U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
              ACT
      OF 1934





For the
quarterly period ended December 31, 2008


OR


 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
              ACT
      OF 1934





For the
transition period from ______ to ________





Commission
File Number 333-139660





DEERFIELD
RESOURCES, LTD.


(Exact
Name of Registrantas Specified in its Charter)





Nevada
            1000
            98-0506246(State
      or
      other jurisdictionof
              Incorporation
      or organization)
            (Primary
      SIC Number)
            (IRS
      Employer ID Number)





50
Christopher Columbus Drive


Suite
1606, Jersey City, NJ 07302


(800)526-1147


(Address
and telephone number of principal executive offices)




513
Mariners Way


Collingwood,
Ontario Canada L9Y5C7


(Former
address of principal executive offices)





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





Indicate
by check mark whether the Registrant is a 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. (Check
One):





Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈
            
            Non-accelerated
      filer  ̈
            
            Smaller
      reporting company þ(Do
      not check if a smaller
              reporting
      company)





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes xNo  ̈





There
were 32,600,000 shares of Common Stock outstanding as of February 16,
2009.





DEERFIELD
RESOURCES, LTD.




TABLE
OF CONTENTS




PagePart
      I Financial InformationItem 1
                  Financial
      StatementsBalance
      Sheets (unaudited)
                  1Interim Statements
      of Operations (unaudited)
                  2Interim
      Statement of Changes In Stockholders’ Equity (Deficit)
      (unaudited)
                  3Interim
      Statements of Cash Flows (unaudited)
                  4Notes
      to the Unaudited Interim
      Financial Statements
                  5Item 2
                  Management’s
      Discussion and Analysisor
      Plan of Operation
                  12Item 4T
                  Controls
      and Procedures
                  13Part
      II Other Information
                  14Item
      2
                  Unregistered
      Sale of Equity Securities and Use of Proceeds
                  14Item
      4
                  Submission
      of Matters to a Vote of Security Holders
                  14Item
      5
                  Other
      Information
                  14Item 6
                  Exhibits
                  15SignaturesExhibit
      – Certification of Principal  Executive Officer and Principal
      Financial OfficerExhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer





PART
I – FINANCIAL INFORMATION





Item
1.  InterimFinancial Statements




The
accompanying interim unaudited financial statements of Deerfield Resources,
Ltd., (a Nevada corporation) are condensed and, therefore, do not include all
disclosures normally required by accounting principles generally accepted in the
United States of America. These statements should be read in conjunction with
the Company's most recent audited financial statements for the year ended
September 30, 2008 included in a Form 10-KSB filed with the U.S. Securities and
Exchange Commission (“SEC”) on December 29, 2008. In the opinion of management,
all adjustments necessary for a fair presentation have been included in the
accompanying condensed financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying condensed
financial statements for the period ended December 31, 2008 are not necessarily
indicative of the operating results that may be expected for the full year
ending September 30, 2009.









Deerfield
Resources, Ltd.


(An
Exploration Stage Company)


Balance
Sheets





As of
                            
                            
                            As ofDecember 31,
                            
                            
                            September 30,2008
                            
                            
                            2008(Unaudited)ASSETSCurrent
      AssetsCash
                            
                            $
                            3,474
                            
                            
                            $
                            22,176Prepaid
      expenses
                            
                            
                            -
                            
                            
                            
                            187Total
      Current Assets
                            
                            
                            3,474
                            
                            
                            
                            22,363TOTAL
      ASSETS
                            
                            $
                            3,474
                            
                            
                            $
                            22,363LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                            
                            $
                            29,520
                            
                            
                            $
                            8,627Notes
      payable – related party (note 6)
                            
                            
                            35,000
                            
                            
                            
                            -Accrued
      interest, notes payable – related party (note 6)
                            
                            
                            501
                            
                            
                            
                            -Total
      Current Liabilities
                            
                            
                            65,021
                            
                            
                            
                            8,627TOTAL
      LIABILITIES
                            
                            
                            65,021
                            
                            
                            
