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 March 31, 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
              (Primary
      SIC Number)
              (IRS
      Employer ID Number)Incorporation
      or organization)


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 o   No
o





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 o
            
            Accelerated
      filer o
            
            Non-accelerated
      filer o
            
            Smaller
      reporting company x(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 May 15,
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 or Plan of Operation
            13Item 4T
            Controls
      and Procedures
            14Part
      II Other Information
            15Item
      2
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            15Item
      4
            Submission
      of Matters to a Vote of Security Holders
            15Item
      5
            Other
      Information
            15Item 6
            Exhibits
            16SignaturesExhibit
      – 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 March 31, 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
      ofMarch
      31,
            
            
            September
      30,2009
            
            
            2008ASSETS
            
            (Unaudited)Current
      AssetsCash
            
            $
            -
            
            
            
            22,176Prepaid
      expenses
            
            
            -
            
            
            
            187Total
      Current Assets
            
            
            -
            
            
            
            22,363TOTAL
      ASSETS
            
            $
            -
            
            
            
            22,363LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LIABILITIESCurrent
      LiabilitiesAccounts
      payable
            
            $
            22,537
            
            
            
            8,627Notes
      payable – related parties (note 6)
            
            
            60,950
            
            
            
            -Accrued
      interest, notes payable – related parties (note 6)
            
            
            1,360
            
            
            
            -Total
      Current Liabilities
            
            
            84,847
            
            
            
            8,627TOTAL
      LIABILITIES
            
            
            84,847
            
            
            
            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
            
            
            (206,721
            )
            
            
            (76,464
            )Total
      Stockholders’ Equity (Deficit)
            
            
            (84,847
            )
            
            
            13,736TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY
      (DEFICIT)
            
            $
            -
            
            
            
            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 March 31,
            
            
            Six
      Months Ended March 31,
            
            
            to
      March 31,2009
            
            
            2008
            
            
            2009
            
            
            2008
            
            
            2009Income
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -ExpensesMineral
      property costs
            
            
            3,750
            
            
            
            -
            
            
            
            6,250
            
            
            
            5,000
            
            
            
            38,402Professional
      fees
            
            
            18,630
            
            
            
            3,431
            
            
            
            64,864
            
            
            
            10,217
            
            
            
            100,798Office
      and administrative
            
            
            60
            
            
            
            53
            
            
            
            57,783
            
            
            
            390
            
            
            
            68,198Total
      Operating Expenses
            
            
            22,440
            
            
            
            3,484
            
            
            
            128,897
            
            
            
            15,607
            
            
            
            207,398Other
      Income (Expense)Interest
      income
            
            
            -
            
            
            
            239
            
            
            
            -
            
            
            
            569
            
            
            
            2,037Interest
      expense
            
            
            (860
            )
            
            
            -
            
            
            
            (1,360
            )
            
            
            -
            
            
            
            (1,360
            )Total
      Other Income (Expense)
            
            
            (860
            )
            
            
            239
            
            
            
            (1,360
            )
            
            
            569
            
            
            
            677Net
      Loss Applicable to Common Shares
            
            $
            (23,300
            )
            
            $
            (3,245
            )
            
            $
            (130,257
            )
            
            $
            (15,038
            )
            
            $
            (206,721
            )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
            
            
            
            17,025,492
            
            
            
            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 March 31, 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 (unaudited)
            
            
            31,674,000
            
            
            
            31,674
            
            
            
            -
            
            
            
            -
            
            
            
            31,674Loss for the period
      (unaudited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (130,257
            )
            
            
            (130,257
            )Balance, March 31,
      2009 (unaudited)
            
            
            32,600,000
            
            
            $
            32,600
            
            
            $
            89,274
            
            
            $
            (206,721
            )
            
            $
            (84,847
            )




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) toSix
      Months Ended March 31,
            
            
            March
      31,2009
            
            
            2008
            
            
            2009Operating
      ActivitiesLoss
      for the period
            
            $
            (130,257
            )
            
