UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




(Mark
one)




x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For
the quarterly period ended December 31,
2009




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




For
the transition period from __________ to __________




Commission
File Number: 0-12214




DALECO
RESOURCES CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
                (State
      or other jurisdiction of
                incorporation
      or organization)
              23-2860734
                (I.R.S.
      Employer
                Identification
      No.)





17
      Wilmont Mews, 5th
      Floor
                West Chester, Pennsylvania
      19382
                (Address
      of principal executive offices) (Zip
                Code)
              (610) 429-0181
                (Registrant’s
      telephone number
                including
      are code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes x    No
 ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).     Yes x    No  ̈




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




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




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




APPLICABLE
ONLY TO CORPORATE ISSUERS:


Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:




Number of
shares outstanding of the issuer's Common Stock as of January 31, 2010: 
45,172,240


Number of
shares outstanding of the issuer’s Series B Preferred Stock as of January 31,
2010:  145,000







DALECO
RESOURCES CORPORATION AND SUBSIDIARIES





TABLE
OF CONTENTS





PAGEPART
      I - FINANCIAL INFORMATIONITEM
      1.
                              CONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      Balance Sheets
                              
                              
                              3Consolidated
      Statements of Operations
                              
                              
                              5Consolidated
      Statements of Cash Flows
                              
                              
                              6Notes
      to Unaudited Consolidated Financial Statements
                              
                              
                              7ITEM
      2.
                              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
      AND RESULTS OF OPERATIONS
                              
                              
                              15ITEM
      3.
                              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUTMARKET
      RISK
                              
                              
                              20ITEM
      4.
                              CONTROLS
      AND PROCEDURES
                              
                              
                              20ITEM
      4T.
                              CONTROLS
      AND PROCEDURES
                              
                              
                              21PART
      II - OTHER INFORMATIONITEM
      1.
                              LEGAL
      PROCEEDINGS
                              
                              
                              21ITEM
      1A.
                              RISK
      FACTORS
                              
                              
                              21ITEM
      2.
                              UNREGISTERED
      SALE OF EQUITY SECURITIES AND USE OFPROCEEDS
                              
                              
                              21ITEM
      3.
                              DEFAULTS
      UPON SENIOR SECURITIES
                              
                              
                              22ITEM
      4.
                              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                              
                              
                              22ITEM
      5.
                              OTHER
      INFORMATION
                              
                              
                              22ITEM
      6.
                              EXHIBITS
                              
                              
                              22SIGNATURES
                              
                              
                              23


-2-





PART
I – FINANCIAL INFORMATION





Item
1. Consolidated Financial Statements.





DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS









December 31
                  2009
                
                
                September 30
                  2009(Unaudited)ASSETSCurrent
      Assets:Cash
      and Equivalents
                
                $
                52,201
                
                
                $
                98,336Accounts
      Receivable
                
                
                307,100
                
                
                
                296,547Other
      Current Assets
                
                
                7,424
                
                
                
                7,424Total
      Current Assets
                
                
                366,725
                
                
                
                402,307Other
      Assets:Patent
      Rights
                
                
                6,594,500
                
                
                
                6,594,500Accumulated
      Amortization of Patent Rights
                
                
                (5,343,979
                )
                
                
                (5,199,616
                )Net
      Patent Rights
                
                
                1,250,521
                
                
                
                1,394,884Prepaid
      Mineral Royalties
                
                
                449,804
                
                
                
                419,879Interest
      Receivable
                
                
                155,532
                
                
                
                150,814Restricted
      Cash Deposits
                
                
                109,317
                
                
                
                109,041Securities
      Available for Future Sale
                
                
                1,583
                
                
                
                1,583Total
      Other Assets
                
                
                1,966,757
                
                
                
                2,076,201Property,
      Plant and Equipment:Mineral
      Properties, at cost
                
                
                9,877,128
                
                
                
                9,877,128Accumulated
      Depreciation, Depletion and Amortization
                
                
                (95,000
                )
                
                
                (95,000
                )Net
      Mineral Properties
                
                
                9,782,128
                
                
                
                9,782,128Oil
      and Gas Properties, at cost
                
                
                4,424,512
                
                
                
                4,424,512Accumulated
      Depreciation, Depletion and Amortization
                
                
                (3,839,045
                )
                
                
                (3,806,195
                )Net
      Oil and Gas Properties
                
                
                585,467
                
                
                
                618,317Office
      Equipment, Furniture and Fixtures, at cost
                
                
                61,502
                
                
                
                79,902Accumulated
      Depreciation
                
                
                (51,548
                )
                
                
                (67,639
                )Net
      Office Equipment, Furniture and Fixtures
                
                
                9,954
                
                
                
                12,263Total
      Net Property, Plant and Equipment
                
                
                10,377,549
                
                
                
                10,412,708TOTAL
      ASSETS
                
                $
                12,711,031
                
                
                $
                12,891,216





SEE ACCOMPANYING NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS




-3-




DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS









December 31
                  2009
                
                
                September 30
                  2009(Unaudited)LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent
      Liabilities:Accounts
      Payable
                
                $
                1,870,506
                
                
                $
                1,839,170Federal
      and State Income Taxes Payable
                
                
                281,295
                
                
                
                277,990Preferred
      Stock Dividends Payable
                
                
                1,771,133
                
                
                
                1,741,895Accrued
      Interest Expense
                
                
                739,578
                
                
                
                705,840Accrued
      Bonus Expense
                
                
                1,373,831
                
                
                
                1,373,831Accrued
      Salary Expense
                
                
                947,410
                
                
                
                944,411Accrued
      Expense Reimbursements
                
                
                24,990
                
                
                
                24,990EV&T
      Note Payable
                
                
                567,213
                
                
                
                567,213CAMI
      Notes Payable
                
                
                514,881
                
                
                
                514,881Note
      Payable - Related Party
                
                
                45,485
                
                
                
                45,485Premium
      Finance Note Payable
                
                
                21,634
                
                
                
                —Note
      Payable - First Regional Bank – Current Portion
                
                
                15,000
                
                
                
                15,000Total
      Current Liabilities
                
                
                8,172,956
                
                
                
                8,050,736Long-term
      Debt:Note
      Payable – First Regional Bank – Long-term Portion
                
                
                41,909
                
                
                
                45,6597.25%
      Convertible Debentures, net of unamortized discount of $12,713 at December
      31, 2009
                
                
                17,287
                
                
                
                —Total
      Long-term Debt
                
                
                59,196
                
                
                
                45,659TOTAL
      LIABILITIES
                
                
                8,232,152
                
                
                
                8,096,395SHAREHOLDERS’
      EQUITY:Preferred
      Stock – 20,000,000 shares authorizedSeries
      A Preferred Stock (outstanding: none)
                
                
                —
                
                
                
                —Series
      B 8% Cumulative Convertible Preferred Stock – par value of $0.01 per share
      (outstanding: 145,000 shares)
                
                
                1,450
                
                
                
                1,450Common
      Stock – 100,000,000 shares authorized – parvalue of $0.01 per share
      (outstanding: 45,100,811 shares)
                
                
                451,008
                
                
                
                451,008Additional
      Paid-in Capital
                
                
                45,424,791
                
                
                
                45,402,515Accumulated
      Deficit
                
                
                (40,818,253
                )
                
