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

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

For the quarterly period ended March 31, 2004
                               --------------

( )   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
 incorporation or organization)                        Identification Number)

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 March 31, 2004:
28,337,402
Number of shares outstanding of the issuer's Series A preferred stock as of
March 31, 2004: 8,000
Number of shares outstanding of the issuer's Series B preferred stock as of
March 31, 2004: 185,000


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                                   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:  May 28, 2004                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:  May 28, 2004                        /s/ Gary J. Novinskie
                                           -------------------------------
                                           Gary J. Novinskie
                                           President and Director



Date: May 28, 2004                         /s/ Dov Amir
                                           -------------------------------
                                           Dov Amir
                                           Chief Executive Officer and
                                           Chairman of the Board of Directors




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                                  CERTIFICATION


         I, Gary J. Novinskie, certify that:

         1. I have reviewed this quarterly report on First Amended Form 10-QSB
for the quarter ending March 31, 2004 of Daleco Resources Corporation.

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  (a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  (c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

                  (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal controls; and

                  (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and



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         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 28, 2004                        /s/ Gary J. Novinskie
                                           ------------------------------------
                                           Gary J. Novinskie
                                           President and Chief Financial Officer









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In connection with the Quarterly Report of Daleco Resources Corporation (the
"Company") on First Amended Form 10-QSB for the period ending March 31, 2004 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Dov Amir, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:


     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.


                                             /s/ Dov Amir
                                             -----------------------------------
                                             Dov Amir
                                             Chief Executive Officer
                                             May 28, 2004







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