SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


----------------------------------


FORM
10-KSB





Annual
report pursuant to Section 13 or 15(d) of


The
Securities Exchange Act of 1934.





For the
year ended December 31, 2007





Commission
file number 000-32477





EAST
DELTA RESOURCES CORP.


(exact
name of small business issuer as specified in its charter)





Delaware


(State or
other jurisdiction of


incorporation
or organization)





98-0212726


(IRS
Employer Identification No.)





Suite
600, 447 St-Francis Xavier St., Montreal, Quebec, Canada H2Y 2T1


(Address
of principal executive offices)





(514)
845-6448


(Registrant's
telephone number)





Securities
registered pursuant to Section 12(b) of the Act:





Securities
registered pursuant to Section 12(g) of the Act:    Common
shares par value $0.0001





Check
whether the issuer (1) filed all reports required to be filed by Section 13 of
15(d) of the Exchange Act during the past 12 months, and (2) has been subject to
such filing requirements for the past 90 days. YES x   NO
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
registrant's best knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes ̈   Nox





The
aggregate market value of voting stock held by non-affiliates of the Registrant:
$9,009,238





As of
April 10, 2008, the Registrant had 55,848,842 of its Common Stock
outstanding.





Transitional
Small Business Disclosure Format (Check One): Yeso Nox








1





INDEX TO
FORM 10-KSB


FOR THE
YEAR ENDED DECEMBER 31, 2007










PART
      IITEM
      1.
            DESCRIPTION
      OF BUSINESS
            
            
            3ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            
            
            14ITEM
      3.
            LEGAL
      PROCEEDINGS
            
            
            14ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            
            14PART
      IIITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES
            
            
            15ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
            
            
            16ITEM
      7.
            FINANCIAL
      STATEMENTS
            
            
            22ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            
            
            34ITEM
      8A.
            CONTROLS
      AND PROCEDURES
            
            
            34ITEM
      8B.
            OTHER
      INFORMATION
            
            
            35PART
      IIIITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT
            
            
            36ITEM
      10.
            EXECUTIVE
      COMPENSATION
            
            
            37ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
            
            
            38ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            
            
            38ITEM
      13.
            EXHIBITS
            
            
            38ITEM
      14.
            PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
            
            
            38SIGNATURES
            
            
            39EXHIBITS




2




PART
I





THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A “SAFE HARBOR” FOR
FORWARD-LOOKING STATEMENTS.  This Form 10-KSB contains statements that
are not historical facts.  These statements are called
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  These statements involve important known and unknown risks,
uncertainties and other factors and can be identified by phrases using
“estimate,” “anticipate,” “believe, “ project,” “expect,” “intend,” “predict,”
“potential,” “future,” “may,” “should” and similar expressions or
words.  Our future results, performance or achievements may differ
materially from the results, performance or achievements discussed in the
forward-looking statements.  There are numerous factors that could
cause actual results to differ materially from the results discussed in
forward-looking statements, including:





·Changes in existing laws or the introduction of new laws, regulations or
policies that could affect our business practices:  these laws,
regulations or policies could impact our industry as a whole, or could impact
only those portions in which we are currently active.


·Changes in economic conditions, including changes in interest rates,
financial market performance and our industry: these types of changes can impact
the economy in general, resulting in a downward trend that impacts not only our
business, but all companies with which we compete; or, the changes can impact
only those parts of the economy upon which we rely in a unique
fashion.


·The estimation of mineral resources and the realization of
mineral resources, if any, based on mineral resource estimates;
 · The timing of exploration, development and production activities and estimated
future production, if any;
 · Estimates related to costs of production, capital, operating and exploration
expenditures;
 · Requirements
for additional capital and our ability to raise additional capital;






·Changes in government regulations: these regulations could have a
negative impact on our earnings; for example, laws that could increase our costs
of operations.


·Changes in relationships with our Chinese partner and/or suppliers: an
adverse change in our relationships with our partners and/or suppliers would
have a negative impact on our revenues and financial position.


·Armed conflicts and other military actions: the considerable political
and economic uncertainties resulting from these events, could adversely affect
our order intake and sales, particularly in the insurance market.


·Factors that we have discussed in previous public reports and other
documents filed with the Securities and Exchange Commission.





This list
provides examples of factors that could affect the results described by
forward-looking statements contained in this Form 10-KSB.  However,
this list is not intended to be exhaustive; many other factors could impact our
business and it is impossible to predict with any accuracy what factors could
result in which negative impacts.  Although we believe that the
forward-looking statements contained in this Form 10-KSB are reasonable, we
cannot provide you with any guarantee that the anticipated results will be
achieved.  All forward-looking statements in this Form 10-KSB are
expressly qualified in their entirety by the cautionary statements contained in
this section and you are cautioned not to place undue reliance on the
forward-looking statements contained in this Form 10-KSB.  In addition
to the risks listed above, other risks may arise in the future, and we disclaim
any obligation to update information contained in any forward-looking
statement.




ITEM
1. Description of Business





(a)
Business Development





East
Delta Resources Corp., formerly Avic Technologies Ltd., (“we”, or the "Company"
or "EDLT"), a Delaware corporation, was incorporated on March 4, 1999. We have
not been involved with any bankruptcy, receivership or similar
proceedings.





In June
of 2004, we acquired all the assets of a Delaware mining enterprise, as
described below, and took on its name and business activities.





(b)
Business of Issuer





Initially,
the main business goal of EDLT was to provide technical services, offering small
and medium sized construction contractors access to our expertise in the
building materials industry, and to enter into the manufacture of window frames
in the People’s Republic of China (“PRC” or “China”). The Company later
established an office in Beijing, China, and the success of the venture was
dependent on concluding a joint venture agreement with Shenzhen Li Zheng
Industrial Ltd., of Shenzhen, Guangdong.





This
joint venture was never realized, and in December 2001, the Board of Directors
of EDLT decided to close its China operations and re-orient the business goal of
the Company elsewhere. Eventually, after several unsuccessful attempts at new
undertakings, the Board was presented with an opportunity in the mining industry
and decided to enter this field and maintain its geographic focus on China. On
February 4, 2004, the Company signed a share Exchange (and Purchase) Agreement
to acquire all common and voting shares of East Delta Resources Corp., a
Delaware corporation, who subsequently changed its name to Omega Resources Inc.
(“Omega”). Omega through its wholly owned Canadian subsidiary, Amingo Resources
Inc., was in the business of exploration and mining of
gold and other precious metals, primarily in China.





3




On May 5,
2004, we changed our name to East Delta Resources Corp. and the NASD assigned us
a new trading symbol, EDLT. On June 30, 2004, the purchase/merger was finalized
and we acquired 100% of the common shares of Omega Resources Inc. (fka, East
Delta Resources Corp.) and subsequently took on the business of Omega Resources
Inc. and its then subsidiary Amingo Resources.





Business
Description





The
Company is headquartered in Montreal, Quebec and now has as its business
objective to profit from the recent worldwide revival of interest in precious
and base metals. Our primary activity is in gold exploration, development and
production. We also plan to participate in other mineral exploration and mining,
specifically, nickel, zinc and lead. Our geographic focus is in growth mining
regions located mostly in China and Southeast Asia. Our goal is to establish
ourselves, in these areas, as a major force in the mining industry by bringing
together our network of financing sources, management expertise, the latest
mining technology and extensive local industry contacts. We also operate through
a wholly owned Canadian subsidiary, Amingo Resources Inc. of Montreal, Quebec
and a Chinese Joint Venture company Guizhou-Amingo Resources Inc.





Business
Opportunity





Despite
the presence in China of a sizable number of “Western” resource companies, the
modern mining industry in China can still be considered to be in its infancy,
with huge tracts of land completely unexplored, under-explored or
under-developed. In addition to developing new properties, many existing mining
operations have great potential to be further exploited, as the lack of adequate
funding has prevented the acquisition of up-to-date and efficient methods and
equipment. The central and local governments have long recognized these problems
and have become very amenable to doing business with foreign
companies.





Business
Strategy





We plan
to develop our business mostly through acquisitions and/or joint ventures with
local participants in project that we expect to have substantial equity and
management control. We do not view ourselves as a “pure exploration company”.
Priority is to be given to the more advanced potential mining properties;
projects where most of the exploration and pre-feasibility study work have
already been done. The objective is to become the owner of producing mines in
the shortest term possible and with exploration risks mitigated as much as
possible. With profit potential adequately demonstrated and funding available, a
new plant can be in production in as quick as twelve months. Currently, in
China, all major new gold facilities using modern technology and equipment and
capable of producing large amounts of gold are still fully controlled by the
central government. Thus, EDLT’s and Amingo’s main targets are the small to
medium sized gold and base metals projects.





We have
implemented a two-pronged approach to our business development. First, we
acquired rights to a substantive property that, based on exploratory work done
to date has a reasonable probability of developing into a major gold mining
operation. This property has become the focus of our efforts. In addition, we
are concentrating on acquiring small to medium sized producing gold mines that
can be expanded and made more efficient through modern management techniques and
equipment, bringing revenue to our bottom line as rapidly as
possible.





Chinese
Business Climate





Regulatory
Obligations




Exploration
for and exploitation of mineral resources in China is governed by the Mineral
Resources Law of the PRC of 1986, amended effective January 1, 1997, and the
Implementation Rules for the Mineral Resources Law of the PRC, effective March
26, 1994. In order to further implement these laws, on February 12, 1998 the
State Council issued three sets of regulations: (i) Regulation for Registering
to Explore Mineral Resources Using the Block System, (ii) Regulation for
Registering to Mine Mineral Resources, and (iii) Regulation for Transferring
Exploration and Mining Rights (together with the mineral resources law and
implementation rules being referred to herein as "Mineral Resources Law" or
“MRL”).




Under
Mineral Resources Law, the Ministry of Land and Resources and its local
authorities (the "MLR") is in charge of the supervision of mineral resource
exploration and development. The mineral resources administration authorities of
provinces, autonomous regions and municipalities, under the jurisdiction of the
State, are in charge of the supervision of mineral resource exploration and
development in their respective administration areas. The people's governments
of provinces, autonomous regions and municipalities, under the jurisdiction of
the State, are in charge of coordinating the supervision by the mineral
resources administration authorities on the same level.




The
Mineral Resources Law, together with the Constitution of the PRC, provides that
mineral resources are owned by the State, and the State Council, the highest
executive organization of the State, which regulates mineral resources on behalf
of the State. The ownership rights of the State include the rights to: (i)
occupy, (ii) use, (iii) earn, and (iv) dispose of, mineral resources, regardless
of the rights of owners or users of the land under which the mineral resources
are located. Therefore, the State is free to authorize third parties
to enjoy its rights to legally occupy and use mineral resources and may collect
resource taxes and royalties pursuant to its right to earn. In this way, the
State can control and direct the development and use of the mineral resources of
the PRC.




4




Mineral
Resources Licenses




China has
adopted, under the MRL, a licensing system for the exploration and exploitation
of mineral resources. The MLR is responsible for approving applications for
exploration licenses and mining licenses. The approval of the MLR is also
required to transfer exploration licenses and mining licenses.




Applicants
must meet certain conditions as required by related rules/regulations. Pursuant
to the Regulations for Registering to Mine Mineral Resources, the applicant for
mining rights must present the required documents, including a plan for
development and use of the mineral resources and an environmental impact
evaluation report. The MRL allows individuals to exploit sporadic resources,
sand, rocks and clay for use as construction materials and a small quantity of
mineral resources for sustenance. However, individuals are prohibited from
mining mineral resources that are more appropriately mined at a certain scale by
a company, specified minerals that are subject to protective mining by the State
and certain other designated mineral resources.




Once
granted, all exploration and mining rights under the licenses are protected by
the State from encroachment or disruption under the Mineral Resources Law. It is
a criminal offence to steal, seize or damage exploration facilities, or disrupt
the working order of exploration areas.




Exploration
Rights




In order
to conduct exploration, a Sino-foreign cooperative joint venture ("CJV") must
apply to the MLR for an exploration license. Owners of exploration licenses are
"licensees". The period of validity of an exploration license can be no more
than three years. An exploration license area is described by a "basic block".
An exploration license for metallic and non-metallic minerals has a maximum of
40 basic blocks. When mineral resources that are feasible for economic
development have been discovered, a licensee may apply for the right to develop
such mineral resources. The period of validity of the exploration license can be
extended by application and each extension can be for no more than two years.
The annual use fee for an exploration license is RMB 100 per square kilometer
for the first three years and increases by RMB 100 per square kilometer for each
subsequent year, subject to a maximum fee of RMB 500 per square
kilometer.




During
the term of the exploration license, the licensee has the privileged priority to
obtain mining rights to the mineral resources in the exploration area, provided
that the licensee meets the qualifying conditions for mining rights owners. An
exploration licensee has the rights, among others, to: (i) explore without
interference within the area under license during the license term, (ii)
construct the exploration facilities, and (iii) pass through other exploration
areas and adjacent ground to access the licensed area.




After the
licensee acquires the exploration license, the licensee is obliged to, among
other things: (i) begin exploration within the prescribed term, (ii) explore
according to a prescribed exploration work scheme, (iii) comply with State laws
and regulations regarding labor safety, water and soil conservation, land
reclamation and environmental protection, (iv) make detailed reports to local
and other licensing authorities, (v) close and occlude the wells arising from
exploration work, (vi) take other measures to protect against safety concerns
after the exploration work is completed, and (vii) complete minimum exploration
expenditures as required by the Regulations for Registering to Explore Resources
Using the Block.