                            8,627STOCKHOLDERS’
      EQUITY (DEFICIT) (note 3)Preferred
      stock, par value $0.001, 10,000,000 shares authorized, none issued and
      outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, par value $0.001, 300,000,000 shares authorized, 32,600,000
      (926,000 - September 30, 2008) shares issued and
    outstanding
                            
                            
                            32,600
                            
                            
                            
                            926Additional
      paid-in capital
                            
                            
                            89,274
                            
                            
                            
                            89,274Deficit
      accumulated during the exploration stage
                            
                            
                            (183,421
                            )
                            
                            
                            (76,464
                            )Total
      Stockholders’ Equity (Deficit)
                            
                            
                            (61,547
                            )
                            
                            
                            13,736TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
                            
                            $
                            3,474
                            
                            
                            $
                            22,363





The
accompanying notes are an integral part of these unaudited financial
statements.




1





Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Interim
Statements of Operations
 (Unaudited)





Cumulativefrom Inception(June 21, 2006)Three Months Ended December 31,
                        
                        
                        to December 31,2008
                        
                        
                        2007
                        
                        
                        2008Income
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -ExpensesMineral
      property costs
                        
                        
                        2,500
                        
                        
                        
                        5,000
                        
                        
                        
                        34,652Professional
      fees
                        
                        
                        103,956
                        
                        
                        
                        6,786
                        
                        
                        
                        148,517Office
      and administrative
                        
                        
                        -
                        
                        
                        
                        337
                        
                        
                        
                        1,788Total
      Operating Expenses
                        
                        
                        106,456
                        
                        
                        
                        12,123
                        
                        
                        
                        184,957Other
      Income (Expense)Interest
      income
                        
                        
                        -
                        
                        
                        
                        330
                        
                        
                        
                        2,037Interest
      expense
                        
                        
                        (501
                        )
                        
                        
                        -
                        
                        
                        
                        (501
                        )Total
      Other Income (Expense)
                        
                        
                        (501
                        )
                        
                        
                        330
                        
                        
                        
                        1,536Net
      Loss Applicable to Common Shares
                        
                        $
                        (106,957
                        )
                        
                        $
                        (11,793
                        )
                        
                        $
                        (183,421
                        )Basic
      and Diluted Loss per Common Share
                        
                        $
                        (0.07
                        )
                        
                        $
                        (0.01
                        )Weighted
      Average Number ofCommon
      Shares Outstanding
                        
                        
                        1,622,132
                        
                        
                        
                        926,000





The
accompanying notes are an integral part of these unaudited financial
statements.




2





Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Interim
Statement of Changes in Stockholders’ Equity (Deficit)
 For the
Period of Inception (June 21, 2006) to December 31, 2008





Common Stock
                              
                              
                              Additional
                                Paid-In
                              
                              
                              Deficit
                                Accumulated
                                During the
                                Exploration
                              
                              
                              Total
                                Stockholders’
                                EquityShares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Stage
                              
                              
                              (Deficit)Balance,
      June 21, 2006 (Inception)
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Common
      shares issued for cash at  $0.025per
      share, June 27, 2006
                              
                              
                              200,000
                              
                              
                              
                              200
                              
                              
                              
                              4,800
                              
                              
                              
                              -
                              
                              
                              
                              5,000Common
      shares issued for cash at $.05 pershare,
      August 1, 2006
                              
                              
                              400,000
                              
                              
                              
                              400
                              
                              
                              
                              19,600
                              
                              
                              
                              -
                              
                              
                              
                              20,000Loss
      for the period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (972
                              )
                              
                              
                              (972
                              )Balance,
      September 30, 2006
                              
                              
                              600,000
                              
                              
                              
                              600
                              
                              
                              
                              24,400
                              
                              
                              
                              (972
                              )
                              
                              
                              24,028Common
      shares issued for cash at  $0.20 pershare,
      July 11, 2007
                              
                              
                              326,000
                              
                              
                              
                              326
                              
                              
                              
                              64,874
                              
                              
                              
                              -
                              
                              
                              
                              65,200Loss
      for the year
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (40,201
                              )
                              
                              
                              (40,201
                              )Balance,
      September 30, 2007
                              
                              
                              926,000
                              
                              
                              
                              926
                              
                              
                              
                              89,274
                              
                              
                              
                              (41,173
                              )
                              
