UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM 10-QSB [ x ] Quarterly
Report Under to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 OR []
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the transition period from _____ to _____ COMMISSION FILE
NUMBER 333-139660 DEERFIELD RESOURCES, LTD.(Exact name of small business issuer as specified in its
charter) NEVADA
98-0506246(State of other jurisdiction of
incorporation or
(IRS Employer Identification Number)organization) 513 Mariners Way
Collingwood, Ontario Canada L9Y 5C7(Address of principal
executive offices) (416)
579-3034(Issuer's telephone number, including area code) Check whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ x ] No [] Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [ x ]  No [  ] State the number of
shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date: As of May 1, 2008 there were 4,630,000 common
shares. Transitional Small
Business Disclosure Format (Check one): Yes []
No [ x ]         PART I. FINANCIAL INFORMATION  ITEM
1.  INTERIM FINANCIAL 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, 2007 included in a Form 10-KSB filed with the U.S. Securities and
Exchange Commission (SEC) on December 27, 2007. 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 March 31, 2008 are not necessarily
indicative of the operating results that may be expected for the full year
ending September 30, 2008.          2                   DEERFIELD RESOURCES, LTD.  (An Exploration Stage Company)  INTERIM FINANCIAL STATEMENTS  MARCH
31, 2008  (Unaudited)               3      Deerfield Resources, Ltd. (An
Exploration Stage Company) Interim Balance Sheet March
31, 2008 (Unaudited)     ASSETSCurrent
AssetsCash


$
38,598Total
Current Assets



38,598TOTAL
ASSETS


$
38,598LIABILITIES
AND STOCKHOLDERS EQUITYLIABILITIESCurrent
LiabilitiesAccounts
payable and accrued liabilities


$
4,609Total Current
Liabilities



4,609TOTAL
LIABILITIES



4,609STOCKHOLDERS
EQUITY (note 3)Preferred
stock, par value $0.001, 100,000,000 sharesauthorized,
none issued and outstanding



-Common
Stock, par value $0.001, 100,000,000 sharesauthorized,
4,630,000 shares issued and outstanding



4,630Additional
paid-in capital



85,570Deficit
accumulated during the exploration stage


(56,211)Total
Stockholders Equity



33,989TOTAL
LIABILITIES AND STOCKHOLDERSEQUITY


$
38,598
      The
accompanying notes are an integral part of these financial statements.   4


Deerfield Resources, Ltd. (An
Exploration Stage Company) Interim Statements of Operations (Unaudited)     Cumulativefrom Inception(June 21, 2006)Three Months Ended March 31,


Six Months Ended March 31,


to March 31,2008


2007


2008


2007


2008Income
$
-

$
-

$
-

$
-

$
-ExpensesMineral property
costs

-


-


5,000


5,000


32,152Professional fees

3,431


1,733


10,217


7,221


24,605Office and
administrative

53


152


390


318


1,216Total Operating
Expenses

3,484


1,885


15,607


12,539


57,973Other Income (Expense)Interest
income

239


-


569


-


1,762Total Other Income (Expense)

239


-


569


-


1,762Net Loss Applicable to Common Shares
$
(3,245)

$
(1,885)

$
(15,038)

$
(12,539)

$
(56,211)Basic and Diluted Loss per Common
Share
$
(0.001)

$
(0.001)

$
(0.003)

$
(0.004)Weighted Average Number ofCommon Shares Outstanding

4,630,000


3,000,000


4,630,000


3,000,000   The
accompanying notes are an integral part of these financial statements.


5


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

Additional Paid-In

Deficit Accumulated During the Exploration

Total StockholdersShares

Amount

Capital

Stage

EquityBalance, June
21, 2006 (Inception)
-
$
-
$
-
$
-
$
-Common
shares issued for cash at  $0.005per
share, June 27, 2006
1,000,000

1,000

4,000

-

5,000Common
shares issued for cash at $.01 pershare,
August 1, 2006
2,000,000

2,000

18,000

-

20,000Loss for the period
-

-

-

(972)

(972)Balance, September 30, 2006
3,000,000

3,000

22,000

(972)

24,028Common
shares issued for cash at  $0.04 per
1,630,000

1,630

63,570

-

65,200share,
July 11, 2007Loss for the year
-

-

-

(40,201)

(40,201)Balance, September 30, 2007
4,630,000

4,630

85,570

(41,173)