Mining
Rights




In order
to conduct mining activities, a CJV must also apply for a mining license from
the MLR. Owners of mining rights, or "concessionaires", are granted a mining
license to mine for a term of no more than ten to thirty years, depending on the
magnitude or size of the mining project. A mining license owner may extend the
term of a mining license with an application 30 days prior to expiration of the
term. The annual use fee for a mining license is RMB 1,000 per square kilometer
per year.




A mining
license owner has the rights, among others, to: (i) conduct mining activities
during the term and within the mining area prescribed by the mining license,
(ii) sell mineral products (except for mineral products that the State Council
has identified for unified purchase by designated units), (iii) construct
production and living facilities within the mine area, and (iv) use the land
necessary for production and construction, in accordance with applicable
laws.




A mining
license owner is required to, among other things: (i) conduct mine construction
or mining activities within a defined time period, (ii) conduct efficient
production, rational mining and comprehensive use of the mineral resources,
(iii) pay resources tax and mineral resources compensation (royalties) pursuant
to applicable laws, (iv) comply with State laws and regulations regarding labour
safety, water and soil conservation, land reclamation and environmental
protection, (v) be subject to the supervision and management by the departments
in charge of geology and mineral resources, and (vi) complete and present
mineral reserves forms and mineral resource development and use statistics
reports, in accordance with applicable law.




5




Transfer
of Exploration and Mining Rights




A mining
company may transfer its exploration or mining licenses to others, subject to
the approval of MLR.




An
exploration license may only be transferred if the transferor has: (i) held the
exploration license for two years after the date that the license was issued, or
discovered minerals in the exploration block, which are able to be explored or
mined further, (ii) a valid and subsisting exploration license, (iii) completed
the stipulated minimum exploration expenditures, (iv) paid the user fees and the
price for exploration rights pursuant to the relevant regulations, and (v)
obtained the necessary approval from the authorized department in charge of the
minerals.




Mining
rights may only be transferred if the transferor needs to change the ownership
of such mining rights because it is: (i) engaging in a merger or split, (ii)
entering into equity or cooperative joint ventures with others, (iii) selling
its enterprise assets, or (iv) engaging in a similar transaction that will
result in an alteration of the property ownership of the
enterprise.




Additionally,
when state-owned assets or state funds are involved in a transfer of exploration
licenses and mining licenses, the related state-owned assets rules and
regulations apply and a proper evaluation report must be completed and filed
with the MLR.




Speculation
in exploration and mining rights is prohibited. The penalties for speculation
are that the rights of the speculator may be revoked, illegal income from
speculation confiscated and a fine levied.




Environmental
Laws




In the
past ten years, Chinese laws and policies regarding environmental protection
have moved towards stricter compliance standards and stronger enforcement. In
accordance with the Environmental Protection Law of the PRC adopted by the
Standing Committee of the PRC National People's Congress on 26 December 1989,
the General Administration of Environmental Protection Bureau under the State
Council sets national environmental protection standards. The various local
environmental protection bureaus may set stricter local standards for
environmental protection. CJVs are required to comply with the stricter of the
two standards.




The basic
laws in China governing environmental protection in the mineral industry sector
of the economy are the Environmental Protection Law and the Mineral Resources
Law. Applicants for mining licenses must submit environmental impact
assessments, and those projects that fail to meet environmental protection
standards will not be granted licenses. In addition, after the exploration, a
licensee must take further actions for environmental protection, such as
performing water and soil maintenance. After the mining licenses have expired or
a licensee stops mining during the license period and the mineral resources have
not been fully developed, the licensee shall perform other obligations such as
water and soil maintenance, land recovery and environmental protection in
compliance with the original development scheme, or must pay the costs of land
recovery and environmental protection. After closing the mine, the mining
enterprise must perform water and soil maintenance, land recovery and
environmental protection in compliance with mine closure approval reports, or
must pay certain costs, which include the costs of land recovery and
environmental protection.




Land
and Construction




The
holder of an exploration license or mining license should apply for land use
right with MLR to conduct exploration or mining activities on the land covered
by the exploration license or mining license. The license holder should file an
application to MLR for the land use right with its exploration license or mining
license. If the application is approved by the competent government authority,
the MLR would issue an approval to the land use right applicant. Then, the local
MLR would enter into a land use right contract with the license holder. The
license holder should pay relevant price and fees in accordance with the
contract and then obtain a land use right certificate from MLR. In practice,
instead of obtaining a long-term land use right, an exploration license holder
may apply for a temporary land use right, which would normally be valid for 2
years and may be renewed upon application.




The
company should also apply for other zoning and construction permits to conduct
construction on the land. PRC laws require a company to obtain the land zoning
permit and construction zoning permit with the local zoning authorities under
the Ministry of Construction (MOCON). Then, the company is required to enter
into a construction contract with a qualified constructor and file the
construction contract to the local construction authorities under the MOCON and
obtain a construction permit. After the construction is completed, the company
should apply for the construction authorities and related environmental and fire
departments for the check and acceptance of the construction. Upon the pass of
check and acceptance, the company should apply with local housing authorities to
register the constructed buildings in its own name and obtain a housing
ownership certificate.




Compliance
with Environmental Law




We are
responsible for providing a safe working environment, not disrupting
archaeological sites, and conducting our activities to prevent unnecessary
damage to the area in which our mineral claim is located. At this time, we do
not believe that the cost of compliance at the federal, state and local levels
will be significant.




We intend
to secure all necessary permits required for exploration. We anticipate no
discharge of water into active streams, creeks, rivers, lakes or other bodies of
water regulated by environmental law or regulation. We also anticipate that no
endangered species will be
disturbed. Restoration of the disturbed land will be completed according to law,
and all holes, pits and shafts will be sealed upon abandonment of the mineral
claims. It is difficult to estimate the cost of compliance with the
environmental laws, because the full nature and extent of our proposed
activities cannot be determined until we start our operations.




6




We
believe we are in compliance with the environment laws, and that we will
continue to be able to comply with such laws in the future.




Accomplishments
and Activities to-date





Guizhou
Amigo and the Bake Project







7







8







9









10




Prior to
the acquisition and re-naming, EDLT had acquired 100% of the voting shares of
Amingo Resources Inc., a Canadian based company whose major work is in gold
exploration and mining in China. A large part of our efforts for the immediate
term are directed to develop Amingo and our Chinese properties. Amingo’s
activities and operations have successfully been integrated in our own and major
business plans and activities in the Province of Guizhou (China) coincide with
those of Amingo’s.





JV
Agreement and Terms





In
February 2004, Amingo signed a Joint Venture Contract (hereinafter the “JV”)
with the provincial and county governments of Guizhou Province and Jinping
County, respectively, to explore and mine gold within their territories. Under
the terms of the agreement, a Chinese joint venture company was formed, the
Guizhou Amingo Resources Inc., Amingo acquired rights to develop a 85 square
kilometer property in the county (referred to as “Bake”), and is eligible to
earn up to 84% of the net revenues extracted from this particular property. At
the outset Amingo owned 70% of the JV, and each governmental entity retains
15%.InMay 2004 the Guizhou Provincial Industrial and Commercial Administrative
Bureau approved the JV operating under the name Guizhou Amingo Resources Inc.
and issued it a business license, valid for a period of twenty years. In
December, 2004, the governmental authorities granted the JV an exploration
license covering all parts of the Bake property (described below).




Terms of
the joint venture agreement require us to invest $1,000,000 in exploration
activities at the property and give us the right to maintain a majority of the
Board of Directors of Guizhou-Amingo and thereby control of the operations of
the joint venture.




The
success of this venture is fully dependent on us obtaining further financing and
no assurances can be given that sufficient funding will be found, and even if
such funding is located, that the venture will result in any viable ore bodies
being uncovered and profitably mined.




As at
March 2008, we had raised approximately $3,300,000 to finance our operations.
Through December 31, 2007, we invested approximately $2,200,000 in the Guizhou
Amingo joint venture and other activities in China, thereby satisfying all but
$150,000 of our funding requirements of the JV agreement with the Chinese
governmental authorities as well as having additional funds for exploration and
mining activities in the region. Also, during the past three years we have
assembled an effective and experienced geological team to guide the exploration
and development of our current and future Chinese projects.




Location
of the Property.




To locate
the Bake property, within Jinping county, Gizhou Province, China, refer to the
attached exhibits for maps numbered 1, 2a, 2b. The maps indicate location and
general access to our Bake property.





Please
note that the markings indicating and delineating the location of Bake on maps
1, 2a, and 2b, do not correspond to the actual property size, and are for
illustrative purposes only.




Description
of Bake Property





Exploration
rights at Bake are 100% owned by Guizhou-Amingo and our equity participation in
this joint venture company gives us a 70% interest. And as indicated the
remaining 30% are owned by the provincial government of Guizhou province and the
local county government of Jinping, equally. Guizhou Amingo currently has an
exploration license issued by the (Federal) Bureau of Land and Resources, Permit
number 0100000510061 on the concession  issued on April 7, 2005 and
expiring April 7, 2007. We have applied for an extension and anticipate
obtaining this shortly. The JV does not at this time possess a license to mine
any resources on this property.





The Bake
property is a turbidite-hosted gold quartz vein type situated in Jinping County
covering an area of approximately 85 square kilometers (21,000
acres).





Geological
Setting – Bake-Jiaoyun Deposits (refer to attached maps figures 1, 2a,
2b and 9)





The
Bake-Jiaoyun project is located about 14 kilometers south of the Town of Jinping
with access on a paved, year-round drivable road. The
geographic co-ordinates of the property are Latitude 109 6’45” to 109 15’00” E,
Longitude 26 30’00” to 26 37’3”.





11




The
exposed bedrock in this property are from the Quigshuiliangi Formation
consisting of meta-tuff, meta-greywacke, meta-sandstone and slate and is
subdivided in 2 sections with a thickness of about 3700 meters. The gold bearing
quartz veins which are mostly concordant type, are located in the hinge zone of
the anticline in the first unit of section 2 of the Quigshuiliangi Formation .
The fault intersecting this hinge fold contains gold bearing quartz veins. In
this mine, both stockwork and disseminated gold mineralization has been
found.





Further,
the property sits on the Wenjiang anticline and Wenjiang shear zone containing
the Bake and Jiaoyun showings. The Bake area is known to contain 18 quartz veins
with visible gold in the quartz veins and in the adjacent alteration assemblage.
A local company mined some of the veins three years ago but ceased operations
due to the lack of technology and equipment. There are more than 20 vein
outcrops in the region, averaging about 200 meters length and 0.4 meters
width.





Potential





The
potential for the Bake-Jiaoyun project area was identified by geological mapping
of the Jingping and Tianzhu counties in 1999. Results submitted to the Chinese
Academy of Sciences and the Government of Guizhou in 2002 identified potential
for mine-able gold resources in the area. A preliminary environmental impact
study of exploration and mining activities was also submitted.





From the
years 2001 to 2003, EbisTech Inc., a Canadian based geological consultancy
co-owned by Dr. Huan Lu, conducted a survey program under the project entitled,
“Cooperative Exploration of Bake-Jiaoyun” which formed the basis of the founding
of Amingo and originated the proposal that further exploration and development
of the gold deposits of the area be undertaken. It was clearly shown that
Guizhou province hosted turbidite type gold deposits very similar to those found
in Nova Scotia and Australia, both of which to date have been successfully
mined.





Brigade
101 Geological Exploration Team, BGMR of the Province of Guizhou, China, did
extensive work on a very small portion (less than 6%) of the Bake property and
issued its report through the China Geological Survey. Based on the “Technical
Requirements of Mineral Resources Estimates and Calculation for Solid Mineral
Deposit”.  they reported the outline of one prominent mineralized zone
providing, in our estimation, sufficient justification for the Company to
proceed with further exploration. These “resources estimates” do not
conform with current Canadian NI 43-101 reporting standards and are not to be
construed as a resource but are being used by us simply to give an indication of
significant mineralization which requires substantive follow-up.





The
estimates, as reported by Brigade 101, were based on a very limited depth of
gold mineralization (less than 60 meters), as no drilling program was
undertaken.





In 2003,
Amingo Resources engaged independent Canadian geologists to consolidate these
reports, and their own technical reports and conclusions as presented to the
Company are available for perusal by request from the Company.





Within
the Bake property we are currently focusing on two zones.





Bake
– Zone 1 (adjacent to and NE of RuiXin)





This zone
is an extension of an adjacent property referred to as the RuiXin mine (which is
not part of East Delta’s mining concession) into the Bake property located in
the northeast part of the RuiXin mine. Several veins have been identified at
RuiXin and at least 4 clearly extend into the Bake. The size of this zone is
about 2.1 sq. km. and is found to be continuing along the axis of the
anticline.




Due to
the near-surface nature of the mineralization in the area, soil geo-chemistry
has been a valuable exploration tool at Bake. This method helped lead to the
discovery of many of the existing gold mines in the Jinping area.





A
geological survey and mapping of this area has been completed, and a total of
324 soil samples were taken on this portion of the grid. Analysis of the 324
soil samples from the Bake NE sub-division leads to the following
observations:





The
survey defined two prominent anomalies in Bake NE, along the axis of the
anticline, that appear to be similar in all aspects to those already defined in
other discoveries in the Jinping area.




Besides
the Au (gold) content, Ag (silver), As (arsenic) and Sb (antimony) have also
been identified.





The most
recent results of the work done in the geological survey of the Bake NE area are
summarized as follows:





· 9 quartz vein
outcrops have been discovered and sampled.


· 4 of these 9
veins are associated with sulfide such as pyrite and arsenopyrite


· 8 of the
quartz veins are parallel bedding veins.


· A detailed
geological map of 1:2000 of Bake NE has been completed.





