UNITED STATES

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 ~~September~~March 3031, ~~2011~~2012

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

For the transition period from ___________ to ______________

DERBY RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Nevada		000-51094	13-4067620
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification Number)
	P.O. Box 110310, Naples, Florida 34108-0106
	(Address of principal executive offices)
Registrant’s telephone number, including area code: (239) 598-2300

Indicate by check mark 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 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. [X] Yes [ ] No

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). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

As of ~~September~~May 3014, ~~2011~~2012, the Company had 2,342,600 shares issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of Derby Resources, Inc. (the "Company"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended December 31, ~~2010~~2011.

DERBY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheet	3
Statement of Operations	4
Statement of Stockholders’ Deficit	5-6
Statement of Cash Flows	5
Statement of Cash Flows	7
Notes to Unaudited Financial Statements	6-7
Notes to Unaudited Financial Statements	8-9

Derby Resources, Inc.
(A Development Stage Company)
BALANCE SHEET
September 30, 2011 and December 31, 2010
March 31, 2012 and December 31, 2011
	Unaudited	Audited
	9/30/2011	12/31/10
	3/31/2012	12/31/11
ASSETS
CURRENT ASSETS
Cash	$ -	$ -
TOTAL ASSETS	-	-
Prepaid Expenses	500	1,000
TOTAL ASSETS	500	1,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued Liabilities	25,~~370~~669	34,~~000~~300
Payable to Stockholder	6065,~~703~~114	5665,~~880~~114
TOTAL CURRENT LIABILITIES	6370,~~073~~783	5969,~~880~~414
STOCKHOLDERS' DEFICIT
Preferred Stock: Par value $.01; 5,000,000
shares authorized; no shares issued
and outstanding	-	-
Common Stock: Par value $.001; 50,000,000 shares
authorized; 2,342,600 shares issued and outstanding	2,343	2,343
Additional paid in capital	2,760	2,760
Deficit accumulated during the development stage	(6875,~~176~~386)	(6473,~~983~~517)
TOTAL STOCKHOLDERS' DEFICIT	(6370,~~073~~283)	(5968,~~880~~414)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ -500	$ -1,000
The accompanying notes are an integral part of these financial statements.

Derby Resources, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period June 4, 1999 (inception) through September 30, 2011
For the Period June 4, 1999 (inception) through March 31, 2012
					~~Cumulative~~	Cumulative
					~~Amount from~~	Amount from
					~~June 4, 1999~~	June 4, 1999
	~~For the Three Months Ended~~		~~For the Nine Months Ended~~	For the Three Months Ended	~~through~~	through
	9/30/11	09/30/10	9/30/11	09/30/10	9/30/11
				3/31/12	03/31/11	3/31/12
REVENUES
Sales	~~$ -~~	~~$ -~~	~~$ -~~	$ -	$ -	$ -
Cost of Sales	-	-	-	-	-	-
Gross Profit	-	-	-	-	-
OPERATING EXPENSES
Administrative and General	~~1,070~~	~~1,185~~	~~3,193~~	31,~~470~~869	681,~~230~~255	75,440
TOTAL OPERATING EXPENSES	~~1,070~~	~~1,185~~	~~3,193~~	31,~~470~~869	681,~~230~~255	75,440
LOSS FROM OPERATIONS	~~(1,070)~~	~~(1,185)~~	~~(3,193)~~	(31,~~470~~869)	(681,~~230~~255)	(75,440)
OTHER INCOME
Interest Income	-	-	-	-	54-	54
TOTAL OTHER INCOME	-	-	-	-	54-	54
NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES	~~(1,070)~~	~~(1,185)~~	~~(3,193)~~	(31,~~470~~869)	(681,~~176~~255)	(75,386)
PROVISION FOR INCOME TAXES	-	-	-	-	-	-
NET INCOME (LOSS)	~~$ (1,070)~~	~~$ (1,185)~~	~~$ (3,193)~~	$ (31,~~470~~869)	$ (681,~~176~~255)	$ (75,386)
BASIC AND DILUTED NET LOSS PER SHARE	**	**	**	**	**
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	~~2,342,600~~	~~2,342,600~~	~~2,342,600~~	2,342,600	2,342,600
** Less than $.01
The accompanying notes are an integral part of these financial statements.

