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 SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended June 30, 2009


OR


o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ______ to ________





Commission
File Number 333-139660





DEERFIELD
RESOURCES, LTD.


(Exact
Name of Registrant as Specified in its Charter)





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




c/o
Gottbetter & Partners, LLP


488
Madison Avenue, 12th
Floor


New York,
New York 10022


(212)
400-6900


(Address
and telephone number of principal executive offices)





50
Christopher Columbus Drive


Suite
1606, Jersey City, NJ 07302


(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
o





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 o





There
were 32,600,000 shares of Common Stock outstanding as of August 10,
2009.









DEERFIELD
RESOURCES, LTD.




TABLE
OF CONTENTS




PagePart
      I Financial InformationItem 1
                                                                                    Financial
      StatementsBalance
      Sheets (unaudited)
                                                                                    2Interim
      Statements of Operations (unaudited)
                                                                                    3Interim
      Statement of Stockholders’ Equity (Deficit) (unaudited)
                                                                                    4Interim
      Statements of Cash Flows (unaudited)
                                                                                    5Notes
      to the Unaudited Interim Financial Statements
                                                                                    6Item 2
                                                                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                                    14Item 4T
                                                                                    Controls
      and Procedures
                                                                                    15Part
      II Other Information
                                                                                    16Item
      2
                                                                                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                                    16Item
      4
                                                                                    Submission
      of Matters to a Vote of Security Holders
                                                                                    16Item
      5
                                                                                    Other
      Information
                                                                                    16Item 6
                                                                                    Exhibits
                                                                                    16Signatures
                                                                                    17Exhibit
      – 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, 2008 included in a Form
10-KSB filed with the U.S. Securities and Exchange Commission (“SEC”) on
December 29, 2008. In the opinion of management, all adjustments necessary for a
fair presentation have been included in the accompanying condensed financial
statements and consist of only normal recurring adjustments. The results of
operations presented in the accompanying condensed financial statements for the
period ended June 30, 2009 are not necessarily indicative of the operating
results that may be expected for the full year ending September 30,
2009.





1





Deerfield
Resources, Ltd.


(An
Exploration Stage Company)


Balance
Sheets





As
      of
                          
                          
                          As
      ofJune
      30,
                          
                          
                          September
      30,2009
                          
                          
                          2008ASSETS
                          
                          (Unaudited)Current
      AssetsCash
                          
                          $
                          547
                          
                          
                          $
                          22,176Prepaid
      expenses
                          
                          
                          -
                          
                          
                          
                          187Total
      Current Assets
                          
                          
                          547
                          
                          
                          
                          22,363TOTAL
      ASSETS
                          
                          $
                          547
                          
                          
                          $
                          22,363LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          6,222
                          
                          
                          $
                          8,627Notes
      payable – related parties (note 6)
                          
                          
                          100,950
                          
                          
                          
                          -Accrued
      interest, notes payable – related parties (note 6)
                          
                          
                          3,123
                          
                          
                          
                          -Total
      Current Liabilities
                          
                          
                          110,295
                          
                          
                          
                          8,627TOTAL
      LIABILITIES
                          
                          
                          110,295
                          
                          
                          
                          8,627STOCKHOLDERS’
      EQUITY (DEFICIT) (note 3)Preferred
      stock, par value $0.001, 10,000,000 sharesauthorized,
      none issued and outstanding
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, par value $0.001, 300,000,000 sharesauthorized,
      32,600,000 (926,000 - September 30, 2008) shares issued and
      outstanding
                          
                          
                          32,600
                          
                          
                          
                          926Additional
      paid-in capital
                          
                          
                          89,274
                          
                          
                          
                          89,274Deficit
      accumulated during the exploration stage
                          
                          
                          (231,622
                          )
                          
                          
                          (76,464
                          )Total
      Stockholders’ Equity (Deficit)
                          
                          
                          (109,748
                          )
                          
                          
                          13,736TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY
      (DEFICIT)
                          
                          $
                          547
                          
                          
                          $
                          22,363




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




2


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




Cumulativefrom
      Inception(June
      21, 2006)Three
      Months Ended June 30,
                                