                              
                              49,027Loss
      for the year
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (35,291
                              )
                              
                              
                              (35,291
                              )Balance,
      September 30, 2008
                              
                              
                              926,000
                              
                              
                              
                              926
                              
                              
                              
                              89,274
                              
                              
                              
                              (76,464
                              )
                              
                              
                              13,736Common
      shares issued for services at  $0.001per
      share, December 29, 2008
                              
                              
                              31,674,000
                              
                              
                              
                              31,674
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              31,674Loss
      for the period (unaudited)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (106,957
                              )
                              
                              
                              (106,957
                              )Balance,
      December 31, 2008 (unaudited)
                              
                              
                              32,600,000
                              
                              
                              $
                              32,600
                              
                              
                              $
                              89,274
                              
                              
                              $
                              (183,421
                              )
                              
                              $
                              (61,547
                              )





The
accompanying notes are an integral part of these unaudited financial
statements.




3




Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Interim
Statements of Cash Flows
 (Unaudited)
 Cumulative
      fromInception(June
      21, 2006) toThree
      Months Ended December 31,
                
                
                December
      31,2008
                
                
                2007
                
                
                2008Operating
      ActivitiesLoss
      for the period
                
                $
                (106,957
                )
                
                $
                (11,793
                )
                
                $
                (183,421
                )Adjustments
      to reconcile net loss to net cashused
      in operationsIssuance
      of common stock for consulting services
                
                
                31,674
                
                
                
                -
                
                
                
                31,674Changes
      in operating assets and liabilities:Decrease
      in prepaid expenses
                
                
                187
                
                
                
                300
                
                
                
                -Increase
      (decrease) in accounts payable
                
                
                20,893
                
                
                
                (9,917
                )
                
                
                29,520Increase
      in accrued interest, notes payable – related party
                
                
                501
                
                
                
                -
                
                
                
                501Net cash used in operating
      activities
                
                
                (53,702
                )
                
                
                (21,410
                )
                
                
                (121,726
                )Investing
      Activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Financing
      ActivitiesProceeds
      from notes payable – related party
                
                
                35,000
                
                
                
                -
                
                
                
                35,000Issuance
      of common stock for cash
                
                
                -
                
                
                
                -
                
                
                
                90,200Net
      cash provided by financing activities
                
                
                35,000
                
                
                
                -
                
                
                
                125,200Net
      Increase (Decrease) in Cash and Cash Equivalents
                
                
                (18,702
                )
                
                
                (21,410
                )
                
                
                3,474Cash
      and Cash Equivalents – Beginning of Period
                
                
                22,176
                
                
                
                61,882
                
                
                
                -Cash
      and Cash Equivalents – End of Period
                
                $
                3,474
                
                
                $
                40,472
                
                
                $
                3,474Supplemental
      Cash Flow Disclosure:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -





The
accompanying notes are an integral part of these unaudited financial
statements.




4




DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008


1.
            Organization





Deerfield
Resources, Ltd. (the “Company”) was incorporated on June 21, 2006 in the State
of Nevada, U.S.A.  It is based in Jersey City, New Jersey where it has
its executive offices.  The accounting and reporting policies of the
Company conform to accounting principles generally accepted in the United States
of America, and the Company’s fiscal year end is September 30.





The
Company is an exploration stage company that engages primarily in the
acquisition, exploration, and development of mineral resource
properties.  The Company has the right to conduct exploration work on
six mineral mining claims in White Bay, Newfoundland, Canada, and has not
determined whether these properties contain reserves that are economically
recoverable. To date, the Company’s activities have been limited to its
formation, the raising of equity capital, and some exploration
work.





The
Company recently decided to refocus its business strategy towards identifying
and pursuing options regarding the development of a new business plan and
direction. The Company intends to explore various business opportunities that
have the potential to generate positive revenue, profits and cash flow in order
to financially accommodate the costs of being a publicly-held
company.





Exploration
Stage Company





The
Company is considered to be in the exploration stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises,” and interpreted by the Securities and
Exchange Commission for mining companies in Industry Guide 7.  Until
recently, the Company had been devoting substantially all of its efforts to
development of business plans and the acquisition of mineral
properties.





