UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
OR
[ ] Transition Report Under 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 small business issuer as specified in its charter)
NEVADA | 98-0506246 |
(State or other jurisdiction of incorporation or | (IRS Employer Identification Number) |
organization) |
|
513 Mariners Way
Collingwood, Ontario
Canada L9Y 5C7
(Address of principal executive offices)
(416) 579-3034
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ x ] No [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:As of August 1, 2008 there were 4,630,000 common shares.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ x ]
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, 2007 included in a Form 10-KSB filed with the U.S. Securities and Exchange Commission (“SEC”) on December 27, 2007. 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, 2008 are not necessarily indicative of the operating results that may be expected for th e full year ending September 30, 2008.
2
DEERFIELD RESOURCES, LTD.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2008
(Unaudited)
3
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Interim Balance Sheet
June 30, 2008
(Unaudited)
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ASSETS |
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Current Assets |
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Cash |
| $ | 34,743 | |
Total Current Assets |
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| 34,743 | |
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TOTAL ASSETS |
| $ | 34,743 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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LIABILITIES |
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Current Liabilities |
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Accounts payable and accrued liabilities |
| $ | 5,175 | |
Total Current Liabilities |
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| 5,175 | |
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TOTAL LIABILITIES |
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| 5,175 | |
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STOCKHOLDERS’ EQUITY (note 3) |
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Preferred stock, par value $0.001, 100,000,000 shares |
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authorized, none issued and outstanding |
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| - | |
Common Stock, par value $0.001, 100,000,000 shares |
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authorized, 4,630,000 shares issued and outstanding |
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| 4,630 | |
Additional paid-in capital |
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| 85,570 | |
Deficit accumulated during the exploration stage |
| (60,632) | ||
Total Stockholders’ Equity |
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| 29,568 | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ |
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EQUITY |
| $ | 34,743 | |
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The accompanying notes are an integral part of these financial statements.
4
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Interim Statements of Operations
(Unaudited)
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| Cumulative |
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| from Inception |
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| (June 21, 2006) |
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| Three Months Ended June 30, |
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| Nine Months Ended June 30, |
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| to June 30, | ||||||
| 2008 |
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| 2007 |
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| 2008 |
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| 2007 |
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| 2008 | |
Income | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - |
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Expenses |
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Mineral property costs |
| - |
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| - |
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| 5,000 |
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| 5,000 |
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| 32,152 |
Professional fees |
| 4,535 |
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| 4,148 |
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| 14,752 |
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| 11,369 |
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| 29,140 |
Office and administrative |
| 38 |
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| 134 |
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| 428 |
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| 452 |
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| 1,254 |
Total Operating Expenses |
| 4,573 |
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| 4,282 |
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| 20,180 |
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| 16,821 |
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| 62,546 |
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Other Income (Expense) |
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Interest income |
| 152 |
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| 600 |
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| 721 |
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| 600 |
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| 1,914 |
Total Other Income (Expense) |
| 152 |
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| 600 |
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| 721 |
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| 600 |
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| 1,914 |
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Net Loss Applicable to Common Shares | $ | (4,421) |
| $ | (3,682) |
| $ | (19,459) |
| $ | (16,221) |
| $ | (60,632) |
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Basic and Diluted Loss per Common Share | $ | (0.001) |
| $ | (0.001) |
| $ | (0.004) |
| $ | (0.005) |
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Weighted Average Number of |
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Common Shares Outstanding |
| 4,630,000 |
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| 4,436,333 |
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| 4,630,000 |
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| 3,475,257 |
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The accompanying notes are an integral part of these financial statements.