12




Bake
– Zone 2 (adjacent and SW of RuiXin)





As is
Zone 1, this zone is also an extension of RuiXin mine into the Bake territory
except that it is located in the southwest part of the RuiXin mine. As in the
previous zone, several of the identified veins at RuiXin extend into Bake. The
size of this zone is about 2 km2 , also
along the axis of the anticline. Detailed geological, topographic and
geochemical surveys are underway and the results are expected to be available
towards the end of January, 2007.





Potential
Acquisitions





The
second track that we are undertaking is to acquire producing (or near-producing)
mines to provide immediate cash flow for us.





Huaqiao
Project





Huaqiao
Mine





We have
entered into an agreement that gives us the right to acquire a 77.5% interest in
this mine but as at year end the purchase had not as yet closed and no
reasonable estimate of if and when this will occur can be given. The following
is for informational purposes and is not to be construed as any asset of the
Company.




Operations
at the mine are currently run by a private Chinese company and in October 2005,
we signed an agreement with Huaqiao Gold Mining Company of China that would
permit us to acquire majority ownership of their Huaqiao gold mine.





Under the
terms of the agreement, East Delta will own 77.5% of the acquired company and
will be required to inject $500,000, while Huaqiao will transfer complete
ownership of all assets and permits related to the mine to this entity. In
addition, the acquired company will obtain rights to explore and mine an
additional one sq. km. of prospective land situated to the NE side of the
existing mine. The Huaqiao gold property is located in the SE part of Guizhou
province lying within the Hunan-Guizhou gold belt. The existing mine has been
operating and mining gold for about 10 years producing more than 5 tonnes of
gold to date. In the last two years of operation (2004 and 2005), according to
information provided to us, the mine generated a total of 20,000 ounces. Within
the property, seven independent ore zones at varying depth levels have been
identified. Currently, most mining activity is confined to the fourth level.
Data supplied to us by Huaqiao with regards to the remaining resources has not
been independently validated to date, which we plan to do prior to committing
additional substantive investments. As at December 31, 2007, we had loaned
approximately $350,000 through another Chinese private company, Meiya
Investment, which in turn paid over these funds to the Huaqiao company and its
shareholders, on account towards our final acquisition agreement.





The
Huaqiao Gold Mining Company also owns a mill capable of a daily throughput rate
of 100 to 150 tonnes of ore per day, which required rehabilitation. To
accomplish the refurbishment, we agreed to provide funding and engaged an
experienced local mining facility contractor, the Henan Metallurgical Group, to
complete the necessary onsite rehabilitation and upgrades. In addition, Henan
was contracted to supply materials and equipment for the construction and
outfitting of an assay laboratory allowing for on-site mineralization
evaluation. East Delta completed all work required in bringing Huaqiao to a
production ready level in March 2007.





Terms ofthePotential
Acquisition.





Under the
terms of the agreement, EDLT will be required to inject $500,000, to built new
shafts, upgrade the safety of the mine, improve on environmental considerations
and modernize the mining process. The total estimated investment required to
complete the acquisition, expand and upgrade the mine is approximately
$2,000,000.  In addition, EDLT will acquire rights to explore and mine
an additional one km2  of prospective
land situated to the NE side of the existing mine, with an option to increase
this to 10 km2.





We do not
have adequate funding in hand to finalize this acquisition and cannot at this
time anticipate when fully integration of the mining operation into our Company
will be completed.





Huaqiao
is an operating gold mine with a maximum daily throughput of 100-150 tons per
day. The historical mine operational procedures and mine records are not
sufficient to show production statistics such as daily tons processed, grade,
recovery etc. The operation was sufficiently successful to have purchased and
installed a new, state of the art mill in 2003 consisting of:





2-stage
crushing, ball mill, classifier, jig, thickener, 12 flotation cells, and 2
gravity shaker tables. This mill was operated for a short time, but stopped
about two months after the trainers departed due to a lack of familiarity by the
owners, who went back to using the shaker tables as before. The mining
underground is not well developed, and while underground maps are available,
there is little geologic mapping and no electronic model of the veins as
encountered. Also lacking is regular sampling of the veins to indicate
continuity of grade along the vein.





Other
Potential Acquisitions and Projects





Through
Sino-Canadian Metals Inc., a 63% owned subsidiary of East Delta, we signed a
letter of intent followed by an agreement with Qinghai Hua Long Ding Shun
Minerals Ltd of Qinghai Province, China, to form a joint venture to explore,
mine and produce base metals.
Our first project is to acquire exploration rights and then investigate the
potential to of a nickel-copper property located 160 kilometers southeast
of XiNing, the capital of Qinghai Province in northwest China, covering an area
of approximately 17 square kilometers. Please refer to figure 3 in the map
section for location of this property within China.





13




Infrastructure
is good, with power available from the national grid, GPRS cell coverage, and
ample workforce in the vicinity.  Climate is conducive to year-round
operation.





The
property was discovered during the China great leap forward 1960, but at that
time, Chinese do not know the Nickel usage & was abandoned. Until recently,
our potential partner in Qinghai did some additional exploration work to further
investigate the potential of this property.




The
proposed joint venture agreement calls for Sino-Canadian Metals to initially
deposit US$300,000 into the project in order to obtain 80% equity ownership,
with further exploration and development expenditure of up to US$4.7 million
within two years, given positive results.





Huang
Yuan Nickel-Copper Production Plant.





Sino-Canadian
has determined that the recent rapid economic growth in China has created
capacity shortages of metals processing in various regions of the country,
particularly in Qinghai province. Our intent is to address this shortage by
constructing a plant in Huang Yuan capable of processing up to 50 tonnes of raw
NI-Cu ore, refining it to a 70-80% purity level and selling the resultant
materials to major Chinese metals refiners.





The Huang
Yuan processing facility is to be located 75 kilometers north east of the
provincial capital city of Xining. Please refer to figure 3 in the map section.
Our partner acquired an idle 50 ton per day capacity furnace, which we adapted
for processing raw nickel/copper ore. We have purchased additional needed
equipment and rented an abandoned factory to do the production. The plant has
been assembled and is expected to be ready to produce an 80% pure Nickel/ copper
aggregate product within by the about the middle of the second quarter, 2008.
The output of this plant is readily sold to major refineries that further purify
the nickel and copper. Current plans envision, ultimately, at least one 50
tonnes metal processing facility capable of producing Nickel, Copper and other
metals aggregates with the very likely possibility of replicate these facilities
in other areas of China.





Local
Co-operation





Our
partners in China maintain an extensive network of contacts with local
government officials and mining industry senior officers. To further strengthen
our local technical support, we are in the process of negotiating a co-operative
agreement with a major gold design and research institute in
China.  This institute is expected to assist us in carrying out
research and provide any local technical support as required for joint ventures
in China. We have made use of their contacts with potential projects, geological
advisory aid, and assay laboratory.





Employees





We
currently have three full time employees, one who is also a member of senior
management and two management personnel in China. None of our employees are
represented by a labor union. We believe that relations with our employees are
good.





ITEM
2. DESCRIPTION OF PROPERTIES





The
Company's mineral properties are described above in Item 1.





The
Company maintains its corporate offices at Suite 600, 447 St-Francis Xavier
Montreal, Quebec, Canada where we have approximately 500 square feet at a
monthly rental of $3,500 including all utilities, secretary services and
applicable taxes. We had not paid them since July 2003. We settled this debt
through the issuance of 60,000 common shares of our stock. No additional amounts
are owed. And, as of April 1, 2005 and up to-date, the owner of our leased
office space who is also a director and shareholder of East Delta, agreed to let
us continue occupying these offices rent free until further notice.





ITEM
3. LEGAL PROCEEDINGS





The
Company is not currently not a defendant  involved in any material
legal proceedings.





We have
determined that several gross irregularities had occurred with the awarding of
the exploration contract by our JV in China to Beijing TianMeng Rui Si
Information Consulting Ltd and as a consequence are moving to dismiss our
director general of the JV. We have also submitted a request to the local
policing authorities to investigate possible criminal charges against several
individuals involved.





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




Not
applicable.





14




PART II





ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES





(a)
Market Information





The
common shares of the Company commenced quotation the NASD Bulletin Board on
August 24, 2001, under the ticker symbol AVIC. Subsequent to the merger and name
change, our trading symbol was changed to EDLT.





Market
data for the past three years:




Historical
            
            
            High
            
            Low
            
            Close2007
      Q4
            
            
            $
            0.25
            
            0.12
            
            
            0.192007
      Q3
            
            
            $
            0.30
            
            0.14
            
            
            0.172007
      Q2
            
            
            $
            0.30
            
            0.18
            
            
            0.252007
      Q1
            
            
            $
            0.51
            
            0.18
            
            
            0.252006
      Q4
            
            
            $
            0.55
            
            0.36
            
            
            0.492006
      Q3
            
            
            $
            0.72
            
            0.35
            
            
            0.482006
      Q2
            
            
            $
            0.92
            
            0.57
            
            
            0.672006
      Q1
            
            
            $
            1.18
            
            0.66
            
            
            0.922005
      Q4
            
            
            $
            1.03
            
            0.67
            
            
            0.742005
      Q3
            
            
            $
            1.10
            
            0.37
            
            
            0.972005
      Q2
            
            
            $
            0.79
            
            0.57
            
            
            0.642005
      Q1
            
            
            $
            0.88
            
            0.55
            
            
            0.72




(b)
Holders





As of
December 31, 2007, we had 50,848,842 shares of our Common Stock
outstanding, held by approximately five hundred shareholders of
record.  Of the 50,848,842 shares of common stock outstanding,
16,058,421 are currently subject to the resale restrictions and limitations
of Rule 144. In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate, or
persons whose shares are aggregated with affiliates, who has owned restricted
shares of common stock beneficially for at least one year is entitled to sell,
within any three-month period, a number of shares that does not exceed 1% of the
total number of outstanding shares of the same class. In the event the shares
are sold on an exchange or are reported on the automated quotation system of a
registered securities association, you could sell during any three-month period
the greater of such 1% amount or the average weekly trading volume as reported
for the four calendar weeks preceding the date on which notice of your sale is
filed with the SEC. Sales under Rule 144 are also subject to certain manner of
sale provisions, notice requirements and the availability of current public
information about us. A person who has not been an affiliate for at least the
three months immediately preceding the sale and who has beneficially owned
shares of common stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the limitations described
above.





As at
December 31, 2007, the Company had 9,645,850 warrants, issued and outstanding,
at various exercise prices ranging from $0.10 to $0.75 per share.





(c)
Dividends





The
Company has had no earnings to date, and no dividends have been declared to
date. The payment by the Company of dividends, if any, in the future, rests
within the discretion of its Board of Directors and will depend, among other
things, upon the company's earnings, its capital requirements and its financial
condition, as well as other relevant factors.





(d)
Recent Sale of Unregistered Securities





During
the twelve months ended December 31, 2007, we issued the follow shares of common
stock:





We issued
a total of 2,544,000 shares valued at $611,100 for services, and sold 1,300,000
shares for $150,000.  No commissions were paid.  All these
shares were issued either to non-U.S. persons in an off shore transaction that
was exempt from registration under Regulation S or to U.S. persons exempt from
registration by Section 4(2) of the Act.





15





ITEM
6.  PLAN OF OPERATIONS AND MANAGEMENT DISCUSSION AND
ANALYSIS




The
following discussion should be read in conjunction with the accompanying
financial statements and related notes that are included elsewhere in this
report. Statements made below which are not historical facts are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions,
competition, and availability of viable projects.





Critical
accounting policies:





Foreign
Currency Translation


The
consolidated financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation", foreign denominated monetary assets and liabilities are
translated to their United States dollar equivalents using foreign exchange
rates as of the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.





Derivative
financial instruments


East
Delta does not use derivative instruments to hedge exposures to cash flows,
market, or foreign currency risks. East Delta evaluates all of it financial
instruments to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives. For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value and is then re-valued at each reporting date using
the Black-Scholes pricing model, with changes in the fair value reported as
charges or credits to income. For option-based derivative financial instruments,
East Delta uses the Black-Scholes option-pricing model to value the derivative
instruments at inception and subsequent valuation dates. The classification of
derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is re-assessed at the end of each reporting period.
Derivative instrument liabilities are classified in the balance sheet as current
or non-current based on whether or not net-cash settlement of the derivative
instrument could be required within 12 months of the balance sheet
date.





Results
of operations and financial condition:





The
following selected financial data for the years ended December 31, 2007 and
December 31, 2006 is derived from the Company's audited financial statements
included elsewhere herein. The following data should be read in conjunction with
the financial statements of the Company.





Statement
of Operations Data:




For
      the periodMarch
      4, 1999Year
      ended
            
            
            Year
      ended
            
            
            (inception
      ofDecember
      31,
            
            
            December
      31,
            
            
            development
      stage)2007
            
            
            2006
            
            
            to
      December 31, 2006Total revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            86,544Total operating expenses
            
            
            2,261,876
            
            
            
            2,875,575
            
            
            
            19,950,656Loss from continuing operationsbefore
      minority interest
            
            
            (2,415,270
            )
            
            
            (2,992,662
            )
            
            
            (27,846,411
            )Net loss
            
            
            (2,409,028
            )
            
            
            (2,991,802
            )
            
            
            (27,838,749
            )Loss per share
            
            
            (0.05
            )
            
            
            (0.07
            )
            
            
            n/a




As
described above, initially our main business purpose was to provide our
technical expertise in the fiberglass window industry. Due to various factors we
were forced to abandon this business and seek other opportunities and as
described in item 1, we are now in the business of exploration and mining
development of precious and base metals in China.





Revenues:





During
the years ended December 31, 2007 and December 31, 2006, we had no
revenue.