                                
                                Nine
      Months Ended June 30,
                                
                                
                                to
      June 30,2009
                                
                                
                                2008
                                
                                
                                2009
                                
                                
                                2008
                                
                                
                                2009Income
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -ExpensesMineral
      property costs
                                
                                
                                3,750
                                
                                
                                
                                -
                                
                                
                                
                                10,000
                                
                                
                                
                                5,000
                                
                                
                                
                                42,152Professional
      fees
                                
                                
                                19,284
                                
                                
                                
                                4,535
                                
                                
                                
                                141,871
                                
                                
                                
                                14,752
                                
                                
                                
                                186,432Office
      and administrative
                                
                                
                                105
                                
                                
                                
                                38
                                
                                
                                
                                165
                                
                                
                                
                                428
                                
                                
                                
                                1,953Total
      Operating Expenses
                                
                                
                                23,139
                                
                                
                                
                                4,573
                                
                                
                                
                                152,036
                                
                                
                                
                                20,180
                                
                                
                                
                                230,537Other
      Income (Expense)Interest
      income
                                
                                
                                -
                                
                                
                                
                                152
                                
                                
                                
                                -
                                
                                
                                
                                721
                                
                                
                                
                                2,037Interest
      expense
                                
                                
                                (1,762
                                )
                                
                                
                                -
                                
                                
                                
                                (3,122
                                )
                                
                                
                                -
                                
                                
                                
                                (3,122
                                )Total
      Other Income (Expense)
                                
                                
                                (1,762
                                )
                                
                                
                                152
                                
                                
                                
                                (3,122
                                )
                                
                                
                                721
                                
                                
                                
                                (1,085
                                )Net
      Loss Applicable to Common Shares
                                
                                $
                                (24,901
                                )
                                
                                $
                                (4,421
                                )
                                
                                $
                                (155,158
                                )
                                
                                $
                                (19,459
                                )
                                
                                $
                                (231,622
                                )Basic
      and Diluted Loss per Common Share
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.02
                                )Weighted
      Average Number ofCommon
      Shares Outstanding
                                
                                
                                32,600,000
                                
                                
                                
                                926,000
                                
                                
                                
                                22,236,081
                                
                                
                                
                                926,000




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




3




Deerfield
Resources, Ltd.
 (An
Exploration Stage Company)
 Interim
Statement of Changes in Stockholders’ Equity (Deficit)
 For the
Period of Inception (June 21, 2006) to June 30, 2009




Common
      Stock
                                            
                                            
                                            Additional
      Paid-In
                                            
                                            
                                            Deficit
                                              Accumulated
                                              During
      the
                                              Exploration
                                            
                                            
                                            Total
      Stockholders’Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            Stage
                                            
                                            
                                            Equity
      (Deficit)Balance,
      June 21, 2006 (Inception)
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Common
      shares issued for cash at  $0.025per
      share, June 27, 2006
                                            
                                            
                                            200,000
                                            
                                            
                                            
                                            200
                                            
                                            
                                            
                                            4,800
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            5,000Common
      shares issued for cash at $.05 pershare,
      August 1, 2006
                                            
                                            
                                            400,000
                                            
                                            
                                            
                                            400
                                            
                                            
                                            
                                            19,600
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,000Loss
      for the period
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (972
                                            )
                                            
                                            
                                            (972
                                            )Balance,
      September 30, 2006
                                            
                                            
                                            600,000
                                            
                                            
                                            
                                            600
                                            
                                            
                                            
                                            24,400
                                            
                                            
                                            
                                            (972
                                            )
                                            
                                            
                                            24,028Common
      shares issued for cash at  $0.20 pershare,
      July 11, 2007
                                            
                                            
                                            326,000
                                            
                                            
                                            
                                            326
                                            
                                            
                                            
                                            64,874
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            65,200Loss
      for the year
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (40,201
                                            )
                                            
                                            
                                            (40,201
                                            )Balance,
      September 30, 2007
                                            
                                            
                                            926,000
                                            
                                            
                                            
                                            926
                                            
                                            
                                            