5
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Interim Statement of Changes in Stockholders’ Equity
For the Period of Inception (June 21, 2006) to June 30, 2008
(Unaudited)
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| Common Shares |
| Additional Paid-In |
| Deficit Accumulated During the Exploration |
| Total Stockholders’ | ||
| Shares |
| Amount |
| Capital |
| Stage |
| Equity |
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Balance, June 21, 2006 (Inception) | - | $ | - | $ | - | $ | - | $ | - |
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Common shares issued for cash at $0.005 |
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per share, June 27, 2006 | 1,000,000 |
| 1,000 |
| 4,000 |
| - |
| 5,000 |
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Common shares issued for cash at $.01 per |
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share, August 1, 2006 | 2,000,000 |
| 2,000 |
| 18,000 |
| - |
| 20,000 |
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Loss for the period | - |
| - |
| - |
| (972) |
| (972) |
Balance, September 30, 2006 | 3,000,000 |
| 3,000 |
| 22,000 |
| (972) |
| 24,028 |
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Common shares issued for cash at $0.04 per | 1,630,000 |
| 1,630 |
| 63,570 |
| - |
| 65,200 |
share, July 11, 2007 |
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Loss for the year | - |
| - |
| - |
| (40,201) |
| (40,201) |
Balance, September 30, 2007 | 4,630,000 |
| 4,630 |
| 85,570 |
| (41,173) |
| 49,027 |
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Loss for the period | - |
| - |
| - |
| (19,459) |
| (19,459) |
Balance, June 30, 2008(unaudited) | 4,630,000 | $ | 4,630 | $ | 85,570 | $ | (60,632) | $ | 29,568 |
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The accompanying notes are an integral part of these financial statements.
6
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Interim Statements of Cash Flows
(Unaudited)
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| Cumulative from | |
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| Inception | |
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| (June 21, 2006) to | |
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| Nine Months Ended June 30, |
| June 30, | ||||
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| 2008 |
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| 2007 |
| 2008 | |
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Operating Activities |
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Loss for the period | $ | (19,459) |
| $ | (16,221) |
| $ | (60,632) |
Adjustments to reconcile net loss to net cash |
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used in operations |
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Changes in operating assets and liabilities: |
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Decrease in prepaid expenses |
| 300 |
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| 3,283 |
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| - |
Increase (decrease) in accounts payable and |
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accrued liabilities |
| (7,980) |
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| - |
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| 5,175 |
Net cash used in operating activities |
| (27,139) |
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| (12,938) |
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| (55,457) |
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Investing Activities |
| - |
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| - |
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| - |
Net cash used in investing activities |
| - |
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| - |
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| - |
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Financing Activities |
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Issuance of common stock for cash |
| - |
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| 65,200 |
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| 90,200 |
Net cash provided by financing activities |
| - |
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| 65,200 |
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| 90,200 |
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Net Increase (Decrease) in Cash and Cash Equivalents |
| (27,139) |
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| 52,262 |
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| 34,743 |
Cash and Cash Equivalents – Beginning of Period |
| 61,882 |
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| 19,772 |
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| - |
Cash and Cash Equivalents – End of Period | $ | 34,743 |
| $ | 72,034 |
| $ | 34,743 |
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Supplemental Cash Flow Disclosure: |
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Cash paid for interest | $ | - |
| $ | - |
| $ | - |
Cash paid for income taxes | $ | - |
| $ | - |
| $ | - |
The accompanying notes are an integral part of these financial statements.
7
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Notes to Interim Financial Statements
June 30, 2008
(Unaudited)
1.
Organization
Deerfield Resources, Ltd. (the “Company”) was incorporated on June 21, 2006 in the State of Nevada, U.S.A. It is based in Collingwood, Ontario, Canada. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is September 30.
The Company is an exploration stage company that engages primarily in the acquisition, exploration, and development of resource properties. The Company has the right to conduct exploration work on six mineral mining claims in White Bay, Newfoundland, Canada and has not yet determined whether these properties contain reserves that are economically recoverable. To date, the Company’s activities have been limited to its formation, the raising of equity capital, and some exploration work.
Exploration Stage Company
The Company is considered to be in the exploration stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” and interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7. The Company is devoting substantially all of its efforts to development of business plans and the acquisition of mineral properties.
2.
Significant Accounting Policies
Use of Estimates
The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect the financial statements and future operations of the Company.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $34,743 in cash and cash equivalents at June 30, 2008.
8
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Notes to Interim Financial Statements
June 30, 2008
(Unaudited)
2.
Significant Accounting Policies–Continued
Mineral Acquisition and Exploration Costs
The Company has been in the exploration stage since its formation on June 21, 2006 and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.