                
                (40,480,035
                )Subscriptions
      Receivable
                
                
                (576,000
                )
                
                
                (576,000
                )Accumulated
      Other Comprehensive Loss
                
                
                (4,117
                )
                
                
                (4,117
                )TOTAL
      SHAREHOLDERS’ EQUITY
                
                
                4,478,879
                
                
                
                4,794,821TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                
                $
                12,711,031
                
                
                $
                12,891,216





SEE
ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS


-4-


DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


(UNAUDITED)





2009
                      
                      
                      2008Revenues:Oil
      and Gas Sales
                      
                      $
                      79,252
                      
                      
                      $
                      126,326Well
      Management Revenue
                      
                      
                      66,148
                      
                      
                      
                      65,700Royalty
      Receipts
                      
                      
                      1,800
                      
                      
                      
                      4,200Mineral
      Sales
                      
                      
                      3,506
                      
                      
                      
                      2,417Total
      Operating Revenues
                      
                      
                      150,706
                      
                      
                      
                      198,643Expenses:Lease
      Operating Expenses - Oil and Gas
                      
                      
                      41,480
                      
                      
                      
                      40,056Operating
      Expenses and Other Costs - Minerals
                      
                      
                      2,249
                      
                      
                      
                      19,259Production
      and Severance Taxes – Oil and Gas
                      
                      
                      4,743
                      
                      
                      
                      7,670Depreciation,
      Depletion and Amortization
                      
                      
                      179,522
                      
                      
                      
                      191,096General
      and Administrative Expenses
                      
                      
                      182,963
                      
                      
                      
                      180,465Total
      Expenses
                      
                      
                      410,957
                      
                      
                      
                      438,506Loss
      From Operations
                      
                      
                      (260,251
                      )
                      
                      
                      (239,863
                      )Other
      Income (Expense):Interest
      and Dividend Income
                      
                      
                      5,095
                      
                      
                      
                      7,487Interest
      Expense
                      
                      
                      (53,824
                      )
                      
                      
                      (51,915
                      )Total
      Other Income (Expense), Net
                      
                      
                      (48,729
                      )
                      
                      
                      (44,428
                      )Loss
      Before Income Taxes
                      
                      
                      (308,980
                      )
                      
                      
                      (284,291
                      )Taxes
      Based on Income
                      
                      
                      —
                      
                      
                      
                      —Net
      Loss
                      
                      
                      (308,980
                      )
                      
                      
                      (284,291
                      )Preferred
      Stock Dividends
                      
                      
                      (29,238
                      )
                      
                      
                      (29,238
                      )Net
      Loss Applicable to Common Shareholders
                      
                      $
                      (338,218
                      )
                      
                      $
                      (313,529
                      )Basic
      and Fully Diluted Net Loss per Share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )Weighted-average
      Number of Shares of Common Stock Outstanding
                      
                      
                      45,100,811
                      
                      
                      
                      43,081,346





SEE
ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS


-5-





DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


(UNAUDITED)





2009
                  
                  
                  2008Cash
      Flows From Operating Activities:Net
      Loss
                  
                  $
                  (308,980
                  )
                  
                  $
                  (284,291
                  )Adjustments
      to Reconcile Net Loss to Net Cash Provided by (Used in) Operating
      Activities:Depreciation,
      Depletion and Amortization
                  
                  
                  179,522
                  
                  
                  
                  191,056Stock-based
      Compensation Expense
                  
                  
                  9,419
                  
                  
                  
                  22,464Amortization
      of Discount on 7.25% Convertible Debentures
                  
                  
                  144
                  
                  
                  
                  —Changes
      in Operating Assets and Liabilities:Receivables
                  
                  
                  (15,271
                  )
                  
                  
                  108,245Other
      Current Assets
                  
                  
                  —
                  
                  
                  
                  (126
                  )Prepaid
      Mineral Royalties
                  
                  
                  (29,925
                  )
                  
                  
                  (30,000
                  )Restricted
      Cash Deposits
                  
                  
                  (276
                  )
                  
                  
                  (133
                  )Accounts
      Payable
                  
                  
                  31,336
                  
                  
                  
                  (480,604
                  )Accrued
      Interest Expense
                  
                  
                  33,738
                  
                  
                  
                  31,146Other
      Accrued Expenses
                  
                  
                  6,274
                  
                  
                  
                  (10,258
                  )Net
      Cash Used in Operating Activities
                  
                  
                  (94,019
                  )
                  
                  
                  (452,501
                  )Cash
      Flows From Financing Activities:Payments
      on Notes and Debt
                  
                  
                  (5,812
                  )
                  
                  
                  (26,955
                  )Proceeds
      from Borrowings
                  
                  
                  53,696
                  
                  
                  
                  21,860Net
      Cash Provided By (Used In) Financing Activities
                  
                  
                  47,884
                  
                  
                  
                  (5,095
                  )Net
      Change in Cash and Equivalents
                  
                  
                  (46,135
                  )
                  
                  
                  (457,596
                  )Cash
      and Equivalents at Beginning of Year
                  
                  
                  98,336
                  
                  
                  
                  472,912Cash
      and Equivalents at End of Period
                  
                  $
                  52,201
                  
                  
                  $
                  15,316Supplemental
      Information:Income
      Taxes Paid
                  
                  
                  —
                  
                  
                  
                  —Interest
      Paid
                  
                  $
                  6,085
                  
                  
                  $
                  6,881Supplemental
      Disclosure of Non-cash Transactions:Preferred
      Dividends Accrued, Not Paid
                  
                  $
                  29,238
                  
                  
                  $
                  29,238Discount
      on 7.25% Convertible Debentures Resulting from Beneficial Conversion
      Feature
                  
                  $
                  12,857
                  
                  
                  
                  —





SEE
ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS


-6-





DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008





1.
CONTINUED OPERATIONS AND GOING CONCERN





The unaudited consolidated financial
statements have been prepared on the basis of a going concern which contemplates
that Daleco Resources Corporation and subsidiaries (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. The Company incurred a
net loss of $308,980 for the three months ended December 31, 2009. The ability
of the Company to meet its total liabilities of $8,232,152 and to continue as a
going concern is dependent upon the availability of future funding, achieving
profitability within its mineral segment and ongoing profitability within its
oil and gas operations. If the Company is unable to continue as a going concern,
there is uncertainty relative to full recoverability of its assets.





The Company continues to seek out and
entertain project specific funding commitments and other capital funding
alternatives if and as they become available.





As of December 31, 2009, the Company
and certain of its subsidiaries were in default of certain debt and other
obligations. The holders of these instruments are working with the Company to
achieve the ultimate extinguishment of the obligations.





2.
BASIS OF PRESENTATION




Description
of Business





The Company is a Nevada corporation and
its Articles provide for authorized capital stock of 100,000,000 shares of
common stock and 20,000,000 shares of preferred stock. The Company is a natural
resources holding company whose subsidiaries are engaged in (i) the exploration,
development and production of oil and gas; (ii) the exploration for naturally
occurring minerals; (iii) the marketing and sales of such minerals; and (iv) the
marketing and sales of patented products utilizing the Company’s
minerals.  The Company's assets consist of two separate categories:
oil and gas and non-metallic minerals. The Company’s wholly-owned active
subsidiaries include Westlands Resources Corporation, Deven Resources, Inc., DRI
Operating Company, Inc., Clean Age Minerals, Inc. and CA Properties,
Inc.