            $
            (15,038
            )
            
            $
            (206,721
            )Adjustments
      to reconcile net loss to net cashused
      in operationsIssuance
      of common stock for consulting services
            
            
            31,674
            
            
            
            -
            
            
            
            31,674Changes
      in operating assets and liabilities:Decrease
      in prepaid expenses
            
            
            187
            
            
            
            300
            
            
            
            -Increase
      (decrease) in accounts payable
            
            
            13,910
            
            
            
            (8,546
            )
            
            
            22,537Increase
      in accrued interest, notes payable – related party
            
            
            1,360
            
            
            
            -
            
            
            
            1,360Net cash used in operating
      activities
            
            
            (83,126
            )
            
            
            (23,284
            )
            
            
            (151,150
            )Investing
      Activities
            
            
            -
            
            
            
            -
            
            
            
            -Net
      cash used in investing activities
            
            
            -
            
            
            
            -
            
            
            
            -Financing
      ActivitiesProceeds
      from notes payable – related party
            
            
            60,950
            
            
            
            -
            
            
            
            60,950Issuance
      of common stock for cash
            
            
            -
            
            
            
            -
            
            
            
            90,200Net
      cash provided by financing activities
            
            
            60,950
            
            
            
            -
            
            
            
            151,150Net
      Increase (Decrease) in Cash and Cash Equivalents
            
            
            (22,176
            )
            
            
            (23,284
            )
            
            
            -Cash
      and Cash Equivalents – Beginning of Period
            
            
            22,176
            
            
            
            61,882
            
            
            
            -Cash
      and Cash Equivalents – End of Period
            
            $
            -
            
            
            $
            38,598
            
            
            $
            -Supplemental
      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
 March
31, 2009




1.
                Organization





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





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





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





Exploration
Stage Company





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


2.
                Significant Accounting
Policies


Use
of Estimates





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





Cash
and Cash Equivalents





Cash and
cash equivalents include cash in banks, money market funds, and certificates of
term deposits with maturities of less than three months from inception, which
are readily convertible to known amounts of cash and which, in the opinion of
management, are subject to an insignificant risk of loss in
value.  The Company had $0 and $22,176 in cash and cash equivalents at
March 31, 2009 and September 30, 2008, respectively.





6


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 March
31, 2009


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
            
            
            Six
      Months EndedMarch
      31,
            
            
            March
      31,2009
            
            
            2008
            
            
            2009
            
            
            2008Net
      loss
            
            $
            (23,300
            )
            
            $
            (3,245
            )
            
            $
            (130,257
            )
            
            $
            (15,038
            )Weighted
      average common shares
            
            
            32,600,000
            
            
            
            926,000
            
            
            
            17,025,492
            
            
            
            926,000outstanding
      (Basic)Options
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Warrants
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Weighted
      average common sharesoutstanding
      (Diluted)
            
            
            32,600,000
            
            
            
            926,000
            
            
            
            17,025,492
            
            
            
            926,000Net
      loss per share (Basic and Diluted)
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )
            
            $
            (0.02
            )





7


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 March
31, 2009


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


2.
                Significant Accounting Policies - Continued





Foreign
Currency Translations





The
Company’s functional and reporting currency is the US dollar.  All
transactions initiated in other currencies are translated into US dollars using
the exchange rate prevailing on the date of transaction.  Monetary
assets and liabilities denominated in foreign currencies are translated into the
US dollar at the rate of exchange in effect at the balance sheet
date.  Unrealized exchange gains and losses arising from such
transactions are deferred until realization and are included as a separate
component of stockholders’ equity (deficit) as a component of comprehensive
income or loss. Upon realization, the amount deferred is recognized in income in
the period when it is realized.  No significant realized exchange gain
or losses were recorded from inception (June 21, 2006) to March 31,
2009.





Concentrations
of Credit Risk





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





Recently
Issued Accounting Pronouncements





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





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


8
 DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 March
31, 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 are designated as
preferred stock, par value $0.001 per share.





