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, 2009


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 Registrant as Specified in its Charter)





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





c/o
Sichenzia Ross Friedman Ference, LLP


61
Broadway, 32nd
Floor


New York,
New York 10006


(212)
930-9700


(Address
and telephone number of principal executive offices)





(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 has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit
and post such files).


Yes ̈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 x No
 ̈





There
were 32,600,000 shares of Common Stock outstanding as of February 4,
2010.





DEERFIELD
RESOURCES, LTD.




TABLE
OF CONTENTS




PagePart
      I Financial InformationItem 1
                            Financial
      StatementsBalance
      Sheets (unaudited)
                            2Interim
      Statements of Operations (unaudited)
                            3Interim
      Statements of Cash Flows (unaudited)
                            4Notes
      to the Unaudited Interim Financial Statements
                            5Item 2
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            11Item 4T
                            Controls
      and Procedures
                            12Part
      II Other Information
                            13Item
      2
                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                            13Item
      4
                            Submission
      of Matters to a Vote of Security Holders
                            13Item
      5
                            Other
      Information
                            13Item 6
                            Exhibits
                            13Signatures
                            14Exhibit
      – Certification of Principal  Executive Officer and Principal
      Financial OfficerExhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer


ii


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, 2009 included in a Form 10-K filed with the U.S. Securities and
Exchange Commission (“SEC”) on December 24, 2009. 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, 2009 are not necessarily
indicative of the operating results that may be expected for the full year
ending September 30, 2010.


1




DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Balance
Sheets
 
 As of
                          
                          
                          As ofDecember 31,
                          
                          
                          September 30,2009
                          
                          
                          2009(Unaudited)ASSETSCurrent
      AssetsCash
                          
                          $
                          -
                          
                          
                          $
                          2,755Total
      Current Assets
                          
                          
                          -
                          
                          
                          
                          2,755TOTAL
      ASSETS
                          
                          $
                          -
                          
                          
                          $
                          2,755LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          40,311
                          
                          
                          $
                          3,005Notes
      payable – related party (note 6)
                          
                          
                          100,950
                          
                          
                          
                          60,950Accrued
      interest, notes payable – related party (note 6)
                          
                          
                          8,566
                          
                          
                          
                          5,709Total
      Current Liabilities
                          
                          
                          149,827
                          
                          
                          
                          69,664Long-Term
      LiabilitiesNote
      payable- related party (note 6)
                          
                          
                          25,000
                          
                          
                          
                          65,000TOTAL
      LIABILITIES
                          
                          
                          174,827
                          
                          
                          
                          134,664STOCKHOLDERS’
      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 shares
      issued and outstanding
                          
                          
                          32,600
                          
                          
                          
                          32,600Additional
      paid-in capital
                          
                          
                          89,274
                          
                          
                          
                          89,274Deficit
      accumulated during the exploration stage
                          
                          
                          (296,701
                          )
                          
                          
                          (253,783
                          )Total
      Stockholders’ Deficit
                          
                          
                          (174,827
                          )
                          
                          
                          (131,909
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                          
                          $
                          -
                          
                          
                          $
                          2,755
 
 The
accompanying notes are an integral part of these financial
statements.
  2
 
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Interim
Statements of Operations
 (Unaudited)
 
 Cumulativefrom Inception(June 21, 2006)Three Months Ended December 31,
                  
                  
                  to December 31,2009
                  
                  
                  2008
                  
                  
                  2009Income
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesMineral
      property costs
                  
                  
                  10,000
                  
                  
                  
                  2,500
                  
                  
                  
                  52,152Professional
      fees
                  
                  
                  30,038
                  
                  
                  
                  103,956
                  
                  
                  
                  236,189Office
      and administrative
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,808Total
      Operating Expenses
                  
                  
                  40,038
                  
                  
                  
                  106,456
                  
                  
                  
                  290,149Other
      Income (Expense)Interest
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,037Interest
      expense
                  
                  
                  (2,880
                  )
                  
                  
                  (501
                  )
                  
                  
                  (8,589
                  )Total
      Other Income (Expense)
                  
                  
                  (2,880
                  )
                  
                  
                  (501
                  )
                  
                  
                  (6,552
                  )Net
      Loss Applicable to Common Shares
                  
                  $
                  (42,918
                  )
                  
                  $
                  (106,957
                  )
                  
                  $
                  (296,701
                  )Basic
      and Diluted Loss per Common Share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.07
                  )Weighted
      Average Number of Common Shares Outstanding
                  
                  
                  32,600,000
                  
                  
                  
                  1,622,132
 
 The
accompanying notes are an integral part of these 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 31,2009
                  