2.
            Significant
      Accounting Policies





Use
of Estimates





The
preparation of the Company’s financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.  The Company’s periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties, and markets that could affect the financial
statements and future operations of the Company.





Cash
and Cash Equivalents





Cash and
cash equivalents include cash in banks, money market funds, and certificates of
term deposits with maturities of less than three months from inception, which
are readily convertible to known amounts of cash and which, in the opinion of
management, are subject to an insignificant risk of loss in
value.  The Company had $3,474 and $22,176 in cash and cash
equivalents at December 31, 2008 and September 30, 2008,
respectively.




5


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008


2.
            Significant
      Accounting Policies – Continued




Mineral
Acquisition and Exploration Costs
 
 The
Company has been in the exploration stage since its formation on June 21, 2006
and has not yet realized any revenue from its planned operations. It is
primarily engaged in the acquisition, exploration, and development of mining
properties. Mineral property acquisition and exploration costs are expensed as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserves.




Start-Up
Costs





In
accordance with the American Institute of Certified Public Accountant’s
Statement of Position 98-5, “Reporting on the Costs of Start-up
Activities,” the Company expenses all costs incurred in connection with
the start-up and organization of the Company.




Net
Income or (Loss) Per Share of Common Stock





The
Company has adopted Financial Accounting Standards Board (“FASB”) Statement
Number 128, “Earnings per
Share,” (“EPS”) which requires presentation of basic and diluted EPS on
the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation.  In the accompanying financial statements, basic earnings
(loss) per share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the
period.





The
following table sets forth the computation of basic and diluted earnings per
share:





Three Months Ended December 31,2008
                    
                    
                    2007Net
      loss
                    
                    $
                    (106,957
                    )
                    
                    $
                    (11,793
                    )Weighted
      average common shares outstanding (Basic)
                    
                    
                    1,622,132
                    
                    
                    
                    926,000Options
                    
                    
                    -
                    
                    
                    
                    -Warrants
                    
                    
                    -
                    
                    
                    
                    -Weighted
      average common shares outstanding (Diluted)
                    
                    
                    1,622,132
                    
                    
                    
                    926,000Net
      loss per share (Basic and Diluted)
                    
                    $
                    (0.07
                    )
                    
                    $
                    (0.01
                    )




The
Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.




6


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008


2.
            Significant
      Accounting Policies -Continued





Foreign
Currency Translations





The
Company’s functional and reporting currency is the US dollar.  All
transactions initiated in other currencies are translated into US dollars using
the exchange rate prevailing on the date of transaction.  Monetary
assets and liabilities denominated in foreign currencies are translated into the
US dollar at the rate of exchange in effect at the balance sheet
date.  Unrealized exchange gains and losses arising from such
transactions are deferred until realization and are included as a separate
component of stockholders’ equity (deficit) as a component of comprehensive
income or loss. Upon realization, the amount deferred is recognized in income in
the period when it is realized.  No significant realized exchange gain
or losses were recorded from inception (June 21, 2006) to December 31,
2008.





Concentrations
of Credit Risk





The
Company’s financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables.  The Company places its cash and cash equivalents with
financial institutions of high credit worthiness.  At times, its cash
and cash equivalents with a particular financial institution may exceed any
applicable government insurance limits.  The Company’s management
plans to assess the financial strength and credit worthiness of any parties to
which it extends funds, and as such, it believes that any associated credit risk
exposures are limited.





Recently
Issued Accounting Pronouncements





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises.” That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, “Accounting for
Contingencies.” This Statement requires that an insurance enterprise
recognize a claim liability prior to an event of default (insured event) when
there is evidence that credit deterioration has occurred in an insured financial
obligation. This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements. This Statement is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”




7


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008
 2.
              Significant
      Accounting Policies–
    Continued





Recently Issued Accounting Pronouncements
–
Continued





In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133.” The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” do not provide adequate information
about how derivative and hedging activities affect an entity’s financial
position, financial performance, and cash flows. Accordingly, this Statement
requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.” This
statement amends ARB No. 51 to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards of the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent.  SFAS 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar
year-ends).