49,027Loss for the period
-

-

-

(15,038)

(15,038)Balance, March 31, 2008 (unaudited)
4,630,000
$
4,630
$
85,570
$
(56,211)
$
33,989
                 The
accompanying notes are an integral part of these financial statements.   6      Deerfield Resources, Ltd. (An
Exploration Stage Company) Interim Statements of Cash Flows (Unaudited)    Cumulative fromInception(June 21, 2006) toSix Months Ended March 31,

March 31,2008


2007

2008Operating ActivitiesLoss for the period
$
(15,038)

$
(12,539)

$
(56,211)Changes in operating assets and
liabilities:Decrease in
prepaid expenses

300


2,936


-Increase
(decrease) in accounts payable andaccrued
liabilities

(8,546)


-


4,609Net
cash used in operating activities

(23,284)


(9,603)


(51,602)Investing Activities

-


-


-Net cash
used in investing activities

-


-


-Financing ActivitiesIssuance of common stock for
cash

-


43,500


90,200Net cash provided by financing
activities

-


43,500


90,200Net Increase
(Decrease) in Cash and Cash Equivalents

(23,284)


33,897


38,598Cash and
Cash equivalents  Beginning of Period

61,882


19,772


-Cash and Cash Equivalents  End of Period
$
38,598

$
53,669

$
38,598Cash and Cash Equivalents Consists
of:Cash
$
38,598

$
10,169

$
38,598Funds held in trust

-


43,500


-$
-

$
53,669

$
-Supplemental Cash Flow Disclosure:Cash paid for interest
$
-

$
-

$
-Cash paid for income taxes
$
-

$
-

$
-   The
accompanying notes are an integral part of these financial statements.   7     Deerfield Resources, Ltd. (An
Exploration Stage Company) Notes
to Interim Financial Statements March
31, 2008 (Unaudited)    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 Collingwood, Ontario, Canada.  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 resource properties.
 The Company has the right to conduct exploration work on six mineral
mining claims in White Bay, Newfoundland, Canada and has not yet 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.  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.  The Company
is 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 $38,598 in cash and cash equivalents at
March 31, 2008.             8     Deerfield Resources, Ltd. (An
Exploration Stage Company) Notes
to Interim Financial Statements March
31, 2008 (Unaudited)    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 March 31


Six Months Ended March 31,2008


2007


2008


2007Net loss


$
(3,245)

$
(1,885)

$
(15,038)

$
(12,539)Weighted average common sharesoutstanding (Basic)


4,630,000


3,000,000


4,630,000


3,000,000Options



-


-


-


-Warrants



-


-


-


-Weighted average common sharesoutstanding (Diluted)


4,630,000


3,000,000


4,630,000


3,000,000Net loss per share (Basic and Diluted)
$
(0.001)

$
(0.001)

$
(0.003)