Clean Age Minerals, Inc., through its
subsidiary, CA Properties, Inc. (collectively “CAMI”), owns fee interests,
leasehold interests and federal mining claims containing non-metallic minerals
(kaolin and zeolite) in the states of New Mexico, Texas and Utah. CAMI is
presently engaged in the exploration for such minerals and intends to mine the
minerals through the use of contract miners and arrangements with its joint
venture partners. CAMI also owns the CA Series Patented Process which utilizes
many of the minerals owned by or under lease to CAMI for the cleansing,
decontamination and remediation of air, water and soils.





The Company, through its subsidiaries,
Westland Resources Corporation, DRI Operating Company and Deven Resources, Inc.,
owns and operates oil and gas properties in Texas and West Virginia. The Company
owns (a) working interests in wells in Texas and West Virginia and (b)
overriding royalty interests in (i) seventy wells in the Deerlick Coalbed
Methane Field in Alabama and (ii) two wells and undeveloped acreage in
Pennsylvania and (iii) one well in Texas.




-7-


DALECO
RESOURCES CORPORATION AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


Basis
of Presentation


The
unaudited consolidated financial statements included herein have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X.  Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, except as disclosed
herein, there has been no material changes in the information disclosed in the
notes to the consolidated financial statements included in the Company’s annual
report on Form 10-K for the fiscal year ended September 30, 2009. In the opinion
of management, all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three months ended December 31, 2009 are not necessarily indicative of the
results that may be expected for any other interim period or the entire year.
For further information, these unaudited consolidated financial statements and
the related notes should be read in conjunction with the Company’s audited
consolidated financial statements for the fiscal year ended September 30, 2009,
included in the Company’s annual report on Form 10-K (“2009 Annual
Report”).





Unless
otherwise noted, references to “year” pertain to the Company’s fiscal year,
which begins on October 1 and ends on September 30; for example, 2010 refers to
fiscal 2010, which is the period from October 1, 2009 to September 30,
2010.





Certain
reclassifications have been made to prior period financial statements to conform
to the current period presentation.





Significant
Accounting Policies





There
were no changes to the Company’s Significant Accounting Policies from those
disclosed in its 2009 Annual Report.





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 as of 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.





Fair
Value Measurements





The
Company’s only financial instruments are (a) cash, securities available for
future sale, and short-term trade receivables, payables and debt, and (b) a
long-term note payable to a bank. The carrying amounts reported in the
accompanying consolidated financial statements for cash, securities available
for future sale, and short-term trade receivables, payables and debt approximate
fair values because of the immediate nature of short-term maturities of these
financial instruments. Based on the borrowing rates currently available to the
Company for long-term bank loans with similar terms and average maturities, the
carrying amount of long-term bank debt approximates fair value of $56,909 at
December 31, 2009.





Subsequent
Events





We have
evaluated subsequent events after the balance sheet date of December 31, 2009
through the date the financial statements were available to be filed with
the Securities and Exchange Commission (SEC). See Note 8 – Subsequent
Events.





New
Accounting Standards





In
January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06,
Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. ASU 2010-06 amends Codification Subtopic 820-10 to add two
new disclosures: (1) transfers in and out of Level 1 and 2 measurements and the
reasons for the transfers, and (2) a gross presentation of activity within the
Level 3 roll forward. The proposal also includes clarifications to existing
disclosure requirements on the level of disaggregation and disclosures regarding
inputs and valuation techniques. The proposed guidance would apply to all
entities required to make disclosures about recurring and nonrecurring fair
value measurements. The effective date of the ASU is the first interim or annual
reporting period beginning after December 15, 2009, except for the gross
presentation of the Level 3 roll forward information, which is required for
annual reporting periods beginning after December 15, 2010 and for interim
reporting periods within those years.   Early application is
permitted.  The Company is currently assessing the impact that the
adoption will have on its financial statements.


-8-


DALECO
RESOURCES CORPORATION AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008




In
January 2010, the FASB issued two ASU’s that (1) codify SEC Observer comments
made at the June 2009 EITF meeting and (2) make technical corrections to several
SEC sections of the FASB Codification. In general, the two ASU’s do not
change existing practice.  ASU 2010-05, Compensation—Stock Compensation
(Topic 718)—Escrowed Share Arrangements and the Presumption of Compensation,codifies EITF Topic D-110, Escrowed Share Arrangements and the
Presumption of Compensation, which provides the SEC staff's view on when an
escrowed share arrangement involving shareholders is presumed to be compensatory
and the factors to consider when analyzing whether that presumption has been
overcome. The SEC Observer announced the views captured in EITF Topic D-110 at
the June 2009 EITF meeting.   ASU 2010-04, Accounting for Various
Topics—Technical Corrections to SEC Paragraphs, primarily includes
technical corrections to various topics containing SEC guidance as a result of
recently-issued authoritative guidance and updates for Codification
references.   These two ASU’s do not have an impact on the
Company’s financial statements.





In
January 2010, the FASB issued ASU No. 2010-03, Extractive Activities - Oil and Gas
(Topic 932): Oil and Gas Reserve Estimation and Disclosures. The FASB's
objective in issuing the ASU was to align the oil and gas reserve estimation and
disclosure requirements in ASC 932 with the requirements in the SEC final
rule,Modernization of Oil and
Gas Reporting.  The amendments to the Codification in this ASU
are designed to improve the reserve estimation and disclosure requirements of
Topic 932 by: (a)
updating the reserve estimation requirements for recent changes in practice and
technology; and (b)
expanding the disclosure requirements for equity method
investments.  ASU 2010-03 is effective for annual reporting periods
ending on or after December 31, 2009. Entities should apply the adoption of the
amendments as a change in accounting principle inseparable from a change in
estimate. The amendments in ASU 2010-03 specify the required disclosures for the
effect of adoption, and early adoption is not permitted.  The Company
is currently assessing the impact that the adoption will have on its financial
statements.





In
January 2010, the FASB issued ASU No. 2010-02, Consolidation (Topic 810) –
Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope
Clarification. This ASU clarifies that the scope of the decrease in
ownership provisions of Subtopic 810-10 and related guidance applies to (1) a
subsidiary or group of assets that is a business or nonprofit activity; (2) a
subsidiary that is a business or nonprofit activity that is transferred to an
equity method investee or joint venture; and (3) an exchange of a group of
assets that constitutes a business or nonprofit activity for a noncontrolling
interest in an entity (including an equity method investee or joint
venture).  ASU 2010-02 also clarifies that the decrease in ownership
guidance in Subtopic 810-10 does not apply to: (a) sales of in substance real
estate; and (b) conveyances of oil and gas mineral rights, even if these
transfers involve businesses.  The amendments in this ASU expand the
disclosure requirements about deconsolidation of a subsidiary or derecognition
of a group of assets.   ASU 2010-02 is effective beginning in the
period that an entity adopts FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB 51 (now included
in Subtopic 810-10). If an entity has previously adopted Statement 160, the
amendments are effective beginning in the first interim or annual reporting
period ending on or after December 15, 2009. The amendments in ASU 2010-02
should be applied retrospectively to the first period that an entity adopts
Statement 160.   This ASU does not have an impact on the
Company’s financial statements.