                  
                  2008
                  
                  
                  2009Operating
      ActivitiesLoss
      for the period
                  
                  $
                  (42,918
                  )
                  
                  $
                  (106,957
                  )
                  
                  $
                  (296,701
                  )Adjustments
      to reconcile net loss to net cash used in operationsIssuance
      of common stock for consulting services
                  
                  
                  -
                  
                  
                  
                  31,674
                  
                  
                  
                  31,674Changes
      in operating assets and liabilities:Decrease
      in prepaid expenses
                  
                  
                  -
                  
                  
                  
                  187
                  
                  
                  
                  -Increase
      in accounts payable
                  
                  
                  37,306
                  
                  
                  
                  20,893
                  
                  
                  
                  40,311Increase
      in accrued interest, notes payable – related party
                  
                  
                  2,857
                  
                  
                  
                  501
                  
                  
                  
                  8,566Net
      cash used in operating activities
                  
                  
                  (2,755
                  )
                  
                  
                  (53,702
                  )
                  
                  
                  (216,150
                  )Investing
      Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Financing
      ActivitiesProceeds
      from notes payable – related party
                  
                  
                  -
                  
                  
                  
                  35,000
                  
                  
                  
                  125,950Issuance
      of common stock for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  90,200Net
      cash provided by financing activities
                  
                  
                  -
                  
                  
                  
                  35,000
                  
                  
                  
                  216,150Net
      Decrease in Cash and Cash Equivalents
                  
                  
                  (2,755
                  )
                  
                  
                  (18,702
                  )
                  
                  
                  -Cash
      and Cash Equivalents – Beginning of Period
                  
                  
                  2,755
                  
                  
                  
                  22,176
                  
                  
                  
                  -Cash
      and Cash Equivalents – End of Period
                  
                  $
                  -
                  
                  
                  $
                  3,474
                  
                  
                  $
                  -Supplemental
      Cash Flow Disclosure:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The
accompanying notes are an integral part of these financial
statements.
  4
 
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 NOTES TO
INTERIM FINANCIAL STATEMENTS
 December
31, 2009
 (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 New York, New York 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 decided, prior to the end
of itsfiscal year ended September 30, 2008,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 FASC
915-10-05, “Development Stage
Entity,” 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 $0 and $2,755 in cash and cash equivalents at
December 31, 2009 and September 30, 2009, respectively.
  5
  DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 NOTES TO
INTERIM FINANCIAL STATEMENTS
 December
31, 2009
 (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 FASC 720-15-20, “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 FASC 260-10-20, “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 31,2009
                      
                      
                      2008Net
      loss
                      
                      $
                      (42,918
                      )
                      
                      $
                      (106,957
                      )Weighted
      average common shares outstanding (Basic)
                      
                      
                      32,600,000
                      
                      
                      
                      1,622,132Options
                      
                      
                      -
                      
                      
                      
                      -Warrants
                      
                      
                      -
                      
                      
                      
                      -Weighted
      average common shares outstanding (Diluted)
                      
                      
                      32,600,000
                      
                      
                      
                      1,622,132Net
      loss per share (Basic and Diluted)
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.07
                      )
 
 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
INTERIM FINANCIAL STATEMENTS
 December
31, 2009
 (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 (June 21, 2006) to December 31,
2009.
 
 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 June
2009, the FASB established the Accounting Standards Codification (“Codification”
or “ASC”) as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (“GAAP”). Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.
 
 Statement
of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent
Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial
Assets-an Amendment of FASB Statement No. 140,” SFAS No. 167 (ASC Topic 810),
“Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105),
“The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles- a replacement of FASB Statement No. 162” were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant.
 
 Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU No. 2010-08 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.
  7
 
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 NOTES TO
INTERIM FINANCIAL STATEMENTS
 December
31, 2009
 (Unaudited)
 
 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.
 
 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
                            
                            
                            
                            31,67412/31/09
                            
                            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 FASC 718-740-20 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, 2009 of $296,701
will begin to expire in 2026. Accordingly, deferred tax assets of approximately
$103,800 were offset by a valuation allowance, which increased by approximately
$15,000 and $37,000 during the three months ended December 31, 2009 and 2008,
respectively.
  8
  DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 NOTES TO
INTERIM FINANCIAL STATEMENTS
 December
31, 2009
 (Unaudited)
 
 4.
              Provision
      for Income Taxes -Continued
 
 The
Company adopted the provisions of uncertain tax positions as addressed in FASC
740-10-65-1.  The Company recognized approximately no increase in the
liability for unrecognized tax benefits.
 
