SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


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


FORM
10-KSB /A


(Amendment No. 1)





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


The Securities Exchange Act of
1934.





For the year ended December 31,
2006





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 [  ]





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
 ̈   No
x





The
aggregate market value of voting stock held by non-affiliates of the Registrant:
$19,498,002.





As of
March 14, 2007, the Registrant had 47,173,842 shares of its Common Stock
outstanding.





Transitional
Small Business Disclosure Format (Check One): Yes o No x


1


INDEX TO
FORM 10-KSB


FOR THE
TRANSITION PERIOD ENDED DECEMBER 31, 2006










PART
      IITEM
      1.
              DESCRIPTION
      OF BUSINESS
              
              
              3ITEM
      2.
              DESCRIPTION
      OF PROPERTY
              
              
              9ITEM
      3.
              LEGAL
      PROCEEDINGS
              
              
              9ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              
              9PART
      IIITEM
      5.
              MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES
              
              
              10ITEM
      6.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
              
              
              11ITEM
      7.
              FINANCIAL
      STATEMENTS
              
              
              17ITEM
      8.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              
              
              32ITEM
      8A.
              CONTROLS
      AND PROCEDURES
              
              
              32ITEM
      8B.
              OTHER
      INFORMATION
              
              
              32PART
      IIIITEM
      9.
              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT
              
              
              33ITEM
      10.
              EXECUTIVE
      COMPENSATION
              
              
              34ITEM
      11.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
              
              
              35ITEM
      12.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
              
              
              35ITEM
      13.
              EXHIBITS
              
              
              35ITEM
      14.
              PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
              
              
              35SIGNATURES
              
              
              36EXHIBITS




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.


·  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 major customers and/or suppliers: an adverse change in our
relationships with major customers and/or suppliers would have a negative impact
on our earnings 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 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.





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.




3


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.





Accomplishments
and Activities to-date





Guizhou
Amigo and the Bake Project





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.





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 2007, we had raised approximately $3,000,000 to finance our operations.
Through December 31, 2006, 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.





4




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
expirimng April 7, 2007. 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”.





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.




5




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.





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 (Tonggu Gold Deposit)





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 purpose and is not to be construed as any asset
of the Company.




6




Operations
at the mine are currently run by a private company.





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 over three months, 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, 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.





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
had been 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 of
Acquisition- Under the terms of the agreement, EDLT will be required to inject
$500,000 over three months, 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
have adequate funding in hand to proceed with this acquisition and anticipate
integration of the mining operation into our Company by late spring
2007.




7




Other
Potential Acquisitions and Projects





Through
Sino-Canadian Metals Inc., a 63% owned subsidiary of East Delta, we signed a
letter of intent 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 Qinhai Province in northwest China, covering
an area of approximately 17 square kilometers.





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.







8




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 involved in any material legal
proceedings.




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





Not
applicable.


9


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 as of December 31, 2006




Historical
              
              High
              
              Low
              
              Close2006
      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, 2006, we had 47,004,842shares of our Common Stock
outstanding, held by approximately five hundred shareholders of
record.  Of the 47,004,842shares of common stock
outstanding, 23,121,849are 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, 2006, the Company had 18,620,267 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, 2006, we issued the follow shares of common
stock:





We issued
a total of 1,903,500 shares valued at $1,015,255 for services.  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.


10


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. Translation adjustments were not material for the year ended
December 31, 2006 and the nine months ended December 31, 2005.





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 year ended December 31, 2006 and the nine months ended December 31, 2005
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
              
              
              Nine months
      ended
              
              
              (inception
    ofDecember
    31,
              
              
              December
    31,
              
              
              development
      stage)2006
              
              
              2005
              
              
              to December 31,
      2006Total
      revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              86,544Total
      operating expenses
              
              
              2,875,575
              
              
              
              3,287,542
              
              
              
              17,688,780Loss from
      continuing operationsbefore minority
      interest
              
              
              2,992,662
              
              
              
              5,452,196
              
              
              
              25,431,141Net
      loss
              
              
              (2,991,802
              )
              
              
              (5,451,636
              )
              
              
              (25,429,721
              )Loss per
      share
              
              
              (0.07
              )
              
              
              (0.13
              )
              
              
              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 year ended December 31, 2006 and the nine months ended December 31, 2005, we
had no revenue.





Operating Expenses and Net Loss:





Our
average monthly expenses during the year ended December 31, 2006 approximated
$240,000, and included management salaries, office overhead, professional fees,
travel, business entertainment, equipment and insurance. Additionally, our
average monthly expenses during the nine month transition period ended December
31, 2005 approximated $275,000, and included management salaries, office
overhead, professional fees, travel, business entertainment, equipment and
insurance. Additionally, officer and director compensation expense was $60,000
and $6,000 for the year ended December 31, 2006 and the nine months ended
December 31, 2005, respectively.





