U.S. SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



Quarterly Report under
Section 13 or 15(d) of

The Securities Act of
1934



For the Quarterly Period ended December 31, 2006

Commission File Number 333-139660



DEERFIELD RESOURCES,
LTD.

(Name of small
business issuer in its charter)





Nevada                                                
98-0506246

(State of                                              
(IRS Employer

Incorporation)                                          
(ID Number)





513 Mariners Way

Collingwood, Ontario,
Canada L9Y 5C7

(905) 881-8920

(Address and telephone
number of principal executive offices)



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 XNo _____



Check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).



Yes XNo _____



There were 3,000,000 shares of Common Stock issued and
outstanding as of December 31, 2006.



Transitional Small Business Disclosure Format: Yes No __X__

---



ITEM 1. FINANCIAL STATEMENTS



The Financial Statements of the Company required to be filed
with this 10-QSB Quarterly Report were prepared by management and commence on
the following page, together with the related Notes. In the opinion of
management, these Financial Statements fairly present the financial condition of
the Company, but should be read in conjunction with the Financial Statements of
the Company for the period ended September 30, 2006, previously filed in a Form
SB-2 with the Securities and Exchange Commission.



































DEERFIELD RESOURCES, LTD.



(An Exploration Stage Company)



INTERIM FINANCIAL STATEMENTS



DECEMBER 31, 2006



Unaudited









---







|Deerfield
    Resources, Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Interim Balance Sheet                                           | 
|As at December 31,                                              | 
|                                                                | 









| | 2006(Unaudited)
| | ---------------







|ASSETS                                                    |  |  |          |       
|--------------------------------------------------------- |  |  | -------- | ------
|Current Assets                                            |  |  |          |       
|Cash                                                      |  |  | $        | 11,146
|Prepaid legal fees                                        |  |  |          | 2,228 
|Total Current Assets                                      |  |  |          | 13,374
|                                                          |  |  |          |       
|TOTAL ASSETS                                              |  |  | $        | 13,374
|                                                          |  |  |          |       
|                                                          |  |  |          |       
|LIABILITIES AND STOCKHOLDERS' EQUITY                      |  |  |          |       
|                                                          |  |  |          |       
|LIABILITIES                                               |  |  | $        | -     
|                                                          |  |  |          |       
|STOCKHOLDERS' EQUITY (note 3)                             |  |  |          |       
|Preferred stock, par value $0.001,
    100,000,000 shares |  |  |          |       
|authorized, none issued and
    outstanding               |  |  |          | -     
|Common Stock, par value $0.001,
    100,000,000 shares    |  |  |          |       
|authorized, 3,000,000 shares issued
    and outstanding   |  |  |          | 3,000 
|Additional paid-in capital                                |  |  |          | 22,000
|Deficit accumulated during the
    exploration stage      |  |  | (11,626)
|Total Stockholders' Equity                                |  |  |          | 13,374
|                                                          |  |  |          |       
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                |  |  | $        | 13,374
|                                                          |  |  |          |       







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

---





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











|                                                     | Three Months Ended
    December 31, 2006
    (Unaudited) | Cumulative from
    Inception (June 21, 2006) to December 31, 2006
    (Unaudited)
|---------------------------------------------------- | -------------------------------------------------------- | ----------------------------------------------------------------------------------
|                                                     |                                                          |                                                                                   
|REVENUES:                                            | $                                                        | -                                                                                 
|                                                     |                                                          |                                                                                   
|                                                     |                                                          |                                                                                   
|OPERATING EXPENSES:                                  |                                                          |                                                                                   
|Mineral property costs                               |                                                          | 5,000                                                                             
|Professional fees                                    |                                                          | 5,488                                                                             
|General and administrative expenses                  |                                                          | 166                                                                               
|Total Operating Expenses                             |                                                          | 10,654                                                                            
|                                                     |                                                          |                                                                                   
|                                                     |                                                          |                                                                                   
|OTHER INCOME AND EXPENSE                             |                                                          | -                                                                                 
|                                                     |                                                          |                                                                                   
|                                                     |                                                          |                                                                                   
|NET LOSS APPLICABLE TO COMMON SHARES                 | $                                                        | (10,654)                                                                          
|                                                     |                                                          |                                                                                   
|                                                     |                                                          |                                                                                   
|Basic and Diluted Loss per Common Share              | $                                                        | (0.004)                                                                           
|                                                     |                                                          |                                                                                   
|                                                     |                                                          |                                                                                   
|Weighted Average Number of Common Shares Outstanding |                                                          | 3,000,000                                                                         









