UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 FIRST AMENDMENT
                                   FORM 10-QSB

(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

For the quarterly period ended June 30, 2005
                               -------------

( )   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

For the transition period from __________________ to ______________

Commission File Number 0-12214

                          DALECO RESOURCES CORPORATION
              ----------------------------------------------------
              Name of small business issue as specified in Charter

Nevada                                      23-2860734
------                                      ----------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)
120 North Church Street

West Chester, Pennsylvania 19380                     (610) 429-1258
----------------------------------------             --------------
(Address of Principal Executive Offices)             (Issuer's telephone number)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after distribution under a
plan confirmed by court.
                                                                  Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date.

Number of shares outstanding of the issuer's common stock as of June 30, 2005:
29,943,043
Number of shares outstanding of the issuer's Series A preferred stock as of June
30, 2005: 8,000
Number of shares outstanding of the issuer's Series B preferred stock as of June
30, 2005: 185,000


<PAGE>

                                      INDEX

                                                                            PAGE
PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS (Unaudited)..................................... 3
         Consolidated Balance Sheet........................................... 3
         Consolidated Statements Of Loss...................................... 5
         Consolidated Statement Of Shareholders' Equity ...................... 6
         Consolidated Statements Of Cash Flow................................. 7
         Notes to Consolidated Financial Statements........................... 8

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS..................................30

ITEM 3   CONTROLS AND PROCEDURES..............................................32

PART II  OTHER INFORMATION....................................................34

ITEM 2   CHANGE IN SECURITIES.................................................34

ITEM 3   HELLER DEBT..........................................................35

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................38

ITEM 5   OTHER INFORMATION....................................................38

ITEM 6   Exhibits and Reports on Form 8-K.....................................38

SIGNATURES....................................................................39


                                      -2-
<PAGE>


DALECO RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2005
PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

                                                                   June 30, 2005
ASSETS
Current Assets
         Cash Accounts                                             $    430,549
         C/Ds                                                           133,120
         Account receivables                                            599,566
         Prepaid Mineral Royalties S/T                                        0
         Other Current Assets                                                 0
                                                                   ------------
                               Total Current Assets                $  1,163,235
                                                                   ------------
Other Assets
         Prepaid Mineral Royalties L/T                             $    624,567
         Goodwill                                                       813,357
         Accumulated Amortization Goodwill                             (813,357)
                               Net Goodwill                                   0
         Debt Placement Costs                                           928,661
         Accumulated Amortization                                      (732,963)
         Net Debt Placement Costs                                       195,698
         Equity Placement Costs                                           1,800
         Accumulated Amortization Equity Costs                             (675)
         Net Equity Placement                                             1,125
         Other Assets                                                   171,836
                                                                   ------------

                               Total Other Assets                  $    993,225
                                                                   ------------
Fixed Assets
         Oil and Gas Properties (note 3)                           $ 12,607,950
         Accumulated DD&A                                            (8,357,950)
                  Net Oil and Gas Property                            4,250,000
         Mineral Properties (note 5)                                 12,609,100
         Accumulated DD&A                                              (350,000)
                  Net Mineral Property                               12,259,100
         Timber Properties (note 4)                                   1,028,342
         Accumulated DD&A                                            (1,028,342)
                  Net Timber Property                                         0
         Technology/Patent Rights (note 6)                            7,767,000
         Accumulated DD&A                                            (3,917,945)
                  Net Tech./Patent Rights                             3,849,055
         Property, Equipment, Furniture & Fixtures                      514,749
         Accum. Depr (P, E, F &  F)                                    (513,870)
                  Net (P, E, F & F)                                         879
                               Total Fixed Assets                  $ 20,359,034
                                                                   ============
                               Total Assets                        $ 22,515,494
                                                                   ============


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      -3-
<PAGE>

DALECO RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2005
PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

                                                                   June 30, 2005
LIABILITIES
Current Liabilities
         Trade A/P                                                 $  1,295,667
         Notes Payable (note 7)                                         192,543
         Note Due related Pty (note 8)                                  540,810
         HFI Financing (note 10a)                                             0
         Loans--1st Regional (note 10b)                                 100,000
         CAMI Notes                                                     514,881
         Sonata and Standard Energy  Financing (notes 7b and 10a)       218,333
         Accrued Interest Expense (notes 10a and 10b)                   530,045
         Accrued Dividend Expense (noteand 16)                        1,821,000
         Accrued Expense Reimbursements                                 120,059
         Accrued Salary Expense                                         882,583
                 Mandatory Redeemable Preferred Stock                   400,000
                                                                   ------------
                               Total Current Liabilities           $  6,615,921
                                                                   ------------
Long Term Liabilities
                Long Term Debt                                          132,369
                 Mandatory Redeemable Preferred Stock
                               Total Liabilities                   $  6,748,290
                                                                   ------------
EQUITY
         Beginning Retained Earnings                               $(23,772,740)
         Current Period Income/(loss)                                  (465,179)
         Dividends Paid (Cash & Stock)                                        0
         Add. Paid in Capital                                        39,703,842
         Preferred Stock (note 11)                                        1,850
         Common Stock (note 11)                                         299,430

                                    Total Equity                   $ 15,767,204
                                                                   ------------
                               Total Liabilities and Equity        $ 22,515,494
                                                                   ============


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      -4-
<PAGE>

DALECO RESOURCES CORPORATION
CONSOLIDATED STATEMENT OF LOSS FOR THE QUARTERS ENDED AND THE NINE MONTHS
ENDED JUNE 30, 2005 AND 2004 -- PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                            3 Months Ended                    9 Months Ended
                                                      6/30/2004        6/30/2005        6/30/2004        6/30/2005
                                                     ------------     ------------     ------------     ------------
Revenue
<S>                                                  <C>              <C>              <C>              <C>
     O&G Sales                                       $    328,271     $    338,090     $    958,036     $  1,027,182
     NPI Receipts                                               0                0                0                0
     Royalty Receipts                                       8,924           11,728           25,913           32,521
     Timber Sales                                               0                0                0                0
     Mineral Sales                                            271           10,653           25,670           31,890
     Well Management                                       41,506           41,506           99,517          124,518
         Total revenue                               $    378,972     $    401,977     $  1,109,136     $  1,216,111
                                                     ------------     ------------     ------------     ------------

Expenses
     LOE - Oil and Gas                               $    101,565     $    166,625     $    575,516     $    481,459
     LOE--Timber                                              950                0            6,950                0
     LOE--Minerals                                          8,209            9,262           79,084           28,712
     NPI Exp                                                    0                0                0                0
     Prod Tax                                              27,695           28,332           73,804           78,970
     DD&A (Fixed Assets)                                  360,066          347,209        1,064,523        1,079,484
     Third Party Distributions                              8,582           17,588           24,726
                                                                                                              27,897
     General and Administrative Expenses                  178,384          161,564          516,927          524,259
     Legal and Professional Fees                           41,575           69,714          181,383          221,968
     Shareholder Information                                4,321            6,069           31,220
                                                                                                              23,841
     Amortization of Debt Costs                            23,754           26,998           47,508           79,826
     Amortization of Equity                                     0              225                0
                                                                                                                 675
         Total Expenses                              $    755,101     $    833,586     $  2,601,641     $  2,544,091
                                                     ------------     ------------     ------------     ------------

Other income (expenses)
     Interest Income                                 $          0     $          0     $          0     $          7
     Interest Expense                                     (37,544)         (33,570)        (222,997)        (240,848)
     Other Income                                               0                0        5,823,250           24,800
         Total other income (loss), net              $    (37,544)    $    (33,570)    $  5,600,253     $   (216,041)
                                                     ------------     ------------     ------------     ------------

Loss before provision for income taxes               $   (413,673)    $   (465,179)    $  4,107,748     $ (1,544,021)
Provision for income taxes                                      0                0                0                0
                                                     ------------     ------------     ------------     ------------
Net Loss (Note 10)                                   $   (413,673)    $   (465,179)    $  4,107,748     $  1,544,021)
                                                     ============     ============     ============     ============

Less: Dividends on Class A and B preferred shares               0                0         (691,188)         (83,907)

Net loss attributable to common shareholders         $   (413,673)    $   (465,179)    $  3,416,560     $ (1,627,928)
                                                     ============     ============     ============     ============

Basic and Fully Diluted Net Loss per Common Share    ($      0.01)    ($      0.02)      $0.12/0.09     ($      0.05)
Weighted average number of shares of
         common shares outstanding
         Basic                                         28,337,402       29,514,472       28,337,402       28,877,197
         Diluted                                       39,356,981       38,484,051       28,337,402       35,796,776
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      -5-
<PAGE>

DALECO RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE THREE MONTHS
ENDED JUNE 30, 2005 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================
                                                                   June 30, 2005
Common Stock Outstanding
     Shares                                                          28,693,043
                Beginning of Period
                Issued                                                1,250,000
                Cancelled                                                     0
                                                                   ------------
                End of Period                                        29,943,043
                                                                   ------------
     Value at Par ($.01/Share)                                     $    299,430

Preferred Stock Outstanding
     Shares Class "A"
                Beginning of Period                                           0
                Present as Debt                                               0
                End of Period                                                 0
Value at Par ($.01/Share)                                          $          0

     Shares Class "B"
                Beginning of Period                                     185,000
                Issued                                                        0
                Converted to Common                                           0
                Cancelled                                                     0
                End of Period                                           185,000
     Value at Par ($.01/Share)                                     $      1,850
     Preferred Value at Par ($.01/Share)                           $      1,850

Additional Paid in Capital
                Beginning of Period                                $ 39,416,342
                Equity Issuance                                         287,500
                                                                   ------------
                Equity Issuance - Acq                                         0
                Excess Preferred Redemp. Amt                                  0
                End of Period                                        39,703,842

Accumulated Retained
Earnings/(Deficit)
                Beginning of Period                                $(23,772,740)
                Income/Loss for Year                                   (465,179)
                Dividends (paid, Cash or Stock)                               0
                End of Period                                      $(24,237,919)

Equity
                Beginning of Period                                $ 15,932,383
                End of Period                                      $ 15,767,204
                Change in Equity for Period                        $   (165,179)


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      -6-
<PAGE>


DALECO RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE QUARTERS ENDED AND NINE MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
===============================================================================

