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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 SECOND 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:  November 18, 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:  November 18, 2004                /s/ Gary J. Novinskie
                                      ---------------------------------------
                                      Gary J. Novinskie
                                      President and Director


Date: November 22, 2004                 /s/ Dov Amir
                                      ---------------------------------------
                                      Dov Amir
                                      Chief Executive Officer and Chairman of
                                      the Board of Directors



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