9


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 March
31, 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
              
              
              
              31,674





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 March 31, 2009 of $206,721 will
begin to expire in 2026. Accordingly, deferred tax assets of approximately
$72,300 were offset by a valuation allowance, which increased by approximately
$45,590 and $5,200 during the six months ended March 31, 2009 and 2008,
respectively.





10


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




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




On
November 5, 2008, the Agreement was amended to allow the Company to pay the
third payment ($10,000 originally due October 10, 2008) in three installments:
$2,500 payable on or before November 7, 2008; $3,750 payable on or before
February 10, 2009; and $3,750 payable on or before June 10, 2009.  The
Company paid the first two installments totaling $6,250, and is therefore still
in compliance with the Agreement.





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





Funds
totaling $22,152 were advanced during August and October 2007 towards the work
program, which was completed in September 2007.  As of March 31, 2009,
the Company has spent the recommended money on property option payments and
exploration work on the Property.





The
Company is also responsible for maintaining the mineral claims in good standing
by paying all the necessary rents, taxes, and filing fees associated with the
Property.  As of March 31, 2009, the Company met these
obligations.




6.
              Related
      Party Transactions





On
November 3, 2008, the Company received $35,000 from its majority stockholder
(the “Stockholder”) pursuant to an unsecured promissory note, bearing an annual
interest rate of 9% with a maturity date of November 2, 2009.  On
March 18, 2009, the Company received an additional $25,950 from the Stockholder
pursuant to an unsecured convertible promissory note, bearing an annual
interest rate of 9% with a maturity date of March 17, 2010.  Interest
expense and accrued interest as of and for the period ended March 31, 2009
totaled $1,360. The price and terms for which the note may be
convertible into shares of the Company's common stock shall be
mutually agreed upon by the Company and the Stockholderat a later date.




11


DEERFIELD
RESOURCES, LTD.
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 March
31, 2009


During
the quarter ended December 31, 2008, the Stockholder rendered consulting
services totaling $31,674, for which it received 31,674,000 shares of the
Company’s common stock issued at par value $0.001.





7.
              Going
      Concern and Liquidity
Considerations





The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern,
which contemplates, among other things, the realization of assets and
satisfaction of liabilities in the normal course of business.  As at
March 31, 2009, the Company has a working capital deficiency of $84,847 and an
accumulated deficit of $206,721.  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.




12




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





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





Plan
of Operation





We were
incorporated in the State of Nevada on June 21, 2006.  We were formed
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 $22,440 and $128,897 for the three months and six
months ended March 31, 2009 as opposed to $3,484 and $15,607 for the three
months and six months ended March 31, 2008.  These expenses consisted
primarily of mineral property costs and professional and administrative fees
incurred in connection with the day to day operation of our business and the
preparation and filing of our periodic reports.




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




13




We
generated no operational revenues for each of the three and six month periods
ended March 31, 2009 and 2008, respectively, and generated no interest income
for the three and six month period ended March 31, 2009 although we did earn
$239 and $569 in interest income for the three and six month periods ended March
31, 2008, respectively.  Our net loss for the three and six months
ended March 31, 2009 was $23,300 and $130,257, respectively, and for the three
and six months ended March 31, 2008 was $3,245 and $15,038,
respectively.





Liquidity
and Capital Resources





At March
31, 2009, we had cash and cash equivalents in the bank of $0.00,as opposed to $22,176 at December 31,
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 March 18, 2009 we
received $25,950 from our majority stockholder pursuant to a 9% unsecured
promissory note with a maturity date of September 18, 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.




14




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 March
18, 2009, we issued an 18 month, 9% convertible promissory note to our majority
stockholder in the principal amount of $25,950, 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.
              
              Description


31.1/31.2
            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.





15




SIGNATURES





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




DEERFIELD
      RESOURCES, LTD.Date:  May
      20, 2009
              By:
              /s/
      James W. MorgonName: James
      W. MorgonTitle:  
      Principal Executive Officer and
                Principal
      Financial Officer