<TABLE>
<CAPTION>

                                                                 3 Months Ended                 9 Months Ended
                                                                 --------------                 --------------
                                                               2005           2004           2005          2004
                                                               ----           ----           ----          ----
OPERATING ACTIVITIES
<S>        <C>                                             <C>            <C>            <C>            <C>
Net Income/( loss) for the period                          $  (465,179)   $  (413,670)   $(1,544,021)   $ 4,107,748
                                                           -----------    -----------    -----------    -----------
Items not affecting working capital
     Change in DD & A for period                           $   347,209    $   360,066    $ 1,079,484    $ 1,065,523
     Debt Amortization                                          27,223         23,754         77,501         47,508
     Gain on Debt Forgiveness                                        0              0              0     (5,787,687)
                  Sub Total                                $   374,432    $   383,819    $ 1,156,985    $(4,675,657)
                                                           -----------    -----------    -----------    -----------
Items affecting Working Capital:
     (Increase) Decrease in other assets                   $   (45,431)   $         0    $  (227,867)   $  (261,293)
     (increase)/Decrease in Pre-paid Royalties                       0              0        (30,000)       (30,000)
     (Increase) Decrease in accounts receivable                 (5,175)        18,209        (20,969)       (69,953)
     Increase (Decrease) in payables                           274,051         44,461        357,058         38,864
     Increase.(Decrease) in other Accrued Expenses              75,921         88,027        252,382        235,909
     Gain/(loss) on Sale of Properties                               0              0              0         34,700
                  Sub Total                                $   299,366    $   150,697    $   330,604    $   (51,773)
                                                           -----------    -----------    -----------    -----------

CASH USED FOR OPERATING ACTIVITIES                         $   208,619    $   120,846    $   (56,432)   $  (619,682)
                                                           -----------    -----------    -----------    -----------

INVESTING ACTIVITIES
     Sale of fixed assets                                  $         0    $         0    $   542,621    $         0
                                                           -----------    -----------    -----------    -----------
CASH PROVIDED FROM INVESTING ACTIVITIES                    $         0    $         0    $         0    $         0
                                                           -----------    -----------    -----------    -----------

FINANCING ACTIVITIES
     Increase (decrease) Notes due Related Parties         $  (240,800)   $     8,900    $  (210,500)   $    17,900
     Increase (decrease) Other Notes due & L/T Debt             (9,208)       (65,762)      (112,259)       542,334
     Increase (decrease) Accrued Interest                      (15,836)        22,898        170,107     (1,434,291)
     Increase (decrease) Accrued Dividends                           0        (67,361)      (198,241)     1,017,547
     Dividends Paid                                                  0              0       (370,785)             0
     Proceeds of Equity Issuance                               300,000              0        400,150        287,029
     Proceeds of L/ T Debt -                                         0              0              0         40,000
CASH PROVIDED FROM/(USED FOR) FINANCING ACTIVITIES         $    34,156    $  (101,326)   $  (321,528)   $   470,518
                                                           -----------    -----------    -----------    -----------

NET INCREASE/(DECREASE) IN CASH FOR PERIOD                 $   242,775    $    19,520    $   164,661    $  (149,164)
                                                           ===========    ===========    ===========    ===========

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD            $   320,894    $   396,304    $   399,008    $   564,988
CASH AND CASH EQUIVALENTS - END OF PERIOD                  $   563,669    $   415,824    $   563,669    $   415,824
                                                           -----------    -----------    -----------    -----------
CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD         $   242,775    $    19,520    $   164,661    $  (149,164)
                                                           ===========    ===========    ===========    ===========

SUPPLEMENTARY DISCLOSURE OF NON-CASH TRANSACTIONS
         Issuance of common stock for services performed   $    50,000    $         0    $   150,150    $   253,367
         Payment of dividends in-kind                      $         0    $         0    $   370,785    $         0
         Conversion of debt to equity                      $   250,000    $         0    $   250,000    $   550,788

</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      -7-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

1.    CONTINUED OPERATIONS

      The Company's audited financial statements for its fiscal year ended
September 30, 2004, were audited by the accounting firm of Vasquez & Company LLP
and filed with the Securities and Exchange Commission on January 18, 2005.
Vasquez & Company was retained by the Company to replace its prior auditor, Jay
J. Shapiro, who resigned as the Company's auditor on September 9, 2004. (See the
Company's Form 8-K dated September 14, 2004, Form 8-K dated December 2, 2004 and
Form 8-K dated December 3, 2004). The Audited Numbers referenced herein are
taken from the Company's Audited Financial Statements as filed on January 18,
2005 as amended by the Company's filing on February 3, 2005.

      The financial statements have been prepared on the basis of a going
concern, which contemplates that the Company will be able to realize assets and
discharge liabilities in the normal course of business. Accordingly, they do not
give effect to adjustments that would be necessary should the Company be
required to liquidate its assets. For the quarter ended June 30, 2005, the
Company reported a loss of $_465,179. The ability of the Company to meet its
total liabilities of $6,748,290, and to continue as a going concern is dependent
upon the availability of future funding, achieving profitable timber operations
and successful development of its mineral assets. On July 24, 2002 ("Closing
Date"), the Company entered into a $10,000,000 Equity Line of Credit Agreement
with Cornell Capital Partners, L.P. ("CCP"). As part of the transaction, the
Company issued to CCP a two year convertible debenture in a face amount of
$300,000. The debenture is convertible into common stock at a price equal to the
lesser of 120% of the final bid price on the Closing Date or 80% of the average
lowest three closing bid prices as reported by Bloomberg of the Company's common
stock for the five trading days immediately preceding the date of the
conversion. The equity line provides for the Company to draw down $75,000 per
week over a three year period. In accordance with the provisions of the Equity
Line of Credit, the Company filed a registration statement on Form SB-2 with the
Securities and Exchange Commission, which became effective on November 7, 2002.
Commencing in November 2002 and concluding in January 2003, CCP converted the
entire Debenture in 5,027,881 shares of common stock at an average price per
share of $0.117 when including all other fees and costs associated with the
issuance of the debentures and $0.06 if just the conversion price without
including other fees and costs. The Equity Line of Credit expires in accordance
with its terms on November 6, 2005.

      The Company will continue to seek and evaluate "project specific" funding
commitments and other capital funding alternatives if and as they become
available.

      As of June 30, 2005, the Company was in default of certain debt
obligations (See Notes 7, 8 and 14 below). The holders of these instruments are
working with the Company to achieve satisfaction of the obligations.


                                      -8-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

2.    Summary of Significant Accounting Policies

      a.    Basis of presentation

      The accompanying unaudited consolidated financial statements of Daleco
Resources and Subsidiaries have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. They do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair presentation, have been included in the accompanying
un-audited financial statements. Operating results for the periods presented are
not necessarily indicative of the results that may be expected for the full
year.

      These financial statements should be read in conjunction with the
financial statements and footnotes on Form 10-KSB for the fiscal year ended
September 30, 2004.

      b.    Use of estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles 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 amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

      c.    Basis of consolidation


      The consolidated financial statements of Daleco Resources Corporation (the
"Company") have been prepared in accordance with generally accepted accounting
principles and include the accounts of the Company and its wholly-owned
subsidiaries Westlands Resources Corporation, Sustainable Forest Industries
Inc., Deven Resources, Inc., Tri-Coastal Energy, Inc., Tri-Coastal Energy, L.P.,
Clean Age Minerals Incorporated, and C.A Properties, Inc. The Company's
investments in oil and gas leases are accounted for using proportionate
consolidation whereby the Company's prorata share of each of the assets,
liabilities, revenues and expenses of the investments are aggregated with those
of the Company in its financial statements. The Companies investments in
minerals are accounted for using purchase accounting methods. All significant
inter-company transactions and balances have been eliminated in the
consolidation.


                                      -9-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

      d.    Oil and gas properties and equipment

      The Company follows the successful efforts method of accounting for the
costs of exploration and development activities. Direct acquisition costs of
developed and undeveloped leases are capitalized. Costs of undeveloped leases on
which proved reserves are found are transferred to proven oil and gas
properties. Each undeveloped lease with significant acquisition cost is reviewed
periodically and a valuation allowance provided for any estimated decline in
value. Capitalized costs of proved developed leases are charged to income on the
units-of-production basis based upon total proved reserves. The capitalized
costs of these proved developed leases are written down to their projected net
recoverable amount.

      Costs of exploratory wells found to be dry during the year or before the
issuance of these financial statements are charged against earnings in that
year. Costs of successful exploration wells and development wells are
capitalized. All costs of development wells and successful exploration wells are
charged to earnings on a unit-of-production basis based upon proved developed
reserves. Where the costs of developed wells and successful exploration wells
exceed projected net recoverable amounts, such wells are written down to their
projected net recoverable amount. Net recoverable amount is the aggregate of
estimated un-discounted future net revenues from proven reserves less operating
and production expenses.

      Effective in the first quarter of 1997, the Company began assessing the
impairment of capitalized costs of proved oil and gas properties and other
long-lived assets in accordance with Statement of Financial Accounting Standards
No. 144 (SFAS 144), Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. Under this method, the Company generally
assesses its oil and gas properties on a field-by-field basis utilizing its
current estimate of future revenues and operating expenses. In the event net
un-discounted cash flow is less than the carrying value, an impairment loss is
recorded based on estimated fair value, which would consider discounted future
net cash flows. SFAS 144 did not have any impact on the Company's change in
method of assessing impairment of oil and gas properties and other long-lived
assets including $20,000,000 in mineral properties.

      e.    Site restoration, dismantlement and abandonment costs


      The Company believes that the projected salvage value of the residual
lease and well equipment on its various properties will be sufficient to cover
the various expenditures associated with well abandonment. This position is
based on the Company's historical ability to sell off its marginal properties
prior to their eminent abandonment to local operators and /or to "sell" wells
slated for abandonment to equipment salvage operators for their assumption of
all plugging and abandonment obligations. Over the last several years, the
Company has disposed of numerous wells in this manor. There is no reason based
on the current state of the oil and gas industry to believe that these types of
"well divestment" opportunities will not continue. As such, no abandonment
obligations have been recorded on the financial statements. The Company also
maintains/complies with the various State bonding requirements dealing with
future plugging obligations, etc. to cover "orphan well" situations.


                                      -10-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

      f.    Property and Equipment

      Property and equipment are recorded at cost and depreciated using the
straight-line method over a period of five years. The carrying value of property
and equipment is impaired from time to time in addition to typical depreciation
charges based on independent appraisals of the operational condition of the
specific unit of property and/or equipment.

      g.    Timber Rights

      The Company has recorded the acquisition of timber rights at cost. These
costs are "charged off" as commercial production quantities are produced, and /
or amortized over a set time period as a result of delayed commercialization of
the concession holdings. Where the costs exceed projected net recoverable
amounts, the timber rights are written down to the projected net recoverable
amount. Net recoverable amount is the aggregate of estimated un-discounted
future net revenues from the sale of timber less operating and production
expenses.

      h.    Mineral Acquisition

      The Company has recorded the acquisition of Clean Age Minerals
Incorporated and associated mineral rights at cost.

      i.    Debt Issue Costs

      Debt issue costs of $285,046 were capitalized in the quarter ended
December 31, 2003, and represent those costs associated with Sonata Investment
Company, Ltd.'s acquisition of Heller Financial, Inc. loan and the restructuring
of the Heller Loan (see Note 10). Debt issue costs of $50,000 were in the
quarter ending June 30, 2005 and represent those costs associated with a $50,000
loan (See Note 7d).

      j.    Cash and Cash Equivalents

      Cash and cash equivalents include the cash and certificate of deposits
with original maturities of three months or less.

      k.    Fair Value of Financial Instruments

      Cash and cash equivalents, receivables, and all liabilities have fair
values approximating carrying amounts. The loans are to be repaid out of net
cash flows. Additional interest or profit participation is payable after the
payment of principal. The fair value of all debt is based on discounted cash
flow analysis.