Start-Up Costs
In accordance with 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:
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| Three Months Ended June 30, |
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| Nine Months Ended June 30, | ||||||
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| 2008 |
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| 2007 |
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| 2008 |
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| 2007 |
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Net loss |
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| $ | (4,421) |
| $ | (3,682) |
| $ | (19,459) |
| $ | (16,221) | |
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Weighted average common shares |
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outstanding (Basic) |
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| 4,630,000 |
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| 4,436,333 |
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| 4,630,000 |
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| 3,475,257 | ||
| Options |
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| - |
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| - |
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| - |
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| - |
| Warrants |
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| - |
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| - |
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| - |
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| - |
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Weighted average common shares |
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outstanding (Diluted) |
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| 4,630,000 |
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| 4,436,333 |
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| 4,630,000 |
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| 3,475,257 | ||
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Net loss per share (Basic and Diluted) | $ | (0.001) |
| $ | (0.001) |
| $ | (0.004) |
| $ | (0.005) | |||
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
9
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Notes to Interim Financial Statements
June 30, 2008
(Unaudited)
2.
Significant Accounting Policies-Continued
Foreign Currency Translations
The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized. No significant realized exchange gain or losses were recorded from inception (June 21, 2006) to June 30, 2008.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Recent Accounting Pronouncements
In May 2008, FASB issued Financial Accounting Standards 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.
10
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Notes to Interim Financial Statements
June 30, 2008
(Unaudited)
2.
Significant Accounting Policies - Continued
Recent Accounting Pronouncements - Continued
In May 2008, FASB issued Financial Accounting Standards 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.
In March 2008, FASB issued Financial Accounting Standards 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 pe riods beginning after November 15, 2008.
In December 2007, FASB issued Financial Accounting Standards 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, FASB issued a revision to Financial Accounting Standards No. 141 (revised 2007),“Business Combinations.” 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.
In February 2007, FASB issued Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.” This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.
11
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Notes to Interim Financial Statements
June 30, 2008
(Unaudited)
2.
Significant Accounting Policies - Continued
Recent Accounting Pronouncements - Continued
In September 2006, FASB issued Financial Accounting Standards No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. SFAS 157 is effective in the first fiscal year that begins after November 15, 2007.
None of the above new pronouncements has current application to the Company, but will be implemented in the Company’s future financial reporting when applicable.
3.
Stockholders’ Equity
Authorized Stock
The Company has authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Share Issuances
Since inception (June 21, 2006), the Company has issued 1,000,000 common shares at $0.005 per share, 2,000,000 common shares at $0.01 per share, and 1,630,000 common shares at $0.04 per share, resulting in total proceeds of $90,200 and 4,630,000 common shares issued and outstanding at June 30, 2008. Of these shares, 3,000,000 were issued to directors and officers of the Company and 1,630,000 were issued 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, 2008 of $60,632 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $21,00 0 were offset by a valuation allowance, which increased by approximately $6,800 and $5,700 during the nine months ended June 30, 2008 and 2007, respectively.
12
Deerfield Resources, Ltd.
(An Exploration Stage Company)
Notes to Interim Financial Statements
June 30, 2008
(Unaudited)
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 October 2007)
5,000
On or before October 10, 2008
10,000
On or before October 10, 2009
10,000
On or before October 10, 2010
10,000
TOTAL
$
40,000
In addition to the Property payments, the Company is required to incur $50,000 of exploration work on the Property over four years and to pay a 3% royalty on all mineral commodities sold from the property. This royalty shall be reduced to 1.5% upon payment to the vendor of $1,000,000 USD at any time. The vendor has recommended a work program of 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, 2008, 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 June 30, 2008, the Company met these obligations.
6.
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, 2008, the Company has working capital of $29,568 and an accumulated deficit of $60,632. 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
We have generated no revenues since inception, other than interest income, and have incurred $62,546 in expenses through June 30, 2008.
The following table provides selected financial data about our company for the nine months ended June 30, 2008.
Balance Sheet Data:
06/30/08
Cash
$ 34,743
Total assets
$ 34,743
Total liabilities
$ 5,175
Stockholders' equity
$ 29,568
Cash provided by financing activities since inception totals $90,200, which includes $25,000 from the sale of common stock to 2 of our directors during the period ended September 30, 2006, and $65,200 from our initial public offering to independent investors during the year ended September 30, 2007.