A large
portion of our expenses was in stock based compensation amounting to $1,015,255
for the year ended December 31, 2006 and $1,346,490 for the nine months ended
December 31, 2005. These amounts were paid in stock as finder’s fees for the
several agreements that were entered into during the year ended December 31,
2006 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.





11




During
the year ended December 31, 2006, the Company incurred an operating loss of
$2,992,662as compared
to $5,452,196 for the nine months ended December 31, 2005. At the end ofDecember 31, 2006, the Company had an
overall operating loss of $25,431,141 during its development
stage.





The
impact of derivative liabilities on the statements of operations for the nine
months ended December 31, 2005, and for the period from inception to December
31, 2006 are as follows:





For the
    periodMarch 4,
    1999Nine months
      ended
              
              
              (inception
    ofDecember
    31,
              
              
              development
      stage)2005
              
              
              to December 31,
      2006Loss on derivative
      liabilities
              
              $
              (2,153,344
              )
              
              $
              (7,723,498
              )


Operating
loss per share was $0.07 for the year ended December 31, 2006 as compared to
$0.12 for the nine months ended December 31, 2005.





Liquidity
and Capital Resources





Balance Sheet Data:




As
      of December 31, 2006Working Capital
              
              $
              72,881Total Assets
              
              
              654,049Total Liabilities
              
              
              1,776,174Stockholders' Deficit
              
              
              (1,226,957
              )




As of
December 31, 2006, our cash position was $391,597 compared to $735,974 as of
December 31, 2005.





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 2007, the Company’s emphasis will be to:


a)
            Complete drilling at the core
      property (Bake) per exploration
plan;


b)
            Define the mineral resources and
      reserves at Bake in accordance with US/Canadian reporting
      standards;





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:





c)
            map, sample and plan drill program
      at Huaqiao;


d)
            Continue to rehabilitate and modernize
      underground mine and surface milling and administrative facilities
      (including addressing environmental and safety issues) at
      Huaqiao;


e)
            Expand
      capacity.




12




Additional plans
are:





f)
            Complete ongoing property
      acquisitions and seek other
acquisitions;


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




Morespecificallydetailsfor 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.





TheCompany 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.





TheCompany intends to:





a)
            assess and prioritize the
      potential of known mineralized zonesby drilling at least 20 drill
      holes of lengths varying between 200 to 500 meters;


b)
            explore the high priority
      depositsnear Zone 1
      and Zone 2;


c)
            hiring independent “western”
      qualified geologists toprepare 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.
  Through our
Chinese subsidiary GuizhouAmingo Resources (Amingo), we contracted the 407
HenanGeological Brigade to complete 1,500 meters of diamond drilling in six
holes. The first hole, designated ZK1, is situated on the axis of the anticline,
and will be drilled vertically to a total depth (TD) of 500 meters in order to
investigate the previously untested lower strata (below sea-level) of the
region. Drilling of ZK1 commenced on December 17, and the first mineralized
quartz vein was encountered approximately 16 meters below the hole collar. Core
holes ZK2 through ZK6 will be drilled to 200 meters in depth, and will explore
the strata known to contain gold-bearing mineralization in the existing
underground workings.
  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 existing
funds.
  Bake – (RuiXin
Extensions)





The Bake exploration concession
completely encircles the RuiXin mining concession.  RuiXin has
identified at least 7 veins on their property, which protrude into the Bake
territory both at their head and tail ends. Theimmediate activities underway in these
two areas are surface mapping programs, intended to determine the extent that
these seven veins continue into the Bake claim. Drilling plansare beingformulated based on the results of the
scoping study. The goal is to prioritize the potential of known mineralized
zones, explore the high priority deposits, and prepare resource estimates to
US/Canadian standards.





Upon successful determination of the
resources in this zone, preparatory work for the sizing of the future gold
extraction plan will continue.




HuaqiaoProject





The acquisition of Huaqiao has notas yetbeen closed, nevertheless management has
decided to proceedwith
various activities related to this project that would be beneficial to us upon
closing. The work involves general planning andbudgeting, refurbishment and modernization of an
existing mill on the property, and further resource
determination.





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.