                                      -11-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

3.    Oil and Gas and Equipment

                                                        June 30,       June 30,
                                                         2005           2004
                                                     ------------   ------------

Proven lease acreage costs                           $  5,429,995   $  5,429,995
Proven undeveloped lease acreage costs                  1,745,810      1,745,810
Well costs                                              5,432,145      5,432,145
                                                     ------------   ------------
                                                     $ 12,607,950   $ 12,607,950

Accumulated depletion, depreciation and amortization    8,357,950      7,757,950
                                                     ------------   ------------

                                                     $  4,250,000   $  4,850,000
                                                     ============   ============

(a)   Sale of Oil and Gas Properties

      On or about July 31, 2002 but effective as of July 1, 2002, the Company
sold certain oil and gas properties in Oklahoma, consisting of 11 gross wells
and 1.08 net wells, to the operator. These properties were marginal properties
and wells with revenues from production being just slightly above lease
operating costs. Since these properties were part of the collateral for the
Heller Loan (See Note 10(a)), all the proceeds from the sale went to Heller.

      In January, 2004, the Company sold certain inactive oil wells in Pontotoc
County, Oklahoma for net proceeds amounting to $30,500 and the assumption of all
residual abandoning liabilities. The proceeds from the sale of these wells went
to reduce the Sonata Loan (See Note 10(a)).

4.    Timber Rights Acquisition

      The acquisition of the Company's timber interests has been accounted for
by the purchase method. Since the Company's acquisition of Sustainable Forest
Industries, Inc., in 1995, the Company has fully written off its investment in
Sustainable.

      The Company has maintained its concession rights since the inception of
timber operations in 1997.

5.    Mineral Properties

a.    Clean Age Minerals Incorporated. In September 2000, the Company acquired
      Clean Age Minerals Incorporated ("CAMI") by way of merger with the
      Company's wholly-owned subsidiary; Strategic Minerals, Inc. CAMI presently
      has only one subsidiary, CA Properties, Inc. ("CAP"). CAP owns or has
      under long-term lease: (a) 5,200 acres (+/-) in Marfa, Presidio County,
      Texas, containing high grade Zeolite; (b) 5,020 acres(+/-) of Calcium
      Carbonate deposits located in the Oro Grande area, Cibola County, New
      Mexico; (c) twenty eight (28) mining claims located in Sierra County, New
      Mexico covering 2,675 acres(+/-) of Kaolin; and (d) eleven (11) Zeolite
      mining claims covering approximately 220 acres(+/-) located in Beaver
      County, Utah.


                                      -12-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

b.    Minerals and Equipment

                                            June 30, 2005    June 30, 2004
                                            ------------     ------------
      Proven undeveloped lease costs        $ 12,609,100     $ 12,609,100
      Mine development costs                          --               --
      Accumulated depletion and
           depreciation                         (350,000)        (150,000)
                                            ------------     ------------

                                            $ 12,259,100     $ 12,459,100
                                            ============     ============

      (1) The Company has begun to amortize its mineral properties at a nominal
      amortization rate of $200,000 per year subject to higher adjustments per
      year as production increases. During the quarter ended June 30, 2005, the
      Company took a charge of $50,000 towards the annual amount. The Company is
      utilizing a modified unit-of-production basis in determining its
      amortization rates for its mineral properties.

c.    Prepaid Royalties. The Company receives a credit in the nature of "prepaid
      royalties" for rents paid on the Marfa Zeolite Lease, Presidio County,
      Texas, and a portion of the New Mexico Oro Grande Limestone Lease in
      Cibola County, New Mexico. During Fiscal Year 2003 the Company commenced
      definition mining activities on its Kaolin deposits in Sierra County, New
      Mexico for the purpose of testing the minerals and producing samples for
      sales. The Company commenced production of its New Mexico Calcium
      Carbonate properties in Fiscal Year 2003. It anticipates the commencement
      of the commercial production of its Kaolin deposits in the last quarter of
      calendar year 2005. The Company commenced production of its Zeolite
      deposit in the first quarter of Fiscal Year 2004. The Company did make
      limited sales of its CA Series products in Fiscal Year 2003 primarily for
      testing to confirm their suitability for certain applications. The Company
      began the commercial sales of one of its CA Series Products under the
      trade name "ReNuGen" in the first quarter of 2004. Testing of the
      Company's Kaolin was commenced in December 2002 to confirm its properties
      in various applications in the paper, paint and coating industries. Under
      the Company's agreements with Tecumseh Professional Associates ("TPA"),
      TPA is obligated to pay the Advanced Royalties on the Company's Limestone
      Lease, in Cibola County, New Mexico for the year commencing August 4,
      2005, and rentals to the Bureau of Land Management for the Limestone
      leases and the Kaolin leases in Sierrra County, New Mexico; becoming due
      in the current calendar year. (See Form 8-k dated February 17, 2005 and
      Form 8-K dated March 17, 2005).


                                      -13-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

6.    Patents & Technology

      As part of the acquisition of Clean Age Minerals Incorporated (See Note
      5(a) above), the Company also acquired U.S. Patent No: 5387738. This
      patent, owned by Clean Age Minerals Incorporated (previously owned by
      Matrix-Loc, Inc. which was acquired by Clean Age Minerals Incorporated as
      a result of Matrix-Loc's merger with Clean Age Minerals as of March 18,
      2002), deals with a reagent and process for the remediation of water and
      contaminated soils. The Company has obtained a Trademark "ReNuGen(TM)" for
      its CA-1 Series for use in waste treatment plants. It also obtained the
      Trademark Sierra Gold(TM) for one of its calcium carbonate products.

            Effective, March 31, 2005, the Company consummated its sale of its
      I-Squared and I-Top technology to Ostara Corporation. Under the terms of
      an Asset Acquisition Agreement ("AAA") dated December 1, 2004 by and among
      PSNet Communications (Later merged with Ostara Corporation) and Daleco
      Resources Corporation, Daleco sold its I-Squared and I-Top information
      technologies to PSNet for 3,000,000 unrestricted common shares and the
      warrant rights to acquire an additional 15,000,000 shares. The warrants
      rights are for a period of one year and have an escalating exercise price
      starting at $2.00 per share and rising to $8.00 per share on a quarterly
      basis. That transaction had a targeted closing date of March 2005. At the
      time of the signing on the AAA, PSNet was a private entity that was
      targeting a public offering and registration of its securities in March
      2005. As such no specific value could be placed on the PSNet securities.
      Subsequent to the PSNet/Daleco transaction, PSNet was acquired by/merged
      with Ostara Corporation ("Ostara") a publicly traded entity with Ostara
      assuming the obligations of PSNet as the successor entity.

      Ostara initiated the actual transfer of securities (Ostara Common Stock &
      Warrants) on March 31, 2005.

      In December 2004, the Daleco assets subject to the terms of the
      transaction had a Book Value Basis ("BVB") of $542,621. Since PSNet's
      securities were not registered under the '33 Act, but subject to a demand
      registration, Daleco treated the transaction as an "exchange" of assets of
      equivalent value. It therefore transferred the BVB of the IT assets
      divested to the securities it received for book purposes. No value was
      assigned to the warrant rights since they were priced significantly
      "out-of-the-money" market wise compared to the near term trading value of
      the stock received. 2,049,969 shares of the Ostara common stock and
      equivalent warrant rights were delivered to Daleco's shareholders as a
      special dividend in accordance with the AAA. This Distribution also
      commenced on March 31, 2005 and was managed directly by Ostara's stock
      transfer agent, PacWest Transfer. The Company retained 950,031 shares of
      Ostara and carries these shares on its June 30, 2005 financials at
      $171,836


                                      -14-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

7.    Notes Payable

a.    During the year ended September 30, 1995, the Company received $1,100,000
      in return for two notes payable, with the producing wells of the Company
      used as collateral. Interest of 10% per annum was due monthly. In fiscal
      1996, the Company repaid $300,000 of the outstanding balance. In fiscal
      1997, the remaining $800,000 was converted into 16,000 shares of 10%
      cumulative preferred stock, at $50.00 per share ("Series A Preferred
      Stock"). The Series A Preferred Stock was subject to a put on August 20,
      1999. The holders of the Series A Preferred Stock filed a lawsuit in the
      Los Angeles Superior Court, California against the Company, as well as Mr.
      Amir and Mr. Erlich as guarantors. Mr. Amir satisfied his obligation under
      his guarantee and purchased one-half, or 8,000 shares of the Series A
      Preferred Stock, of the 16,000 shares of the Series A Preferred Stock
      owned by the Kanes. The Company and Mr. Erlich entered into a Stipulation
      for the Entry of Judgment granting the Company until August 1, 2001 in
      which to satisfy the put for the remaining 8,000 shares of Series A
      Preferred Stock plus accumulated interest. (See Litigation Note 14). Mr.
      Amir converted his Series A Preferred shares into 408,163 shares of
      Company common stock. A portion of the dividends ($32,213) due Mr. Amir on
      the Series A Preferred Stock was paid to Mr. Amir in the third quarter of
      fiscal 2002. (See Note 8(a)). As of June 30, 2005, the Company owed the
      Kanes $188,116 of accrued but unpaid interest. By Agreement dated January
      20, 2005, the Company agreed to satisfy its full obligation to the Kanes
      on or before July 5, 2005. On May 9, 2005, the Company and the Kanes
      entered into the First Amendment to January 20, 2005 Agreement. The May 9,
      2005 Agreement amended the January 20, 2005 Agreement providing, in part,
      that in consideration of the sum of $50,000, the Company would be given
      until August 10, 2005 in which to satisfy its obligation to the Kanes.
      (See Note 14(a)).

b.    During fiscal 1998, the Company borrowed $145,000 from four (4) persons.
      The debt was evidenced by Notes that matured on November 21, 1998. The
      Notes earned interest at 2% over the prime rate charged by the Huntingdon
      National Bank of Columbus, Ohio, through the maturity date, and 18%
      thereafter. The Note holders were also given warrants. (See Note 11(b)--
      Warrants) $75,000 in principal amount plus accrued interest due to Sonata
      Investment Company, Ltd. ("Sonata") was paid to Sonata on November 30,
      2001. On June 7, 2002, Mr. Lincoln converted his Note in the amount of
      $20,000, plus accrued and unpaid interest of $13,528, into 49,818 shares
      of common stock. The debt was converted at a price of $.673 per share,
      which represented the average of the bid and closing prices for the five
      day period prior to the conversion. As of June 30, 2005, $50,000 in
      principle amount under two of these Notes remains outstanding. On August
      1, 2001, the Company borrowed $42,000 from Standard Energy Company. This
      loan earned interest at 2% per annum. The Standard Energy Company loan was
      satisfied on November 30, 2001. Since June 30, 2002, only two of the
      original four (4) notes, each in the face amount of $25,000, remain
      outstanding. The accrued but unpaid interest on each of these notes as of
      June 30, 2005 is $41,548.