In
January 2010, the FASB issued ASU No. 2010-01, Equity (Topic 505): Accounting for
Distributions to Shareholders with Components of Stock and Cash. The
amendments to the Codification in this ASU clarify that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders
can elect to receive in the aggregate is considered a share issuance that is
reflected in earnings per share prospectively and is not a stock dividend. This
ASU codifies the consensus reached in EITF Issue No. 09-E, Accounting for Stock Dividends,
Including Distributions to Shareholders with Components of Stock and
Cash.  ASU 2010-01 is effective for interim and annual periods
ending on or after December 15, 2009, and should be applied on a retrospective
basis.   This ASU currently does not have an impact on the
Company’s financial statements.


-9-





DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008





In
December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810) -
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities, which codifies FASB Statement No. 167, Amendments to
FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB
Interpretation No. 46 (Revised December 2003), Consolidation of Variable
Interest Entities, and changes how a reporting entity determines when an entity
that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated. The determination of whether a reporting
entity is required to consolidate another entity is based on, among other
things, the other entity’s purpose and design and the reporting entity’s ability
to direct the activities of the other entity that most significantly impact the
other entity’s economic performance.  ASU 2009-17 also requires a
reporting entity to provide additional disclosures about its involvement with
variable interest entities and any significant changes in risk exposure due to
that involvement. A reporting entity will be required to disclose how its
involvement with a variable interest entity affects the reporting entity’s
financial statements.  ASU 2009-17 is effective at the start of a
reporting entity’s first fiscal year beginning after November 15, 2009, or the
Company’s fiscal year beginning October 1, 2010. Early application is not
permitted. The Company has not yet determined the impact, if any, which the
provisions of ASU 2009-17 may have on the Company’s financial
statements.





In
December 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860)
- Accounting for Transfers of Financial Assets, which formally codifies
FASB Statement No. 166, Accounting for Transfers of Financial Assets into the
ASC. ASU 2009-16 represents a revision to the provisions of former FASB
Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities and will require more information about
transfers of financial assets, including securitization transactions, and where
entities have continuing exposure to the risks related to transferred financial
assets. Among other things, ASU 2009-16 (1) eliminates the concept of a
“qualifying special-purpose entity”, (2) changes the requirements for
derecognizing financial assets, and (3) enhances information reported to users
of financial statements by providing greater transparency about transfers of
financial assets and an entity’s continuing involvement in transferred financial
assets. ASU 2009-16 is effective at the start of a reporting entity’s first
fiscal year beginning after November 15, 2009, or the Company’s fiscal year
beginning October 1, 2010. Early application is not permitted. The provisions of
ASU 2009-16 are not expected to have a material impact on the Company’s
financial statements.





In
October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing. ASU 2009-15 includes amendments to ASC Topic 470, Debt, (Subtopic 470-20), and
ASC Topic 260, Earnings per
Share (Subtopic 260-10), to provide guidance on share-lending
arrangements entered into on an entity's own shares in contemplation of a
convertible debt offering or other financing.  The provisions of ASU
2009-15 are effective for fiscal years beginning on or after December 15, 2009,
and interim periods within those fiscal years for arrangements outstanding as of
the beginning of those years. Retrospective application is required for such
arrangements.   The provisions of ASU 2009-15 are effective for
arrangements entered into on (not outstanding) or after the beginning of the
first reporting period that begins on or after June 15, 2009. Certain transition
disclosures are also required. Early application is not
permitted.  The provisions of ASU 2009-15 are not expected to have an
impact on the Company’s financial statements.





In
October 2009, the FASB published ASU 2009-14, Software (Topic 985) - Certain
Revenue Arrangements that Include Software Elements. ASU 2009-14 changes
the accounting model for revenue arrangements that include both tangible
products and software elements. Under this guidance, tangible products
containing software components and non-software components that function
together to deliver the tangible product's essential functionality are excluded
from the software revenue guidance in ASC Subtopic 985-605, Software-Revenue
Recognition. In addition, hardware components of a tangible product containing
software components are always excluded from the software revenue
guidance.   The provisions of ASU 2009-14 are effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010, or the Company’s fiscal year
beginning October 1, 2010.  Early adoption is
permitted.  The provisions of ASU 2009-14 are not expected to have an
impact on the Company’s financial statements.


-10-





DALECO
RESOURCES CORPORATION AND SUBSIDIARIES


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008




In
October 2009, the FASB published ASU 2009-13, Revenue Recognition (Topic 605) -
Multiple-Deliverable Revenue Arrangements. ASU 2009-13 addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. Specifically, this guidance amends the criteria in ASC Subtopic 605-25,
Revenue Recognition-Multiple-Element Arrangements, for separating consideration
in multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method. In
addition, this guidance significantly expands required disclosures related to a
vendor's multiple-deliverable revenue arrangements.   The
provisions of ASU 2009-13 are effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010 or the Company’s fiscal year beginning October 1, 2010. Early adoption
is permitted.  The provisions of ASU 2009-14 are not expected to have
an impact on the Company’s financial statements.





In
September 2009, the FASB published ASU No. 2009-12, Fair Value Measurements and
Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent). ASU 2009-12 amends ASC
Subtopic 820-10, Fair Value Measurements and Disclosures—Overall, to permit a
reporting entity to measure the fair value of certain investments on the basis
of the net asset value per share of the investment (or its equivalent). It also
requires new disclosures, by major category of investments, about the attributes
includes of investments within the scope of this amendment to the
Codification.   The provisions of ASU 2009-12 is effective for
interim and annual periods ending after December 15, 2009. Early application is
permitted.  The provisions of ASU 2009-14 is effective for the Company
and did not have an impact on the Company’s financial statements.





On
December 31, 2008, the SEC published final rules and interpretations updating
its oil and gas reporting requirements. Many of the revisions are updates to
definitions in the existing oil and gas rules to make them consistent with the
Petroleum Resource Management System, which is a widely accepted standard for
the management of petroleum resources that was developed by several industry
organizations. Key revisions include the ability to include nontraditional
resources in reserves, the use of new technology for determining reserves,
permitting disclosure of probable and possible reserves, and changes to the
pricing used to determine reserves based on a 12-month average price rather than
a period end spot price. The average is to be calculated using the
first-day-of-the-month price for each of the 12 months that make up the
reporting period. The new rules are effective for annual reports for fiscal
years ending on or after December 31, 2009. Early adoption is not permitted.
This statement is effective for our fiscal year ending September 30, 2010. We
are currently assessing the impact that the adoption will have on the
consolidated financial statements and disclosures.





3.
MINERAL PROPERTIES





The
Company is an exploration stage company in respect to its mineral
holdings.





During
October 2009, the Company entered into an agreement to sell zeolite to be used
in certain agricultural applications including but not limited to feed
supplements and soil additives in a ten state area in the south-central part of
the US.





In
December 2009, the proposed Sierra Kaolin Open Pit Clay Mine project cleared the
regulatory review process and the project’s definitive USDA Forest Service Plan
of Operations was approved. This will facilitate the project moving to the next
phases, including site preparation for extraction operations and the continued
evaluation of potential product specific marketing arrangements with certain
third parties.