$
(0.004)  The Company has no potentially dilutive securities, such as
options or warrants, currently issued and outstanding.    9     Deerfield Resources, Ltd. (An
Exploration Stage Company) Notes
to Interim Financial Statements March
31, 2008 (Unaudited)     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 to March 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 it will likely incur in the near future.  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.  Recent
Accounting Pronouncements In
March 2008, FASB issued Financial Accounting Standards 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, FASB issued Financial Accounting Standards 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).       10     Deerfield Resources, Ltd. (An
Exploration Stage Company) Notes
to Interim Financial Statements March
31, 2008 (Unaudited)    2. Significant
Accounting Policies -Continued  Recent
Accounting Pronouncements -Continued In
December 2007, FASB issued a revision to Financial Accounting Standards No. 141
(revised 2007), Business Combinations. 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.  In February 2007, FASB issued Financial Accounting Standards No.
159, The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115.  This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Boards long-term measurement objectives for accounting for financial
instruments.  SFAS 159 is effective as of the beginning of an entitys
first fiscal year that begins after November 15, 2007.  In September 2006, FASB issued Financial Accounting Standards No.
157, Fair Value Measurements.   This Statement 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.  SFAS 157 is effective in the first fiscal year
that begins after November 15, 2007.  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 The Company has 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.  Share Issuances Since inception (June 21, 2006), the Company has issued 1,000,000
common shares at $0.005 per share, 2,000,000 common shares at $0.01 per share,
and 1,630,000 common shares at $0.04 per share, resulting in total proceeds of
$90,200 and 4,630,000 common shares issued and outstanding at March 31, 2008.
 Of these shares, 3,000,000 were issued to directors and officers of the
Company and 1,630,000 were issued to independent investors.   11     Deerfield Resources, Ltd. (An
Exploration Stage Company) Notes
to Interim Financial Statements March
31, 2008 (Unaudited)  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 March 31, 2008 of
$56,211 will begin to expire in 2026. Accordingly, deferred tax assets of
approximately $19,500 were offset by a valuation allowance, which increased by
approximately $5,200 and $4,500 during the six months ended March 31, 2008 and
2007, respectively.  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) $ 5,000 On or before October 10, 2007 (paid October 2007) 5,000 On or before October 10, 2008 10,000 On or before October 10, 2009 10,000 On or before October 10, 2010 10,000 TOTAL $ 40,000  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 March 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 March 31, 2008, the Company met these
obligations.     12     Deerfield Resources, Ltd. (An
Exploration Stage Company) Notes
to Interim Financial Statements March
31, 2008 (Unaudited)   6. 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 March 31, 2008, the Company has working
capital of $33,989 and an accumulated deficit of $56,211.  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 and develop 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.   13      ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION  Results of
Operations  We have generated no
revenues since inception, other than interest income, and have incurred $56,211
in expenses through March 31, 2008.  The following table
provides selected financial data about our company for the six months ended
March 31, 2008.  Balance
Sheet Data: 03/31/08  Cash $
 38,598 Total
assets $
 38,598 Total
liabilities $
   4,609 Stockholders'
equity $
 33,989  Cash provided by
financing activities since inception totals $90,200, which includes $25,000 from
the sale of common stock to 2 of our directors during the period ended September
30, 2006, and $65,200 from our initial public offering to independent investors
during the year ended September 30, 2007.  Plan of
Operation  Statements contained
herein which are not historical facts are forward-looking statements as that
term is defined by the Private Securities Litigation Reform Act of 1995.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. The Company cautions investors that any forward-looking
statements made by the Company are not guarantees of future performance and that
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include, without limitation:
established competitors who have substantially greater financial resources and
operating histories, regulatory delays or denials, ability to compete as a
start-up company in a highly competitive market, and access to sources of
capital.  Our auditors have
issued a going concern opinion on our September 30, 2007 audited financial
statements. This means that there is substantial doubt that we can continue as
an on-going business for the next twelve months unless we obtain additional
capital to pay for our expenses. This is because we have not generated any
revenues from the sale of minerals and no sales are yet possible.  There is
no assurance we will ever reach this point. Accordingly, we must raise
sufficient capital from other sources.  Our only other source for cash at
this time is investments by others. We must raise cash to stay in business. We
raised $65,200 from our public offering. Under this offering we sold 1,630,000
shares at $0.04 per share to independent stockholders.  These shares,
together with 3,000,000 shares sold to two directors, brings the total number of
shares issued to 4,630,000 shares.  14       We have used much of
the above-mentioned funds to explore and maintain our resource property located
on the OSullivan property in White Bay, Newfoundland, Canada. We do not intend
to acquire or dispose of any plant or significant equipment during the next
twelve months.  Our exploration
target is to find an ore body containing gold. Our success depends upon finding
mineralized material. This includes a determination by our consultant if the
property contains reserves.  We have retained Kevin Keats, President of ASK
Prospecting & Guiding Inc., to supervise the exploration work on the
property.  Mineralized material
is a mineralized body which has been delineated by appropriate spaced drilling
or underground sampling to support sufficient tonnage and average grade of