                                      -15-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

c.    Pursuant to Paragraph 5.1 of the Agreement and Plan of Merger by and among
      Clean Age Minerals Incorporated ("CAMI") and Strategic Minerals, Inc.
      ("SMI") and the Company dated September 19, 2000, obligations of CAMI to
      certain officers, directors and third parties were to have been satisfied
      by SMI or the Company within one (1) year of the merger. (Subsequent to
      the merger, SMI's name was changed to Clean Age Minerals, Inc.) The
      indebtedness totaled (including the Martin Debt as defined in Note 8(b)
      below) $514,881 and was evidenced by Notes dated September 19, 2000. The
      Notes were due and payable on or before September 18, 2001 and provide for
      interest at the rate of 8% per annum. These Notes remain outstanding. As
      of June 30, 2005, the total amount payable on these notes is $710,537
      representing principal of $514,881 and accrued but unpaid interest of
      $195,656.

d.    On May 10, 2005, the Company borrowed $50,000 from four (4) individuals,
      Steven P. Roche ($20,000) and David Grady ($10,000) each of whom are
      employees of Tecumseh Professional Associates, Thomas Smith ($10,000) and
      Alfonso Knoll ($10,000). Mr. Knoll is a Director and Interim Chief
      Executive Officer of the Company. Mr. Roche was appointed to the Board of
      Directors of the Company in July 2005. (See 8-k dated July 19, 2005). Each
      lender was given a Note for his loan by the Company. The Note matures on
      May 10, 2006 at an interest rate equal to the Federal Funds Rate on May
      10, 2005. Additionally, each lender received 50,000 shares of Company
      common stock for each $10,000 lent to the Company.

      The borrowed funds were issued to make a payment on the Company's
      obligation to the Kanes. (See Note 14(a)).


8.    Due to (from) Related Parties

      (a)   Due to (from) Amir

      Mr. Amir has entered into four (4) Notes with the Company as follows:

      (1) Note dated October 1, 1995, bearing interest at the rate of prime plus
      3% in the principal amount of $91,062. This obligation was satisfied on
      4/29/05 as part of Mr. Amir's exercising of certain stock options

      (2) Note dated October 1, 1995 bearing interest at the rate of 7% in the
      principal amount of $378,810 remains outstanding as of June 30, 2005.


                                      -16-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

      (3) Note dated July 20, 1998 in the face amount of $25,000 (See Note 7(b))
      bearing interest at the rate of 2% over the prime rate charged by the
      Huntingdon National Bank of Columbus, Ohio, through the maturity date,
      November 21, 1998 and 18% thereafter.

      (4) Note dated June 17, 2002 bearing interest at the rate of 7% in the
      principal amount of $137,000.

      As of June 30, 2005, the outstanding principal and accrued but unpaid
      interest on the obligations listed under numbers 1 through 4 to Mr. Amir
      amounted to $700,348.

      Mr. Amir was also entitled to a cash payment of $25,000 under his Key Man
      Contract on June 30, 2002. This bonus has not been paid (See Note 13(b)).

      Prior to conversion of his Series A Preferred Stock into common stock, Mr.
      Amir was entitled to have received dividends in the amount of $91,551 of
      which $59,338 remains outstanding (See Note 7(a)).

      As of June 30, 2005, the Company owed Mr. Amir $36,778 in un-reimbursed
      business expenses and $233,336 in accrued but unpaid salary.

      During 2002, the Company paid Mr. Amir $170,000 in partial payment of the
      accrued and unpaid interest on his notes, un-reimbursed expenses and
      dividends attributable to the Class A Preferred Stock. These payments were
      reflected in prior financial statements. Mr. Amir subsequently advanced
      the Company an additional $137,000 (see 8(a)(4) above).

      Mr. Amir converted $10,000 of indebtedness into 71,942 shares of Common
      Stock as of December 3, 2002. The conversion was at the average of the
      closing bid and asking price for the Common Stock for the five trading
      days prior to the date of conversion. On April 29, Mr. Amir exercised his
      option for 1,000,000 shares of common stock by reducing the Company's
      indebtedness to him by $250,000.

      As of June 30, 2005, the Company was indebted to Mr. Amir in the aggregate
      amount of $1,054,798.

(b)   By virtue of the merger of Clean Age Minerals Incorporated ("CAMI") with
      Strategic Minerals, Inc. on September 19, 2000, Strategic Minerals, Inc.
      assumed the obligation of CAMI to Mr. Robert E. Martin in the amount of
      $134,811 ("Martin Debt"). The Martin Debt was to have been satisfied on or
      before September 18, 2001 but was not and remains outstanding. As of June
      30, 2005, the Martin Debt amounts to $185,905 representing $134,811 in
      principal and $51,094 in accrued but unpaid interest. The Martin Debt is
      evidenced by a Note providing for an annual rate of interest of 8%. These
      amounts are included in the amounts shown for the Company's obligation to
      the former officers and directors of Clean Age Minerals Incorporated. (See
      Note 7(c)). As of June 30, 2005, the Company owed Mr. Martin $245,835 in
      accrued but unpaid salary and $41,051 in accrued and unpaid reimbursable
      business expenses.


                                      -17-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

(c)   Novinskie Debt. Under the terms of Mr. Novinskie's employment agreement
      (See Note 13(b)), Mr. Novinskie was to have received a cash bonus of
      $25,000 as of September 30, 2002. This bonus was not paid. As of June 30,
      2005, the Company owed Mr. Novinskie $41,484 in un-reimbursed expenses and
      $233,338 in accrued but unpaid salary and $25,000 in accrued and unpaid
      bonuses (as discussed previously).

      Mr. Novinskie converted $10,000 of indebtedness into 71,942 shares of
      Common Stock as of December 3, 2002. The conversion was at the average of
      the closing bid and asking price for the Common Stock for the five trading
      days prior to the date of conversion. As of June 30, 2005, the Company was
      indebted to Mr. Novinskie in the aggregate amount of $299,822.


9.    Debentures

                                             June 30, 2005         June 30, 2004
                                             -------------         -------------

            8% Convertible Debentures             $0                  $30,000

      a.    8% Convertible Debentures

      On September 11, 1996, the Company issued $1,310,000 of 8% convertible
      debentures with interest payable in stock only and accruing until
      conversion or redemption after the term of two years. The placement
      agent's fees were 10% of the gross proceeds and 12,111 warrants at $10.07
      expiring November 16, 2001. The debentures may be converted after a
      holding period of 45 days after closing at the lessor of: (1) the fixed
      conversion price ($10.171875), or (2) 75% of the average closing bid price
      for the five trading days immediately preceding the date of conversion. As
      of September 30, 2004, $1,310,000 of the 8% debentures had been converted
      into 990,963 common shares. No 8% debentures remain outstanding.


10.   Long-Term Debt

      Long-term debt of the Company consists of the following:


                                      -18-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

      a.    Sonata Loan

            In August 1997, the Company entered into an arrangement with Heller
      Financial, Inc. ("Heller") whereby Heller agreed to provide the Company
      with up to $15,000,000 to rework existing horizontal wells, re-complete
      its vertical wells as horizontal wells, and develop additional acreage.
      Under the terms of the agreement, all of the properties of Westlands were
      transferred to a newly formed limited partnership, Tri-Coastal Energy,
      L.P., the general partner of which is Tri-Coastal Energy, Inc.,
      (Tri-Coastal) and the sole limited partner of which is Westlands.
      Westlands is also the sole shareholder of Tri-Coastal Energy, Inc. The
      amount outstanding (principal and accrued interest) under this arrangement
      as of September 30, 2003 and 2002, was $6,708,474 and $6,967,975,
      respectively. Interest on the borrowings was at prime plus 2%. Principal
      was paid out of 85% of the net cash flow from the properties. Additional
      interest was payable from 50% of the net cash flow from these properties
      after the payment of principal. In January 1999, Heller declared the loan
      to be in default, due to the pledged properties failure to generate the
      required interest payments. This failure was solely attributable to the
      low worldwide prices for oil. As a result, the full amount of the Heller
      Loan had been reclassified as current debt. With the recovery of oil
      prices, the Heller Loan had come back into compliance and on October 15,
      2003, Heller declared the Heller Loan to be in full compliance. The
      obligations to Heller were non-recourse to the Company and payable solely
      out of the oil and properties pledged to Heller as collateral. By
      agreement between Heller and Tri-Coastal, the Termination Date of the
      Heller Loan was extended from October 15, 2003 until January 31, 2004. In
      the Company's third fiscal quarter (March through June 2003) Heller
      advised Tri-Coastal that it was desirous of liquidating Tri-Coastal's oil
      and gas properties in full satisfaction of the Heller Loan. Heller had
      previously wanted Tri-Coastal to sell its oil and gas properties, however,
      a purchase price acceptable to Heller could not be obtained.

            At Heller's request, Tri-Coastal engaged Madison Energy Advisors to
      assist in marketing Tri-Coastal's properties.

            Through Tri-Coastal's efforts, Sonata Investment Company, Ltd.,
      ("Sonata") an affiliate of Standard Energy Company of Columbus, Ohio,
      became aware of Heller's desire to either sell the Tri-Coastal properties
      or sell the Heller Loan.

            Sonata is an independent, privately held company that is not
      affiliated with the Company in management, ownership or in any other
      fashion. The Company has done other financings with Sonata previously, and
      the Company has consulted for Sonata and/or its affiliated entities
      regarding oil and gas projects, acquisitions, exploration and development
      plays.

            Sonata and Heller arrived at an agreement by which Sonata would
      purchase the Heller Loan for $605,000. Sonata simultaneously entered into
      an agreement with Tri-Coastal and the Company whereby Sonata would advance
      to Tri-Coastal/Daleco an additional $50,000 for working capital and reduce
      the amount of the Heller Loan to $655,000 ("Sonata Loan"). In
      consideration of Sonata's reduction of the Heller Loan from $5,154,783 to
      $655,000, Daleco agreed to:


                                      -19-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

            (1) issue to Sonata or its nominee 250,000 shares of Daleco Common
      Stock (see Note 11);

            (2) grant Sonata or its nominee warrants for 250,000 shares of
      Daleco Common Stock at $.906 per share with an expiration date of December
      31, 2007 (see Note 11(b)); and

            (3) extend the expiration dates for the warrants currently held by
      Sonata until December 31, 2007 (see Note 11 (b))

            On December 31, 2003, Sonata acquired the Heller Loan from Heller
      Financial, Inc. for $605,000. Tri-Coastal made a principal reduction
      payment of $23,298 to Sonata on December 31,2003. This payment was
      consistent with the provisions of both the Heller Loan and the Sonata Loan
      and was made in the ordinary course.