Operating
Expenses and Net Loss:





Our
average monthly cash expenses during the year ended December 31, 2007
approximated $188,490, and included management salaries, office overhead,
professional fees, travel, business entertainment, equipment and insurance.
Additionally, our average monthly cash expenses during the year ended December
31, 2006 approximated $233,631, and included management salaries, office
overhead, professional fees, travel, business entertainment, equipment and
insurance. Additionally, officer and director compensation expense was $13,000
and $0 for the years ended December 31, 2007 and December 31, 2006,
respectively.





A large
portion of our expenses was in stock based compensation amounting to $758,684
for the year ended December 31, 2007 and $1,301,407 for the year ended December
31, 2006. These amounts were paid in stock as finder’s fees for the several
agreements that were
entered into during the year ended December 31, 2007 and to several geological,
financial and management consultants.  Further, in October 2005,
Guizhou Amingo signed a Consignment Cooperation Agreement with Beijing TianMeng
Rui Si Information Consulting Ltd (“Beijing TianMeng”) to manage and supervise
its exploration activity on the Mining Project. Under the terms of the
agreement, Beijing TianMeng will be responsible for the complete project
exploration management, including, but not limited to, drilling planning and
drilling, geochemical and geophysical studies, trenching, survey and mapping,
related geological research, engineering flow sheet development, logistics,
staffing, and equipment rental. Under the terms of the contract Guizhou-Amingo
agreed to pay 8,500,000 RMB towards the future costs of work contemplated at the
site. 7,000,000 RMB was paid prior to December 31, 2005 and was expensed by East
Delta. The remaining 1,500,000 RMB was paid and expensed in January
2006.




16




During
the year ended December 31, 2007, the Company incurred an operating loss of
$2,261,876 as compared to $2,875,575 for the year ended December 31, 2006.
At the end of December 31, 2007, the Company had an overall operating loss of
$19,864,112 during its development stage.





The
impact of derivative liabilities on the statements of operations for the year
ended December 31, 2007 and for the period from inception to December 31, 2007
are as follows:





For
      the periodMarch
      4, 1999Year
      ended
            
            
            (inception
      ofDecember
      31,
            
            
            development
      stage)2007
            
            
            to
      December 31, 2007Loss
      on derivative liabilities
            
            $
            -
            
            
            $
            (7,723,498
            )




Operating
loss per share was $0.05 for the year ended December 31, 2007 as compared to
$0.07 for the year ended December 31, 2006.





Liquidity
and Capital Resources





Balance
Sheet Data:




As
      of December 31, 2007Working
      Capital
            
            $
            (1,089,646
            )Total
      Assets
            
            
            306,263Total
      Liabilities
            
            
            2,783,742Stockholders'
      Deficit
            
            
            (2,588,603
            )




As of
December 31, 2007, our cash position was $248,377 compared to $391,597 as of
December 31, 2006.





We are of
the opinion that we need to obtain additional funds for the next 12 months to
further develop our major property, Bake and to integrate at least one
acquisition of an additional property into our operations. And the subsequent
progress on this acquisition and on any additional acquisitions will depend on
our ability to find financing in the order of several million
dollars.





During
the period between March 15, 2006 and May 2, 2006, East Delta issued an
aggregate of 980,000 Euros, or approximately $1,193,565 on the date of issuance,
in convertible debentures denominated is Euros. The notes were issued at a price
of 1 Euro per debenture. The debentures are 6% senior secured convertible notes,
convertible at the option of the note holders into shares of the East Delta's
common stock, at a conversion price of 0.80 Euros. The maturity date for these
notes is March 31, 2008. A sales commission totaling 6% of the proceeds, in cash
and common stock, was paid related to this issuance. The total commission of
$76,660 on the sale was capitalized as deferred financing costs and will be
amortized over the life of the note using the effective interest method. As of
December 31, 2006, the cash portion of this commission was paid and the common
stock portion was accrued. As of December 31, 2006, $20,657 of deferred
financing costs had been amortized. Because the conversion prices are higher
than the market trading price of East Delta's common stock when the notes were
issued, no Beneficial Conversion Feature was created. East Delta analyzed these
instruments for derivative accounting consideration under SFAS 133 and EITF
00-19 and determined the convertible notes were conventional and the warrants
met the criteria for classification in stockholders equity under SFAS 133 and
EITF 00-19. Therefore, derivative accounting is not applicable for these
instruments.





Plan
of Operations





Overall,
during 2008, the Company’s emphasis will be to:


·
            Undertake
      a financing campaign of minimum
$500,000.


·
            Prepare
      and implement (subject to levels of funding) a new drilling plan at the
      core property (Bake) based on results to
date;




17




Further,
although the acquisition at Huaqiao has not been closed as yet, management has
decided to proceed as if it has and has begun to do the following:


·
            Re-start
      mining operations, with ore extraction from Level 6 of the
      mine;


·
            Re-commence mill operations,
      processing 20-25 T/day initially, with the intention of a ramp-up to full
      100-125 T capacity by
mid-year.


·
            Continue exploration activities
      at  lower levels of the
mine.





At
Qinghai,





·
            Exploration
      activity at Yaqu, the extent of which is dependent on funding
      available


·
            Sign
      agreements with other sources for the Ni-Cu processing plant at Huang
      Yuan


·
            Complete
      Ni-Cu plant, test its operations, and ramp-up capacity to
      50T/day.


·
            Feasibility
      study and cost analysis to triple capacity at the plant to
      150T/day.





Additional
plans, in general, are:





·
            Complete
      ongoing property acquisitions and seek other
  acquisitions;


·
            Consolidate
      the acquisitions by integrating them into the Company's Chinese
      operations.





More
specifically details for each project:





Bake





Surface
mapping has been completed for an 8 square kilometer area of interest lying
within the 85 square kilometer Bake-Jiaoyun concession. The objective of the
next phase is to focus activities on the most promising of the many
mineralization zones that have been mapped within different sectors of the
mapped portions of the property, while completing the surface mapping of the
remaining 2 square kilometer area of interest.





The
Company will conduct geophysical analysis as well as trenching and drilling
campaigns to determine/verify the grades and thickness of the zones that are
predicted in resource models and preliminary exploration results.





The
Company intends to continue a program commenced earlier to:





a)
            assess
      and prioritize the potential of known mineralized zones by drilling at
      least 20 drill holes of lengths varying between 200 to 500
      meters;b)
            continue
      to explore the high priority deposits near Zone 1 and Zone
    2;c)
            hiring
      independent “western” qualified geologists to prepare resource estimates
      to US/Canadian standards.







A
drilling program is being conducted to assess the metallurgical grades of
several highly prospective zones identified to date, and to further map out the
property’s potential resource values.





The
location of the proposed drilling activity was determined by staff geologists
based on previous mining activity in our immediate area which had occurred
during the 1990s. There are numerous underground openings that demonstrated
mine-able veins widths and gold mineralization. The area of drilling was located
on the axis of the anti-cline that was known to contain turbidite style gold
mineralization.




The
program is designed to determine the continuity of the known existing gold veins
and is being conducted to assess the metallurgical grades of several these
identified prospective zones identified. We intend to do some near surface
(100-200 meters) and some deeper drilling (200-500 meters) both along the ais
and the flanks of the anti-cline.




In
addition to ongoing geological mapping and soil sampling, we have set a six
month budget of a total $200,000 to cover all these activities, to be paid for
from newly raised funds.




HuaqiaoProject





The
acquisition of Huaqiao has not as yet been closed, nevertheless management has
decided to proceed with various activities related to this project that would be
beneficial to us upon closing. The work involves general planning and budgeting,
refurbishment and modernization of an existing mill on the property, and further
resource determination.




18




East
Delta intends to do the following in 2008 at Huaqiao:




Exploration


·
            Create
      new computerized geologic model for resource/reserve
      estimation


·
            Based
      on results from the mapping, model and sampling, plan drill
      holes.





Production


·
            Contract
      an expatriate mine manager to oversee all operations at the
      mine;


·
            Address
      tailings disposal concerns;


·
            Complete
      construction of new labor living
quarters;


·
            Cost
      analysis study and installation of backup electrical
      generators


·
            Purchase
      additional ore hoppers


·
            Purchase
      and install additional production equipment as required;
    and


·
            Assess
      and streamline management reporting
structure.





The above
activities should build upon the estimated mine-able gold on this
property offering the option to increase future ore production from 125-150
tonne/day (t/d) to 300 t/d or more.




Qinghai
Hua Long Ding Shun Nickel Project





The
property has not been explored by any western company.  The initial
work planned for last year was not undertaken due to lack of available funding.
The Company however has carried these plans over to late 2008.





Exploration
results from precious work in the area will be collected, translated, and
compiled.


A
geologic management team will be assembled to oversee and perform the
work.


A
baseline geologic survey will be completed.


Target
areas for geophysical analysis will be determined with intent to prioritize
targets


Underground
tunnels will be mapped and sampled.


All
surface occurrences will be trenched and sampled.


Drill
targets will be identified


Resource
estimates completed for known mineralization by end of 2008.





Huang
Yuan Plant





We are in
the process of making arrangements to purchase the Ni-Cu ore from several small
low grade Nickel Copper mines within a radius of 100 kilometers of the plant.
The grades range from 0.5 to 0.87% of Nickel and 1% to 1.8% of Copper. With the
current elevated price of Ni and Cu, a 50 ton/day plant has been estimated to
generate net profit of approximately US$1,000,000 annually.





The plant
will produce an intermediate product, iced Nickel–Copper (Ni-CU) Aggregate, or
Nickel-Copper Aggregate. Ni-Cu alloys are widely used for marine applications
due to their excellent resistance to seawater corrosion, high inherent
resistance to bio-fouling and good fabric ability. The major refinery can
further process them to separate them into Nickel, Copper and other trace metals
found in the alloy.





Our main
supplier of the raw ore is located about 85 kilometers from the plant. The
particular exided Ni-Cu ore that we are purchasing is relatively inexpensive due
the fact very few producers have the experience in handling the particular type
of ore. In addition, this particular low grade deposit also contains gold,
silver, platinum, palladium and cobalt. Our customer-refinery will test each
production run and will likely credit us for additional metals extractable from
our product.





The plant
is to be operated twenty-four hours per day, in three shifts. The process will
mix the raw nickel ore with other materials, such as limestone, coal, sulfur and
iron ore and then be fed into the furnace. Upon reaching target temperatures the
process will generate a small amount of the Nickel-Copper aggregate and residue
material. The residue will be sold to the cement plants, as it contains rich
iron and other minerals that are used to enhance the strength of the
cement.





We have
lined up four major Nickel Copper Producers as potential customers of our plant
output:





1.
            Jin
      Chuan non-ferrous Metals Group
Company.


2.
            Xin
      Jiang Non-Ferrous Metals Company,
Ltd.


3.
            Cheng
      Du Electric Treatment Factory


4.
            Jilin
      Nickel Industry Company Ltd.





Our
partner, Professor Liu Jiang is currently finalizing agreements as to pricing,
payment methods, delivery schedule and other related details.





19




Risk
Factors





An
investment in East Delta Resources common shares involves a high degree of risk
including, but not necessarily limited to, the risks described
below.





EXPLORATION.





The
Company is principally engaged in late-stage exploration, development and mining
of mineral resources. The Company faces all the uncertainties and risks
associated with this industry. The Company, while making every effort to
mitigate these unknowns, cannot be assured it that all its properties will
contain recoverable or profitable ore bodies or that the life expectancy of some
of its acquired producing mines will be as long and profitable as
indicated.





SPECULATIVE
NATURE OF COMPANY'S PROPOSED MINING OPERATIONS.





As this
is the Company's first foray into the business of gold mining, the Company has a
very limited experience upon which an evaluation of its future success or
failure can be made. The Company's ability to achieve and maintain profitability
and positive cash flow over time will be dependent upon, among other things, its
ability to (i) identify and acquire gold mining properties or interests therein
that ultimately have probable or proven silver reserves, (ii) sell such gold
mining properties or interests to strategic partners or third parties or
commence mining of gold, (iii) produce and sell gold at profitable margins and
(iv) raise the necessary capital to operate during this period. At this stage in
the Company's development, it cannot be predicted how much financing will be
required to accomplish its objectives. Furthermore, the search for gold as a
business is extremely risky. The Company cannot provide any assurances that the
gold mining interests that it acquires will contain commercially exploitable
reserves of gold. Exploration for minerals is a speculative venture necessarily
involving substantial risk. The current price of an ounce of gold is
approximately $450. The price of gold has increased over the past few years
thereby contributed to the renewed interest in gold mining. However, the price
of gold fluctuates, and in the event that the price of gold falls, the interest
in the gold mining industry may decline and the value of the Company's business
could be adversely affected.





COMPETITION.





The
Company faces intense competition from other private, public, state-owned and
foreign enterprises already well established in this field with similar and
superior capabilities.  In the event that competition between the
Company and these enterprises intensifies, the Company’s profitability and
prospects may be significantly affected.





EXPANSION
STRATEGY.





As
mentioned in the section headed “Business Strategy”, management of the Company
intends to expand by acquisitions and joint ventures. These plans will require
additional financing.  The Company’s ability to arrange financing and
the cost of such financing are dependent on various factors such as general
economic and capital market conditions.  Should the Company fail to
obtain sufficient financing for the expansion, the growth of the Company as well
as the achievement of the objectives may be hindered.





LACK OF
TECHNOLOGY.





The
Company owns no proprietary technology or intellectual property and any business
activities, contracts, or projects depends solely on the ability of the Company
to engage in projects ahead of the competition There is no guarantee that the
Company will be able to maintain this lead in time in China and in the event
that the Company fails to do so, its competitiveness and profitability may be
adversely affected.





RISKS
RELATING TO THE PRC.





The
Company intends initially to focus its activities on exploration and mining
primarily in the Peoples Republic of China (the PRC).