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

---





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











|                                                                       | Common Shares |   | Additional Paid-In |   | Deficit Accumulated During the Exploration |   | Total Stockholders'
|---------------------------------------------------------------------- | ------------- | - | ------------------ | - | ------------------------------------------ | - | -------------------
|                                                                       | Shares        |   | Amount             |   | Capital                                    |   | Stage              
|                                                                       |               |   |                    |   |                                            |   |                    
|Balance, June 21, 2006 (Inception)                                     | -             | $ | -                  | $ | -                                          | $ | -                  
|                                                                       |               |   |                    |   |                                            |   |                    
|Common shares issued for cash at
    $0.005
  per share, June 27, 2006 | 1,000,000     |   | 1,000              |   | 4,000                                      |   | -                  
|                                                                       |               |   |                    |   |                                            |   |                    
|Common shares issued for cash at
    $.01 per
 share, August 1, 2006   | 2,000,000     |   | 2,000              |   | 18,000                                     |   | -                  
|                                                                       |               |   |                    |   |                                            |   |                    
|Loss for the period                                                    | -             |   | -                  |   | -                                          |   | (972)              
|Balance, September 30, 2006 (audited)                                  | 3,000,000     |   | 3,000              |   | 22,000                                     |   | (972)              
|                                                                       |               |   |                    |   |                                            |   |                    
|Loss for the period                                                    | -             |   | -                  |   | -                                          |   | (10,654)           
|Balance, December 31, 2006 (unaudited)                                 | 3,000,000     | $ | 3,000              | $ | 22,000                                     | $ | (11,626)           









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

---







|Deerfield
    Resources, Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Interim Statements of Cash Flows                               
|Unaudited                                                      









|                                                        |   |                                     
|------------------------------------------------------- | - | ------------------------------------
|                                                        |   | Three Months Ended December 31, 2006
|CASH FLOWS FROM OPERATING ACTIVITIES                    |   |                                     
|Net loss                                                | $ | (10,654)                            
|Decrease (increase) in prepaid legal
    fees           |   | 2,028                               
|Net cash used in operating
    activities               |   | (8,626)                             
|                                                        |   |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                    |   |                                     
|Net cash provided by (used in)
    investing activities |   | -                                   
|                                                        |   |                                     
|                                                        |   |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                    |   |                                     
|Issuance of common stock for cash                       |   | -                                   
|Net cash provided by financing
    activities           |   | -                                   
|                                                        |   |                                     
|                                                        |   |                                     
|Net increase (decrease) in cash and cash equivalents    |   | (8,626)                             
|                                                        |   |                                     
|                                                        |   |                                     
|Cash and cash equivalents - beginning of period         |   | 19,772                              
|                                                        |   |                                     
|                                                        |   |                                     
|Cash and cash equivalents - end of period               | $ | 11,146                              
|                                                        |   |                                     
|Supplemental Cash Flow Disclosure:                      |   |                                     
|Cash paid for interest                                  | $ | -                                   
|Cash paid for income taxes                              | $ | -                                   











The accompanying notes are an integral part of these
financials.

---

|Deerfield Resources,
    Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Notes to Interim Financial Statements                           | 
|December 31, 2006                                              
|                                                                | 
|                                                                | 

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 and the raising of equity capital.



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 $11,146 in cash and cash equivalents at
  December 31, 2006.



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 reserve.



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.

---





|Deerfield Resources,
    Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Notes to Interim Financial Statements                           | 
|December 31, 2006                                              
|                                                                | 
|                                                                | 

2. Significant Accounting Policies - Continued



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:







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



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 for the period ended December 31, 2006.



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.