            Tri-Coastal, Sonata and Daleco entered into a Second Amended Loan
      Agreement amending the Heller Loan Agreement dated August 22, 1997
      ("Heller Loan Agreement") and the First Amended Loan Agreement dated March
      27, 1998 ("First Amended Loan Agreement") (hereinafter the Heller Loan
      Agreement, First Amended Loan Agreement and the Second Amended Loan
      Agreement are collectively referred to as the "Sonata Loan Agreement").

            The Sonata Loan Agreement provides that the Heller Loan: (i) was
      reduced to a three (3) year loan in the principal amount of $655,000 plus
      interest at the prime rate, to move, as established by the National City
      Bank, Columbus, Ohio plus three percent ("Sonata Loan"); (ii) will be
      repaid out of 85% of the net revenues from Tri-Coastal's oil and gas
      properties, but in no event will the amount of interest and principal paid
      in any six month period be less than one-sixth of the original face amount
      of the Sonata Loan, less any prepayments, plus all accrued and unpaid
      interest with the full amount of the Sonata Loan plus all accrued and
      unpaid interest paid in full on or before December 30, 2006; (iii) 66
      2/3rds of the net cash flow from production from Tri-Coastal's assets
      after satisfaction of the Sonata Loan; (iv) the issuance of stock and
      warrants as set forth above; and (v) Daleco's guaranty of the Sonata Loan.

            Under the terms of the Sonata Loan Agreement, the Sonata Loan will
      become a general obligation of the Company.


                                      -20-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

            As a result of the purchase of the Heller Loan and the entry into
      the Sonata Loan Agreement in the first quarter of fiscal year 2004, the
      Company realized:

            (1) Reduction of the Heller Loan from $5,154,783 to $655,000;

            (2) Reduction in accrued interest payable of $1,572,000;



            (3) Transaction costs recorded as Debt Placement Costs on the
      Balance Sheet of $285,046 consisting of:

                        (a) $226,500 for issuance of the 250,000 shares of
                  common stock;

                        (b) $48,546 for the extension of warrants held by
                  Sonata; and

                        (c) $10,000 in legal costs associated with the
                  transaction.

                  The transaction resulted in a net benefit amounting to
            $5,787,687.


      As of June 30, 2005, the amount owed to Sonata was $340,369 of which
      $122,369 is classified as long-term debt on the Company's financial
      statements..

      b.    First Regional Bank

      In September 1998, the Company assumed a $100,000 loan with First Regional
      Bank when it acquired Haly Corporation. Interest is at 6.9% and the loan
      matures December 12, 2005. The loan is secured by personal assets of Dov
      Amir an officer and Director of the Company.

      c.    Mr. Erlich, a former officer and director of the Company loaned
            $87,543 ("Loan Amount") to the Company. This loan is evidenced by a
            Note dated February 1, 2000 and has no maturity date. The Note
            provides that the Loan Amount shall earn interest at the rate of
            nine percent (9%) per annum. As of June 30, 2005, the total
            principal and accrued interest on the Note was $140,726

      d.    In December 2004, the Company borrowed $40,000 under a loan
            agreement with an existing shareholder ("Lucas Note"). The note has
            a primary term of two years and bears an interest rate of 7.5% per
            annum. As of June 30, 2005, the total amount due under this note is
            $42,508 including $2,508 in accrued interest and $40,000 in
            principle of which $10,000 is classified as long-term debt.



                                      -21-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

11.   Capital Stock

<TABLE>
<CAPTION>
                                                                                                  NUMBER OF
                                                                                                   SERIES B
                                                                       NUMBER OF SERIES           PREFERRED
                                               NUMBER OF COMMON             A PREFERRED          SHARES PAR
                                              SHARES, PAR VALUE       SHARES PAR VALUE          VALUE $0.01
                                                $0.01 PER SHARE     $0.01 PER SHARE (1)       PER SHARE (1)
                                                ---------------     -------------------       -------------
<S>                                                 <C>                      <C>                  <C>
Balance as of June 30, 2004                          28,337,402                   8,000             185,000

Issues on conversion of debenture (2)                     9,641

Issuance to lenders (3)                                 250,000

Issued Murphy Communications(4)                          20,000

Issued on Conversion of Option (5)                    1,000,000

Issuance on Payment of Obligations to Smith(6)           20,000
Private Placement(7)                                    306,000
                                                     ----------              ----------          ----------

Ending Balance as of June 30, 2005                   29,943,043                   8,000             185,000
                                                     ==========              ==========          ==========
</TABLE>

(1)   On February 28, 2002, the Shareholders approved an amendment to the
      Articles of Incorporation of the Company, providing for an increase in the
      authorized common stock of the Company from 20,000,000 shares to
      50,000,000 shares of Common Stock. The Shareholders also approved the
      change of the Company's state of incorporation from Delaware to Nevada.
      This was effected through the merger of Daleco Resources Corporation, a
      Delaware corporation ("Old Daleco") with and into Daleco Resources
      Corporation of Nevada, a Nevada corporation ("New Daleco"). The merger was
      consummated as of March 26, 2002. The Articles of Incorporation of New
      Daleco provide for authorized capital stock of 50,000,000 shares of common
      stock, par value $0.01 and 20,000,000 shares of preferred stock, par value
      $0.01.

(2)   The Company issued 9,641 shares of Common stock to the remaining holders
      of its 8% Debenture under the Debenture's required redemption terms.

(3)   The Company issued 250,000 shares of common stock to four persons who lent
      $50,000 to the Company on May 10, 2005. (See footnote 7(d)).

(4)   The Company issued 20,000 shares to Murphy Communications in consideration
      of its undertaking and assisting the Company with shareholder relations
      and communications.

(5)   The Company issued 1,000,000 shares to Dov Amir upon exercise of an Option
      on April 29, 2005.


                                      -22-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

(6)   On December 1, 2004, the Company issued 20,000 shares to William Smith in
      consideration and compensation for his work in promoting the Company's
      patented product marketed under the Trademark ReNuGen(TM). The shares were
      registered utilizing Form S-8. (See the Company's Form 8-K dated December
      1, 2004).

(7)   On December 13, 2004, the Company sold 300,000 shares of common stock to
      three individuals pursuant to a private placement under Section 506 of
      Regulation D, promulgated under the Securities Act of 1933, as amended.
      The price per share was $0.30. The proceeds of the sale were used to cover
      the costs of the Company's audit for fiscal 2004, and re-audit of fiscal
      year 2003. In addition to the legal fees associated with the offering,
      6,000 were issued to the selling broker as consideration for its selling
      commission.


      a.    Common Stock Options

The Company granted the following options / warrants to purchase common stock as
of June 30, 2005.

<TABLE>
<CAPTION>
                                                     Number of             Weighted Average
                                                 Options / Warrants        Price per Share
                                                 --------------------     -------------------

<S>                                                       <C>                        <C>
Options / Warrants Outstanding - June 30, 2004             9,289,579                  $ 0.96

Employee Stock Option
Granted                                                      400,000                  $ 0.85
Expired                                                     (50,000)                  $ 0.85
Exercised                                                (1,000,000)                  $ 0.25
Cancelled                                                       ----                    ----

Stockholder warrants
Granted                                                      520,000                  $ 0.77
Expired                                                         ----                    ----
Exercised
Cancelled                                                 (2,240,000)                 $ 2.42

Options / Warrants Outstanding -June 30, 2005             6,919, 579                  $ 0.57
</TABLE>


                                      -23-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

Stock Based Compensation

In March 2004, the shareholders of the Company approved the Independent
Director's Incentive Stock Option Plan. Two Directors, Messrs. Pryor and Lord
Gilbert qualified for option awards under the plan during fiscal 2004. Each of
these Directors received option for 200,000 common shares at an exercise price
equal to $0.85 per share. These option rights vest over a three-year period (but
only while the recipient is a Director), 100,000 shares in the first year, and
50,000 shares in each of years two and three. The options expire five (5) years
after issuance. Mr. Pryor resigned as a Director of the Company in May 2005.
(See 8-k dated May 17, 2005). As a result of his resignation Mr. Pryor was only
vested in the first two years of his options, or options for 150,000 shares. His
option for the remaining 50,000 shares expired upon his resignation.

Of the 4,850,000 options outstanding, 3,781,100 are held by current officers,
directors and employees of the Company. The exercise price for the options held
by insiders range from $0.25 per share to $1.08 per share. Mr. Amir exercised
options for 1,000,000 shares at $0,25 per share on April 29, 2005.

All stock options issued to employees have an exercise price not less than the
fair value of the Company's common stock on the date of grant, and in accounting
for such options utilizing the intrinsic value method there is no related
compensation expense recorded in the Company's financial statements. Had the
Company determined compensation cost based on the fair value of the stock option
on their dates of grant pursuant to SFAS 123, the Company's net income (loss)
and earnings (loss) per share would have changed to the pro forma amounts
presented below:

                                             For the three-months ended June 30
                                                       2005           2004
                                                 ----------     ----------
Net loss attributable to common shareholders
 (as reported)                                   $ (465,179)    $ (413,673)

Stock based employee
  compensation expense determined
  under fair value based method for
  all awards                                        (70,089)       (91,343)
                                                 ----------     ----------

Pro forma net income (loss)                      $ (535,268)    $ (505,016)
                                                 ==========     ==========

Per Share
         As reported                             $    (0.02)    $    (0.01)
         Pro forma                               $    (0.02)    $    (0.02)

There were no options granted during the quarters ended June 30, 2005 and 2004.


                                      -24-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

      b.    Warrants

(1)   Common Stock Warrants Attached to Debenture


On September 15, 2004, the Company entered into the First Amendment to Master
Distribution and Marketing Agreement (See Exhibit 10.36 to the Company's Annual
Report) ("First Amendment"). Under the terms of the First Amendment, Sumitomo's
2,240,000 warrants were cancelled.