(a)           
Entry into the WTO. The PRC has recently joined as a contracting member of the
WTO, which uniformly regulates trade and tariffs among its contracting
members.  The PRC government has, on various occasions in the past few
years, reduced import tariffs on a wide range of products.  This
process towards the general opening up of the PRC market is expected to
continue.  This could lead to an increase in competition faced by the
Company.  In such circumstance, the business of the Company may be
adversely affected.





(b)           
Legal System. Many laws and regulations in the PRC are promulgated on broad
principles.  The PRC government has gradually laid down implementation
rules and has continued to refine and modify such laws and
regulations.  As the PRC legal system develops, the promulgation of
new laws or refinement and modification of existing laws may affect foreign
investors.  The general effect of legislation since 1982, when the
National People’s Congress amended the constitution to authorize foreign
investment, has been to enhance significantly the protection afforded to foreign
investment enterprises in the PRC.  However, there can be no assurance
that future changes in the legislation or the interpretation thereof will not
have an adverse effect on the Company.





(c)           
Change in tax laws and regulations. Various tax reform polices have been
implemented in the PRC in recent years.  Interpretation of certain tax
policies is still awaiting guidance from the PRC
government.  Moreover, there can be no assurance that the
existing tax laws and regulations will not be revised or amended in the near
future.





20




(d)           
Currency Risks.  Our operations in China exposes the Company to risks
associated with foreign currency exchange controls and currency restrictions,
specifically, the limited ability to repatriate profits and investments
denominated in United States dollars. These factors may have a material adverse
effect on our operations and on our business, results of operations and
financial condition.





Changes
in currency conversion policies in the PRC Since 1998, the State Administration
of Foreign Exchange of the PRC has promulgated a series of circulars and rules
in order to further enhance the verification of the truthfulness of foreign
exchange payment under the current account items of a PRC enterprise and has
imposed stricter requirements in respect of borrowing and repayment of foreign
exchange debts from and to foreign creditors under the capital account items and
creation of foreign security in favor of foreign creditors.  This may
cause the Company to face a more complicated procedure in foreign exchange
payment to foreign creditors under the current account items and thus will
affect the restrictions on borrowing of international commercial loans, creation
of foreign security and borrowing of Renminbi loans under guarantees in foreign
currencies. Furthermore, the value of RMB is subject to supply and demand, which
could be largely affected by the international economic and political
environment.  Potential investors should note that any fluctuations in
the exchange rate of RMB could have an adverse effect on the operational and
financial conditions of the Company.





DEPENDENCE
ON KEY PERSONNEL.





The
success of the Company depends in large part upon the continued successful
performance of its current officers and directors for the continued research,
development, and operations of the Company.  Although the Company has
employed, and will employ in the future, additional qualified employees as well
as retaining consultants having significant experience, if current management
and key personnel fail to perform any of their duties for any reason whatsoever,
the ability the Company to market, operate and support its systems will be
adversely affected.  While the Company is located in areas where the
available pool of people is substantial, there is significant competition for
qualified personnel.





NO
REVENUE AND MINIMAL ASSETS.





The
Company presently does not have any revenues, nor does it anticipate operating
income in the near future. Ultimately, the Company hopes to derive revenues from
the producing gold mine at Huaqioa. In addition, the Company may obtain
interests in mining properties that can be sold or licensed to strategic
partners or third parties and/or develop producing mines on its own in order to
generate revenues. These activities will be undertaken over a number of years.
No assurances can be given that the Company will be able to obtain the necessary
funding during this time to remain in operation. The inability to raise
additional funds will have a material adverse affect on the Company's business,
plan of operation and prospects.





NO
DIVIDENDS.




The
Company has never paid cash dividends on its common stock and has no plans to do
so in the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.





LOW
LIQUIDITY.





Although
the Company's common stock is listed for trading on the Over-the-Counter
Electronic Bulletin Board, the trading market in the common stock has
substantially less liquidity than the average trading market for companies
quoted on other national stock exchanges. A public trading market having the
desired characteristics of depth, liquidity and orderliness depends on the
presence in the marketplace of willing buyers and sellers of our common stock at
any given time. This presence depends on the individual decisions of investors
and general economic and market conditions over which we have no control. Due to
limited trading volume, the market price of the Company's common stock may
fluctuate significantly in the future, and these fluctuations may be unrelated
to the Company's performance. General market price declines or overall market
volatility in the future could adversely affect the price of the Company's
common stock, and the current market price may not be indicative of future
market prices.





PENNY
STOCK REGULATION WITH RESPECT TO THE UNDERLYING SHARES.





Broker-dealer
practices in connection with transactions in "penny stocks" are regulated by
certain penny stock rules adopted by the Securities and Exchange
Commission.  Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system).  The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level
of risks in the penny stock market.  The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker dealer is the sole market-maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market, and
monthly account statements showing the market value of each penny stock held in
the customer's account.  In addition, broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally, those persons with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse), must make a special
written determination that the penny stock is a suitable investment for the
purchaser and
receive the purchaser's written agreement to the transaction. Consequently,
these requirements may have the effect of reducing the level of trading activity
in the secondary market for a security that becomes subject to the penny stock
rules.  The underlying shares are subject to the penny stock rules and
investors in this Offering, upon conversion of the Units may find it more
difficult to sell their securities.




21




ITEM
7. FINANCIAL STATEMENTS





The
financial statements are included herein. The Company is not required to provide
supplementary financial information.




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To the
Board of Directors


EAST DELTA RESOURCES CORP.


(A Development Stage Company)


Montreal, Quebec, Canada








We have
audited the accompanying consolidated balance sheet of East Delta Resources
Corp., (a development stage company), as of December 31, 2007 and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for the years ended December 31, 2007 and December 31, 2006 and for the
period from March 4, 1999 (Inception) through December 31, 2007. These
consolidated financial statements are the responsibility of East Delta's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.





The
financial statements for the period March 4, 1999 (inception) through December
31, 2003, were audited by another auditor whose reports expressed unqualified
opinions on those statements. The financial statements for the period March 4,
1999 (inception) through December 31, 2003, include total revenues and net loss
of $0 and $971,289, respectively. Our opinion on the statements of operations,
stockholders' deficit, and cash flows for the period from March 4, 1999
(inception) through December 31, 2007, insofar as it relates to amounts for
prior periods through December 31, 2003, is based solely on the report of other
auditors.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatements. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of East Delta as
of December 31, 2007 and the consolidated results of its operations and its cash
flows for the periods described in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
East Delta will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, East Delta has suffered recurring losses from
operations, which raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters are described in Note
2. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.











MALONE
& BAILEY, PC


www.malone-bailey.com


Houston,
Texas





April 11,
2008




22




EAST
      DELTA RESOURCES CORP.(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEETDecember
      31, 2007Current
      assets:Cash
            
            $
            248,377Prepaid
      expense and other current assets
            
            
            2,326Total
      current assets
            
            
            250,703Other
      assets:Property,
      plant and equipment, net of accumulateddepreciation
      of $10,097
            
            
            43,017Deferred
      financing costs, net of accumulatedamortization
      of $64,117
            
            
            12,543Total
      assets
            
            $
            306,263LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            1,102,351Accounts
      payable - related parties
            
            
            22,998Short-term
      note payable
            
            
            215,000Total
      current liabilities
            
            
            1,340,349Long
      term liabilities:Convertible
      notes
            
            
            1,443,393Total
      liabilities
            
            
            2,783,742Minority
      interest in subsidiary
            
            
            111,124Stockholders'
      deficitCommon
      stock, $0.0001 par value, 100,000,000shares
      authorized, 50,848,842 issued andoutstanding
            
            
            5,085Additional
      paid-in-capital
            
            
            25,106,363Other
      comprehensive income
            
            
            138,697Deficit
      accumulated during the development stage
            
            
            (27,838,748
            )Total
      stockholders' deficit
            
            
            (2,588,603
            )Total
      liabilities and stockholders' deficit
            
            $
            306,263





See
accompanying summary of accounting policies and notes to financial
statements.




23




EAST
      DELTA RESOURCES CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONSFor
      the Years ended December 31, 2007 and 2006 andPeriod
      from March 4, 1999 (inception) through December 31, 2007Year
      ended
              December
      31,
              2007
            
            
            Year
      ended
              December
      31,
              2006
            
            
            For
      the period
              March
      4, 1999
              (inception
      of
              development
              stage)
      to
              December
      31,
              2007Revenues:Consulting
            
            $
            -
            
            
            $
            -
            
            
            $
            86,544Total
      revenues
            
            
            -
            
            
            
            -
            
            
            
            86,544Operating
      expenses:Officer
      and director compensation
            
            
            13,500
            
            
            
            -
            
            
            
            393,255Consulting
      and professional
            
            
            1,664,498
            
            
            
            2,012,858
            
            
            
            10,697,294General
      and administrative
            
            
            583,877
            
            
            
            862,717
            
            
            
            8,860,107Total
      operating expenses
            
            
            2,261,875
            
            
            
            2,875,575
            
            
            
            19,950,656Operating
      loss
            
            
            (2,261,875
            )
            
            
            (2,875,575
            )
            
            
            (19,864,112
            )Loss
      on derivative liabilities
            
            
            -
            
            
            
            -
            
            
            
            (7,723,498
            )Interest
      income (expense)
            
            
            (3,601
            )
            
            
            (17,052
            )
            
            
            2,950(Loss)
      Gain on currency transactions
            
            
            (149,793
            )
            
            
            (100,035
            )
            
            
            (261,751
            )Net
      loss beforeminority
      interest
            
            
            (2,415,269
            )
            
            
            (2,992,662
            )
            
            
            (27,846,411
            )Minority
      interest in subsidiaryincome
      (loss)
            
            
            6,242
            
            
            
            860
            
            
            
            7,662Net
      loss
            
            $
            (2,409,027
            )
            
            $
            (2,991,802
            )
            
            $
            (27,838,749
            )Basic
      and dilutednet
      loss per share
            
            $
            (0.05
            )
            
            $
            (0.07
            )Weighted
      average shares outstandingbasic
      and diluted
            
            
            48,681,541
            
            
            
            45,879,461








See
accompanying summary of accounting policies and notes to financial
statements.





24


EAST
      DELTA RESOURCES CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)Period
      from March 4, 1999 (Inception) Through December 31,
  2007




Additional
            
            
            Other
            
            
            
            
            
            DuringCommon
      Stock
            
            
            
            
            
            Paid-in
            
            
            Comprehensive
            
            
            Subscription
            
            
            DevelopmentShares
            
            
            Par
            
            
            Capital
            
            
            Income
            
            
            Receivable
            
            
            Stage
            
            
            TotalBalances,
      March 4, 1999
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued- for cash
            
            
            10,778,000
            
            
            
            1,078
            
            
            
            232,333
            
            
            
            -
            
            
            
            (2,980
            )
            
            
            -
            
            
            
            230,431- for services
            
            
            843,000
            
            
            
            84
            
            
            
            84,216
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            84,300Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (192,331
            )
            
            
            (192,331
            )Balances,
      December 31, 1999
            
            
            11,621,000
            
            
            
            1,162
            
            
            
            316,549
            
            
            
            -
            
            
            
            (2,980
            )
            
            
            (192,331
            )
            
            
            122,400Shares
      issued- for services
            
            
            600,000
            
            
            
            60
            
            
            
            59,940
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            60,000Collection
      on subscription
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,980
            
            
            
            -
            
            
            
            2,980Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (161,111
            )
            
            
            (161,111
            )Balances,
      December 31, 2000
            
            
            12,221,000
            
            
            
            1,222
            
            
            
            376,489
            
            
            
            -
            
            
            
            -
            
            
            
            (353,442
            )
            
            
            24,269Shares
      issued- for services
            
            
            1,000,000
            
            
            
            100
            
            
            
            99,900
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            100,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (164,782
            )
            
            
            (164,782
            )Balances,
      December 31, 200
            
            
            13,221,000
            
            
            
            1,322
            
            
            
            476,389
            
            
            
            -
            
            
            
            -
            
            
            
            (518,224
            )
            
            
            (40,513
            )Shares
      issued- for services
            
            
            2,000,000
            
            
            
            200
            
            
            
            222,800
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            223,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (232,016
            )
            
            
            (232,016
            )Balances,
      December 31, 2002
            
            
            15,221,000
            
            
            
            1,522
            
            
            
            699,189
            
            
            
            -
            
            
            
            -
            
            
            
            (750,240
            )
            
            
            (49,529
            )Shares
      issued- for services
            
            
            4,500,000
            
            
            
            450
            
            
            
            202,386
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            202,836Cancellation
      of shares
            
            
            (4,500,000
            )
            
            
            (450
            )
            
            
            (202,386
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (202,836
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (104,382
            )
            
            
            (104,382
            )Balances,
      December 31, 2003
            
            
            15,221,000
            
            
            
            1,522
            
            
            
            699,189
            
            
            
            -
            
            
            
            -
            
            
            
            (854,622
            )
            
            
            (153,911
            )Common
      stock subscribed
            
            
            100,000
            
            
            
            10
            
            
            
            11,990
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            12,000Warrants
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (316,667
            )
            
            
            (316,667
            )Balances,
      March 31, 2004
            
            
            15,321,000
            
            
            
            1,532
            
            
            
            1,011,179
            
            
            
            -
            
            
            
            -
            
            
            
            (1,171,289
            )
            
            
            (158,578
            )Shares
      issued- to acquire Omega
            
            
            11,366,250
            
            
            
            1,137
            
            
            
            4,886,350
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,887,487- for services
            
            
            6,569,575
            
            
            
            657
            
            
            
            3,085,585
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,086,242- for cash
            
            
            7,118,750
            
            
            
            712
            
            
            
            1,220,791
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,221,503Warrants
      and options issued- for services
            
            
            -
            
            
            