In
December 2007, the FASB issued a revision to SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R).The objective of this Statement is to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial reports about a business combination
and its effects. This Statement applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.





None of
the above new pronouncements has current application to the Company, but will be
implemented in the Company’s future financial reporting when
applicable.





3.
            Stockholders’
      Equity





Authorized
Stock





At
inception, the Company authorized 100,000,000 common shares and 100,000,000
preferred shares, both with a par value of $0.001 per share.  Each
common share entitles the holder to one vote, in person or proxy, on any matter
on which action of the stockholders of the corporation is sought.





Effective
December 1, 2008, the Company increased the number of authorized common shares
to 310,000,000 shares, of which 300,000,000 shares are designated as common
stock par value $0.001 per share, and 10,000,000 shares are designated as
preferred stock, par value $0.001 per share.


8


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008
 3.
              Stockholders’
      Equity-
      Continued





Share
Issuances





On
December 24, 2008, the Company effected a 1 for 5 reverse split of its common
stock, under which each stockholder of record on that date received 1 new share
of the Corporation’s $0.001 par value stock for every five shares
outstanding.





Since its
inception, the Company has issued shares of its common stock as follows,
retroactively adjusted to give effect to the 1 for 5 reverse split:





Price PerDate
                                          
                                          Description
                                          
                                          Shares
                                          
                                          
                                          Share
                                          
                                          
                                          Amount06/27/06
                                          
                                          Stock issued for cash
                                          
                                          
                                          200,000
                                          
                                          
                                          $
                                          0.025
                                          
                                          
                                          $
                                          5,00008/01/06
                                          
                                          Stock
      issued for cash
                                          
                                          
                                          400,000
                                          
                                          
                                          
                                          0.05
                                          
                                          
                                          
                                          20,00007/11/07
                                          
                                          Stock
      issued for cash
                                          
                                          
                                          326,000
                                          
                                          
                                          
                                          0.20
                                          
                                          
                                          
                                          65,20012/26/08
                                          
                                          Stock issued for services (note
      6)
                                          
                                          
                                          31,674,000
                                          
                                          
                                          
                                          0.001
                                          
                                          
                                          
                                          31,67412/31/08
                                          
                                          Cumulative Totals
                                          
                                          
                                          32,600,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          121,874




Of these
shares, 600,000 were issued to former directors and officers of the Company,
31,674,000 to its majority stockholder, and 326,000 to independent
investors





There are
no preferred shares outstanding.  The Company has no stock option
plan, warrants or other dilutive securities.





4.
              Provision
      for Income Taxes





The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under SFAS No. 109 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years. Minimal exploration stage deferred tax
assets arising as a result of net operating loss carry forwards have been offset
completely by a valuation allowance due to the uncertainty of their utilization
in future periods. Operating loss carry forwards generated during the period
from June 21, 2006 (date of inception) through December 31, 2008 of $183,421
will begin to expire in 2026. Accordingly, deferred tax assets of approximately
$64,000 were offset by a valuation allowance, which increased by approximately
$37,000 and $4,000 during the three months ended December 31, 2008 and 2007,
respectively.


9


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008


5.
            Mineral
      Property Costs





On
October 10, 2006, the Company entered into a mineral claim purchase agreement
(the Agreement) to purchase an undivided interest in six mining claims on
property located in White Bay, Newfoundland, Canada (the Property) for
$40,000.  Payments on the Property are payable as
follows:





Upon
      signing of the agreement and transfer of title (paid)
                  
                  $
                  5,000On
      or before October 10, 2007 (paid)
                  
                  
                  5,000On
      or before October 10, 2008
                  
                  
                  10,000On
      or before October 10, 2009
                  
                  
                  10,000On
      or before October 10, 2010
                  
                  
                  10,000TOTAL
                  
                  $
                  40,000





On
November 5, 2008, the Agreement was amended to allow the Company to pay the
third payment ($10,000 originally due October 10, 2008) in three installments:
$2,500 payable on or before November 7, 2008; $3,750 payable on or before
February 10, 2009; and $3,750 payable on or before June 10, 2009.  The
Company paid the first installment of $2,500 on November 7, 2008, and is
therefore still in compliance with the Agreement.