East Delta intends to do the following
in 2007 at Huaqiao:





13




Exploration


·
            Complete surface survey over an
      additional 0.4 km2;


·
            Complete underground geologic
      mapping of all openings;


·
            Create new computerized geologic
      model for resource/reserve
estimation;


·
            Establish a systematic sampling
      regime for exploration and
mining;


·
            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;


·
            Complete rehabilitation of mine
      facilities by first quarter of
2007;


·
            Train operators in underground
      mining methods;


·
            Address tailings disposal
      concerns;


·
            Complete construction of new labor
      living quarters;


·
            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
propertyoffering
the option to increase future ore production from 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 a western company.  The initial work
expected to be completed in 2007 by Sino Canadian is as follows:





·
            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
    2007.




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.





14




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.





(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.




15




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.











16




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.




ITEM
7. FINANCIAL STATEMENTS





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









17





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, 2006 and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash flows for the year ended December 31, 2006, the nine months ended
December 31, 2005 and for the period from March 4, 1999 (Inception) through
December 31, 2006. 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
audits.





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 options,
stockholders' equity (deficit), and cash flows for the period from March 4, 1999
(inception) through March 31, 2005, 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. 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, 2006 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 17,
2007


18




EAST DELTA RESOURCES CORP.


(a development stage
company)
 CONSOLIDATED BALANCE SHEET
 December 31, 2006


ASSETSCurrent assets:Cash
              
              $
              391,597Prepaid
      expenses
              
              
              3,755Notes receivable – related
      party
              
              
              160,103Total current
      assets
              
              
              555,455Property, plant and
      equipment
              
              
              42,591Deferred financing
      costs
              
              
              56,003Total assets
              
              $
              654,049LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent liabilities:Accounts payable and accrued
      liabilities
              
              $
              414,173Accounts payable - related
      party
              
              
              68,401Total current
      liabilities
              
              
              482,574Long-term
      liabilities:Long-term
      debt
              
              
              1,293,600Total liabilities
              
              
              1,776,174Commitments and
      contingenciesMinority interest
              
              
              104,832Stockholders'
      deficit:Common stock, $0.0001 par value,
      100,000,000shares
      authorized, 47,004,842 sharesissued and
      outstanding
              
              
              4,701Additional
      paid-in-capital
              
              
              24,198,063Deficit accumulated during the
      development stage
              
              
              (25,429,721
              )Total
      stockholders' deficit
              
              
              (1,226,957
              )Total liabilities and
      stockholders' deficit
              
              $
              654,049




See
accompanying summary of accounting policies and


notes to
financial statements.




19


EAST
DELTA RESOURCES CORP.


(a
development stage company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


For the
year ended December 31 2006 and the nine months ended December 31,
2005


and
period from March 4, 1999 (Inception) through December 31, 2006





For the
    periodfrom March 4,
      1999Year ended
              
              
              Nine Months
      ended
              
              
              (inception
    ofDecember
    31,
              
              
              December
    31,
              
              
              development
      stage)2006
              
              
              2005
              
              
              to December 31,
      2006Revenues:Consulting
              
              $
              -
              
              
              $
              -
              
              
              $
              86,544Total
      revenues
              
              
              -
              
              
              
              -
              
              
              
              86,544Operating expenses:Officer and
      director compensation
              
              
              -
              
              
              
              6,000
              
              
              
              393,255Consulting and
      professional
              
              
              2,012,858
              
              
              
              1,552,706
              
              
              
              9,138,798General and
      administrative
              
              
              862,717
              
              
              
              1,728,836
              
              
              
              8,156,727Total
      operating expenses
              
              
              2,875,575
              
              
              
              3,287,542
              
              
              
              17,688,780Loss from operations
              
              
              (2,875,575
              )
              
              
              (3,287,542
              )
              
              
              (17,602,236
              )Loss on
      derivative liabilities
              
              
              -
              
              
              
              (2,153,344
              )
              
              
              (7,723,498
              )Other
      expense
              
              
              (17,052
              )
              
              
              (11,310
              )
              
              
              (5,372
              )Loss on
      currency transactions
              
              
              (100,035
              )
              
              
              -
              
              
              
              (100,035
              )Loss from continuing
      operationsbefore
      minority interest
              
              
              2,992,662
              
              
              
              5,452,196
              
              
              
              25,431,141Minority
      interest
              
              
              (860
              )
              
              
              (560
              )
              
              
              (1,420
              )Net loss
              
              $
              (2,991,802
              )
              
              $
              (5,451,636
              )
              
              $
              (25,429,721
              )Net loss per shareBasic and
      diluted
              
              $
              (0.07
              )
              
              $
              (0.13
              )Weighted average shares
      outstandingBasic and
      diluted
              
              
              45,879,461
              
              
              
              42,462,560




See
accompanying summary of accounting policies and


notes to
financial statements.