            -
            
            
            
            2,255,040
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,255,040Transition
      of instrumentsfrom equity to liabilities
            
            
            -
            
            
            
            -
            
            
            
            (3,526,285
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (3,526,285
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (15,814,994
            )
            
            
            (15,814,994
            )Balances,
      March 31, 2005
            
            
            40,375,575
            
            
            
            4,038
            
            
            
            8,932,660
            
            
            
            -
            
            
            
            -
            
            
            
            (16,986,283
            )
            
            
            (8,049,585
            )Shares
      issued- for services
            
            
            1,866,000
            
            
            
            187
            
            
            
            1,346,303
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,346,490- for cash
            
            
            2,859,751
            
            
            
            285
            
            
            
            1,167,565
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,167,850Sale
      of minority interest
            
            
            -
            
            
            
            -
            
            
            
            196,197
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            196,197Warrants
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            283,478
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            283,478Transition
      of instrumentsfrom liabilities to equity
            
            
            -
            
            
            
            -
            
            
            
            10,967,583
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            10,967,583Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (5,451,636
            )
            
            
            (5,451,636
            )Balances,
      December 31, 2005
            
            
            45,101,326
            
            
            
            4,510
            
            
            
            22,893,786
            
            
            
            -
            
            
            
            -
            
            
            
            (22,437,919
            )
            
            
            460,377Shares
      issued- for services
            
            
            1,903,500
            
            
            
            191
            
            
            
            1,015,064
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,015,255- for cash
            
            
            16
            
            
            
            -
            
            
            
            10
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            10Warrants
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            286,152
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            286,152Sale
      of minority interest
            
            
            -
            
            
            
            -
            
            
            
            3,051
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,051Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,991,802
            )
            
            
            (2,991,802
            )Balances,
      December 31, 2006
            
            
            47,004,842
            
            
            
            4,701
            
            
            
            24,198,063
            
            
            
            -
            
            
            
            -
            
            
            
            (25,429,721
            )
            
            
            (1,226,957
            )Shares
      issued- for services
            
            
            2,544,000
            
            
            
            254
            
            
            
            610,846
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            611,100- for cash
            
            
            1,300,000
            
            
            
            130
            
            
            
            149,870
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            150,000Warrants
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            147,584
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            147,584Effect
      of exchange in cash
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            138,697
            
            
            
            -
            
            
            
            -
            
            
            
            138,697Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,409,027
            )
            
            
            (2,409,027
            )Balances,
      December 31, 2007
            
            
            50,848,842
            
            
            $
            5,085
            
            
            $
            25,106,363
            
            
            $
            138,697
            
            
            $
            -
            
            
            $
            (27,838,748
            )
            
            $
            (2,588,603
            )


See
accompanying summary of accounting policies and notes to financial
statements.


25




EAST
      DELTA RESOURCES CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the Years ended December 31, 2007 and 2006 andPeriod
      from March 4, 1999 (inception) through December 31, 2007Year
      ended
              December
      31,
              2007
            
            
            Yearended
              December
      31,
              2006
            
            
            For
      the period
              March
      4, 1999
              (inception
      of
              development
              stage)
      to
              December
      31,
              2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (2,409,027
            )
            
            $
            (2,991,802
            )
            
            $
            (27,838,748
            )Adjustments
      to reconcile net loss to cash usedin
      operating activities:Depreciation
      and amortization expense
            
            
            53,557
            
            
            
            20,657
            
            
            
            74,214Loss
      on derivative liabilities
            
            
            -
            
            
            
            -
            
            
            
            7,723,498Loss
      on currency transactions
            
            
            149,793
            
            
            
            100,035
            
            
            
            243,788Bad
      debt expense
            
            
            10,403
            
            
            
            -
            
            
            
            10,403Stock
      issued for services
            
            
            611,100
            
            
            
            1,015,255
            
            
            
            11,256,186Warrant
      / option expense
            
            
            147,583
            
            
            
            286,152
            
            
            
            2,990,053Minority
      interest
            
            
            6,292
            
            
            
            (860
            )
            
            
            4,872Changes
      in assets and liabilities:Prepaid
      expenses and other receivables
            
            
            1,429
            
            
            
            16,697
            
            
            
            18,126Accounts
      payable and accrued liabilities
            
            
            642,476
            
            
            
            271,845
            
            
            
            1,092,761CASH
      USED IN OPERATING ACTIVITIES
            
            
            (786,394
            )
            
            
            (1,282,021
            )
            
            
            (4,424,847
            )CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      received from purchase of Omegawith
      common stock
            
            
            -
            
            
            
            -
            
            
            
            157,687Loan
      to Sino Silver
            
            
            -
            
            
            
            -
            
            
            
            (150,545
            )Repayment
      from Sino Silver
            
            
            150,000
            
            
            
            -
            
            
            
            150,000Note
      receivable from third party
            
            
            -
            
            
            
            (30,010
            )
            
            
            (30,010
            )Purchase
      of fixed assets
            
            
            (10,523
            )
            
            
            (42,591
            )
            
            
            (53,114
            )CASH
      PROVIDED BY INVESTING ACTIVITIES
            
            
            139,477
            
            
            
            (72,601
            )
            
            
            74,018CASH
      FLOWS FROM FINANCING ACTIVITIESPayment
      of deferred financing costs
            
            
            -
            
            
            
            (38,330
            )
            
            
            (38,330
            )Payments
      to related party
            
            
            -
            
            
            
            -
            
            
            
            (53,000
            )Advances
      from related party
            
            
            -
            
            
            
            -
            
            
            
            53,000Proceeds
      from related party loan
            
            
            -
            
            
            
            25,000
            
            
            
            422,474Repayments
      of related party loan
            
            
            -
            
            
            
            (175,000
            )
            
            
            (422,474
            )Proceeds
      from short term note payable
            
            
            215,000
            
            
            
            -
            
            
            
            215,000Proceeds
      from convertible notes
            
            
            150,000
            
            
            
            1,193,565
            
            
            
            1,193,565Sale
      of minority interest in subsidiary
            
            
            -
            
            
            
            5,000
            
            
            
            305,500Shares
      issued for cash, net of offering costs
            
            
            -
            
            
            
            10
            
            
            
            2,784,774CASH
      PROVIDED BY FINANCING ACTIVITIES
            
            
            365,000
            
            
            
            1,010,245
            
            
            
            4,460,509EFFECT
      OF EXCHANGE IN CASH
            
            
            138,697
            
            
            
            -
            
            
            
            138,697NET
      CHANGE IN CASH
            
            $
            (143,220
            )
            
            $
            (344,377
            )
            
            $
            248,377Cash,
      beginning of period
            
            $
            391,597
            
            
            $
            735,974
            
            
            $
            -Cash,
      end of period
            
            $
            248,377
            
            
            $
            391,597
            
            
            $
            248,377Cash
      paid for:Interest
            
            $
            51,380
            
            
            $
            20,000
            
            
            $
            51,380Income
      Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      investing and financing activities:Stock
      payable for deferred financing costs
            
            
            
            
            
            
            38,330
            
            
            
            38,330





See
accompanying summary of accounting policies and notes to financial
statements.




26




EAST
DELTA RESOURCES CORP.


(A
Development Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE
1 - NATURE OF OPERATIONS AND ACCOUNTING POLICIES





AVIC
Technologies Ltd. was incorporated in Delaware on March 4, 1999. AVIC initially
intended to participate in the building industry in China and other countries of
Asia, however for various reasons, its business in China has stagnated and
therefore its Board has decided that it was in the best interests of the
stockholders to seek other opportunities. On June 30, 2004, AVIC acquired all of
the shares of Omega Resources, Inc.(formerly East Delta Resources Corp.) and
changed its own name to East Delta Resources Corp. East Delta is a mining
company in the exploration stage. Omega was initially incorporated in Delaware
and intended to engage in the business of gold exploration, development and
production in China. Through the acquisition of Omega, East Delta has entered
China for its mineral exploration business.





Principles
of Consolidation


The
accompanying consolidated financial statements include the accounts of East
Delta, its wholly-owned subsidiaries, Omega and Amingo Resources, Inc., its
majority owned subsidiary, Sino Canadian Metals, Inc. ("Sino Canadian") and its
majority owned subsidiaries, Guizhou Amingo Resources, Inc. ("Guizhou Amingo")
and Qinghai Dong Zhou Metals Development Company Ltd. (“Qinghai Dong Zhou”)
which are two Chinese Sino-foreign joint ventures limited liability companies.
The Company has not identified any variable interests in which the Company is
the primary beneficiary for both joint ventures. All significant inter-company
accounts and balances have been eliminated in consolidation. With respect to
East Delta's investments in Guizhou Amingo and Qinghai Dong Zhou, East Delta has
not presented a minority interest in the accompanying consolidated financial
statements because its joint venture partners are not responsible for funding
operating deficits. If Guizhou Amingo and Qinghai Dong Zhou generate positive
results of operations in the future, the amount of such income allocated to the
minority members will be adjusted for previous losses incurred by Guizhou Amingo
and Qinghai Dong Zhou to the extent that their minority interest balances are
positive.





Reclassifications


Certain
prior year amounts have been reclassified to conform to the current year
presentation.





Use
of Estimates


The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.





Foreign
Currency Translation


The
consolidated financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation", foreign denominated monetary assets and liabilities are
translated to their United States dollar equivalents using foreign exchange
rates as of the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations. Translation adjustments were not material for the years ended
December 31, 2007 and December 31, 2006. The company incurred a foreign currency
loss of $149,793 and $100,035, respectively, related to debentures denominated
in Euros.





Foreign
Currency Risks


East
Delta operates in China through its subsidiaries Amingo Resources and Sino
Canadian Metals that in turn are partnered with local Chinese entities forming
two Joint Venture Companies, Guizhou-Amingo Resources Ltd and Qinghai Dong Zhou
Metals Development Company Ltd., respectively.





Chinese
law strictly controls and restricts the inflow and repatriation of foreign
investment funds. All foreign entities may operate in China partnered with local
Chinese as Joint Venture Companies. The detailed rules may vary from province to
province, however, the basic laws are that profits may be sent back to the
native country and the principal may be returned after several years, usually
four years.





Basic
and Diluted Net Loss per Share


The basic
net loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted net loss per common share
is computed by dividing the net loss adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For the years ended December 31, 2007 and 2006, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation
of diluted net loss per common share.




27




Cash
and Cash Equivalents


Cash and
cash equivalents include all highly liquid investments with original maturities
of three months or less.





Income
Taxes


Income
tax expense is based on reported earnings before income taxes. Deferred income
taxes reflect the impact of temporary differences between assets and liabilities
recognized for consolidated financial reporting purposes and such amounts
recognized for tax purposes, and are measured by applying enacted tax rates in
effect in years in which the differences are expected to reverse.





Stock-Based
Compensation


Effective
January 1, 2006, East Delta began recording compensation expense associated with
stock options and other forms of equity compensation in accordance with
Statement of Financial Accounting Standards No. 123R, Share-Based Payment, as
interpreted by SEC Staff Accounting Bulletin No. 107. Prior to January 1, 2006,
East Delta accounted for stock options according to the provisions of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations, and therefore no related compensation expense was
recorded for awards granted with no intrinsic value. East Delta adopted the
modified prospective transition method provided for under SFAS No. 123R, and,
consequently, has not retroactively adjusted results from prior
periods. During the years ended December 31, 2007 and 2006, East Delta did
not grant any options to its employees.





Derivative
financial instruments


East
Delta does not use derivative instruments to hedge exposures to cash flows,
market, or foreign currency risks. East Delta evaluates all of it financial
instruments to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives. For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value and is then re-valued at each reporting date using
the Black-Scholes pricing model, with changes in the fair value reported as
charges or credits to income. For option-based derivative financial instruments,
East Delta uses the Black-Scholes option-pricing model to value the derivative
instruments at inception and subsequent valuation dates. The classification of
derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is re-assessed at the end of each reporting period.
Derivative instrument liabilities are classified in the balance sheet as current
or non-current based on whether or not net-cash settlement of the derivative
instrument could be required within 12 months of the balance sheet
date.





Recently
Issued Accounting Pronouncements


There
were various accounting standards and interpretations issued during 2007 and
2006, none of which are expected to have a material impact on the East Delta’s
consolidated financial position, operations or cash flows.




NOTE
2 - GOING CONCERN





East
Delta is in the development stage and will require a significant amount of
capital to proceed with its business plan. East Delta's ability to continue as a
going concern is ultimately contingent upon its ability to attain profitable
operations through the successful development of its business model and/or the
integration of an operating business. As shown in the accompanying consolidated
financial statements, East Delta incurred losses of $2,409,028 and $2,991,802
for the years ended December 31, 2007 and 2006, respectively, and has an
accumulated deficit of $27,838,748 as of December 31, 2007. These conditions
raise substantial doubt as to East Delta's ability to continue as a going
concern. Management's plans include obtaining additional capital through debt or
equity financing. The consolidated financial statements do not include any
adjustments that might be necessary if East Delta is unable to continue as a
going concern.




NOTE
3 - CONVERTIBLE NOTES





During
the period between March 15, 2006 and May 2, 2006, East Delta issued an
aggregate of 980,000 Euros, or approximately $1,193,565 on the date of issuance,
in convertible debentures denominated in Euros. The notes were issued at a price
of 1 Euro per debenture. The debentures are 6% senior secured convertible notes,
convertible at the option of the note holders into shares of the East Delta's
common stock, at a conversion price of 0.80 Euros. The maturity date for these
notes is March 31, 2008. A sales commission totaling 6% of the proceeds, in cash
and common stock, was paid related to this issuance. The total commission of
$76,660 on the sale was capitalized as deferred financing costs and will be
amortized over the life of the note using the effective interest method. As of
December 31, 2007, the cash portion of this commission was paid and the common
stock portion was accrued. As of December 31, 2007, $61,397 of deferred
financing costs had been amortized. Because the conversion prices are higher
than the market trading price of East Delta's common stock when the notes were
issued, no Beneficial Conversion Feature was created. East Delta analyzed these
instruments for derivative accounting consideration under SFAS 133 and EITF
00-19 and determined the convertible notes were conventional and the warrants
met the criteria for classification in stockholders equity under SFAS 133 and
EITF 00-19. Therefore, derivative accounting is not applicable for these
instruments.