Derby Resources, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
STATEMENT OF CASH FLOWS
For the Period June 4, 1999 (inception) through September 30, 2011
For the Period June 4, 1999 (inception) through March 31, 2012
	Common Stock		Additional	Retained
							Cumulative
Par Value of $0.001			Paid-in	Earnings
							Amount from
	Shares	Amount	Capital	(Deficit)	Total
							June 4, 1999
Balance at June 4, 1999 (date of inception)	-	$ -	$ -	$ -	$ -
					For the Three Months Ended		through
Common stock issued for cash	689,700	690	2,760	-	3,450
					3/31/12	03/31/11	3/31/12
Net loss for the period	-	-	-	(2,745)	(2,745)
CASH FLOWS FROM OPERATING ACTIVITIES
Balance December 31, 1999	689,700	690	2,760	(2,745)	705
Net Income (Loss)					$ (1,869)	$ (1,255)	$ (75,386)
Common stock issued for cash	-	-	-	-	-
Adjustments to reconcile net loss to net
Net loss for the year	-	-	-	(2,052)	(2,052)
cash used in operations:
Balance December 31, 2000	689,700	690	2,760	(4,797)	(1,347)
Common stock issued for services
Common stock issued for cash	360,000	360	-	-	360
Changes in operating liabilities and assets
Net loss for the year	-	-	-	(2,061)	(2,061)
Prepaid expenses					500	-	(500)
Balance December 31, 2001	1,049,700	1,050	2,760	(6,858)	(3,048)
Accrued liabilities					1,369	(2,500)	5,669
Common stock issued for cash	-	-	-	-	-
NET CASH USED IN OPERATING ACTIVITIES					-	(3,755)	(70,217)
Net loss for the year	-	-	-	(215)	(215)
CASH FLOWS FROM FINANCING ACTIVITIES
Balance December 31, 2002	1,049,700	1,050	2,760	(7,073)	(3,263)
Increase payable to stockholder					-	3,755	65,114
Net loss for the year	-	-	-	-	-
Issuance of common stock for debt					-	-	1,293
Balance December 31, 2003	1,049,700	1,050	2,760	(7,073)	(3,263)
Issuance of common stock for cash					-	-	3,810
Common stock issued for debt	1,292,900	1,293	-	-	1,293
NET CASH PROVIDED BY FINANCING ACTIVITIES					-	3,755	70,217
Net loss for the year	-	-	-	(6,500)	(6,500)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					-	-	-
Balance December 31, 2004	2,342,600	2,343	2,760	(13,573)	(8,470)
CASH AND CASH EQUIVALENTS
Net loss for the year	-	-	-	(18,847)	(18,847)
Beginning of Period					-	-	-
Balance December 31, 2005	2,342,600	2,343	2,760	(32,420)	(27,317)
End of Period					$ -	$ -	$ -
Net loss for the year	-	-	-	(4,931)	(4,931)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Balance December 31, 2006	2,342,600	2,343	2,760	(37,351)	(32,248)
Cash paid for interest					$ -	$ -	$ -
Net loss for the year	-	-	-	(4,210)	(4,210)
Cash paid for income taxes					$ -	$ -	$ -
Balance December 31, 2007	2,342,600	2,343	2,760	(41,561)	(36,458)
The accompanying notes are an integral part of these financial statements.

Net loss for the year	-	-	-	(2,021)	(2,021)
Balance December 31, 2008	2,342,600	2,343	2,760	(43,582)	(38,479)
Net loss for the year	-	-	-	(13,498)	(13,498)
Balance December 31, 2009	2,342,600	2,343	2,760	(57,080)	(51,977)
Net loss for the year	-	-	-	(7,903)	(7,903)
Balance December 31, 2010	2,342,600	2,343	2,760	(64,983)	(59,880)
Net loss for the period	-	-	-	(3,193)	(3,193)
Balance September 30, 2011	2,342,600	2,343	2,760	(68,176)	(55,170)
The accompanying notes are an integral part of these financial statements.

Derby Resources, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period June 4, 1999 (inception) through September 30, 2011
			Cumulative
			Amount from
			June 4, 1999
	For the Nine Months Ended		through
	9/30/11	09/30/10	9/30/11
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ (3,193)	$ (3,470)	$ (68,176)
Adjustments to reconcile net loss to net
cash used in operations:
Common stock issued for services
Changes in operating liabilities and assets
Accrued liabilities	(630)	(2,500)	2,370
NET CASH USED IN OPERATING ACTIVITIES	(3,823)	(5,970)	(65,806)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase payable to stockholder	3,823	5,970	60,703
Issuance of common stock for debt	-	-	1,293
Issuance of common stock for cash	-	-	3,810
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,823	5,970	65,806
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	-	-	-
CASH AND CASH EQUIVALENTS
Beginning of Period	-	-	-
End of Period	$ -	$ -	$ -
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$ -	$ -	$ -
Cash paid for income taxes	$ -	$ -	$ -
The accompanying notes are an integral part of these financial statements.