20


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, 2006




DeficitAccumulatedAdditional
              
              
              
              
              
              
              
              DuringCommon
    Stock
              
              
              
              Paid-in
              
              
              
              Subscription
              
              
              
              DevelopmentShares
              
              
              
              Par
              
              
              
              Capital
              
              
              
              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,
      2001
              
              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
              
              -
              
              
              
              -
              
              
              
              300,000
              
              
              
              -
              
              
              
              -
              
              
              
              300,000Net 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
              )
  See
accompanying summary of accounting policies and


notes to
financial statements.


21


EAST
DELTA RESOURCES CORP.


(a
development stage company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For the
year ended December 31 2006 and the nine months ended December 31,
2005


and
period from March 4, 1999 (Inception) through December 31, 2006








For the
    periodfrom March 4,
      1999Year ended
              
              
              Nine Months
      ended
              
              
              (inception
    ofDecember
    31,
              
              
              December
    31,
              
              development
      stage)2006
              
              
              2005
              
              to December 31,
      2006CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      loss
              $
              (2,991,802
              )
              
              $
              (5,451,636
              )
              
              $
              (25,429,721
              )Adjustments to reconcile net loss
      to cash usedin
      operating activities:Amortization
      expense
              
              20,657
              
              
              
              -
              
              
              
              20,657Loss on derivative
      liabilities
              
              -
              
              
              
              2,153,344
              
              
              
              7,723,498Loss on currency
      transaction
              
              100,035
              
              
              
              -
              
              
              
              100,035Stock issued for
      services
              
              1,015,255
              
              
              
              1,346,490
              
              
              
              10,645,087Warrant / option
      expense
              
              286,152
              
              
              
              283,478
              
              
              
              2,842,470Minority
      interest
              
              (860
              )
              
              
              (560
              )
              
              
              (1,420
              )Changes in assets and
      liabilities:Receivables and prepaid
      expenses
              
              16,697
              
              
              
              -
              
              
              
              16,697Accounts payable and accrued
      liabilities
              
              271,845
              
              
              
              101,870
              
              
              
              444,244CASH USED IN OPERATING
      ACTIVITIES
              
              (1,282,021
              )
              
              
              (1,567,014
              )
              
              
              (3,638,453
              )CASH FLOWS FROM INVESTING
      ACTIVITIESCash
      received from purchase of Omegawith
      common stock
              
              -
              
              
              
              -
              
              
              
              157,687Loan to
      Sino Silver
              
              -
              
              
              
              (150,545
              )
              
              
              (150,545
              )Note
      receivable from third party
              
              (30,010
              )
              
              
              -
              
              
              
              (30,010
              )Purchase of fixed
      assets
              
              (42,591
              )
              
              
              -
              
              
              
              (42,591
              )CASH USED IN INVESTING
      ACTIVITIES
              
              (72,601
              )
              
              
              (150,545
              )
              
              
              (65,459
              )CASH 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
              
              
              
              335,000
              
              
              
              422,474Repayments of related party
      loan
              
              (175,000
              )
              
              
              (185,000
              )
              
              
              (422,474
              )Proceeds from convertible
      notes
              
              1,193,565
              
              
              
              -
              
              
              
              1,193,565Sale of
      minority interest in subsidiary
              
              5,000
              
              
              
              300,500
              
              
              
              305,500Shares
      issued for cash, net of offering costs
              
              10
              
              
              
              1,167,850
              
              
              
              2,634,774CASH PROVIDED BY FINANCING
      ACTIVITIES
              
              1,010,245
              
              
              
              1,618,350
              
              
              
              4,095,509NET CHANGE IN CASH
              
              (344,377
              )
              
              
              (99,209
              )
              
              
              391,597Cash,
      beginning of period
              
              735,974
              
              
              
              835,183
              
              
              
              -Cash,
      end of period
              $
              391,597
              
              
              $
              735,974
              
              
              $
              391,597Cash paid for:Interest
              $
              20,000
              
              
              $
              -
              
              
              $
              -Income
      Taxes
              
              -
              
              
              
              -
              
              
              
              -Non-cash disclosures:Stock
      payable for deferred financing costs
              $
              38,330
              
              
              $
              -
              
              
              $
              38,330




See
accompanying summary of accounting policies and


notes to
financial statements.


22


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. See Note 3 for details.





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 subsidiary, Guizhou Amingo Resources, Inc. ("Guizhou Amingo")
which is a Chinese Sino-foreign joint venture limited liability company. The
Company has not identified any variable interests in which the Company is the
primary beneficiary. All significant inter-company accounts and balances have
been eliminated in consolidation. With respect to East Delta's investments in
Guizhou Amingo, 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
generates 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 to the extent that their minority interest balances
are positive.