Plan of Operation
Statements contained herein which are not historical facts are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.
Our auditors have issued a going concern opinion on our September 30, 2007 audited financial statements. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues from the sale of minerals and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from other sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. We raised $65,200 from our public offering. Under this offering we sold 1,630,000 shares at $0.04 per share to independent stockholders. These shares, together with 3,000,000 shares sold to two directors, brings the total number of shares issued to 4,630,000 shares.
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We have used much of the above-mentioned funds to explore and maintain our resource property located on the O’Sullivan property in White Bay, Newfoundland, Canada. We do not intend to acquire or dispose of any plant or significant equipment during the next twelve months.
Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the property contains reserves. We have retained Kevin Keats, President of ASK Prospecting & Guiding Inc., to supervise the exploration work on the property.
Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we may cease operations.
The initial offering produced sufficient funds to pay for the 2007 exploration program and administration costs for the next 12 months. However, if the Company requires additional funds, we will try to raise additional funds from a second public offering, a private placement or loans.
The Company retained Kevin Keats, President of ASK Prospecting & Guiding Inc., Gambo, Newfoundland, Canada, to do a work program based upon his recommendations in his report for the O’Sullivan property claims in White Bay, Newfoundland, Canada. Mr. Keats recommended a program of detailed geological mapping and trenching. The estimated cost of the program was $15,000 USD and a total of approximately $22,150 was paid in August and October 2007. The program started August 20, 2007, and completed September 5, 2007, and the samples were assayed by Accurrassay Laboratories, Thunder Bay, Ontario.
Our Exploration Program
The trenching program started August 20, 2007, and was terminated on September 5, 2007, after which reclamation of the trenches was initiated. No economically feasible quantities of mineralized material were found during our exploration program.
Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.
We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation, and the engineers will advise us on the economic feasibility of removing the mineralized material.
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Limited Operating History - Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenue from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing stockholders.
Liquidity and Capital Resources
To meet our operational needs we raised $65,200 from our public offering. We cannot guarantee that we have raised enough money through the public offering to stay in business. The money we have raised will be applied to the items set forth in the Use of Proceeds section of our Prospectus filed previously with the SEC and as explained throughout this 10-QSB. There is a possibility that we will run out of money before we find mineralized material. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering, or through debt financing. We will not be able to remove mineralized material without raising additional funds.
We have discussed this matter with our officers and directors, and Mr. McDonald has agreed to advance funds as needed, and has agreed to pay any additional cost of reclamation of the property should mineralized material not be found thereon. However, there is no written agreement with Mr. McDonald to this effect. The agreement is entirely oral. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. The funds raised in our public offering may allow the Company to operate for up to one year. Other than as described in this paragraph, we have no other financing plans.
We acquired a lease that grants us the right to enter on a property which contains 6 mining claims with our employees, representatives and agents, and to prospect, explore, test, develop, work, and mine the property. The property is staked and we began the exploration work program August 20, 2007 and finished September 5, 2007.
Since inception of the Company on June 21, 2006 to June 30, 2008, the Company has issued 4,630,000 common shares at $0.005, $0.01, and $0.04 per share for total proceeds of $90,200.
As of June 30, 2008, our total assets were $34,743 and our total liabilities were $5,175.
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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 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
Changes in Internal Controls
There were no significant changes in the Company’s internal controls, or other factors, that could significantly affect the Company’s controls subsequent to the date of the evaluations performed by the executive officers of the Company. No deficiencies or material weaknesses were found that would require corrective action.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Deerfield Resources, Ltd. is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against Deerfield Resources, Ltd. has been threatened.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly statement filing.
Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-139660, at the SEC website atwww.sec.gov:
Exhibit
Number
Description
3.1
Articles of Incorporation*
3.2
Bylaws*
Rule 13a-14(a)/15d-14a(a) Certifications
*Previously filed
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 9, 2008
Deerfield Resources, Ltd., Registrant
By:
/s/ Paul McDonald
______________________________
Paul McDonald, Director, President,
Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer, and
Principal Accounting Officer