In
addition to the Property payments, the Company is required to incur $50,000 of
exploration work on the Property over four years and to pay a 3% royalty on all
mineral commodities sold from the property.  This royalty shall be
reduced to 1.5% upon payment to the vendor of $1,000,000 USD at any
time.  The vendor has recommended a work program of approximately
$15,000, which will be part of the expenditure commitment and must be completed
in the first year.  The program consists of surveying a control grid,
soil and rock chip sampling and geological mapping.





Funds
totaling $22,152 were advanced during August and October 2007 towards the work
program, which was completed in September 2007.  As of December 31,
2008, the Company has spent the recommended money on property option payments
and exploration work on the Property.





The
Company is also responsible for maintaining the mineral claims in good standing
by paying all the necessary rents, taxes, and filing fees associated with the
Property.  As of December 31, 2008, the Company met these
obligations.





6.
            Related
      Party Transactions





On
November 3, 2008, the Company received $35,000 from its majority stockholder
(the “Stockholder”) pursuant to an unsecured promissory note, bearing an annual
interest rate of 9% with a maturity date of November 2, 2009. Interest expense
and accrued interest as of and for the period ended December 31, 2008 totaled
$501. 
 During
the quarter ended December 31, 2008, the Stockholder rendered consulting
services totaling $31,674, for which it received 31,674,000 shares of the
Company’s common stock issued at par value $0.001.


10


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 December
31, 2008


7.
            Going
      Concern and Liquidity
Considerations





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business.  As at December 31, 2008, the Company has a working capital
deficiency of $61,547 and an accumulated deficit of $183,421.  The
Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the next twelve months.





The
ability of the Company to emerge from the exploration stage is dependent upon,
among other things, obtaining additional financing to continue operations,
explore, develop and purchase the mineral properties, and the discovery,
development and sale of ore reserves.





In
response to these problems, management intends to raise additional funds through
public or private placement offerings.





These
factors, among others, raise substantial doubt about the Company’s ability to
continue as a going concern.  The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


11


Item
2.  Management’s Discussion and Analysis or Plan of
Operation





This
section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance.  Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future
events.  You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report.  These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.





Plan
of Operation





We were
incorporated in the State of Nevada on June 21, 2006.  We were formed
to engage in the search for mineral deposits or reserves.  We
conducted preliminary exploration activities on certain properties in
Newfoundland, Canada on which we hold certain mining claims.





We
recently decided to refocus our business strategy towards identifying and
pursuing options regarding the development of a new business plan and direction.
We intend to explore various business opportunities that have the potential to
generate positive revenue, profits and cash flow in order to financially
accommodate the costs of being a publicly-held company.





We have minimal operating costs and
expenses at the present time due to our limited business activities. However,
because of our limited cash in the bank, we may be required to raise additional
capital over the next twelve months to meet our ongoing expenses, including our
costs related to the remaining required payments under the mining claims
purchase agreement we signed in October 2006, as it was amended on November 5,
20081.





Further,
we may raise capital in connection with or in anticipation of possible
acquisition transactions. We do not currently engage in any product research and
development and have no plans to do so in the foreseeable future. We have no
present plans to purchase or sell any plant or significant equipment. We also
have no present plans to add employees, although we may do so in the future if
we engage in any merger or acquisition transactions.





Results
of Operations





We are an
exploration stage company and have generated minimal revenues from operations to
date.




We
incurred operating expenses of $106,456 and $12,123 for the three months ended
December 31, 2008 and 2007, respectively.  These expenses consisted
primarily of mineral property costs and professional fees incurred in connection
with the day to day operation of our business and the preparation and filing of
our periodic reports.




1 $3,750
due on or before February 10, 2009 (paid); $3,750 due on or before June 10,
2009; and $10,000 due on or before October 10, 2009, each with a thirty day
grace period.
  12





We
generated no operational revenues for each of the three month periods ended
December 31, 2008 and 2007, respectively, but did generate $330 in interest
income for the three month period ended December 31, 2007 compared to a $501
interest expense for the three months ended December 31, 2008.  Our
net loss for the three months ended December 31, 2008 and 2007 was $106,957 and
$11,793, respectively.