Change
of Year End


In
January 2006, East Delta changed its fiscal year end to December 31 from March
31.





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 year ended
December 31, 2006 and the nine months ended December 31, 2005. The company
incurred a foreign currency loss of $100,035 related to debentures denominated
in Euros. (see Note 4)





Foreign
Currency Risks


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.





East
Delta operates in Chinathrough 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.





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 year ended December 31, 2006 and the none months ended
December 31, 2005, potential dilutive securities had an anti-dilutive effect and
were not included in the calculation of diluted net loss per common
share.





23




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 twelve months ended December 31, 2006 and the nine months ended December 31,
2005, East Delta did not grant any options to its employees.





East
Delta adopted the disclosure requirements of FAS 123, Accounting for Stock-Based
Compensation and FAS No. 148 with respect to pro forma disclosure of
compensation expense for options issued. For purposes of the pro forma
disclosures, the fair value of each option grant is estimated on the grant date
using the Black-Scholes option-pricing model. The following table illustrates
the effect on net loss and net loss per share if East Delta had applied the fair
value provisions of FAS 123, to stock-based employee compensation.




For the
    periodMarch 4,
    1999Nine months
      ended
              
              
              (inception
    ofDecember
    31,
              
              
              development
      stage)2005
              
              
              to December 31,
      2006Net loss as reported
              
              $
              (5,451,636
              )
              
              $
              (25,429,721
              )Add: stock based compensation
      determinedUnder intrinsic value-based
      method
              
              
              -
              
              
              
              84,000Less: stock based compensation
      determinedunder fair value - based
      method
              
              
              -
              
              
              
              (175,000
              )Pro forma net loss
              
              $
              (5,451,636
              )
              
              $
              (25,520,721
              )Basic and diluted net loss per
      common share:As reported
              
              $
              (0.13
              )
              
              
              N/APro forma
              
              
              (0.13
              )
              
              
              N/A





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 2006 and
2005, none of which are expected to have a material impact on the East Delta’s
consolidated financial position, operations or cash flows.




24




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 $2,991,802 and $5,451,636
for the year ended December 31, 2006 and nine months ended December 31, 2005 and
has an accumulated deficit of $25,429,721 as of December 31, 2006. 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 - PURCHASE OF OMEGA





On June
30, 2004, East Delta acquired 100% of the outstanding membership interests of
Omega. 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.





The
aggregate purchase price was 11,366,250 shares of East Delta's common stock
valued at $4,887,487, which was expensed in 2005. The value of the 11,366,250
common shares issued was determined based on the market price of East Delta's
common shares on the date of the acquisition.





Since
Omega remained a development stage company from its inception through the date
of the acquisition, there are no operations to date, and since at the time of
the acquisition its management team consisted of its principal assets, the
transaction has not been accounted for as a business combination, but rather as
a purchase of the net assets acquired.





NOTE
4 - 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, 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.




NOTE
5 - 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. In addition to the
monthly interest, Sino Canadian is to receive 100,000 of common stock of Silver
Dragon Resources when the loan matures. The principal amount was paid in full on
April 11, 2007. As of December 31, 2006, the 100,000 shares of common stock had
not been received and the accrued interest was written off by East
Delta.





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 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. Rent was accrued at $500 per
month. As of December 31, 2006, East Delta had a payable of $6,000 to this
director.





In
October 2004, East Delta granted 200,000 warrants to its non-employee directors,
which entitle them to purchase a like number of its common shares for a price of
$.20 per share at anytime through October 31, 2007. The warrants represent
consideration for services provided during the quarters ended December 31, 2004
and March 31, 2005. The warrants had an estimated intrinsic value of $24,000 on
the grant date, and accordingly, East Delta has recognized $24,000 of stock
based compensation expense in 2004.





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.





25




- 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 - 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, 2006, 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 $4,075,000 at
December 31, 2006, and will expire in the years 2019 through 2026.





At
December 31, 2006, deferred tax assets consisted of the following:





Deferred tax assetsNet operating
      losses
              
              $
              1,426,000Less:
      valuation allowance
              
              
              (1,426,000
              )Net deferred tax
      asset
              
              $
              -


NOTE
6- 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.





-
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.





26





NOTE
7 - 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.





27


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.