---



|Deerfield Resources,
    Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Notes to Interim Financial Statements                           | 
|December 31, 2006                                              
|                                                                | 
|                                                                | 

2. Significant Accounting Policies - Continued

Recent Accounting Pronouncements

In December 2004, the FASB issued Financial Accounting
  Standards No. 123 (revised 2004) (SFAS 123R), "Share-Based Payment."
  SFAS 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation,"and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
  Employees." SFAS 123R requires compensation expense, measured as the fair
  value at the grant date, related to share-based payment transactions to be
  recognized in the financial statements over the period that an employee
  provides service in exchange for the award. SFAS 123R is effective in fiscal
  periods that begin after December 15, 2005.



In December 2004, FASB issued Financial Accounting
  Standards No. 153, "Exchanges of Non-monetary Assets, an amendment of APB
  Opinion No. 29, Accounting for Non-Monetary Transactions (SFAS 153)." This
  statement amends APB Opinion 29 to eliminate the exception for non-monetary
  exchanges of similar productive assets and replaces it with a general
  exception for exchanges of non-monetary assets that do not have commercial
  substance. Under SFAS 153, if a non-monetary exchange of similar productive
  assets meets a commercial-substance criterion and fair value is determinable,
  the transaction must be accounted for at fair value resulting in recognition
  of any gain or loss. SFAS 153 is effective in fiscal periods that begin after
  June 15, 2005.



In May 2005, the FASB issued SFAS No. 154, "Accounting
  Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB
  Statement No. 3." This statement changes the requirements for the
  accounting for and reporting of a change in accounting principle. Previously,
  Opinion 20 required that most voluntary changes in accounting principle be
  recognized by including in net income of the period of change the cumulative
  effect of changing to a new principle. This statement requires retrospective
  application to prior periods' financial statements of changes in accounting
  principle, when practicable.



In February 2006, FASB issued Financial Accounting
  Standards No. 155, "Accounting for Certain Hybrid Financial Instruments - an
  amendment of FASB Statements No. 133 and 140. This Statement amends FASB
  Statements No. 133, Accounting for Derivative Instruments and Hedging
  Activities, and No. 140, Accounting for Transfers and Servicing of
  Financial Assets and Extinguishments of Liabilities. This Statement
  resolves issues addressed in Statement 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial
  Assets." SFAS 155 is effective for all financial instruments acquired or
  issued after the beginning of an entity's first fiscal year that begins after
  September 15, 2006.



In March 2006, FASB issued Financial Accounting Standards
  No. 156, "Accounting for Servicing of Financial Assets - an amendment of FASB
  Statement No. 140." This Statement amends FASB Statement No. 140, Accounting
  for Transfers and Servicing of Financial Assets and Extinguishments of
  Liabilities, with respect to the accounting for separately recognized
  servicing assets and servicing liabilities. SFAS 156 is effective in the first
  fiscal year that begins after September 15, 2006.



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.

---





|Deerfield Resources,
    Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Notes to Interim Financial Statements                           | 
|December 31, 2006                                              
|                                                                | 
|                                                                | 

2. Significant Accounting Policies - Continued

Recent Accounting Pronouncements - Continued

In September 2006, FASB issued Financial Accounting
  Standards No. 158, "Employers' Accounting for Defined Benefit Pension and
  Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106,
  and 132(R)." This Statement improves financial reporting by requiring an
  employer to recognize the overfunded or underfunded status of a defined
  benefit postretirement plan (other than a multiemployer plan) as an asset or
  liability in its statement of financial position and to recognize changes in
  that funded status in the year in which the changes occur through
  comprehensive income of a business entity or changes in unrestricted net
  assets of a not-for-profit organization. This Statement also improves
  financial reporting by requiring an employer to measure the funded status of a
  plan as of the date of its year-end statement of financial position, with
  limited exceptions. SFAS 158 is effective. An employer with publicly traded
  equity securities is required to initially recognize the funded status of a
  defined benefit postretirement plan and to provide the required disclosures as
  of the end of the first fiscal year ending after December 15, 2006.



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

On June 27, 2006 and August 1, 2006, the Company issued
  1,000,000 common shares at $0.005 per share and 2,000,000 common shares at
  $0.01 per share, respectively, resulting in total proceeds of $25,000 and
  3,000,000 common shares issued and outstanding at December 31, 2006. These
  shares were issued to directors and officers of the Company.