These
notes are currently in default and East Delta is in the process of negotiation
with lenders to extend the loans.





28




NOTE
4 - RELATED PARTY TRANSACTIONS





On
December 28, 2005, Sino Canadian loaned Sino Silver Corp., a company operated by
a related party, $150,000 in a term loan with an interest rate of 2% on the
outstanding balance per month, or fraction thereof. Sino Silver's exploration
properties in China were pledged as collateral to the loan. The principal amount
was paid in full during the second quarter of 2007. In addition to the principal
repayment, Sino Canadian received 100,000 common shares of Silver Dragon
Resources as interest. 50,000 unrestricted shares of Silver Dragon were sold on
the open market for $101,500 and 50,000 restricted shares of Silver Dragon
Resources were sold to two related parties at $50,000. Sino Canadian recognized
$71,750 loss in the later transaction.





In 2003,
East Delta rented its office space from one stockholder under a month to month
lease arrangement that required monthly consideration of $3,500 (or $42,000 for
the year, which amount represented total rent expense for the year). As of April
1, 2005 and up to-date, the owner of this leased office space who is also a
director and shareholder of East Delta, agreed to let East Delta continue
occupying these offices rent free until further notice. Rent was accrued by East
Delta. As of December 31, 2007, East Delta had a payable of $6,000 to this
director.





During
the year ended March 31, 2005, East Delta issued 30,000 shares of its common
stock, valued at $11,100 and 500,000 warrants to purchase common shares valued
at $60,000 to its President as consideration for services rendered during the
year.





During
the year ended December 31, 2005:





- East
Delta received total advances of $35,000 from a related party to fund its
operations. These advances are due on demand, bear no interest and are
unsecured. The entire $35,000 was repaid in December 2005.





- East
Delta borrowed $300,000 from a related party under a term note. This note was
due on November 15, 2005, bears 12% interest per annum and is unsecured. During
2005, the Company repaid $150,000 of the $300,000 amount due.





During
the year ended December 31, 2006:





- East
Delta repaid $150,000 on its $300,000 related party loan.





- East
Delta received an advance of $25,000 from a related party to fund its
operations. This advance is due on demand, bears interest at 12% per annum and
is unsecured. The advance of $25,000 and interest of $20,000 were repaid in
October 2006.








NOTE
5 - NOTES PAYABLE





During
2007, East Delta borrowed $210,000 from a third party under two term loans.
These notes are due in 2008, bears interest at 12% per annum.








NOTE
6 - INCOME TAXES





East
Delta uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During the year ended December 31, 2007, East
Delta incurred net losses and, therefore, has no tax expense. The net deferred
tax asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is approximately $5,666,000 at
December 31, 2007, and will expire in the years 2019 through 2027.





At
December 31, 2007, deferred tax assets consisted of the following:





Deferred
      tax assetsNet operating losses
            
            $
            1,983,100Less: valuation allowance
            
            
            (1,983,100
            )Net
      deferred tax asset
            
            $
            -








NOTE
7- COMMON STOCK





From
inception through December 31, 2003:





-
East Delta issued 4,443,000 shares of common stock to consultants for their
services. The shares were valued and recorded at $467,300.





-
East Delta sold 10,778,000 shares of common stock for cash of
$233,411.





29




-
East Delta issued a total of 3,000,000 shares to two related individuals (one of
whom is currently East Delta's President and Director) and 1,500,000 shares to a
non-related entity for various services and rent to be performed and/or provided
in 2003. Pursuant to the agreement between the parties, the shares were canceled
in October 2003 because East Delta failed to consummate a merger transaction by
September 30, 2003. As a result, during the year ended December 31, 2003, no
expense resulted from these share issuances.





During
the three months ended March 31, 2004:





-
East Delta sold 100,000 shares of common stock for cash of $12,000.





During
the year ended March 31, 2005:





-
East Delta acquired 100 percent of the outstanding common shares of Omega, in
exchange for the issuance of 11,366,250 shares of East Delta's common stock.
These shares were valued at $4,887,487 based on the market price of East Delta's
common shares on the date of the acquisition. See Note 4 for details. The
purchase included cash of $157,687 and the balance is shown as compensation
expense in the current year.





-
East Delta issued 6,569,575 shares of common stock to consultants for their
services. These shares were valued and recorded at $3,086,242.





-
East Delta sold 7,118,750 shares of common stock and 1,940,000 warrants to
purchase common stock to several investors for total proceeds of $1,221,503. The
relative fair value for the warrants is $285,275.





During
the nine months ending December 31, 2005:





-
East Delta issued 1,866,000 shares of common stock to consultants for their
services. These shares were valued and recorded at $1,346,490.





-
East Delta sold 2,859,751 shares of common stock for cash of $1,202,850. East
Delta paid $35,000 to its broker as the offering cost.





During
the year ending December 31, 2006:





- East
Delta issued 1,903,500 shares of common stock to consultants for their services.
These shares were valued and recorded at $1,015,255.





- East
Delta sold 16 shares of common stock for cash of $10.





During
the year ending December 31, 2007:





- East
Delta issued 2,544,000 shares of common stock to consultants for their services.
These shares were valued and recorded at $611,100.





- East
Delta sold 1,300,000 shares of common stock for cash of $150,000.




NOTE
8 - WARRANTS AND OPTIONS





During
the three months ended March 31, 2004:





- East
Delta granted several consultants 3,000,000 warrants to purchase East Delta's
common stock. These warrants are exercisable immediately at $.10 and expire on
January 31, 2009. The fair value of these warrants was $300,000 which has been
expensed.





During
the year ended March 31, 2005:





- East
Delta granted its President 500,000 options to purchase East Delta's common
stock. These options are exercisable immediately at $.20 and expire in October
2007. The intrinsic value of these options was $60,000 which has been
expensed.





- East
Delta granted several consultants 7,840,500 warrants to purchase East Delta's
common stock. These warrants are exercisable immediately at the following
exercise prices: 5,200,000 shares at $2,200,000 shares at $.3, 1,288,000 shares
at $.4, 500,000 shares at $.5, 452,500 shares at $.6 and 200,000 shares at $.75.
These warrants expire in the period July 2007 through February 2010. The fair
value of these warrants was $1,912,840 which has been expensed.





- East
Delta granted several investors 1,940,000 warrants associated with the sale of
East Delta's common stock. These warrants are exercisable immediately at the
following exercise prices: 1,700,000 shares at $.5 and 240,000 shares at $.75.
These warrants expire in the
period October 2007 through February 2010. The relative fair value of these
warrants was $285,275.





30




During
the nine months ended December 31, 2005:





-
East Delta granted several consultants 700,000 warrants to purchase East Delta's
common stock. These warrants are exercisable immediately at $.60 per share and
expire on February 28, 2007. The fair value of these warrants was $283,478 which
has been expensed.





-
East Delta granted four investors 406,417 warrants associated with the sale of
East Delta's common stock. These warrants are exercisable immediately at $.75
per share and expire in the period February 2007 through February 2010. The
relative fair value of these warrants was $75,975.





-
East Delta granted two investors 2,200,000 warrants associated with
the  sale of East Delta's common stock. These warrants are exercisable
immediately at the exercise prices from $0.55 to $0.75 per share and expire in
August 2008. The relative fair value of these warrants was
$304,363.





-
East Delta granted two investors 1,533,350 warrants associated with
the  sale of East Delta's common stock. These warrants are exercisable
immediately; 1,500,000 warrants at $.60, 33,350 warrants at $.75 per share, all
which expire on December 31, 2008. The relative fair value of these warrants was
$268,915.





During
the twelve month ending December 31, 2006:





-
East Delta granted a consultant 1,000,000 warrants to purchase East Delta’s
common stock.  These warrants are exercisable immediately at the
following exercise price: 500,000 shares at $.50 per share and 500,000 shares at
$.65. These warrants expire on January 31, 2009 and July 31, 2009, respectively.
The warrants were valued using the Black-Scholes method with a volatility
of 84.80% and a discount rate of 4.4%. The Company recorded $286,152 of
expense to the warrants.




During
the twelve month ending December 31, 2007:





-
During the year ended December 31, 2007, East Delta granted two consultants an
aggregate 1,000,000 warrants to purchase East Delta's common stock. These
warrants are exercisable immediately at $0.35 per share and expire on December
31, 2009. The warrants were valued using the Black-Scholes Method with the
following assumptions: i) Expected share price volatility of 85.00%; ii) Risk
free interest rate of 4.9%; iii) Expected weighted average life - 2.8 years; and
iv) No dividend yield. East Delta recorded $147,584 of expense related to these
warrants.





Summary
      information regarding options and warrants is as follows:Weighted
            
            
            
            
            
            WeightedAverage
            
            
            
            
            
            AverageExercise
            
            
            
            
            
            ExerciseOptions
            
            
            Price
            
            
            Warrants
            
            
            PriceThree
      months ended March 31, 2004:Granted
            
            
            -
            
            
            $
            -
            
            
            
            3,000,000
            
            
            $
            0.10Outstanding
      at March 31, 2004
            
            
            -
            
            
            
            -
            
            
            
            3,000,000
            
            
            
            0.10Twelve
      months ended March 31, 2005:Granted
            
            
            500,000
            
            
            
            0.20
            
            
            
            9,780,500
            
            
            
            0.32Outstanding
      at March 31, 2005
            
            
            500,000
            
            
            $
            0.20
            
            
            
            12,780,500
            
            
            $
            0.26Nine
      months ended December 31, 2005:Granted
            
            
            -
            
            
            
            -
            
            
            
            4,839,767
            
            
            
            0.62Outstanding
      at December 31, 2005
            
            
            500,000
            
            
            $
            0.20
            
            
            
            17,620,267
            
            
            $
            0.38Twelve
      months ended December 31, 2006:Granted
            
            
            -
            
            
            
            -
            
            
            
            1,000,000
            
            
            
            0.58Outstanding
      at December 31, 2006
            
            
            500,000
            
            
            $
            0.20
            
            
            
            18,620,267
            
            
            $
            0.39Twelve
      months ended December 31, 2007:Granted
            
            
            -
            
            
            
            -
            
            
            
            1,000,000
            
            
            
            0.35Expired
            
            
            (500,000)
            
            
            
            0.20
            
            
            
            (9,974,417)
            
            
            
            0.36Outstanding
      at December 31, 2007
            
            
            -
            
            
            $
            -
            
            
            
            9,645,850
            
            
            $
            0.42




31




Options
and warrants outstanding and exercisable as of December 31, 2007:





Exercise
            
            Remaining
            
            Warrants
            
            
            WarrantsPrice
            
            Life
            
            Outstanding
            
            
            Exercisable0.10
            
            1 years
            
            
            3,000,000
            
            
            
            3,000,0000.75
            
            2 years
            
            
            200,000
            
            
            
            200,0000.60
            
            2
      years
            
            
            452,500
            
            
            
            452,5000.50
            
            3 years
            
            
            500,000
            
            
            
            500,0000.65
            
            3 years
            
            
            500,000
            
            
            
            500,0000.35
            
            2 years
            
            
            500,000
            
            
            
            500,0000.35
            
            2 years
            
            
            500,000
            
            
            
            500,0000.75
            
            2
      years
            
            
            240,000
            
            
            
            240,0000.75
            
            2
      years
            
            
            20,000
            
            
            
            20,0000.55
            
            .5 years
            
            
            1,000,000
            
            
            
            1,000,0000.60
            
            .5 years
            
            
            1,000,000
            
            
            
            1,000,0000.75
            
            .5 years
            
            
            200,000
            
            
            
            200,0000.60
            
            1 years
            
            
            1,500,000
            
            
            
            1,500,0000.75
            
            1 years
            
            
            33,350
            
            
            
            33,3509,645,850
            
            
            
            9,645,850




NOTE
9 - INVESTMENTS IN JOINT VENTURES IN CHINA - GUIZHOU AMINGO RESOURCES, INC. AND
OTHER AGREEMENTS





In
February 2004, Amingo signed a joint venture contract with the provincial and
county governments of Guizhou Province and Jinping County, respectively, to
explore and mine gold within their territories. Under the terms of the
agreement, Amingo acquired rights to develop an 85 square kilometer property in
the county, and Amingo is eligible to earn up to 84% of the net revenues
extracted from this particular property. In May 2004, the Guizhou Provincial
Industrial and Commercial Administrative Bureau approved this joint venture
project. In September 2004, the joint venture received its business license,
valid for a period of twenty years and started to operate under the name of
Guizhou Amingo Resources Inc ("Guizhou Amingo"). The success of this venture is
fully dependant on Amingo's obtaining the necessary financing and no assurances
can be given that sufficient funding will be found, and even if such funding is
located, that the venture will result in any viable ore bodies being uncovered
and profitably mined.





With
respect to such financing, Amingo has agreed to contribute $1,000,000 to fund
Guizhou Amingo's early stage preliminary exploration activities. As of December
31, 2007, Amingo has funded $950,000 of this amount. Amingo also contributed
approximately $514,000, which is to be used for activities outside of the joint
venture. Guizhou Amingo is consolidated for financial reporting
purposes.





Huang
Yuan Nickel-Copper Production Plant.