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
of84.80% and a discount rate of 4.4%. The Company recorded $286,152 of expense
to the 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
              
              
              $
              0.39






28


Options
and warrants outstanding and exercisable as of December 31, 2006:





Exercise
              
              Remaining
              
              Options
              
              
              Options
              
              
              Warrants
              
              
              WarrantsPrice
              
              Life
              
              Outstanding
              
              
              Exercisable
              
              
              Outstanding
              
              
              Exercisable$
              0.20
              
              5years
              
              
              500,000
              
              
              
              500,000
              
              
              
              -
              
              
              
              -0.10
              
              3 years
              
              
              -
              
              
              
              -
              
              
              
              3,000,000
              
              
              
              3,000,0000.20
              
              2years
              
              
              -
              
              
              
              -
              
              
              
              5,200,000
              
              
              
              5,200,0000.30
              
              1.5 years
              
              
              -
              
              
              
              -
              
              
              
              200,000
              
              
              
              200,0000.50
              
              2years
              
              
              -
              
              
              
              -
              
              
              
              2,988,000
              
              
              
              2,988,0000.50
              
              4years
              
              
              -
              
              
              
              -
              
              
              
              500,000
              
              
              
              500,0000.55
              
              2.5 years
              
              
              -
              
              
              
              -
              
              
              
              1,000,000
              
              
              
              1,000,0000.60
              
              2.5 years
              
              
              -
              
              
              
              -
              
              
              
              1,000,000
              
              
              
              1,000,0000.60
              
              4years
              
              
              -
              
              
              
              -
              
              
              
              452,500
              
              
              
              452,5000.60
              
              2years
              
              
              -
              
              
              
              -
              
              
              
              200,000
              
              
              
              200,0000.60
              
              5years
              
              
              -
              
              
              
              -
              
              
              
              500,000
              
              
              
              500,0000.60
              
              3years
              
              
              -
              
              
              
              -
              
              
              
              1,500,000
              
              
              
              1,500,0000.75
              
              3years
              
              
              -
              
              
              
              -
              
              
              
              33,350
              
              
              
              33,3500.75
              
              2years
              
              
              -
              
              
              
              -
              
              
              
              406,417
              
              
              
              406,417240.75
              
              4years
              
              
              -
              
              
              
              -
              
              
              
              440,000
              
              
              
              440,0000.75
              
              2.5 years
              
              
              -
              
              
              
              -
              
              
              
              200,000
              
              
              
              200,0000.50
              
              1year
              
              
              -
              
              
              
              -
              
              
              
              500,000
              
              
              
              500,0000.65
              
              1year
              
              
              -
              
              
              
              -
              
              
              
              500,000
              
              
              
              500,000500,000
              
              
              
              500,000
              
              
              
              18,620,267
              
              
              
              18,620,267
 NOTE
8 - DERIVATIVES





East
Delta evaluated the application of SFAS 133 and EITF 00-19 for all of its
financial instruments and concluded the outstanding warrants at March 31, 2005
were derivatives because East Delta did not have sufficient number of authorized
shares to settle these warrants. East Delta is required to record the warrants
on its balance sheet at fair value with changes in the values of these
derivatives reflected in the consolidated statements of operations as "Gain
(loss) on derivative liabilities." In October 2005, when East Delta exceeded
their authorized share amount, an adjustment to debit equity of $3,526,285 was
recorded to reflect the transition from equity to derivative liabilities. The
statement of operations for the year ended March 31, 2005 was restated to
reflect the impact of SFAS 133 and EITF 00-19.





In May
2006, East Delta received waivers from its warrant holders acknowledging that
East Delta does not have sufficient authorized shares of common stock available
to issue upon the exercise of all of East Delta's outstanding warrants and
agreed not to request East Delta to exercise their warrants. These waivers
expire at the earlier of December 31, 2006 or at such time as East Delta has
amended its Certificate of Incorporation to permit the exercise of all
outstanding warrants. At December 31, 2005, an adjustment to credit equity of
$10,967,583 was recorded to reflect the transition from derivative liabilities
to equity. As of December 31, 2006 and 2005, there were no derivative
liabilities. During 2006, East Delta amended and increased its authorized shares
to 100,000,000 shares.





The
impact on the statements of operations for the nine months ended December 31,
2005, and for the period from inception to December 31, 2006 are as
follows:




For the
    periodMarch 4,
    1999Nine months
      ended
              
              
              (inception
    ofDecember
    31,
              
              
              development
      stage)2005
              
              
              to December 31,
      2006Loss on derivative
      liabilities
              
              $
              (2,153,344
              )
              
              $
              (7,723,498
              )




Variables
used in the Black-Scholes option-pricing model include (1)2% risk-free interest
rate, (2) expected option life 5 years end, (3) expected volatility is 123.10%
and (4) zero expected dividends.