-11-


DALECO
RESOURCES CORPORATION AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008





4. PREMIUM FINANCE NOTE
PAYABLE





During
November 2009, the Company entered into a Premium Finance Note Payable for
$23,696 to finance certain insurance premiums.  The maturity date of
the note is October 1, 2010 and the interest rate is 11.2%. Consistent with the
provisions of the note, the Company has been making monthly payments of
principal and interest of $2,285. The balance of the Note at December 31, 2009
is $21,634.





5.
7.25% CONVERTIBLE DEBENTURES





In June
2009, the Company commenced a private placement of up to $500,000 of 7.25%
Convertible Debentures (the “Debentures”). The Debentures are convertible at a
conversion price equal to the greater of either $0.14 per share or an amount
equal to 80% of the average of the closing bid and ask prices of the Common
Stock for the 5 trading days immediately preceding the conversion date. The
Debentures are five (5) year instruments maturing on July 30, 2014, bearing
interest at 7.25 % per annum on the balance outstanding from time to
time.  Interest commences to accrue immediately upon issuance of the
Debentures and will be paid quarterly on each September 30, December 31, March
31 and June 30 for which the Debentures are outstanding.  Payment of
principal will commence on September 30 following the second anniversary of the
closing date of the offering. The Company has extended the offering period for
the Debentures until May 31, 2010, at the request of potential investors. The
Company is utilizing the proceeds of this private placement for general working
capital purposes.





During
the three months ended December 31, 2009, a Director purchased Debentures
totaling $30,000.





Debentures
totaling $30,000 are outstanding at December 31, 2009. The Company recorded a
discount of $12,857 on the Debentures resulting from the beneficial conversion
feature which will be amortized through the maturity date of the Debentures.
Such discount was determined based on the fair value of the Company’s Common
Stock in excess of the conversion price per share as of the commitment date to
purchase the Debentures. During the three months ended December 31, 2009, the
Company recognized $47 of contractual coupon interest and $144 of amortization
of the discount and such amounts are included in interest expense. The effective
interest rate for the three months ended December 31, 2009 was 40%. The
if-converted value of the Debentures at December 31, 2009 exceeds the principal
amount of the Debentures by $12,000.





6.
CAPITAL STOCK





Common
Stock





No shares
of Common Stock were issued during the three months ended December 31,
2009.





Series
B 8% Cumulative Convertible Preferred Stock





No shares
of Series B Preferred Stock were issued or converted to Common Stock during the
three months ended December 31, 2009.


-12-


DALECO
RESOURCES CORPORATION AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


Options
and Warrants to Purchase Common Stock





Number of
                      Options and
                      Warrants
                    
                    
                    Weighted
                      Average Price
                      per ShareOptions
      and Warrants Outstanding at September 30, 2009
                    
                    
                    1,609,805
                    
                    
                    $
                    0.51Options
      Granted
                    
                    
                    1,200,000
                    
                    
                    $
                    0.21Options
      and Warrants Outstanding at December 31, 2009
                    
                    
                    2,809,805
                    
                    
                    $
                    0.38




Summarized
information relating to the stock options to purchase Common Stock outstanding
as of December 31, 2009, is as follows:





Options Outstanding
                  
                  
                  Options ExercisableExercise
                    Price per
                    Share
                  
                  Number of
                    Shares
                    Underlying
                    Options
                    Unexercised
                  
                  
                  Weighted
                    Average
                    Exercise
                    Price
                    Per Share
                  
                  
                  Weighted
                    Average
                    Remaining
                    Life
                    (Years)
                  
                  
                  Number of
                    Shares
                    Underlying
                    Options
                    Exercisable
                  
                  
                  Weighted
                    Average
                    Exercise
                    Price Per
                    Share$0.21-$0.67
                  
                  
                  1,987,500
                  
                  
                  $
                  0.32
                  
                  
                  
                  3.57
                  
                  
                  
                  737,500
                  
                  
                  $
                  0.49





Stock-Based
Compensation





During
the three months ended December 31, 2009, options to purchase 1,200,000 shares
of Common Stock were granted. There are options to purchase 1,987,500 shares of
Common Stock outstanding as of December 31, 2009, of which options to purchase
1,800,000 shares are held by current officers, Directors and employees of the
Company (“Insiders”).  The exercise prices for the options held by
Insiders range from $0.21 per share to $0.67 per share.





In accordance with FASB ASC Topic
718, Compensation – Stock
Compensation, the Company recorded stock-based compensation expense for
the three months ended December 31, 2009 and 2008 of $9,419 and $22,464,
respectively, relating to stock options granted to insiders. Such expense is
included in General and Administrative Expenses. No tax benefit has been
recognized. Compensation costs are based on the fair value at the grant
date.  The fair value of the options has been estimated by using the
Black-Scholes option-pricing model with the following assumptions: risk free
interest rates between 2.43% and 4.16%; expected life of three to seven years;
and expected volatility between 37% and 106%.





Net
Income (Loss) Per Share





Net
income (loss) per share is computed in accordance with FASB ASC Topic 260, Earnings per Share. Basic net
income (loss) per share is calculated by dividing the net income (loss)
available to common stockholders by the weighted average number of shares
outstanding during the year. Diluted earnings per share reflect the potential
dilution of securities that could share in earnings of an entity. In a loss
year, dilutive common equivalent shares are excluded from the loss per share
calculation as the effect would be anti-dilutive.





Options
and warrants to purchase shares of Common Stock were outstanding during the
periods but have not been included in the computation of diluted earnings per
share because such shares would have an anti-dilutive effect on net loss per
share. The shares of Common Stock issuable upon the conversion of the 7.25%
Convertible Debentures (see Note 5) have not been included in the computation of
diluted earnings per share because such shares would have an anti-dilutive
effect on net loss per share. No other adjustments were made for purposes of per
share calculations.


-13-


DALECO
RESOURCES CORPORATION AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


Payment
of Accrued Dividends





There
were no cash dividend payments in respect to either series of Preferred Stock
during the three months ended December 31, 2009 and 2008.





7.
PENDING LITIGATION





During
October 2009, a working interest owner commenced an action against a subsidiary
of the Company in the District Court of Burleson County, Texas, for an
accounting of expense and revenues for six wells.  The subsidiary,
through its Texas counsel, has filed a general denial of the
claim.  In November 2009, such subsidiary provided the plaintiff with
a complete accounting for all wells in question. The plaintiff has not responded
to the documents and information provided to it.





8.
SUBSEQUENT EVENTS





During
January 2010, the Company issued Debentures totaling $25,000. A purchaser of
$10,000 of the Debentures elected to immediately convert such holding into
Common Stock at an average conversion price of $0.14 per share; accordingly, the
Company issued 71,429 shares of Common Stock.





In
January 2010, the Company borrowed $40,000 from a Director which the Company
used to satisfy certain delinquent payables.





On
February 4, 2010, the Company entered into a License Agreement concerning two US
method patents for the treatment of wastewaters.  The license applies
to the US and covers the use of the technology in water, wastewater and waste
treatment in animal feed operations, agriculture, and aquaculture. In addition,
the license applies to the treatment of sanitary wastewater on Federal
facilities, military bases and lands administered by the US Bureau of Indian
Affairs.





Management
performed an evaluation of Company activity through February 12, 2009, the
date the unaudited consolidated financial statements were issued, and
concluded that there are no other significant subsequent events requiring
disclosure.


-14-




Item 2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.