There are no preferred shares outstanding. The Company has
  issued no authorized preferred shares. 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
  carryforwards have been offset completely by a valuation allowance due to the
  uncertainty of their utilization in future periods. Operating loss
  carryforwards generated during the period from June 21, 2006 (date of
  inception) through December 31, 2006 of approximately $11,626 will begin to
  expire in 2026. Accordingly, deferred tax assets of approximately $4,069 were
  offset by the valuation allowance.



---



|Deerfield Resources,
    Ltd.(An Exploration
    Stage Company) | 
|--------------------------------------------------------------- | 
|Notes to Interim Financial Statements                           | 
|December 31, 2006                                              
|                                                                | 
|                                                                | 

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   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 $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.



During the three months ended December 31, 2006, the
  Company made total property option payments of $5,000 as outlined by the
  Agreement. As of December 31, 2006, no exploration has been performed 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, 2006, the Company met
  these obligations.





1. 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, 2006, the
  Company has working capital of $13,374 and an accumulated deficit of $11,626.
  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.







---





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION

This 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 quarterly 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.

Results of Operations



Our cash in the bank at December 31, 2006 was $11,146. In order
to satisfy our cash requirements we are required to complete our offering of up
to 2,000,000 shares registered pursuant to our SB-2 Registration Statement which
became effective on January 12, 2007.



For the period from inception (June 21, 2006) to December 31,
2006, we had no revenues and incurred net operating losses of $11,626,
consisting of mineral property expenses for the property option and general and
administrative expenses primarily incurred in connection with the preparation
and filing of our SB-2 Registration Statement.



Net cash provided by financing activities since inception
through December 31, 2006 was $25,000, raised from the private sale of stock to
our officers and directors.



Plan of Operation



We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.



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
our bills. This is because we have not generated any revenues and no revenues
are anticipated until we begin removing and selling minerals. There is no
assurance we will ever reach this point. Accordingly, we must raise cash from
sources other than the sale of minerals found on the property. That cash must be
raised from other sources. Our only other source for cash at this time is
investments by others. We must raise cash to implement our project and stay in
business. If we raise the amount of money in our offering under the SB2
Registration Statement, we believe it, together with the $25,000 cash received
from the directors for the purchase of shares, will last a minimum of twelve
months.



We will be conducting research in the form of exploration of the
property. We are not going to buy or sell any plant or significant equipment
during the next twelve months.



The property is located in White Bay, Newfoundland, Canada and
is called the "O'Sullivan Property."



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 not
selected a consultant as of December 31, 2006 and will not do so until our
offering is successfully completed, if that occurs, of which there is no
assurance. 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 don't 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 will cease operations and you will lose your investment.



In addition, we may not have enough money to complete our
exploration of the property. If it turns out that we have not raised enough
money to complete our exploration program, we will try to raise additional funds
from a second public offering, a private placement, or loans. At the present
time, we have not made any plans to raise additional money and there is no
assurance that we would be able to raise additional money in the future. If we
need additional money and can't raise it, we will have to suspend or cease
operations.



We must conduct exploration to determine what amount of
minerals, if any, exist on our properties and if any minerals that are found can
be economically extracted and profitably processed.



The property is undeveloped raw land. Exploration and surveying
has not been initiated and will not be initiated until we raise money in our
offering under the SB-2 Registration Statement. That is because we do not have
money to start exploration. Once the offering is concluded, we intend to start
exploration operations. To our knowledge, except as noted herein, the property
has never been mined. The only event that has occurred is the locating and the
recording of the mining claims under the direction of ASK Prospecting and
Guiding, Inc.



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
can't predict what that will be until we find mineralized material.



We do not know if we will find mineralized material. We believe
that activities occurring on adjoining properties are not material to our
activities, because whatever is located under adjoining property may or may not
be located under our property.



We do not claim to have any minerals or reserves whatsoever at
this time on any of the property.



We intend to implement an initial exploration program consisting
of trenching around high-grade (AU) boulders to try and source mineralized
material in bedrock. Approximately 100 rock chip samples will be taken. All
samples will be boxed and shipped to Accurassay Laboratories for analysis. We
estimate the total time to complete the project would be approximately four
weeks including analysis. The objective of this work would be to determine if
there is an economically recoverable gold resource that has been overlooked on
this property. This initial phase of work will provide enough information to
allow the Company to decide whether or not to proceed to the next phase of
exploration.