29


NOTE
9 - CHANGE OF YEAR END





In
January 2006, the Board of Directors of East Delta decided to change the fiscal
year end to December 31, from March 31. Following table summarizes the financial
information for the twelve months ended December 31, 2005:


Three
    months
              
              
              Nine
months
              
              
              Twelve
    monthsended
              
              
              ended
              
              
              endedMarch 31,
    2005
              
              
              December 31,
      2005
              
              
              December 31,
      2005Expenses:Officer and
      directorcompensation
              
              $
              -
              
              
              $
              6,000
              
              
              $
              6,000Consulting and
      professional
              
              
              1,897,420
              
              
              
              1,552,706
              
              
              
              3,450,126General and
      administrative
              
              
              17,680
              
              
              
              1,728,836
              
              
              
              1,746,516Total
      expenses
              
              
              1,915,100
              
              
              
              3,287,542
              
              
              
              5,202,642Operating loss
              
              
              (1,915,100
              )
              
              
              (3,287,542
              )
              
              
              (5,202,642
              )Loss on
      derivative liabilities
              
              
              (1,334,745
              )
              
              
              (2,153,344
              )
              
              
              (3,488,089
              )Other income
      (expense)
              
              
              -
              
              
              
              (11,310
              )
              
              
              (11,310
              )Minority
      interest
              
              
              -
              
              
              
              560
              
              
              
              560Net loss
              
              $
              (3,249,845
              )
              
              $
              (5,451,636
              )
              
              $
              (8,701,481
              )





NOTE
10 - 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, 2006, 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.





During
the quarter ended September 30, 2005, Guizhou Amingo signed an agreement with a
Chinese mining company, Huaqiao Gold Mining Company of China ("Huaqiao Gold
Mine") that would acquire majority ownership of the Huaqiao Gold Mine. In
September 2005, Guizhou Amingo placed a deposit of $151,043 on this potential
purchase. Under the terms of the agreement, East Delta will own 77.5% of the
acquired company and will be required to inject $500,000 over three months,
while Huaqiao will transfer complete ownership of all assets and permits related
to the mine to this entity. In addition, the acquired company will have rights
to explore and mine an additional one sq. km. of prospective land situated to
the northeast side of the existing mine. As of December 31, 2006, the
acquisition has not been closed and the deposit of $151,043 had been expensed
due to the uncertainty of the closing of this acquisition.





In June
2005, East Delta signed an agreement to enter into a joint venture project,
through its subsidiary, Sino-Canadian with a Chinese mining entity, Qinghai
Jiahua Metal Development Co. Ltd. ("QJMD"). Under the terms of the agreement,
the newly formed joint venture will acquire all the exploration and production
permits owned by QJMD related to the Yuanshishan Nickel-Iron-Cobalt deposit
located in Ping'an County, Qinghai Province, northwest China. The agreement
gives Sino-Canadian the exclusive right to earn up to 80% of this project,
subject to an immediate investment of $300,000 into the joint venture. The funds
are to be used to confirm the profitability and reserves of the property.
Further, the agreement requires that East Delta assume the responsibility of
raising all funding necessary to bring the property to the production stage.
During 2006, East Delta expended no resources on this project. As at December
31, 2006, the Chinese authorities have not given the participants licenses and
permits for this project to proceed and as a result its future is
uncertain.





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, approximately $1,062,500, towards
the future costs of work contemplated at the site. 7,000,000 RMB, approximately
$875,000, was paid prior to December 31, 2005 and was expensed by East Delta.
The remaining 1,500,000 RMB, approximately $187,500, was paid and expensed in
January 2006.





30




Amingo's
net investment in China is approximately $2,200,000 through December 31, 2006.
During the year ended December 31, 2006, Amingo recognized approximately
$450,000 loss from its investment in China.




NOTE
11 - 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 at $500 per month. As of December
31, 2006, East Delta had a payable of $6,000 to this director.




NOTE
12 - SUBSEQUENT EVENTS





During
January 2007, East Delta issued a total of 94,000 common shares valued at
$23,500 to 2 consultants for administrative work related to the EURO debentures
and another 75,000 common shares valued at $18,000 to a consultant in Asia
related to personnel activities in China.




















31


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





None.




ITEM
8A. CONTROLS AND PROCEDURES





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to our management, including our President, as
appropriate, to allow timely decisions regarding required disclosure based
closely on the definition of “disclosure controls and procedures” in Rule
13a-15(e).  In designing and evaluating the disclosure controls and
procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.  We maintain that the controls and
procedures in place do provide reasonable assurance that all necessary
disclosures are communicated as required.