                                            89,274
                                            
                                            
                                            
                                            (41,173
                                            )
                                            
                                            
                                            49,027Loss
      for the year
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (35,291
                                            )
                                            
                                            
                                            (35,291
                                            )Balance,
      September 30, 2008
                                            
                                            
                                            926,000
                                            
                                            
                                            
                                            926
                                            
                                            
                                            
                                            89,274
                                            
                                            
                                            
                                            (76,464
                                            )
                                            
                                            
                                            13,736Common
      shares issued for services at  $0.001per
      share, December 29, 2008
                                            
                                            
                                            31,674,000
                                            
                                            
                                            
                                            31,674
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            31,674Loss
      for the period (unaudited)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (155,158
                                            )
                                            
                                            
                                            (155,158
                                            )Balance,
      June 30, 2009 (unaudited)
                                            
                                            
                                            32,600,000
                                            
                                            
                                            $
                                            32,600
                                            
                                            
                                            $
                                            89,274
                                            
                                            
                                            $
                                            (231,622
                                            )
                                            
                                            $
                                            (109,748
                                            )




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




4




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




Cumulative
      fromInception(June
      21, 2006) toNine
      Months Ended June 30,
                    
                    
                    June
      30,2009
                    
                    
                    2008
                    
                    
                    2009Operating
      ActivitiesLoss
      for the period
                    
                    $
                    (155,158
                    )
                    
                    $
                    (19,459
                    )
                    
                    $
                    (231,622
                    )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
                    
                    
                    
                    300
                    
                    
                    
                    -Increase
      (decrease) in accounts payable
                    
                    
                    (2,405
                    )
                    
                    
                    (7,980
                    )
                    
                    
                    6,222Increase
      in accrued interest, notes payable – related party
                    
                    
                    3,123
                    
                    
                    
                    -
                    
                    
                    
                    3,123Net cash used in operating
      activities
                    
                    
                    (122,579
                    )
                    
                    
                    (27,139
                    )
                    
                    
                    (190,603
                    )Investing
      Activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Financing
      ActivitiesProceeds
      from notes payable – related party
                    
                    
                    100,950
                    
                    
                    
                    -
                    
                    
                    
                    100,950Issuance
      of common stock for cash
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    90,200Net
      cash provided by financing activities
                    
                    
                    100,950
                    
                    
                    
                    -
                    
                    
                    
                    191,150Net
      Increase (Decrease) in Cash and Cash Equivalents
                    
                    
                    (21,629
                    )
                    
                    
                    (27,139
                    )
                    
                    
                    547Cash
      and Cash Equivalents – Beginning of Period
                    
                    
                    22,176
                    
                    
                    
                    61,882
                    
                    
                    
                    -Cash
      and Cash Equivalents – End of Period
                    
                    $
                    547
                    
                    
                    $
                    34,743
                    
                    
                    $
                    547Supplemental
      Cash Flow Disclosure:Cash
      paid for interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Cash
      paid for income taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -




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




5


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009




1.
            Organization





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





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





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





Exploration
Stage Company





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





2.
            Significant
      Accounting Policies





Use
of Estimates





The preparation of the Company’s
financial statements in conformity with accounting principles generally accepted
in theUnited
Statesrequires 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 $547 and $22,176 in cash and cash equivalents
at June 30, 2009 and September 30, 2008, respectively.





6




2.
            Significant
      Accounting Policies – Continued




Mineral
Acquisition and Exploration Costs




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




Start-Up
Costs




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




Net
Income or (Loss) Per Share of Common Stock




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





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





Three
      Months Ended
                    
                    
                    Nine
      Months EndedJune
      30,
                    
                    
                    June
      30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Net
      loss
                    
                    $
                    (24,901
                    )
                    
                    $
                    (4,421
                    )
                    
                    $
                    (155,158
                    )
                    
                    $
                    (19,459
                    )Weighted
      average common shares
                    
                    
                    32,600,000
                    
                    
                    
                    926,000
                    
                    
                    
                    22,236,081
                    
                    
                    