(2)   Financing Sources

On July 21, 1998, a total of 263,638 warrants expiring on November 20, 2003 were
granted to four persons who loaned the Company a total of $145,000 in July 1998.
(See Note 7b). The expiration date for these warrants was extended from November
20, 2003 to November 20, 2005 in Fiscal Year 2000. The warrants may be exercised
at any time before the expiration date at an exercise price of $0.55

On November 28, 2001, a total of 435,941 warrants to purchase common stock were
granted to Sonata Investment Ltd. (warrants for 395,273 shares of common stock
("Sonata Warrant")) and Standard Energy (warrants for 40, 668 shares of common
stock ("Standard Warrant")) as consideration for entering into the Loan
Conversion Agreement dated August 1, 2001. The Loan Conversion Agreement
extended the date by which the Company had to satisfy its obligations to both
Sonata Investment Company, Ltd. ("Sonata") (See Note 10(a)) and Standard Energy
Company ("Standard") and granted both Sonata and Standard the right to convert
the debt into common stock of the Company at such time as the Company advised
Sonata and Standard of its intent to satisfy the Company's obligations to one or
both entities. Sonata and Standard are affiliated entities. The exercise price
was fixed at $1.05. The Sonata and Standard Warrants were to have expired August
1, 2002. However, the Company agreed to extend the termination date of the
Sonata and Standard Warrants until July 31, 2004 in exchange for Sonata's
relinquishing its twenty percent (20%) interest in the net profits of the
Company's subsidiary Sustainable Forest Industries, Inc. (See Note 10(a)). As
additional consideration for the acquisition of the Heller Loan, the expiration
date for the Sonata and Standard Warrants was extended until December 31, 2007.
250,000 warrants were also issued to Sonata Investment Company as additional
consideration for acquisition of the Heller Loan at an exercise price of $.906
per share with an expiration date of December 31, 2007 (See Note 10(a)).

On September 1, 2004, the Company granted to Herbert L. Lucas warrants for
20,000 shares of common stock with an exercise price of $.44 per share. The
warrants expire on August 31, 2006. The Warrants were given in consideration for
Mr. Lucas having made a loan of $40,000 to the Company's wholly-owned
subsidiary, CA Properties, Inc. (See Note 10 (d) above.)


                                      -25-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

(3)   Terra Silex Warrant

Under a Stock Purchase Agreement dated September 11, 2001 by and among the
Company and Terra Silex Holding, LLC, Terra Silex was granted a warrant for
250,000 shares ("Terra Silex Warrant") at an exercise price of $1.25 The Terra
Silex Warrant expires on December 31, 2006.

(4)   Smith Warrants

On September 1, 2004, the Company granted Mr. William Smith, a recognized expert
in sewage treatment facilities and the processing of municipal waste, warrants
for 250,000 shares of common stock at an exercise price of $.65 per share. The
warrants granted to Mr. Smith expire on August 31, 2007. They were issued to Mr.
Smith in consideration for his assistance and expertise in the marketing and
development of the Company's potential product ReNuGen(TM) used in sewage waste
facilities.

(5)   Conley & Anthony Warrants

On February 27, 2003, warrants for 300,000 shares of Stock at a price of $0.13
per share were granted to each of Mr. Robert Conley and Mr. Bob Anthony in
consideration for their consultation and individual expertise in regard to
product development and application market identification with regard to the
Company's potential Sierra Kaolin(TM) and Zeolite products respectively.

Payment of Accrued Dividends

There were no cash dividend payments on either Series of Preferred Stock made
during the period June 30, 2004 to June 30, 2005. See also Note 14(a), regarding
payment of accrued dividends on the Series A Preferred Stock held by the Kanes
through June 30, 2005.

12.   Income Taxes

      The Company has no current and deferred taxes payable. The Company and its
oil and gas subsidiaries have significant tax losses to be applied against
future income attributable to its oil and gas properties. The subsidiary
Companies' tax filings show net operating losses to be applied against future
taxable income in the amount of approximately $26.7 million to be utilized in
various years through 2009. The tax benefit of these losses is estimated to be
approximately $10 million. No potential benefit of these losses has been
recognized in the accounts. To the extent the Company has income attributable to
its mineral properties, this income may be subject to Federal taxation.


                                      -26-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

13.   Employment Contracts and Commitments

a.    On November 16, 2001, the Company entered into a Stock Purchase Agreement
      with SCOA ("SCOA SPA"). As a condition to the closing of the SCOA SPA,
      SCOA required that the Company enter into Key Man Employment Contracts
      ("Key Man Contracts") with Messrs. Robert E. Martin, Gary J. Novinskie and
      Dov Amir. The Key Man Contracts are for an initial three (3) year term.
      The Key Man Contracts provide for acceleration of the vesting of incentive
      options should the Key Man be terminated prior to the expiration of the
      term of the Key Man Contracts. Each of Messrs. Novinskie and Amir are
      granted options for 500,000 shares of Company Common Stock while Mr.
      Martin was granted options for 1,000,000 shares of Common Stock. There are
      like provisions for the acceleration of the salary due each employee over
      the life of the Contract. (See Note 8.)

b.    The Key Man Contract also provided for a bonus to Messrs. Novinskie and
      Amir of $50,000 to be paid one-half in cash and one-half in stock. (See
      Note 13(a) above). Mr. Novinskie's cash bonus has not been paid. Mr.
      Amir's bonus also has not been paid. (See Note 8.) Under Mr. Martin's Key
      Man Contract, he was granted a salary of $50,000 for the six month period
      April 1, 2002 through September 30, 2002 ($8,333.34 per month), and
      $100,000 per year for the remaining two (2) years of his Key Man Contract.
      In accordance with his contract, the Company commenced paying Mr. Martin's
      salary as of April 1, 2002. (See Note 8(b)).


14.   Litigation Settlement and Pending Litigation

a.    Kane v. Daleco Resources Corp., et. al. On or about January 14, 2000,
      Stanley B. Kane, et. al. commenced an action in the Superior Court, Los
      Angeles, California to enforce their right to have the Company repurchase
      16,000 shares (stated value $50.00 per share) of Series A, 10% Cumulative
      Preferred Stock. The Plaintiffs had the right to put the stock to the
      Company on August 20, 1999, which they did. Although the Company continued
      to pay quarterly dividends on the Series A Preferred Stock, it did not
      redeem the shares due to its lack of liquidity. Also named in the suit
      were Messrs. Dov Amir (a current officer and director of the Company) and
      Mr. Louis Erlich (who was an officer and director of the Company at the
      time of the issuance of the Series A Preferred Stock) who had given
      personal guaranties to the Plaintiffs. On September 18, 2000 a Final
      Judgement was entered in Los Angeles Superior Court in favor of the Kanes
      and against Daleco and Lou Erlich in the principal amount of $441,315.43
      ("Final Judgement").

      Mr. Amir satisfied his obligation under his guaranty to purchase one-half
      or 8,000 shares from the Plaintiffs and was dismissed from the case on
      September 19, 2000. The Company entered into Stipulation for the Entry of
      Final Judgment and Judgment thereon ("Final Judgment") as to Daleco
      Resources Corporation, pursuant to which the Company shall have until
      August 1, 2001 in which to redeem the remaining 8,000 shares for $400,000
      plus accrued dividends through the date of settlement at a rate of ten
      percent (10%) per annum. The Kanes have been granting the Company an
      extension of the August 1, 2001 date on a month-to-month basis. On
      December 7, 2001, the Company paid the Kanes $90,000 representing all
      accrued and unpaid dividends on the Series A Preferred Stock through
      December 31, 2001. The Company has paid all dividends due and payable to
      the Kanes for periods through the fiscal quarter ending June 30, 2002. As
      of June 30, 2005 the sum due to the Kanes under the Judgment was $602,187
      plus attorney's fees.


                                      -27-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

      Mr. Erlich filed a Cross Complaint against the Company for payment of his
      obligation under his guarantee and his loans to the Company. (See Note
      7(a)). The Company and Mr Erlich have agreed to stay his counterclaim
      until the Company can satisfy the Erlich Note (See Note 7(d)) and the suit
      will be dismissed.

      On January 20, 2005, the Company entered into an Agreement with the Kanes
      providing for payment in full of the $400,000 in principal plus all
      accrued and unpaid interest and costs under the Final Judgment by July 5,
      2005. The Agreement also provides that should the Company not have
      satisfied the Final Judgement in full by May 1, 2005, then the Company
      would pay to the Kanes an amount equal to $75,000 per week until the Final
      Judgement plus all accrued and unpaid interest and costs are satisfied in
      full.

      Under the Agreement, the Company may not make any payments to Mr. Amir or
      Mr. Erlich until the Final Judgement is paid in full. Additionally,
      repayment of certain third party costs are also restructured in the
      amount. The Company believes that it will have paid off the entire Final
      Judgement by May 1, 2005.

      The Company did not make a payment to the Kanes on or before May 2, 2005.
      Rather, management, with the approval of the Board of Directors,
      negotiated an amendment to the Agreement of January 20, 2005 ("First
      Amendment") by which the Company was required to pay $50,000 on or before
      May 11, 2005 with the remainder of all monies due the Kanes under the
      Final Judgment, as well as interest and attorney's fees by August 10,
      2005. The payment of $50,000 was made to the Kanes by wire transfer on May
      11, 2005. The First Amendment is dated as of May 9, 2005 and was approved
      by the Board of Directors on May 9, 2005.

      On May 9, 2005, the Company and the Kanes entered into the First Amendment
      to January 20, 2005 Agreement. The May 9, 2005 Agreement amended the
      January 20, 2005 Agreement providing, in part, that in consideration of
      the sum of $50,000, the Company would be given until August 10, 2005 in
      which to satisfy its obligation to the Kanes. (See Note 7(d)).


                                      -28-
<PAGE>

DALECO RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004 - PREPARED BY MANAGEMENT (UNAUDITED)
================================================================================

15.   Acquisitions/Mergers

      Daleco's 16/6, Inc.

      As of September 3, 2004, 16/6, Inc., a wholly-owned subsidiary of Daleco,
was merged with and into Daleco Resources Corporation. 16/6, Inc. no longer
exists as a separate entity.

16.   New Accounting Standard

      In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity. This Statement establishes standard for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 requires that an
issuer classify a financial instrument that is within its scope as a liability
(or an asset in some circumstances). The financial instruments affected include
mandatory redeemable stock, certain financial instruments that require or may
require the issuer to buy back some of its shares in exchange for cash or other
assets, and certain obligations that can be settled with shares of stock.

      Effective July 1, 2003, Daleco adopted the Statement as required, for its
mandatory redeemable Series A, 10% Cumulative Convertible Preferred Stock,
stated value $50.00 and par value $.01, in line with the satisfaction of its
$400,000 obligation to Mr. Kane, as mentioned under Note 14(a). As a result, the
preferred securities, previously included as part of the statement of
shareholders' equity, were reclassified to a liability account.

      In accordance with the requirements of SFAS No. 150, prior period amounts
have not been reclassified to be in conformity with the current presentation.