 The
Company has no tax positions at December 31, 2009 for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility. The Company recognizes interest accrued related to
unrecognized tax benefits in interest expense and penalties in operating
expenses. No such interest or penalties were recognized during the periods
presented. The Company had no accruals for interest and penalties at December
31, 2009. The Company’s utilization of any net operating loss carry forward may
be unlikely as a result of its intended exploration stage
activities.
 
 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 (paid)
                    
                    
                    10,000On
      or before October 10, 2009 (paid)
                    
                    
                    10,000On
      or before October 10, 2010 (paid)
                    
                    
                    10,000TOTAL
                    
                    $
                    40,000
 
 All
payments due on the Property were made within 30 days of their due dates (unless
otherwise negotiated), otherwise the Property would have reverted back to the
vendor.
 
 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,
2009, 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, 2009, 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.  This
note has been extended through May 2, 2010.  On March 18, 2009, the
Company received an additional $25,950 from the Stockholder pursuant to an
unsecured promissory note, bearing an annual interest rate of 9% with a maturity
date of March 17, 2010.
  9
 
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 NOTES TO
INTERIM FINANCIAL STATEMENTS
 December
31, 2009
 (Unaudited)
 
 6.
              Related
      Party Transactions –Continued
 
 On May
21, 2009, the Company received an additional $40,000 from the Stockholder
pursuant to an unsecured convertible promissory note, bearing an annual interest
rate of 9% with a maturity date of November 22, 2010.  Subject to
prior conversion, interest and principal are due on the note on November 22,
2010. The terms of conversion have not been determined but will be mutually
determined by the Company and the holder.
 
 On August
13, 2009, the Company received an additional $25,000 from the Stockholder
pursuant to an unsecured convertible promissory note, bearing an annual interest
rate of 9% with a maturity date of February 12, 2011.  Subject to
prior conversion, interest and principal are due on the note on February 12,
2011. The terms of conversion have not been determined but will be mutually
determined by the Company and the holder.
 
 Interest
expense and accrued interest as of and for the period ended December 31, 2009
totaled $2,857 and $8,566, respectively.
 
 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.
 
 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, 2009, the Company has a working capital
deficiency of $149,827 and an accumulated deficit of $296,701.  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.
 
 8.
              Subsequent
      Events
 
 On
January 26, 2010, the Board approved an 8.43558282-for-1 forward split of the
Company’s common stock (the “Forward Split”). The Forward Split is anticipated
to be effective as of the close of business on February 5, 2010, pending
approval by FINRA. As a result of the Forward Split, each stockholder of record
on February 1, 2010, will receive a dividend of an additional 7.43558282 shares
of common stock of the Company, for every share of common stock they
own.
 
 The
Company has evaluated subsequent events from the balance sheet date through
February 4, 2010 and determined there are no additional items to
disclose.
  10


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





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 absence of cash in the bank, we will be required to raise
additional capital over the next twelve months to meet our ongoing
expenses.





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 $40,038 for the three months ended December 31,
2009 as opposed to $106,456 for the three months ended December 31,
2008.  These expenses consisted primarily of mineral property costs
and professional and administrative fees incurred in connection with the day to
day operation of our business and the preparation and filing of our periodic
reports.


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We
generated no operational revenues or other income for each of the three month
periods ended December 31, 2009 and December 31, 2008, respectively. We incurred
$2,880 in interest expense for the three month period ended December 31, 2009,
compared to $501 in interest expense for the three months ended December 31,
2008.  Our net loss for the three months ended December 31, 2009 and
2008 was $42,918 and $106,957, respectively.





Liquidity
and Capital Resources





At
December 31, 2009, we had cash and cash equivalents in the bank of $0, as
opposed to $2,755 at September 30, 2009.





We have
minimal operating costs and expenses at the present time due to our limited
business activities. To meet our recent needs for cash, on May 21, 2009 we
received $40,000 from our majority stockholder pursuant to a 9% unsecured
promissory note with a maturity date of November 22, 2010. We also received an
additional $25,000 from the stockholder on August 13, 2009 pursuant to a 9%
unsecured promissory note with a maturity date of February 12, 2011. Both notes
are convertible into the Company’s common stock, but conversion terms have not
yet been determined, but will be mutually determined by the Company and the
stockholder.  These proceeds are not sufficient to meet our current
administrative expenses or those expected during the next three months. We will,
therefore, be required to raise additional capital over the next three to 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.


12


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





None.





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





None.





Item
5.  Other Information





None.





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.


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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
      5, 2010
              DEERFIELD
      RESOURCES, LTD.By:
              
              /s/ James W. MorgonName:
              James
      W. MorgonTitle:
              Principal
      Executive Officer and
                Principal
      Financial Officer


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