FORWARD
LOOKING STATEMENTS





This
Quarterly Report on Form 10-Q contains forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.





The
following discussion is intended to inform existing and potential security
holders generally of some of the risks and uncertainties that can affect the
Company and to take advantage of the “safe harbor” protection for
forward-looking statements afforded under Federal securities
laws.  From time to time, management or persons acting on the
Company’s behalf make forward-looking statements to inform existing and
potential security holders about the Company.  Forward-looking
statements are generally accompanied by words such as “estimate,” “project,”
“predict,” “believe,” “expect,” “anticipate,” “plan” or other words that convey
the uncertainty of future events or outcomes.





Except
for statements of historical or present facts, all other statements contained in
this report are forward-looking statements.  The forward-looking
statements may appear in a number of places and include statements with respect
to, among other things,  business objectives and strategic plans;
operating strategies; acquisition strategies; drilling of wells; oil and gas
reserve estimates (including estimates of future net revenues associated with
such reserves and the present value of such future net revenues); estimates of
future production of oil, natural gas and minerals; expected results or benefits
associated with recent acquisitions; marketing of oil, gas and minerals;
expected future revenues and earnings, and results of operations; future
capital, development and exploration expenditures; expectations regarding cash
flow and future borrowings sufficient to fund ongoing operations and debt
service, capital expenditures and working capital requirements; nonpayment of
dividends; expectations regarding competition; impact of the adoption of new
accounting standards and the Company’s financial and accounting systems; and
effectiveness of the Company’s control over financial reporting.





These
statements by their very nature are subject to certain risks, uncertainties and
assumptions and will be influenced by various factors.  Should any of
the assumptions underlying a forward-looking statement prove incorrect, actual
results could vary substantially.





Various
risk factors could cause actual results to differ materially from those
expressed in forward-looking statements, including, without limitation, the
following:





·
            volatility
      of the market price for both crude oil and natural
  gas;


·
            volatility
      of the market price for the Company’s
minerals;


·
            market
      capacity and demand for the Company’s
minerals;


·
            the
      timing, effects and success of the Company’s acquisitions, exploration and
      development activities;


·
            the
      timing, quantity and marketability of
  production;


·
            effectiveness
      of management’s strategies and
decisions;


·
            competition;


·
            changes
      in the legal and/or regulatory environment and/or changes in accounting
      standards;


·
            policies
      and practices or related interpretations by auditors and/or regulatory
      agencies;


·
            climatic
      conditions; and


·
            unanticipated
      problems, issues or events.





Many, if
not all, of these factors are beyond the Company’s control and are impossible to
predict.  These factors are not intended to represent an exhaustive
list of the general or specific facts or factors that may affect the
Company.


-15-





All
forward-looking statements speak only as of the date made.  All
subsequent forward-looking statements are expressly qualified in their entirety
by the cautionary statements above.  Except as may be required by law,
the Company undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the forward-looking
statement is made or to reflect the occurrence (or non-occurrence) of
anticipated or unanticipated events or circumstances.





RESULTS
OF OPERATIONS





For
the three months ended December 31, 2009 and 2008:





2009
                    
                    
                    2008Revenues
                    
                    $
                    150,706
                    
                    
                    $
                    198,643Net
      Loss
                    
                    $
                    (308,980
                    )
                    
                    $
                    (284,291
                    )Oil
      and Gas Production and Cost Information:Production:Oil
      (Bbl)
                    
                    
                    495
                    
                    
                    
                    1,018Gas
      (Mcf)
                    
                    
                    7,825
                    
                    
                    
                    9,026Average
      Price:Oil
      (per Bbl)
                    
                    $
                    72.98
                    
                    
                    $
                    57.94Gas
      (per Mcf)
                    
                    $
                    5.51
                    
                    
                    $
                    7.46Mcfe
                    
                    $
                    7.34
                    
                    
                    $
                    8.35Lease
      Operating Expenses and Production and Severance Taxes per
    Mcfe
                    
                    $
                    4.28
                    
                    
                    $
                    3.15





Bbl   =
One barrel of oil or condensate


Mcf   =
One thousand cubic feet


Mcfe =
One thousand cubic feet gas equivalent





OIL
AND GAS OPERATIONS





Oil
and Gas Sales





Oil and
Gas Sales decreased to $79,252 for the three months ended December 31, 2009 from
$126,326 for three months ended December 31, 2008. The decrease in oil and gas
production experienced during the three months ended December 31, 2009 is
primarily a result of wells being “off-line” for repair and declines in the
producing gas-oil ratio from certain producing wells operated by the Company in
Texas.





Well
Management Revenue





Well
Management Revenue increased to $66,148 for the three months ended December 31,
2009 from $65,700 for three months ended December 31, 2008.





Lease
Operating Expenses and Production and Severance Taxes





Lease
Operating Expenses and Production and Severance Taxes decreased to $46,223 for
the three months ended December 31, 2009 from $47,726 for three months ended
December 31, 2008. The increase in Lease Operating Expenses and Production and
Severance Taxes per Mcfe is primarily the result of the decrease in production
of oil and gas.


-16-




Depreciation,
Depletion and Amortization: Oil and Gas





Depreciation,
depletion and amortization (“DD&A”) totaled $32,850 and $46,492 for the
three months ended December 31, 2009 and 2008, respectively. Such decrease is
primarily the result of the decrease in production of oil and gas.





MINERALS
OPERATIONS





The
Company is an Exploration Stage company in respect to its mineral
holdings.  In December 2009, the proposed Sierra Kaolin Open Pit Clay
Mine project cleared the regulatory review process and the project’s definitive
USDA Forest Service Plan of Operations was approved. This will facilitate the
project moving to the next phases, including site preparation for extraction
operations and the continued evaluation of potential product specific marketing
arrangements with certain third parties.





Minerals
Sales





Minerals sales totaled $3,506 and
$2,417 during the three months ended December 31, 2009 and 2008, respectively.
During October 2009, the Company entered into an agreement to sell zeolite to be
used in certain agricultural applications including but not limited to feed
supplements and soil additives in a ten state area in the south-central part of
the US. The Company made initial shipments during the three months ended
December 31, 2009.





Minerals
Exploration Expenses





The
Company did not incur minerals exploration expenses during the three months
ended December 31, 2009 and 2008. These expenses are primarily for costs
associated with the exploration and quantification of mineral resources and
mineral reserves. Such expenses related to the kaolin reserves were the
responsibility of the Company’s partner.





Minerals
Operating Expenses and Other Costs





Minerals
operating expenses and other costs totaled $2,249 and $19,259 for the three
months ended December 31, 2009 and 2008, respectively. The decrease is primarily
attributable to the Company incurring no expenses related to its calcium
carbonate minerals in the three months ended December 31, 2009. During the
fiscal 2009, the Company determined that additional efforts to develop its
calcium carbonate minerals in New Mexico were no longer warranted.





Depreciation,
Depletion and Amortization: Minerals





Depreciation,
depletion and amortization totaled $145,030 and $144,564 for the three months
ended December 31, 2009 and 2008, respectively. Such amounts include
amortization of Technology and Patent Rights of $144,363 and $144,363 in the
three months ended December 31, 2009 and 2008, respectively.





