of FIN 48 is not expected to have a material impact on the Companys consolidated results of operations or financial position.  In June 2006, the Financial Accounting Standards Board (FASB) ratified the provisions of Emerging Issues Task Force (EITF) Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation). EITF Issue No. 06-3 requires that the presentation of taxes within revenue-producing transactions between a seller and a customer, including but not limited to sales, use, value added, and some excise taxes, should be on either a gross (included in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which will be the Companys calendar year 2007. The adoption of EITF Issue No. 06-3 is not expected to have a material impact on the Companys results of operations or financial position.  In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No.108 (SAB No. 108), Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements. SAB No. 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time


8


cumulative effect transition adjustment. SAB No. 108 is effective for the fiscal year beginning November 15, 2006. The adoption of SAB No. 108 is not expected to have a material impact on the Companys results of operations or financial position.  In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of its first fiscal year that begins after September 15, 2006. An entity should apply the requirements for recognition and initial measurement of servicing assets and servicing liabilities prospectively to all transactions after the effective date of this Statement.  In September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice.  Statement No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  The Company does not expect application of SFAS No. 156, 157 and 158 to have a material effect on its financial statements.  In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159).  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Companies should report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  This statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007.  The Company is currently assessing the potential impact, if any, for the adoption of SFAS No.159 on its financial statements.  In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements.  The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its consolidated financial statements.  (a.)  SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in


9


the business combination or a gain from a bargain purchase.  (b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parents equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parents ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.  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 June 30, 2007 was $0.  The balance payable to the shareholder at June 30, 2007 and December 31, 2006 were $30,748 and $30,248, respectively.


10


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 operate at a loss after completion of a business combination.


11


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 June 30, 2007, the Company remained in the development stage.  As of June 30, 2007, the Companys balance sheet reflected total assets of $nil and total current liabilities of $32,748.  The Company has cash on hand of $nil and a deficit accumulated in the development stage of $37,851.  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 disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded,


12


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 June 30, 2007 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.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


13


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


14