DERBY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

From Inception (June 4, 1999) through ~~September~~March 3031, ~~2011~~2012

NOTE 1 ORGANIZATION

Derby Resources, Inc. (the "Company") is currently a development stage company under the provisions of Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”, ~~which was previously Financial Accounting Standards Board ("FASB") Statement No. 7,~~ and was incorporated under the laws of the State of Nevada on June 4, 1999. The Company has a December 31 year-end.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in FASB ASC 915 “Development Stage Entities”. Among the disclosures required by FASB ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity/(deficit) and cash flows disclose activity since the date of the Company's inception.

The accompanying unaudited interim financial statements have been prepared in accordance with Form 10-Q instructions and, in the opinion of management, include all normal adjustments considered necessary to present fairly the financial position as of ~~September~~March 3031, ~~2011~~2012 and the results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and the period from inception (June 4, 1999) through ~~September~~March 3031, ~~2011~~2012. The results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Company's financial statements and notes for the year ended December 31, ~~2010~~2011, as filed on Form 10-K.

Certain information and footnote disclosures normally included in the financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the financial statements and notes thereto contained in the Company's ~~2010~~2011 Annual Report on Form 10-K. Our results for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 may not be indicative of our results for the twelve months ended December 31, ~~2011~~2012.

Recently Issued Accounting Pronouncements

The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

~~NOTE 3 GOING CONCERN~~6

DERBY RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

From Inception (June 4, 1999) through ~~September~~March 3031, ~~2011~~2012

~~producing~~NOTE ~~contracts~~3 orGOING financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4 RELATED PARTY TRANSACTIONS

A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Total amount of expenses paid during the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 was $~~3,823~~0. The balance payable to the shareholder at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011 were $6065,~~703~~114 and $5665,~~880~~114, respectively.

The Company does not lease or rent any property. Office space and services are provided without charge by an officer/shareholder. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 5 SUBSEQUENT EVENTS

We evaluated subsequent events through the date and time our financial statements were available to the public.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview and Recent Developments

Derby Resources, Inc. was incorporated under the laws of the State of Nevada on June 4, 1999. The Company is currently a "shell" company with no or nominal operations and no or nominal assets. The Company’s current business plan is to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which the Company would acquire a target company with an operating business, with the intent of continuing the acquired company's business as a publicly held entity. The Company has limited capital with which to provide the owners of the target company with any significant cash or other assets and, as such, the Company will only be able to offer owners of a target company the opportunity to acquire a controlling ownership interest in the Company.

For the fiscal year ending December 31, ~~2011~~2012, and the subsequent twelve (12) months, the Company expects to continue efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.

During the next twelve (12) months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934 as amended. This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal

108

year. Furthermore, once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.

No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. The majority shareholders are under no obligation to pay such expenses. If the Company is unable to raise additional funds, it will not be able to pursue its business plan. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2011~~2012, the Company remained in the development stage. As of ~~September~~March 3031, ~~2011~~2012, the Company’s balance sheet reflected total assets of $nil and total current liabilities of $6370,~~073~~783. The Company has cash on hand of $nil and a deficit accumulated in the development stage of $6875,~~176~~386.

The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through the sale of securities. As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction. The majority shareholders are under no obligation to pay such expenses.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar

119

functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the Company’s fiscal quarter ended ~~September~~March 3031, ~~2011~~2012 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A.

RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

~~(REMOVED~~MINE SAFETY AND ~~RESERVED)~~DISCLOSURES.

Not Applicable.

ITEM 5.

OTHER INFORMATION.

1210

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

INS XBRL Instance Document

101

SCH XBRL Schema Document.

101

CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101

LAB XBRL Taxonomy Extension Label Linkbase Document.

101

PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101

DEF XBRL Taxonomy Extension Definition Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DERBY RESOURCES, INC.

By: /S/ Frank Pioppi

Frank Pioppi, Chief Executive Officer, Chief Financial Officer

Date: ~~October~~May 2615, ~~2011~~2012

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