GENERAL
AND ADMINISTRATIVE EXPENSES





General
and administrative expenses totaled $182,963 and $180,465 for the three months
ended December 31, 2009 and 2008, respectively.  The Company recorded
stock-based compensation expense of $9,419 and $22,464 for the three months
ended December 31, 2009 and 2008, respectively.





INTEREST
EXPENSE





Interest
expense totaled $53,824 and $51,915 for the three months ended December 31, 2009
and 2008, respectively. During the three months ended December 31, 2009, the
Company recognized $47 of contractual coupon interest and $144 of amortization
of the discount relating to the 7.25% Convertible Debentures as discussed in
Note 5 of the Notes to Unaudited Consolidated Financial
Statements.


-17-





LIQUIDITY
AND CAPITAL RESOURCES





The
Company’s cash flow used in operating activities was $94,019 and $452,501 for
the three months ended December 31, 2009 and 2008, respectively. Funds have been
and are being deployed in efforts to enhance the commercial viability of the
Company’s existing resource assets, to identify potential expansion
opportunities and to retire obligations associated with the Company’s assets.
The Company’s net cash at December 31, 2009 was $52,201.





Liquidity
is a measure of a Company’s ability to access cash.  The Company has
historically addressed its long-term liquidity requirements through the issuance
of equity securities and borrowings or debt financing for certain
activities.





At
present, the Company does not have in place a credit facility or other line of
credit upon which it may draw. As operating activities increase, the Company
will evaluate the need for such a credit facility.   For desired
acquisitions or project enhancements, the Company must seek project specific
financing.  None of the Company’s properties are
encumbered.





The
prices the Company receives for its oil and gas and the level of production have
a significant impact on the Company’s cash flows.  The Company is
unable to predict, with any degree of certainty the prices the Company will
receive for its future oil and gas production and the success of the Company’s
exploration, exploitation and production activities.  Increases in the
sales of the Company’s minerals, which to date have not been mined in
substantial commercial quantities, will also affect cash flow.





In an
effort to address the liquidity shortfall, the Company has instituted cost
containment procedures including staff decreases, sold certain of its oil and
gas properties, and is evaluating the sale of certain additional oil and gas
properties. It may take months and possibly longer to sell these properties at a
suitable price. The market is affected by many factors, such as general economic
conditions, availability of financing, interest rates and other factors,
including supply and demand that are beyond our control. We cannot predict
whether we will be able to sell a property for the price or on terms acceptable
to us or whether any price or other terms offered by a prospective purchaser
would be acceptable to us. We cannot predict the length of time needed to find a
willing purchaser and to close the sale of any property.





In March
2008, the Company entered into an agreement to sell its interests in certain
operated gas wells and related gas gathering system in West Virginia with cash
consideration to the Company of $150,000 of which $100,000 was received in April
2008. In May 2008, the Company sold its interests in certain oil and gas
properties (primarily undeveloped acreage) in Pennsylvania for
$250,000.





During
June 2009, the Company offered a Private Placement under the provisions of
Regulation D promulgated under the Securities Act of 1933, as amended (the “2009
Private Placement”). Private Placement consists of up to Five Hundred Thousand
Dollars ($500,000) of 7.25% Convertible Debentures (“Debentures” or
“Debenture”).  The Debentures offered by the Company, are five (5)
year instruments maturing on July 30, 2014, bearing interest at seven and one
quarter percent (7.25 %) per annum on the balance outstanding from time to
time.  Interest will commence to accrue immediately upon issuance of
the Debentures and will be paid quarterly on each September 30, December 31,
March 31 and June 30, which the Debentures are outstanding.  Payment
of principal will commence on September 30 following the second anniversary of
the Closing Date of this Offering.  The Company extended the offering
period for the Debentures until May 31, 2010 at the request of potential
investors.





Through
December 31, 2009, this private placement raised $158,500 (net of fees and
expenses) for the Company. Through September 30, 2009, all of the purchasers of
the Debentures elected to immediately convert such holdings into shares of
Common Stock at an average conversion price of $0.14 per share and, accordingly,
the Company has issued 1,019,465 shares of Common Stock.





During
January 2010, the Company issued Debentures totaling $25,000. The Company is
utilizing the proceeds of this private placement for general working capital
purposes.


-18-





In
January 2010, the Company borrowed $40,000 from a Director which the Company
used to satisfy certain delinquent payables.





COMMERCIALIZATION
OF MINERAL ASSETS





During
fiscal 2009, the Company determined that additional efforts to develop its
calcium carbonate minerals in New Mexico were no longer warranted. The Company
is continuing to pursue plans to commercialize its kaolin and zeolite deposits
which are critical for the Company to achieve profitability and establishing the
Company as a market innovator in industrial minerals. Those plans have
progressed from the data acquisition and analysis phase into ongoing mineral
processing and facility design phase. The Company and its current partner and
potential other partners are actively investigating various commercial
applications for its mineral based products. The Company continues to focus on
establishing business and or financial relationships that will provide the
necessary capital to effectively exploit its kaolin and zeolite mineral resource
holdings.  With respect to the Company’s zeolite deposit, certain
initial small scale tests have progressed to the point where larger scalable
pilot tests of commercial applications are to be initiated.





Zeolite





During
October, 2009, the Company entered into an agreement to sell zeolite to be used
in certain agricultural applications including but not limited to feed
supplements and soil additives in a ten state area in the south-central part of
the US. The Company made initial shipments during the three months ended
December 31, 2009.





On
February 4, 2010, the Company entered into a License Agreement concerning two US
method patents for the treatment of wastewaters.  The license applies
to the US and covers the use of the technology in water, wastewater and waste
treatment in animal feed operations, agriculture, and aquaculture. In addition,
the license applies to the treatment of sanitary wastewater on Federal
facilities, military bases and lands administered by the US Bureau of Indian
Affairs.





Kaolin





The
efforts of the Company and Tecumseh Professional Associates LLC to evaluate the
Sierra Kaolin deposit are progressing. The venture’s efforts to commercialize
the Sierra Kaolin deposit have focused on an initial target area encompassing
approximately 32 acres out of the project’s 2,740 acres. The test minerals
extracted from the target area have been processed into product formulations
determined by independent consultants to be suitable for coatings, fillers and
pigments for use within the paint and paper manufacturing industries. The
analysis results of the processed minerals with respect to its physical
properties such as but not limited to, brightness, color, opacity, oil
absorption have indicated that commercially viable products can be produced from
the deposit’s extracted minerals.





The
venture, with the assistance of its consultants, has begun technical
presentations of the product formulations to entities active on both the demand
and supply sides of the coatings, fillers and pigments sectors of the paint and
paper industries. Preliminary feedback from these initial presentations has been
encouraging and has led to follow-up discussions and submission of product
samples for prospective application testing. The final results of these
inquiries and testing are expected over the next several months. Tecumseh, as
the project’s manager, is proceeding with its efforts to prepare the mineral
deposit site for production. In December 2009, the proposed Sierra Kaolin Open
Pit Clay Mine project cleared the regulatory review process and the project’s
definitive USDA Forest Service Plan of Operations was approved. This extraction
permit will facilitate the project moving to the next phases, including site
preparation for extraction operations and the continued evaluation of potential
product specific marketing arrangements with certain third parties.





OFF-BALANCE
SHEET ARRANGEMENTS





The
Company has no “off-balance sheet arrangements” and does not expect to enter
into any such arrangements in the foreseeable future.