                                      -29-
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

      The Private Securities Litigation Reform Act of 1995 (the "Reform Act")
      provides a safe harbor for forward-looking statements made by or on behalf
      of the Company. All statements, other than statements of historical facts,
      which address activities, events or developments that the Company expects
      or anticipates will or may occur in the future, including such things as
      the anticipated development of revenues, acquisition of additional
      properties or the obtaining of capital, business strategy, development
      trends in the industry segments in which the Company is active, expansion
      and growth of the Company's business and operations and other such matters
      are forward-looking statements. To take advantage of the safe harbor
      provisions provided by the Reform Act, the Company is identifying certain
      factors that could cause actual results to differ materially from those
      expressed in any forward-looking statements, whether oral or written, made
      by or on behalf of the Company. Many of these factors have previously been
      identified in filings or statements made by or on behalf of the Company.

      All phases of the Company's operations are subject to influences outside
      of the Company's control. Any one, or a combination, of these factors
      could materially affect the results of the Company's operations. These
      factors include: competitive pressures, inflation, trade restrictions,
      interest rate fluctuations and other capital market conditions, weather,
      future and options trading in, and the availability of natural resources
      and services from other sources. Forward-looking statements are made by or
      on behalf of the Company's knowledge of its business and the environment
      in which it operates, but because of the factors listed above, as well as
      other environmental factors over which the Company has no control, actual
      results may differ from those in the forward-looking statements.
      Consequently, all of the forward-looking statements made are qualified in
      their entirety by these cautionary statements and there can be no
      assurance that the actual results or developments anticipated by the
      Company will be realized or, even if substantially realized, that they
      will have the expected effect on the business and/or operations of the
      Company.

      During the third fiscal quarter, ended June 30, 2005 the Company continued
      to focus its efforts on the mineral holdings of its wholly-owned
      subsidiary, Clean Age Minerals, Inc. while maintaining its prior operating
      level within its oil and natural gas production and hardwood timber
      marketing segments.

      The Company's performance during its third fiscal quarter ended June 30,
      2005, was influenced by a variety of factors typical within the natural
      resource sectors which were beyond the control of management, such as the
      variability of the demand for and the pricing of crude oil and natural gas
      within the Company's operating areas and the demand and pricing, both
      domestically or internationally, for the Company's timber and industrial
      minerals. As in previous periods, the Company remained highly dependent on
      the revenues derived from the sale of its oil and natural gas production.
      During the quarter ended June 30, 2005, the Company's energy segments
      continued to benefit from sustained higher levels of oil and gas prices.
      As a result revenues for the current year's quarter were $349,818 versus
      $337,195 in the 2004 fiscal quarter representing a nominal 4% increase.
      The Company's net operating margins from the segment however declined for
      the quarter ending June 30, 2005 to a level of $154,860 as compared to
      $207,940 for the prior year's quarter. The quarter to quarter drop in oil
      and gas operating margins is directly attributable to higher operating and
      well maintenance costs incurred during the period. The availability of
      third party contract well serving equipment was restricted during the
      quarter ending June 30, 2005. These limitations resulted in lost
      production time on and volumes from certain of the Company's wells. The
      shortage of contract services is the result of the greater demand for
      these types of services brought on by the sustained crude price in the
      area.


                                      -30-
<PAGE>


      During the quarter, the Company's direct operational expenditures related
      to its mineral holdings increased approximately 13% to a level of $9,260
      as compared to the prior year's quarter level of $8,210. The relative
      level of mineral site operating costs were held in check by the Company's
      use of available stock piles of mineral products (i.e. Sierra Gold (TM)
      and ReNuGen (TM)) to supply the current quarter's demand and the
      initiation of activities by Tecumseh Professional Associates ("TPA") as
      mine site manager at the Company's kaolin and calcium carbonate deposits.
      Deliveries of the above mineral products continued during the quarter
      which increased revenues significantly quarter to quarter to a level of
      $10,650 for the period ended June 30, 2005 as compared to $270 of the
      prior year's quarter. Long Term, application testing of ReNuGen (TM) has
      been successful and the operating and performance information gained from
      these operating facility tests will be instrumental in the market
      "roll-out" of the product within the targeted Waste Water Treatment
      industry. Efforts to deliver calcium carbonate material to regional
      clients have been ongoing and are expected to improve in subsequent
      quarters as TPA assumes more direct control of the operations and
      marketing efforts. During the quarter ending June 30, 2005, efforts
      pertaining to the commercialization of the Sierra Kaolin(TM) mineral
      products were directed toward the preparation of additional "client sample
      products" and in obtaining the regulatory permits required to proceed with
      the planned confirmation coring initiative on the mineral deposit.
      Indication is that the coring will commence early in the next fiscal
      quarter under the direct oversight by the mine site manager, Tecumseh
      Professional Associates.


      Within its timber segment, the efforts of Sustainable Forest Industries
      were again held at minimal levels. Efforts were made to explore certain
      hardwood marketing opportunities. The results of these efforts are not yet
      available.

      For the three month period ended June 30, 2005, total operating revenues
      increased by $23,010 (5%) to a level of $401,977 for the quarter. Direct
      operating expenses increased by $70,800 (53%), exclusive of non-cash
      charges, The increase in direct operating expenses and the subsequent
      fall-off in general operating margins is directly attributed to the impact
      of the Company's efforts during the quarter to maintain production levels
      resulted in greater expenditures for oil and gas well maintenance.


                                      -31-
<PAGE>

      Non-cash charges for the quarter declined nominally $9,390 (2%) to a level
      of $374,430 from the prior year period of $383,820.

      Corporate expenses for the quarter increased by $13,070 (6%) from the June
      ending quarter in 2004 fiscal year to the June 2005 level of $237,250.
      This increase is directly attributable to the increased cost associated
      with the incremental reporting requirements related to the Sarbane-Oxley
      Act of 2002. For the quarter, the Company recorded a loss of $465,180 as
      compared to a loss of $413,673 for the prior fiscal year's first quarter.

Item 3 - Controls and Procedures

            Sarbanes-Oxley Act

      On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
      2002 ("SOA"). The SOA is the first major revision to the securities laws
      since the enactment of the Securities Act of 1933 and the Securities and
      Exchange Act of 1934. The SOA, promulgated in large part in response to
      the collapse of Enron/Worldcom, covers a variety of measures all of which
      will not be covered here.

      The SOA is applicable to all publicly traded reporting companies no matter
      how small or large. The SOA provides for additional controls such as the
      chief executive officer's certificate regarding the accuracy of the
      Company's financial statements and providing for a criminal penalty for
      making a false statement to the certification by an executive officer that
      the financial statements do not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements, in
      light of the circumstances under which the statements were made, not
      misleading with respect to the period covered by the annual report. The
      certification also requires that the executive officer of the company
      certify that the financial statements and other materials presented in the
      annual report fairly present in all material respects the financial
      condition, results of operations and cash flows of the Company as of and
      for the periods covered by the annual report. This requirement exceeds the
      previous requirement that the financial statements merely be presented in
      accordance with generally accepted accounting principles.

      The Company believes that it has historically provided its financials in
      this fashion, having separately reported and presented each segment of the
      Company's business for the past few years.


                                      -32-
<PAGE>

      The SOA also suggests but does not presently require that a "Disclosure
      Committee" be established. Rules of the exchange on which the Company's
      Common Stock, NASDAQ, will require the establishment of "disclosure
      controls." This committee would consider the materiality of information
      and determine disclosure obligations on a timely basis. This committee
      would, in essence, become the Company's "watchman" for public disclosures.
      The Company has not, as of the date of this report, established such a
      committee. The Company has only six employees, and three independent
      directors. All parties are intricately involved in the decision making
      processes at the Company and no disclosure or decision not to disclose
      information is made without the input of inside management, counsel and at
      least one, if not more, independent directors. At such time as the Company
      changes its method of operation and/or increases the number of employees,
      it will reconsider the creation of a "Disclosure Committee."

      Because the drafting and approval of all the Company's reports is a
      collective process, the suggestions of the SOA to establish Disclosure
      Committees, a Disclosure Controls Monitor, conduct internal drafting
      sessions, distribution of draft reports and dealing with internal trading
      policies are presently either not applicable or are already implemented,
      have been and are part of the Company's operating procedures.

      The SOA also provides for certain controls on auditors and the accounting
      industry. The Company only utilizes its auditors for auditing purposes. As
      such, the Company believes that it is and will be in full compliance with
      the final regulations promulgated by the Securities and Exchange
      Commission ("SEC") under the SOA.

      The SEC has acknowledged that a "one-size fits all" approach to
      establishing effective disclosure controls and procedures is not
      appropriate and has not prescribed any specific disclosure controls and
      procedures. Rather, the SEC expects "each company to develop a process
      that is consistent with its business and internal management and
      supervisory practice." The Company believes that it has fully complied
      with the intent of the SOA and Regulations promulgated by the SEC.

      All phases of the Company's operations are subject to influences outside
      of the Company's control. Any one, or a combination, of these factors
      could materially affect the results of the Company's operations. These
      factors include: competitive pressures, inflation, trade restrictions,
      interest rate fluctuations and other capital market conditions, weather,
      future and options trading in, and the availability of natural resources
      and services from other sources. Forward-looking statements are made by or
      on behalf of the Company's knowledge of its business and the environment
      in which it operates, but because of the factors listed above, as well as
      other environmental factors over which the Company has no control, actual
      results may differ from those in the forward-looking statements.
      Consequently, all of the forward-looking statements made are qualified in
      their entirety by these cautionary statements and there can be no
      assurance that the actual results or developments anticipated by the
      Company will be realized or, even if substantially realized, that they
      will have the expected effect on the business and/or operations of the
      Company.


                                      -33-
<PAGE>

PART II. OTHER INFORMATION

Item 1.  None

Item 2.  Change in Securities.

      (a) Pursuant to the Second Amended Loan Agreement dated December 31, 2003
      between Sonata Investment Company, Ltd. ("Sonata"), Tri-Coastal Energy,
      L.P. and Daleco, Sonata, or its nominee was given 250,000 shares of Daleco
      common stock. The average of the closing bid and asking price on December
      30, 2003 for Daleco common stock was $.906. The Company recorded a cost of
      $226,500 for the issuance of these shares. The Company also issued to
      Sonata, or its nominees, warrants for 250,000 shares of Daleco common
      stock at an exercise price of $.906 per share. These warrants have an
      expiration date of December 31, 2007. Daleco also extended the expiration
      date for other warrants held by Sonata with exercise prices ranging from
      $.55 to $1.05 until December 31, 2007. The Company recorded a cost of
      $48,546 resulting from the extension of these warrants.

            In October 2003, Terra Silex Holdings, Inc. exercised its rights
      under Paragraph 6.3 of the Terra Silex Stock Acquisition Agreement, dated
      September 11, 2001 ("Terra Silex Agreement"). Paragraph 6.3 of the Terra
      Silex Agreement gives Terra Silex the right to acquire additional shares
      of Daleco common stock if Daleco were to sell more than 500,000 shares in
      one block. The conversion of the Cornell Capital debenture was the event
      that triggered Terra Silex's right under Paragraph 6.3 Terra Silex
      purchased 220,169 shares at a price of $.117 per share.