Based upon the results of the exploration, Mr. McDonald and Mr.
Ryan will determine, in consultation with our consultants, if the property is to
be dropped or further exploration on the Property is deemed necessary. Mr.
McDonald and Mr. Ryan will not receive fees for their services.



The proceeds from our offering under the SB2 Registration
Statement are designed to fund the costs of the initial exploration program
recommended by ASK Prospecting and Guiding, Inc.



We estimate the cost of the proposed work program to be $15,000.
This is comprised of $1,000 for mobilization and demobilization, $4,760 for
trenching, $2,700 for supervision, $1,000 for meals and lodging, $990 for truck
& ATV expense, $2,700 for shipping and assays, and $1,850 for taxes. We estimate
it will take up to four weeks to complete the program. We will begin the program
after the completion of the offering, weather permitting.



We do not intend to interest other companies in the property if
we find mineralized materials. We intend to try to develop the reserves
ourselves through the use of consultants. We have no plans to interest other
companies in the property if we do not find mineralized material.



If we are unable to complete any phase of exploration because we
don't have enough money, we will cease operations until we raise more money. If
we can't or don't raise more money, we will cease operations.



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.



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 revenues 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.



To become profitable and competitive, we must conduct the
research and exploration of our properties before we start production of any
minerals we may find. We are seeking equity financing to provide for the capital
required to implement our research and exploration phases. We believe that the
funds raised from our offering under the SB2 Registration Statement will allow
us to operate for one year.



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 shareholders.



Liquidity and Capital Resources



To meet our need for cash we are attempting to raise money from
our offering under our Registration Statement on Form SB2. We cannot guarantee
that we will be able to raise enough money through that offering to stay in
business. Whatever money we do raise, will be applied to the items set forth in
the Use of Proceeds section of our prospectus. 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 loans. If we do not raise the money we need from this
offering to complete our exploration of the property, we will have to find
alternative sources, like a second public offering, a private placement of
securities, or loans from our officers or others.



At the present time, we have not made any arrangements to raise
additional cash, other than under the SB-2 Registration Statement. If we need
additional cash and can't raise it we will either have to suspend operations
until we do raise the cash, or cease operations entirely. The funds raised in
our offering under the SB2 Registration Statement will allow the Company to
operate for a minimum of one year. Other than as described in this paragraph, we
have no other financing plans.



We acquired one property containing 6 claims. The property is
staked and we expect to start exploration operations after completion of the
offering under SB2 Registration Statement, weather permitting. As of December
31, 2006 we have yet to begin operations and therefore we have yet to generate
any revenues.



Since inception we have issued 3,000,000 shares of common stock
pursuant to the exemption from registration set forth in section 4(2) of the
Securities Act of 1933. 1,000,000 common shares were sold in June 2006 and
2,000,000 common shares were sold in August 2006. The purchase price of the
shares was $25,000. This was accounted for as an acquisition of shares in
exchange of cash.



As of December 31, 2006, our total assets were $13,374 and our
total liabilities were $0.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.



Critical 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 $11,146 in cash and cash equivalents at December
31, 2006.



Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its
formation in 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 reserve.

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:







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



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 for the period ended December 31, 2006.



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.





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.



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 registration
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
333-137481, at the SEC website atwww.sec.gov:



Exhibit

NumberDescription



3.1 Articles of Incorporation*

3.2Bylaws*

> 31.1 Sec. 302 Certification of Principal Executive Officer
>     32.1 Sec. 906 Certification of Principal Executive Officer





*Previously filed



SIGNATURES



Pursuant to the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.





February 20, 2007 Deerfield Resources, Ltd., Registrant



By:

/s/  
Paul McDonald

Paul McDonald, Director,
President,

Treasurer, Principal
Executive Officer,

Principal Financial
Officer





In accordance with the
Exchange Act, this report has been signed below by the following person on
behalf of the registrant and in the capacities and on the date indicated.





February 20, 2007                                                                
Deerfield Resources, Ltd., Registrant



> By:
>                   /s/ Paul McDonald
>                   Paul
>                   McDonald, Director, President,
>                   Treasurer, Principal Executive Officer,
>                   Principal Financial Officer