At the
end of the period covered by this Annual Report on Form 10-KSB, we carried out
an evaluation, under the supervision and with the participation of our
management, including our President, of the effectiveness of the design and
operation of our disclosure controls and procedures.  Based on the
foregoing, our President concluded that our disclosure controls and procedures
were not effective to ensure that all material information required to be
disclosed in this Annual Report on Form 10-KSB has been made known to them in a
timely fashion.In
connection with the completion of its audit of, and the issuance of its report
on, our financial statements for the year ended December 31, 2006, Malone &
Bailey, PC identified deficiencies that existed in the design or operation of
our internal control over financial reporting that it considers to be “material
weaknesses.”  The Public Company Accounting Oversight Board has
defined a material weakness as a “significant deficiency or combination of
significant deficiencies that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.”





The
deficiencies in our internal control related to 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, 2007 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 fall of fiscal 2007.




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 Beijingor 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 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.




ITEM
8B.  OTHER INFORMATION





None


32


PART
III





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





Name
              Age
              PositionDavid Bikerman
              47
              President and Director since
      September 2006Victor Sun
              64
              CEO and Director since
      inceptionLouis Ladouceur
              65
              Director since February
      2004Felix Furst
              60
              Director since April
      2005





David
Bikerman, President and Director





David
Bikerman has been in the mining field for over twenty years and has been trained
in all aspects of mining enterprises from exploration through operations to the
boardroom.  He became President and Director of East Delta Resources
Corp. (EDLT) in August, 2006 and became President and CEO of Sino Silver Corp in
May, 2005.  He was Manager of Mining for RNC Resources Ltd. until sold
in 2006.  He was Vice President and Chief Engineer for Greenstone
Resources Ltd., (1993-1996) responsible for technical analysis, project design,
and engineering on  Central American gold project, was Vice President
and Manager of Mining of Minas Santa Rosa, S.A. (Panama); and was Member of the
Board of Minera Nicaragüense, S.A. (Nicaragua). He is the principal of Bikerman
Engineering & Technology Associates, Inc. (BETA), which since 1997 has
offered expert services to the mining industry in financial modeling;
exploration and geologic model preparation; geo-statistical and reserve
analyses; environmental plans; project feasibility; and project design and
management. He worked for five years (1988-1993) as an Associate at Behre
Dolbear & Co., international minerals industry consultants based in New
York, NY.





Mr.
Bikerman holds three degrees in mining engineering:  Engineer of Mines
(1995), and Master of Science in mining engineering (1985) from Columbia
University, and a Bachelors of Science in mining engineering in (1981). Other
mining experience includes two years as a unionized underground miner with
Consolidation Coal Company in Cannonsburg, Pennsylvania; and Project Engineer
for the Midwest Division in Evansville, Indiana.





Officers
and Directors:





During
the twelve months ended December 31, 2006, Mr. David Bikerman was appointed to
the Board of Directors and to the office of President.





Victor I.
H. Sun, Director, Chief Executive Officer will be 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.





Felix J.
Furst, Director





Mr. Furst
brings considerable experience in business administration. He graduated from
commercial school in Zurich, Switzerland in 1964. He immigrated to Canada in
1969 and was than employed by Rehau a plastic manufacturing company. In 1974 he
started Canplast, a manufacturer of thermoplastic edge-banding, products used in
the making of furniture and case goods. Today Canplast is the leading
manufacturer in all of the Americas with plants in Canada, USA, Mexico and sales
office through out the Americas. Mr. Furst brings solid experience in
manufacturing, administration and marketing. Canplast was eventually sold to
Surteco AG, a competitor in 2004.





33




Currently,
he is involved in various other commercial interests including real estate,
distribution companies and in Oxsil, a company active in biochemical research
and de-pollution. Mr. Furst is also on the Advisory Committee of Hewitt
Equipment and BIO-K.





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.





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(CEO)David Bikerman
              
              
              (1)
              
              
              $
              40,000
              
              none
              
              none(President)








(1)  Twelve
months ended December 31, 2006. No additional bonuses were awarded to him during
the twelve months ended December 31, 2006.





(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.





34




(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.





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 totalFelix Furst (1)
              
              
              3,790,000
              
              
              
              8.3Victor Sun
              
              
              1,851,000
              
              
              
              4.1Louis Ladouceur
              
              
              1,460,000
              
              
              
              3.2David Bikerman
              
              
              112,000
              
              
              
              0.0All Directors and
      Officers
              
              
              7,213,000
              
              
              
              15.6(1) Mr. Furst’s shares are held
      by his company F. Furst Enterprises Ltd.


ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





During the twelve months ended December
31, 2006, East Delta





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 2006





During
the twelve months ended December 31, 2006, 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,
      2006Audit fees
      (1)
            
            $
            55,315


35


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.





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:
      February 13, 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:
      February 13, 2008Victor
      I.H. Sun, Director/s/
      Louis Ladouceur
              
              Date:
      February 13, 2008Louis
      Ladouceur, Director
   36


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