-19-





NEW
ACCOUNTING STANDARDS





For
details of applicable new accounting standards, please, refer to Note 2 of the
Notes to Unaudited Consolidated Financial Statements.





Item
3. Quantitative and Qualitative Disclosures About Market
Risk.





None.





Item
4. Controls and Procedures.





(a) Evaluation of Disclosure Controls
and Procedures. As of the end of the period covered by this Quarterly
Report on Form 10-Q, our Interim Chief Executive Officer/President/Chief
Financial Officer evaluated, with the participation of management, the
effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)). Based upon this evaluation, our Interim Chief
Executive Officer/President/Chief Financial Officer has concluded that our
disclosure controls and procedures were effective as of December 31, 2009 to
ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms.





On December 31, 2009, the Company had
two employees and engaged the Chief Accounting Officer on a consulting
basis.  All day-to-day financial matters are overseen by the Interim
Chief Executive Officer/President/Chief Financial Officer with oversight by the
Board of Directors.  All contracting by the Company, for other than
everyday items, is done with the approval of the entire Board of
Directors.





In light of the size of the Company,
its limited cash flow and the transparency of its actions, the Company has
instituted a limited number of formal controls and procedures in addition to
those required under the Sarbanes Oxley Act of 2002 related to the composition
of its Board of Directors and the establishment of various Board Committees.
These policies include an Employee Manual outlining procedures relating but not
limited to employee dispute resolution and issues related to “controlled
substances” and policies in handling the recordation and transfer of funds. Any
problem which cannot be resolved internally or which an employee does not desire
to discuss with a superior may be discussed with counsel or an independent
member of the Board of Directors.




The Interim Chief Executive
Officer/President/Chief Financial Officer, with the assistance of the Audit
Committee, established, consistent with the provisions of Rule 13a-15(f) and
Rule 15d-15(f) of the '34 Act, a procedure and check list for the filing of all
information and reports required by the Securities and Exchange Act of 1934, as
amended and the Sarbanes-Oxley Act ("SOX"). Since the Company employs only two
people, as of the filing date, the Company's Interim Chief Executive
Officer/President/Chief Financial Officer is responsible for reporting and
filing reports. In addition to the mandatory filing requirements established by
the Securities and Exchange Commission, OTC:BB (the exchange on which the
Registrant's stock is traded) and SOX, the Registrant has taken the position
that any transaction that could impact the value of the Company or the Company's
stock by five percent or greater requires disclosure. All press releases are
published by the Company only after submittal to the Board of Directors and
counsel for review, comment and approval.





The Company's internal controls over
financial reporting and record maintenance have been developed by the Company as
approved by the Board of Directors.  These procedures are for the
detailed and accurate recordation of all transactions in which the Company is
involved and the disposition of assets. They provide reasonable assurance that
the transactions recorded permit the accurate preparation of financial
statements in accordance with generally accepted accounting principals and that
receipt and expenditures of the Company are being made only in accordance with
authorization of management.  The controls provide reasonable
assurances regarding the prevention and timely detection of unauthorized use of
Company assets and acquisition or disposition of the Company's assets that could
have a material effect on the Company's financial statements.


-20-





(b) Changes in Internal Control Over
Financial Reporting. No changes were made to our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





Code
of Ethics





The Board of Directors of the Company
has adopted a Code of Ethics (see Exhibit 14.1to the Company’s Annual
Report on Form 10-KSB for the fiscal year ended September 30, 2007)for
all of the Company's employees, officers and Directors.  Each officer
and Director of the Company annually affirms that he has read the Company’s Code
of Ethics and agrees to be bound thereby.





Item
4T. Controls and Procedures.





See Item
4 above.





PART
II. OTHER INFORMATION





Item
1. Legal Proceedings.





None





Item
1A. Risk Factors.





Not
required for smaller reporting companies.





Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.





June
2009 Private Placement





During June 2009, the
Company offered a Private Placement under the provisions of Regulation D
promulgated under the Securities Act of 1933, as amended (the “2009 Private
Placement”). Private Placement consists of up to Five Hundred Thousand Dollars
($500,000) of 7.25% Convertible Debentures (“Debentures” or
“Debenture”).  The Debentures offered by the Company, are five (5)
year instruments maturing on July 30, 2014, bearing interest at seven and one
quarter percent (7.25 %) per annum on the balance outstanding from time to
time.  Interest will commence to accrue immediately upon issuance of
the Debentures and will be paid quarterly on each September 30, December 31,
March 31 and June 30, which the Debentures are outstanding.  Payment
of principal will commence on September 30 following the second anniversary of
the Closing Date of this Offering. The debentures are convertible at a
conversion price equal to the greater of either $0.14 per share or an amount
equal to 80% of the average of the closing bid and ask prices of the Common
Stock for the 5 trading days immediately preceding the conversion
date.  The Company extended the offering period for the Debentures
until at the request of potential investors. Through December 31, 2009, this
private placement raised $158,500 (net of fees and expenses) for the Company.
The Company is utilizing the proceeds of this private placement for general
working capital purposes.





Through
September 30, 2009, all of the purchasers of the Debentures elected to
immediately convert such holdings into shares of Common Stock at an average
conversion price of $0.14 per share and, accordingly, the Company has issued
1,019,465 shares of Common Stock. As of September 30, 2009, this private
placement had raised $128,500 (net of fees and expenses totaling $14,225) for
the Company.





During
the three months ended December 31, 2009, the Company issued Debentures totaling
$30,000.


-21-





Options
to Purchase Common Stock





In
December 2009, the Board of Directors granted options to purchase 1,200,000
shares of Common Stock to two Directors and the Interim Chief Executive
Officer/President/Chief Financial Officer/Director. The options are exercisable
through December 2014 at an exercise price of $0.21 per share.  The
options vest 50% in December 2010 and 25% in each of December 2011 and
2012.





Item
3. Defaults Upon Senior Securities.





None





Item
4. Submission of Matters to a Vote of Security Holders.





None





Item
5. Other Information.





The Company's Common Stock is traded on
the Over the Counter Market, Bulletin Board ("OTC:BB") symbol
“DLOV.”





Item
6. Exhibits.





ExhibitNumber
              
              Description – Located at31.1
              
              Certification
      of CEO under Section 302 of the Sarbanes-Oxley Act of 2002 - Filed
      Herewith31.2
              
              Certification
      of CFO under Section 302 of the Sarbanes-Oxley Act of 2002 - Filed
      Herewith32.1
              
              Certification
      of CEO under Section 906 of the Sarbanes-Oxley Act of 2002 - Filed
      Herewith32.2
              
              Certification
      of CFO under Section 906 of the Sarbanes-Oxley Act of 2002 - Filed
      Herewith





The Registrant incorporates by
reference its Exhibit List as attached to its annual report on Form 10-K for the
fiscal year ended September 30, 2009.


-22-





SIGNATURES





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





DALECO
      RESOURCES CORPORATIONDated:  February
      12, 2010
                  /s/ Gary J. NovinskieGary
      J. NovinskieInterim
      Chief Executive Officer, President, ChiefFinancial
      Officer and Director (Principal Executive Officerand
      Principal Financial Officer)Dated:  February
      12, 2010
                  /s/ Richard W. BlackstoneRichard
      W. BlackstonePrincipal
      Accounting Officer


-23-