China TMK Battery Systems (DFEL) 10-Q 2009 Q1 Quarterly report

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

			Page
Part I Financial Information
	Item 1	Financial Statements
		Balance Sheets (unaudited)	2
		Interim Statements of Operations (unaudited)	3
		Interim Statement of Stockholders’ Equity (Deficit) (unaudited)	4
		Interim Statements of Cash Flows (unaudited)	5
		Notes to the Unaudited Interim Financial Statements	6
	Item 2	Management’s Discussion and Analysis or Plan of Operation	13
	Item 4T	Controls and Procedures	14
Part II Other Information			15
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
	Item 4	Submission of Matters to a Vote of Security Holders	15
	Item 5	Other Information	15
	Item 6	Exhibits	16
Signatures
Exhibit – Certification of Principal  Executive Officer and Principal Financial Officer
Exhibit – 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 of
	March 31,			September 30,
	2009			2008
ASSETS	(Unaudited)
Current Assets
Cash	$	-			22,176
Prepaid expenses		-			187
Total Current Assets		-			22,363
TOTAL ASSETS	$	-			22,363
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable	$	22,537			8,627
Notes payable – related parties (note 6)		60,950			-
Accrued interest, notes payable – related parties (note 6)		1,360			-
Total Current Liabilities		84,847			8,627
TOTAL LIABILITIES		84,847			8,627
STOCKHOLDERS’ EQUITY (DEFICIT) (note 3)
Preferred stock, par value $0.001, 10,000,000 shares
authorized, none issued and outstanding		-			-
Common stock, par value $0.001, 300,000,000 shares
authorized, 32,600,000 (926,000 - September 30, 2008) shares issued and outstanding		32,600			926
Additional paid-in capital		89,274			89,274
Deficit accumulated during the exploration stage		(206,721	)		(76,464	)
Total Stockholders’ Equity (Deficit)		(84,847	)		13,736
TOTAL 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)

													Cumulative
													from Inception
													(June 21, 2006)
	Three Months Ended March 31,						Six Months Ended March 31,						to March 31,
	2009			2008			2009			2008			2009
Income	$	-		$	-		$	-		$	-		$	-
Expenses
Mineral property costs		3,750			-			6,250			5,000			38,402
Professional fees		18,630			3,431			64,864			10,217			100,798
Office and administrative		60			53			57,783			390			68,198
Total Operating Expenses		22,440			3,484			128,897			15,607			207,398
Other Income (Expense)
Interest income		-			239			-			569			2,037
Interest expense		(860	)		-			(1,360	)		-			(1,360	)
Total Other Income (Expense)		(860	)		239			(1,360	)		569			677
Net 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 of
Common 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  $0.025
per share, June 27, 2006		200,000		200		4,800		-			5,000
Common shares issued for cash at $.05 per
share, August 1, 2006		400,000		400		19,600		-			20,000
Loss for the period		-		-		-		(972	)		(972	)
Balance, September 30, 2006		600,000		600		24,400		(972	)		24,028
Common shares issued for cash at  $0.20 per
share, July 11, 2007		326,000		326		64,874		-			65,200
Loss for the year		-		-		-		(40,201	)		(40,201	)
Balance, September 30, 2007		926,000		926		89,274		(41,173	)		49,027
Loss for the year		-		-		-		(35,291	)		(35,291	)
Balance, September 30, 2008		926,000		926		89,274		(76,464	)		13,736
Common shares issued for services at  $0.001
per share, December 29, 2008 (unaudited)		31,674,000		31,674		-		-			31,674
Loss 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 from
							Inception
							(June 21, 2006) to
	Six Months Ended March 31,						March 31,
	2009			2008			2009
Operating Activities
Loss for the period	$	(130,257	)	$	(15,038	)	$	(206,721	)
Adjustments to reconcile net loss to net cash
used in operations
Issuance of common stock for consulting services		31,674			-			31,674
Changes in operating assets and liabilities:
Decrease in prepaid expenses		187			300			-
Increase (decrease) in accounts payable		13,910			(8,546	)		22,537
Increase in accrued interest, notes payable – related party		1,360			-			1,360
Net cash used in operating activities		(83,126	)		(23,284	)		(151,150	)
Investing Activities		-			-			-
Net cash used in investing activities		-			-			-
Financing Activities
Proceeds from notes payable – related party		60,950			-			60,950
Issuance of common stock for cash		-			-			90,200
Net cash provided by financing activities		60,950			-			151,150
Net 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 Ended
	March 31,						March 31,
	2009			2008			2009			2008
Net loss	$	(23,300	)	$	(3,245	)	$	(130,257	)	$	(15,038	)
Weighted average common shares		32,600,000			926,000			17,025,492			926,000
outstanding (Basic)
Options		-			-			-			-
Warrants		-			-			-			-
Weighted average common shares
outstanding (Diluted)		32,600,000			926,000			17,025,492			926,000
Net 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 Per
Date	Description	Shares		Share		Amount
06/27/06	Stock issued for cash		200,000	$	0.025	$	5,000
08/01/06	Stock issued for cash		400,000		0.05		20,000
07/11/07	Stock issued for cash		326,000		0.20		65,200
12/26/08	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)	$	5,000
On or before October 10, 2007 (paid)		5,000
On or before October 10, 2008		10,000
On or before October 10, 2009		10,000
On or before October 10, 2010		10,000
TOTAL	$	40,000

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 Stockholder at 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 to engage in the search for mineral deposits or reserves. We conducted preliminary exploration activities on certain properties in Newfoundland, Canada on which we hold certain mining claims.

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

We have minimal operating costs and expenses at the present time due to our limited business activities. However, because of our 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. Morgon
		Name: James W. Morgon
		Title:   Principal Executive Officer and Principal Financial Officer