Our
external auditors issued a going concern opinion on our September 30, 2008
audited financial statements that raises substantial doubt about our ability to
continue as a going concern for the next 12 months given our current financial
position.





Liquidity
and Capital Resources





At
December 31, 2008, we had cash in the bank of $3,474.





We have
minimal operating costs and expenses at the present time due to our limited
business activities. To meet our current needs for cash, on November 3, 2008 we
received $35,000 from our majority stockholder pursuant to a 9% unsecured
promissory note with a maturity date of November 2, 2009. We believe these
proceeds will be sufficient to meet our administrative expenses for the next
three months. We will, however, be required to raise additional capital over the
next six months to meet our current administrative expenses, and we may also do
so in connection with or in anticipation of possible acquisition transactions.
This financing may take the form of additional sales of debt or equity
securities and/or loans from our director or principal stockholder. There is no
assurance that additional financing, if required, will be available, or
available on terms favorable to us.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.





Item
4T.  Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period
covered by this report.  Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the evaluation
date that our disclosure controls and procedures were effective in providing
reasonable assurance that material information required to be disclosed in the
reports we file pursuant to the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms relating
to our company, particularly during the period when this report was being
prepared.


13





Additionally,
there were no changes in our internal controls over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.  We have not identified any significant deficiencies or
material weaknesses in our internal controls, and therefore there were no
corrective actions taken.





PART
II – OTHER INFORMATION





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





On
December 29, 2008, we issued 31,674,000 (on a post-reverse split basis) fully
paid and non-assessable shares of our common stock, par value $0.001 per share
(the “Common Stock”) to United Fertilisers, Ltd. (“UFL”), our majority
stockholder, for $31,674 in services rendered to us during the quarter ended
December 31, 2008.  This issuance of shares to UFL was exempt from the
registration requirements of the Securities Act of 1933, as amended (the “Act”),
pursuant to Section 4(2) of the Act as a transaction not involving a public
offering.  The certificate evidencing the shares bears a legend
restricting its transfer.  UFL currently owns an additional 600,000
shares of our Common Stock, on a post-reverse split (discussed below)
basis.





Item
4. Submission of Matters to a Vote of Security Holders





As more
fully discussed in our Form 8-K filed with the Securities and Exchange
Commission on December 17, 2008, on December 1, 2008, our stockholders and Board
of Directors approved resolutions to amend our Articles of Incorporation (the
“Amendment”) which Amendment was filed with the Secretary of State of the State
of Nevada on December 11, 2008, to effect an increase in the number of our
authorized capital shares to 310,000,000 shares, of which 300,000,000 shares are
designated as common stock, par value $0.001 per share, and 10,000,000 shares
are designated as preferred stock, par value $0.001 per share.





Item
5. Other Information





On
December 1, 2008, our Board of Directors approved a one-for-five (1:5) reverse
split of our Common Stock. The reverse split was legally effective as of the
close of business on Wednesday, December 24, 2008 and following NASDAQ approval,
the market effective date for the reverse stock split was January 8, 2009. As a
result of the reverse stock split, every five shares of our old Common Stock
were converted into one share of our new Common Stock.




NASDAQ
issued a new symbol under which our Common Stock will trade. That symbol is
“DFEL.”  A new CUSIP number has been issued for our new Common Stock
(“244535 209”) to distinguish stock certificates issued after the effective date
of the reverse stock split. Our old CUSIP number was “244535
100.”


14


Item
6.  Exhibits





Exhibit No.
                      
                      Description31.1/31.2
                      
                      Certification
      of Principal Executive Officer and Principal Financial Officer, pursuant
      to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1/32.2
                      
                      Certification
      of Chief Executive Officer and Chief Financial Officer, pursuant to 18
      U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of
2002*





* This
certification is being furnished and shall not be deemed “filed” with the SEC
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Registrant specifically incorporates it by
reference.


15


SIGNATURES





In
accordance with the requirements of the Exchange Act, the Registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date:  February 17,
      2009
              DEERFIELD RESOURCES, LTD.By:
              
              /s/ James W. MorgonName:
              James W. MorgonTitle:
              Principal Executive Officer and
                Principal Financial Officer