metals to justify removal.  If we do not find mineralized material or we
cannot remove mineralized material, either because we do not have the money to
do it or because it is not economically feasible to do it, we may cease
operations.  The initial offering
produced sufficient funds to pay for the 2007 exploration program and
administration costs for the next 12 months.  However, if the Company
requires additional funds, we will try to raise additional funds from a second
public offering, a private placement or loans.  The Company retained
Kevin Keats, President of ASK Prospecting & Guiding Inc., Gambo,
Newfoundland Canada, to do a work program based upon his recommendations in his
report for the OSullivan property claims in White Bay, Newfoundland Canada.
 Mr. Keats recommended a program of detailed geological mapping and
trenching.  The estimated cost of the program was $15,000 USD and a total
of approximately $22,150 was paid in August and October 2007.  The program
started August 20, 2007, and completed September 5, 2007, and the samples were
assayed by Accurrassay Laboratories, Thunder Bay, Ontario.  Our Exploration
Program  The trenching program
started August 20, 2007, and was terminated on September 5, 2007, after which
reclamation of the trenches was initiated. No economically feasible quantities
of mineralized material were found during our exploration program.  Before mineral
retrieval can begin, we must explore for and find mineralized material. After
that has occurred we have to determine if it is economically feasible to remove
the mineralized material. Economically feasible means that the costs associated
with the removal of the mineralized material will not exceed the price at which
we can sell the mineralized material. We cannot predict what that will be until
we find mineralized material.  We do not intend to
hire additional employees at this time. All of the work on the property will be
conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation, and the engineers will advise us on
the economic feasibility of removing the mineralized material.   15      Limited Operating
History - Need for Additional Capital  There is no
historical financial information about us upon which to base an evaluation of
our performance. We are an exploration stage corporation and have not generated
any revenue from operations. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.  We have no assurance
that future financing will be available to us on acceptable terms. If financing
is not available on satisfactory terms, we may be unable to continue, develop,
or expand our operations. Equity financing could result in additional dilution
to existing stockholders.  Liquidity and
Capital Resources  To meet our
operational needs we raised $65,200 from our public offering. We cannot
guarantee that we have raised enough money through the public offering to stay
in business. The money we have raised will be applied to the items set forth in
the Use of Proceeds section of our Prospectus filed previously with the SEC and
as explained throughout this 10-QSB. There is a possibility that we will run out
of money before we find mineralized material. If we find mineralized material
and it is economically feasible to remove the mineralized material, we will
attempt to raise additional money through a subsequent private placement, public
offering, or through debt financing.  We will not be able to remove
mineralized material without raising additional funds.  We have discussed
this matter with our officers and directors, and Mr. McDonald has agreed to
advance funds as needed, and has agreed to pay any additional cost of
reclamation of the property should mineralized material not be found thereon.
 However, there is no written agreement with Mr. McDonald to this effect.
 The agreement is entirely oral.  At the present time, we have not
made any arrangements to raise additional cash.  If we need additional cash
and cannot raise it, we will either have to suspend operations until we do raise
the cash, or cease operations entirely.  The funds raised in our public
offering may allow the Company to operate for up to one year.  Other than
as described in this paragraph, we have no other financing plans.  We acquired a lease
that grants us the right to enter on a property which contains 6 mining claims
with our employees, representatives and agents, and to prospect, explore, test,
develop, work, and mine the property.  The property is staked and we began
the exploration work program August 20, 2007 and finished September 5, 2007.  Since inception of
the Company on June 21, 2006 to March 31, 2008, the Company has issued 4,630,000
common shares at $0.005, $0.01, and $0.04 per share for total proceeds of
$90,200.  As of March 31, 2008,
our total assets were $38,598 and our total liabilities were $4,609.   16      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
3.  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 have conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, 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 such that the material
information required to be included in our Securities and Exchange Commission
reports 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.  Additionally,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date.  We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.  Changes
in Internal Controls  There
were no significant changes in the Companys internal controls, or other
factors, that could significantly affect the Companys controls subsequent to
the date of the evaluations performed by the executive officers of the Company.
 No deficiencies or material weaknesses were found that would require
corrective action.  PART
II  OTHER INFORMATION  ITEM
1.  LEGAL PROCEEDINGS  Deerfield
Resources, Ltd. is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against Deerfield Resources,
Ltd. has been threatened.  ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  None.  17      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  The
following exhibits are included with this quarterly statement filing.  Those
marked with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-139660, at the SEC
website at www.sec.gov:  Exhibit Number Description  3.1 Articles
of Incorporation* 3.2 Bylaws* 31.1 Rule
13a-14(a)/15d-14a(a) Certifications 32.1 Section
1350 Certifications   *Previously
filed  18       SIGNATURES  In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.   May
9, 2008 Deerfield
Resources, Ltd., Registrant  By: /s/
Paul McDonald ______________________________ Paul
McDonald, Director, President, Secretary,
Treasurer, Principal Executive Officer, Principal Financial Officer, and Principal
Accounting Officer  20