            Effective September 15, 2004, the Company entered into the First
      Amendment to the Master Distribution and Marketing Agreement ("First
      Amendment") with Sumitomo Corporation of America ("Sumitomo"). (See the
      Company's Form 8-K dated September 15, 2004). Under the First Amendment,
      the warrants to purchase up to 1,700,000 shares of the Company's common
      stock granted in the Company's Stock Purchase Agreement with Sumitomo
      dated as of November 16, 2001 and the warrants to purchase up to 540,000
      shares of the Company's common stock granted in the Company's Master
      Distribution and Marketing Agreement with Sumitomo dated as of November
      16, 2001 were cancelled.

            On May 10, 2005, the Company issued 250,000 shares to four (4)
      persons who lent $50,000 to the Company to fund a payment to the Kanes.
      (See Notes 7(d) and 14).

            On April 29, 2005, Dov Amir exercised his option for 1,000,000
      shares of common stock. The exercise price was $0.25. Mr. Amir forgave
      debt owed him by the Company as payment of the exercise price.


                                      -34-
<PAGE>

            b. Special Dividend. In accordance with the Asset Purchase Agreement
      dated as of December 1, 2004, a distribution of Ostara Corporation common
      stock ("Ostara Stock") was made to the holders of record of the Company's
      common Stock as of January 6, 2005 ("Record Date") ("Record Date
      Shareholders"). As of the Record Date there were 28,693,043 shares of
      Daleco common stock issued and outstanding held by approximately 1,762
      Record Date Shareholders. On March 31, 2005, Ostara issued 2,050,000
      shares of Ostara Stock to the Record Date Shareholders. The distribution
      has been accounted for as a special dividend by the Company. One share of
      Ostara Stock was issued for each 14 shares of Daleco common stock held as
      of the Record Date. In addition to the Ostara Stock issued, each Record
      Date Shareholder received a short term warrant to purchase (5) additional
      shares of Ostara Stock for each share of Ostara Stock issued.

Item 3   Heller Debt.

            In August 1997, the Company entered into an arrangement with Heller
      Financial, Inc. ("Heller") whereby Heller agreed to provide the Company
      with up to $15,000,000 to rework existing horizontal wells, re-complete
      its vertical wells as horizontal wells, and develop additional acreage.
      Under the terms of the agreement, all of the properties of Westlands were
      transferred to a newly formed limited partnership, Tri-Coastal Energy,
      L.P., the general partner of which is Tri-Coastal Energy, Inc.,
      (Tri-Coastal) and the sole limited partner of which is Westlands.
      Westlands is also the sole shareholder of Tri-Coastal Energy, Inc. The
      amount outstanding (principal and accrued interest) under this arrangement
      as of September 30, 2003 and 2002, was $6,708,474 and $6,967,975,
      respectively. Interest on the borrowings was at prime plus 2%. Principal
      was paid out of 85% of the net cash flow from the properties. Additional
      interest was payable from 50% of the net cash flow from these properties
      after the payment of principal. In January 1999, Heller declared the loan
      to be in default, due to the pledged properties failure to generate the
      required interest payments. This failure was solely attributable to the
      low worldwide prices for oil. As a result, the full amount of the Heller
      Loan had been reclassified as current debt. With the recovery of oil
      prices, the Heller Loan had come back into compliance and on October 15,
      2003, Heller declared the Heller Loan to be in full compliance. The
      obligations to Heller were non-recourse to the Company and payable solely
      out of the oil and gas properties pledged to Heller as collateral. By
      agreement between Heller and Tri-Coastal, the Termination Date of the
      Heller Loan was extended from October 15, 2003 until January 31, 2004. In
      the Company's third fiscal quarter (March through June 2003) Heller
      advised Tri-Coastal that it was desirous of liquidating Tri-Coastal's oil
      and gas properties in full satisfaction of the Heller Loan. Heller had
      previously wanted Tri-Coastal to sell its oil and gas properties, however,
      a purchase price acceptable to Heller could not be obtained.

            At Heller's request, Tri-Coastal engaged Madison Energy Advisors to
      assist in marketing Tri-Coastal's properties.


                                      -35-
<PAGE>

            Through Tri-Coastal's efforts, Sonata Investment Company, Ltd.,
      ("Sonata") an affiliate of Standard Energy Company of Columbus, Ohio,
      became aware of Heller's desire to either sell the Tri-Coastal properties
      or sell the Heller Loan.

            Sonata is an independent, privately held company that is not
      affiliated with the Company in any fashion. The Company has done other
      financings (see Note 10 (a) above) with Sonata previously, and the Company
      has consulted for Sonata and/or its affiliated entities regarding oil and
      gas projects, acquisitions, exploration and development.


            Sonata and Heller arrived at an agreement by which Sonata would
      purchase the Heller Loan for $605,000. Sonata simultaneously entered into
      an agreement with Tri-Coastal and the Company whereby Sonata would advance
      to Tri-Coastal/Daleco an additional $50,000 for working capital and reduce
      the amount of the Heller Loan to $655,000 ("Sonata Loan"). In
      consideration of Sonata's reduction of the Heller Loan from $5,154,783 to
      $655,000, Daleco agreed to:

            (1) issue to Sonata or its nominee 250,000 shares of Daleco Common
      Stock;

            (2) grant Sonata or its nominee warrants for 250,000 shares of
      Daleco Common Stock at $.906 per share with an expiration date of December
      31, 2007; and

            (3) extend the expiration dates for the warrants currently held by
      Sonata until December 31, 2007.

            On December 31, 2003, Sonata acquired the Heller Loan from Heller
      Financial, Inc. for $605,000. Tri-Coastal made a principal reduction
      payment of $23, 298 to Sonata on December 31,2003. This payment was
      consistent with both the provisions of the Heller Loan and the Sonata Loan
      and was made in the ordinary course.

            Tri-Coastal, Sonata and Daleco entered into a Second Amended Loan
      Agreement amending the Heller Loan Agreement dated August 22, 1997
      ("Heller Loan Agreement") and the First Amended Loan Agreement dated March
      27, 1998 ("First Amended Loan Agreement") (hereinafter the Heller Loan
      Agreement, First Amended Loan Agreement and the Second Amended Loan
      Agreement are collectively referred to as the "Sonata Loan Agreement").

            The Sonata Loan Agreement provides that the Heller Loan: (i) was
      reduced to a three (3) year loan in the principal amount of $655,000 plus
      interest at the prime rates, to move, as established by the National City
      Bank, Columbus, Ohio plus three percent ("Sonata Loan"); (ii) will be
      repaid out of 85% of the net revenues from Tri-Coastal's oil and gas
      properties, but in no event will the amount of interest and principal paid
      in any six month period be less than one-sixth of the original face amount
      of the Sonata Loan, less any prepayments, plus all accrued and unpaid
      interest with the full amount of the Sonata Loan plus all accrued and
      unpaid interest paid in full on or before December 30, 2006; (iii) 66
      2/3rds of the net cash flow from production from Tri-Coastal's assets
      after satisfaction of the Sonata Loan; (iv) the issuance of stock and
      warrants as set forth above; and (v) Daleco's guaranty of the Sonata Loan.


                                      -36-
<PAGE>

            Under the terms of the Sonata Loan Agreement, the Sonata Loan will
      become a general obligation of the Company.

            As a result of the purchase of the Heller Loan and the entry into
      the Sonata Loan Agreement, the Company realized:

            (1) Reduction of the Heller Loan from $5,154,783 to $655,000;

            (2) Reduction in accrued interest payable of $1,572,000;

            (3) Transaction costs recorded as Debt Placement Costs on the
      Balance Sheet of $285,046 consisting of:

                  (a) $226,500 for issuance of the 250,000 shares of common
            stock;

                  (b) $48,546 for the extension of warrants held by Sonata; and

                  (c) $10,000 in legal costs associated with the transaction.

                  The transaction resulted in an extraordinary net benefit
            amounting to $5,787,687.

                  As a result of the extraordinary benefit resulting from
            Sonata's acquisition of the Heller Loan as set forth above, the
            "Earnings Per Share Calculations" should be compared as follows:

<TABLE>
<CAPTION>
                                                    1st Fiscal Quarter    Fiscal Year End
                                                         12/31/03             9/30/04
                                                         --------             -------
<S>                                                    <C>                 <C>
Net Income (loss) (before gain on debt forgiveness)    $   (663,164)       $ (2,231,957)
Basic and Fully Diluted Income (loss)/Share            ($       .02)       ($       .08)
(calculated on 28,307,975 shares outstanding)

Net Gain on debt forgiveness                           $  5,787,687        $  5,787,687
Basic and Fully Diluted Net Gain (Loss)/share           $0.20/$0.15         $0.20/$0.15

Net Income (including gain on debt forgiveness)        $  5,124,523        $  3,555,730
Basic and Fully Diluted Net Income (Loss)/Share         $0.18/$0.13         $0.13/$0.09
     calculated on 27,829,106 weighted average shares outstanding, Basic &
     39,327,554 shares, Fully Diluted at 12/31/03 and 28,206,666 weighted shares
     outstanding, Basic & 37,816,622
     shares, Fully Diluted Basis at 9/30/04)
</TABLE>


                                      -37-
<PAGE>

Item 4            None.

Item 5            Other Information

None


ITEM 6   Exhibits and Reports on Form 8-K

      a. Exhibit 10.38 on Form 8-K dated May 6, 2005
      b. Exhibit 10.39 on Form 8-K dated May 17, 2005
      c. Exhibit 10.40 on Form 8-K dated June 24, 2005.
      d. Exhibit 10.41 on Form 8-K dated June 24, 2005.
      e. Exhibit 10.42 on Form 8-K dated June 24, 2005
      f. Exhibit 10.43 on Form 8-K dated June 24, 2005
      g. Exhibit 10.44 on Form 8-K dated June 24, 2005
      h. Exhibit 10.45 on Form 8-K dated June 24, 2005
      i. Exhibit 10.46 on Form 8-K dated June 24, 2005
      j. Exhibit 10.47 on Form 8-K dated June 24, 2005
      k. Exhibit 10.48 on Form 8-K dated June 24, 2005


                                      -38-
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          DALECO RESOURCES CORPORATION

Dated:  August 15, 2005                   By: /s/ Gary J. Novinskie
                                              ----------------------------------
                                              Gary J. Novinskie, President

      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.

                                          DALECO RESOURCES CORPORATION

Date:  August 15, 2005                    /s/ Gary J. Novinskie
                                          -------------------------------------
                                          Gary J. Novinskie
                                          President and Chief Financial Officer

Date: August 15, 2005                     /s/ Alfonso Knoll
                                          -------------------------------------
                                          Alfonso Knoll
                                          Chief Executive Officer


                                      -39-