The
Company’s 63% owned subsidiary, Sino-Canadian Metals Inc. formed an 80%
ownership joint venture, Qinghai Dong Zhou Metals Development Company Ltd
in late 2007. This JV in China has commenced construction of a nickel-copper
processing plant in Huang Yuan, China capable of processing up to 50 tons of raw
NI-Cu ore, refining it to a 70-80% purity level and selling the resultant
materials to major Chinese metals refiners.





The
facility is to be located 75 kilometers north east of the provincial capital
city of Xining in a building that currently is being rented on a month-to-month
basis and we intend to be negotiating a longer term lease upon plant completion
in the spring of 2008. Our partner, Professor Liu Jiang has acquired an idle 50
ton per day capacity furnace, which his team is adapting for processing raw
nickel/copper ore. We have purchased additional needed equipment. The plant is
being assembled and is expected to be ready to produce an 80% pure Nickel/
copper aggregate product by about the middle of the second quarter, 2008. The
output of this plant is readily sold to major refineries that further purify the
nickel and copper. Current plans envision, ultimately, at least one 50 tons/day
metal processing facility capable of producing Nickel, Copper and other metals
aggregates with the very likely possibility of replicate these facilities in
other areas of China.  Sino-Canadian has lined up four major Nickel
Copper Producers as potential customers of the plant output.





32





NOTE
10 - COMMITMENTS AND CONTINGENCIES





East
Delta uses office space provided rent free by a director under an oral agreement
on a month to month basis. Rent was accrued by


the
Company at December 31, 2007. Guizhou Amingo leases it office spaces in China
under month to month leases.





East
Delta operates in China through its subsidiaries Amingo Resources and Sino
Canadian Metals. Chinese law strictly controls and restricts the inflow and
repatriation of foreign investment funds. All foreign entities may operate in
China partnered with local Chinese as Joint Venture Companies. The detailed
rules may vary from province to province, however, the basic laws are that
profits may be sent back to the native country and the principal may be returned
after several years, usually four years.








NOTE
11 – SUBSEQUENT EVENTS





During
the first quarter of 2008, East Delta issued 4,800,000 shares to its joint
venture partner for his services rendered under the joint venture agreement
related to the Huang Yuan nickel-copper plant. 3,200,000 shares were accrued by
East Delta before December 31, 2007 for a fair value of $576,000. The remaining
1,600,000 shares issued by East Delta in 2008 were recorded at their fair value
of $304,000.





Additionally,
East Delta also issued 220,000 shares to a consultant for his services rendered
to East Delta during 2007. These shares were accrued as at December 31, 2007 for
their fair value of $37,400.





In March
2008, East Delta borrowed $100,000 from a third party under a promissory note.
This loan is due October 1, 2008 and payable in 4 installments, monthly,
thereafter, and carries an interest payment of 25% per annum.




33




ITEM 8. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.




ITEM
8A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





The
Company’s President/Chief Operating Officer/Chief Financial Officer has
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
fiscal period ending December 31, 2007 covered by this Annual Report on Form
10-KSB. Based upon such evaluation, the President/Chief Operating Officer/Chief
Financial Officer has concluded that, as of the end of such period, the
Company’s disclosure controls and procedures were not effective as required
under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by
the Company’s President/Chief Operating Officer/Chief Financial Officer does not
relate to reporting periods after December 31, 2007.





Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





Our
management, including our President/Chief Operating Officer/Chief Financial
Officer, conducted an evaluation of the effectiveness of our internal control
over financial reporting. Based on its evaluation, our management concluded that
there is a material weakness in our internal control over financial reporting. A
material weakness is a deficiency, or a combination of control deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim
financial statements will not be prevented or detected on a timely
basis.





The
material weakness relates to lack of segregation of duty, financial statements
disclosures, expense recognition and related party transactions. These
deficiencies have been disclosed to our Board of Directors. Additional effort is
needed to fully remedy these deficiencies and we are continuing our efforts to
improve and strengthen our control processes and procedures.  We are
in the process of improving our internal control over financial reporting in an
effort to remediate these deficiencies by improving supervision and increasing
training of our accounting staff with our auditors and other outside advisors
respect to generally accepted accounting principles, providing additional
training to ensure that our controls management regarding use of estimates in
accordance with generally accepted accounting principles, increasing the use of
contract accounting assistance and procedures are adequate increasing the
frequency of internal financial statement review.





The most
prominent of these defects and our planned changes which we expect to become
effective in time for the December 31, 2008 audit are:




1. Inadequate
training and knowledge on the part of our internal Chinese bookkeeping and
accounting staff with respect to the requirements of U.S. GAAP. We plan on
correcting this by having training sessions with our Chinese staff given by U.S.
accountants or by U.S. trained accountants. This activity is scheduled for some
time during the fiscal 2008.




2. Lack
of any English speaking personnel with knowledge of accounting at our Chinese
operations. We intend, when funds permit, to have a bilingual, English-Chinese
accountant visit our operations and review our records at least once a month.
This individual is expected to be based in either Beijing or Hong
Kong.




3. This
individual will also assure quicker translation of all Chinese material into
English, either by doing the translation himself or assigning a translator to
the work in a timely fashion.




4. Improved
communications between all the various bookkeeping functions and audit
functions. This can be improved by having weekly interchanges directly between
the individuals involved. This change is to be implemented as soon as
possible.





Our
President / Chief Operating Officer / Chief Financial Officer has also evaluated
whether any change in our internal controls occurred during the fourth fiscal
quarter and has concluded that there were no significant changes in our internal
controls or in other factors that occurred during the fourth fiscal quarter that
has materially affected, or is reasonably likely to materially affect, these
controls.




34




This
annual report does not include an attestation report of the Company s registered
public accounting firm regarding internal control over financial reporting.
Management s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management s report in this Annual Report on Form 10-KSB.





Changes
in Internal Control Over Financial Reporting





No change
in the Company s internal control over financial reporting occurred during the
quarter ended December 31, 2007, that materially affected, or is reasonably
likely to materially affect, the Company s internal control over financial
reporting.





ITEM 8B.  OTHER INFORMATION





None





35





PART III








ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH
SECTION 16(A) OF THE SECURITIES ACT





Name
            Age
            PositionVictor
      Sun
            65
            President,
      CEO and Director since inceptionLouis
      Ladouceur
            66
            Director
      since February 2004






Officers
and Directors:





During
the twelve months ended December 31, 2007, Mr. David Bikerman resigned from the
office of President, and he and Mr. Felix Furst resigned as Directors of the
Company.





Victor I.
H. Sun, Director, Chief Executive Officer was appointed to the office of
President and is acting as Chief Operating Officer and Chief Financial Officer
until permanent replacements can be found.





Mr.
Victor Sun, CEO and Director





Mr. Sun
is a Professional Engineer with over 30 years of engineering and management
experience. Mr. Sun was with Lafarge Cement for 15 years, from August 1971 to
September 1986, where he directed the design of control and automation systems
for all new and rehabilitation projects. In the late 1970's, he initiated the
cement consulting market in China for Lafarge Consultants with the Fa Yuan
project and established a co-operative relationship with a major cement design
and research institute in China. He worked for Monenco Agra from Sept 1987 to
August 1997 as the instrumentation discipline engineer of the Hibernia Off-Shore
Platform Project. From 1996 to 1999, he served as Vice President of Asia Pacific
Concrete Inc. (Calgary exchange: symbol AFI), of Calgary, Alberta, a business
involved in the development with Chinese partners of cement and concrete
projects in China. (The name was changed to IVG Corporation in 2002 & the
new symbol is IVE.V). His experience in developing business with China's cement
industry dates back 24 years while being employed by Lafarge. Since helping
establish the China Pacific Industrial Corporation(CPIC), a private investment
company with holdings in Canada and China, he has continued to establish
relations with contacts in China and has been instrumental in developing CPIC's
potential joint venture projects.





Louis
Ladouceur, Director





Mr.
Ladouceur is the President and CEO of Delta Placement, a private investment
company in the international hospitality and related consulting
business.  He is an engineer by profession and has managed engineering
projects in the cement industry for over 25 years. He held various executive and
senior management positions in Lafarge and was the former Director of LCA
(Lafarge Consultant Automation), being responsible for the overall operation and
business development of LCA, providing automation advice, consulting services
and “turn-key” systems to all Lafarge's North American cement plants and outside
clients. His working experience in the engineering, financing and management
practice has helped him develop many new approaches to running a
company.  Mr. Ladouceur also was the President and CEO of
Sino-Canadian Resources Inc., an NASD Bulletin Board company that in 1996
undertook to develop gold and other mineral properties in China. Due to
unfavorable precious metals market at that time, Sino-Canadian was sold to
another company.





Directors
serve until not re-elected at an annual meeting of shareholders.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16 (a) of the Securities Exchange Act of 1934 requires the Company's officers,
directors and beneficial owners of more than ten percent of any class of
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
beneficial owners of more than ten percent are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. During the
fiscal year ending March 31, 2005, we became aware that 2 Directors, Mr. Victor
Sun and Mr. Louis Ladouceur failed to make timely filings on Form 4 to report
shares that they received through our acquisition of Omega resources. This as
been rectified as the requisite Forms 4 are being filed concurrent with this
filing. We have taken steps and implement procedures to forestall any recurrence
of these oversights.





Section
145 of the Delaware General Corporation Law, as amended, authorizes the Company
to indemnify any director or officer under certain prescribed circumstances and
subject to certain limitations against certain costs and expenses, including
attorney's fees actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which a person is a party by reason of being a director or officer of the
Company if it is determined that such person acted in
accordance with the applicable standard of conduct set forth in such statutory
provisions. The Company's Certificate of Incorporation contains provisions
relating to the indemnification of director and officers and the Company's
By-Laws extends such indemnities to the full extent permitted by Delaware
law.




36




The
Company has purchased and maintains insurance for the benefit of any director or
officer that covers claims for which the Company could not indemnify such
persons.





Code of
Business Conduct And Ethics For East Delta Resources and its
Subsidiaries





The
Company and all its subsidiaries have adopted a formal code of ethics that
applies to our principal executive officer and principal accounting officer. Our
Code of Ethics has previously been filed as an exhibit to the prior year’s 10KSB
and a copy of the Code will be delivered, free of charge, to any shareholder
requesting a copy.








ITEM
10. EXECUTIVE COMPENSATION





SUMMARY
COMPENSATION TABLE





Name
      andPrincipal
      Position
            
            
            
            
            
            
            Other
            
            Long-termCompensation:
      Options
            
            Year
            
            Salary
            
            Bonus
            
            CompensationVictor
      I. H. Sun
            
            
            (1)
            
            
            $
            24,000
            
            none
            
            none(President,
      COO, CFO)





(1)  Twelve
months ended December 31, 2007. No additional bonuses were awarded to him during
the twelve months ended December 31, 2007.





(c)  Options/SAR
Grants Table





None.





(d)  Aggregated
Option/SAR Exercises and Fiscal Year End Option/SAR Value Table





None.





(e)  Long
Term Incentive Plan ("LTIP") Awards Table





None.





(f)  Compensation
of Directors





Directors
are to receive, each, a sum of US$1,000 honorarium for each attendance at a
Board of Directors meeting, plus an annual stipend of $2,000 to cover expenses.
As at December 31, 2006, none of the above honorarium has been
paid.





(g)
Employment Contracts and Termination of Employment, and Change-in-Control
Arrangements





None.




(h)
Report on Re-pricings of Options/SARs





None.





Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.





Officers,
directors and greater-than-ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. During the fiscal year ending March 31, 2005, all the directors and
officers filed the requisite Forms 3 and Forms 4.





37





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth information as of December 31, 2005 regarding the
beneficial ownership of the Company's Common Stock, $0.0001 par value, as of the
date hereof and after the Offering by (i) each person known by the Company to
own beneficially more than five percent of the Company's outstanding shares of
Common Stock, (ii) each director and executive officer of the Company who owns
shares and (iii) all directors and executive officers of the Company as a group.
Unless otherwise indicated, all shares of Common Stock are owned by the
individual named as sole record and beneficial owner with exclusive power to
vote and dispose of such shares. None of the people listed below owns any other
securities of the Company. There are no arrangements which may result in a
change in control of the Company.




Name
            
            Number
      ofshares
      ownedbeneficially
            
            %
      of totalVictor
      Sun
            
            
            1,891,000
            
            3.7Louis
      Ladouceur
            
            
            1,540,000
            
            2.6All
      Directors and Officers
            
            
            3,431,000
            
            6.3







ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





None








ITEM
13.  EXHIBITS





(a) List
of exhibits








Exhibit
      No.
            Description
            
            Location21
            
            List
      of Subsidiaries
            
            Provided
      herein31.1
            
            Certification
      Pursuant to Section 302
            
            Provided
      herein32.1
            
            Certification
      Pursuant to 18 U.S.C. Section 1350
            
            Provided
      herein








ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Fees
Billed by our Auditors Fiscal Year 2007





During
the twelve months ended December 31, 2007, Malone and Bailey of Houston provided
various audit and audit related services to East Delta Resources. The fees
associated with those services are as follows:




December
      31, 2007Audit
      fees (1)
            
            $
            22,000







The Board
of Directors has determined that the fees received by Malone and Bailey for
professional services are compatible with maintaining Malone and Bailey’s
independence.




38




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.




Date:
      April 15, 2008
            By:
            /s/ Victor
      I.H. SunVictor
      I.H. SunPresident,
      Chief Operating Officer,
              Chief
      Financial Officer






Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




/s/ Victor
      I.H. Sun
            
            Date:
      April 15, 2008Victor
      I.H. Sun, Director/s/
      Louis Ladouceur
            
            Date:
      April 15, 2008Louis
      Ladouceur, Director















39