                    926,000outstanding
      (Basic)Options
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Warrants
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Weighted
      average common sharesoutstanding
      (Diluted)
                    
                    
                    32,600,000
                    
                    
                    
                    926,000
                    
                    
                    
                    22,236,081
                    
                    
                    
                    926,000Net
      loss per share (Basic and Diluted)
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.02
                    )




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


7
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009


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 or unrealized
exchange gain or losses were recorded from inception (June 21, 2006) to June 30,
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 issued SFAS No. 168, “The FASB Accounting Standards
CodificationTMand the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162.”  FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles,” which became effective on November 13, 2008,
identified the sources of accounting principles and the framework for selecting
the principles used in preparing the financial statements of nongovernmental
entities that are presented in conformity with GAAP. Statement 162 arranged
these sources of GAAP in a hierarchy for users to apply accordingly. Once the
Codification is in effect, all of its content will carry the same level of
authority, effectively superseding Statement 162. In other words, the GAAP
hierarchy will be modified to include only two levels of GAAP: authoritative and
nonauthoritative. As a result, this Statement replaces Statement 162 to indicate
this change to the GAAP hierarchy.  This Statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.




In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R).”This Statement is to improve financial reporting
by enterprises involved with variable interest entities. The Board undertook
this project to address (1) the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest
Entities,” as a result of the elimination of the qualifying
special-purpose entity concept in FASB Statement No. 166, “Accounting for Transfers of
Financial Assets,” and (2) constituent concerns about the application of
certain key provisions of Interpretation 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprise’s involvement in a variable interest
entity. This Statement shall be effective as of the beginning of each reporting
entity’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter.  Earlier application is
prohibited.


8
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009


2.
            Significant
      Accounting Policies–
    Continued





Recently
Issued Accounting Pronouncements – Continued





In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of
Financial Assets—an amendment of FASB Statement No. 140.” This Statement
is to improve the relevance, representational faithfulness, and comparability of
the information that a reporting entity provides in its financial statements
about a transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets.   The Board
undertook this project to address (1) practices that have developed since the
issuance of FASB Statement No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,” that
are not consistent with the original intent and key requirements of that
Statement and (2) concerns of financial statement users that many of the
financial assets (and related obligations) that have been derecognized should
continue to be reported in the financial statements of
transferors.  This Statement must be applied as of the beginning of
each reporting entity’s first annual reporting period that begins after November
15, 2009, for interim periods within that first annual reporting period and for
interim and annual reporting periods thereafter. Earlier application is
prohibited.   This Statement must be applied to transfers
occurring on or after the effective date.




In May
2009, the FASB issued SFAS No. 165, “Subsequent
Events.”  The objective of this Statement is to establish
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. In particular, this Statement sets forth: (1) The period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements. (2) The circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements. (3) The disclosures that an entity should make
about events or transactions that occurred after the balance sheet date. In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009.


9
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009


2.
            Significant
      Accounting Policies–
    Continued





Recently
Issued Accounting Pronouncements – Continued





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





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





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





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





3.
            Stockholders’
      Equity





Authorized
Stock





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





Effective
December 1, 2008, the Company increased the number of authorized common shares
to 310,000,000 shares, of which 300,000,000 shares are designated as common
stock par value $0.001 per share, and 10,000,000 shares (decreased from
100,000,000 shares) are designated as preferred stock, par value $0.001 per
share.


10
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009


3.
            Stockholders’
      Equity-
      Continued





Share
Issuances





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





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




Price PerDate
                                        Description
                                        
                                        Shares
                                        
                                        
                                        Share
                                        
                                        
                                        Amount06/27/06
                                        Stock issued for
      cash
                                        
                                        
                                        200,000
                                        
                                        
                                        $
                                        0.025
                                        
                                        
                                        $
                                        5,00008/01/06
                                        Stock issued for
      cash
                                        
                                        
                                        400,000
                                        
                                        
                                        
                                        0.05
                                        
                                        
                                        
                                        20,00007/11/07
                                        Stock issued for
      cash
                                        
                                        
                                        326,000
                                        
                                        
                                        
                                        0.20
                                        
                                        
                                        
                                        65,20012/26/08
                                        Stock issued for
      services (note 6)
                                        
                                        
                                        31,674,000
                                        
                                        
                                        
                                        0.001
                                        
                                        
                                        
                                        31,67406/30/09
                                        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 SFAS No. 109 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years. Minimal exploration stage deferred tax
assets arising as a result of net operating loss carry forwards have been offset
completely by a valuation allowance due to the uncertainty of their utilization
in future periods. Operating loss carry forwards generated during the period
from June 21, 2006 (date of inception) through June 30, 2009 of $231,622 will
begin to expire in 2026. Accordingly, deferred tax assets of approximately
$80,000 were offset by a valuation allowance, which increased by approximately
$56,300 and $6,800 during the nine months ended June 30, 2009 and 2008,
respectively.





The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on October 1, 2007.  As a result of the
implementation of Interpretation 48, the Company recognized approximately no
increase in the liability for unrecognized tax benefits.  The Company
has no tax positions at June 30, 2009 and 2008 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 June
30,2009 or
2008.


11
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009




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 (each with a
30 day grace period):




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




On
November 5, 2008, the Agreement was amended to allow the Company to pay the
third payment ($10,000 originally due October 10, 2008) in three installments:
$2,500 payable on or before November 7, 2008 (paid); $3,750 payable on or before
February 10, 2009 (paid); and $3,750 payable on or before June 10, 2009 (paid
August 13, 2009).





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 June 30, 2009,
the Company has spent the recommended money on property option payments and
exploration work on the Property (except for the $3,750 due by June 10,
2009).





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 June 30, 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.  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.





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


12
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009




6.
            Related
      Party Transactions -Continued





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.





Interest
expense and accrued interest as of and for the period ended June 30, 2009
totaled $3,122.





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, which management deemed to be
fair market value at issuance.





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
June 30, 2009, the Company has a working capital deficiency of $109,748 and an
accumulated deficit of $231,622.  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





The
Company has evaluated subsequent events from the balance sheet date through
August 14, 2009 and determined there are no items to disclose.


13


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
toengage in the searchformineral deposits or
reserves.We conducted preliminary exploration
activities oncertain
properties inNewfoundland,Canadaon which we hold certain mining
claims.





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





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





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





Results
of Operations





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





We
incurred operating expenses of $23,139 and $152,036 for the three months and
nine months ended June 30, 2009 as opposed to $4,573 and $20,180 for the three
months and nine months ended June 30, 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. A large part of these increases
in the three and nine month periods ended June 30, 2009 resulted from
increased legal and accounting fees.




1 $3,750
due on or before February 10, 2009 (paid); $3,750 due on or before June 10, 2009
(paid August 13, 2009); and $10,000 due on or before October 10, 2009, each with
a thirty day grace period.




14




We
generated no operational revenues for each of the three and nine month periods
ended June 30, 2009 and 2008, respectively, and generated no interest income for
the three and nine month periods ended June 30, 2009 although we did earn $152
and $721 in interest income for the three and nine month periods ended June 30,
2008, respectively.  Our net loss for the three and nine months ended
June 30, 2009 was $24,901 and $155,158, respectively, and for the three and nine
months ended June 30, 2008 was $4,421 and $19,459, respectively.





Liquidity
and Capital Resources





At June
30, 2009, we had cash and cash equivalents in the bank of $547,as opposed to $22,176 at September 30,
2008.





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. 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.




15





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





PART
II – OTHER INFORMATION





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





On May
21, 2009, we issued an 18 month, 9% convertible promissory note to our majority
stockholder in the principal amount of $40,000, in a private placement exempt
from registration under the federal securities laws pursuant to Section 4(2) of
the Securities Act of 1933, as amended.   There was no
underwriter involved in this transaction and no underwriting discounts or
commissions paid in connection with this sale.





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
  2002




32.1/32.2
            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.





16





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:  August
      14, 2009
              DEERFIELD
      RESOURCES, LTD.By:
              /s/ James
      W. MorgonName:
      James W. MorgonTitle:
      Principal Executive Officer and Principal Financial Officer
  17