SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							April 14, 2005

via facsimile and U.S. mail

Mr. Dov Amir
Chief Executive Officer
Daleco Resources Corporation
120 North Church Street
West Chester, PA  19380

	Re:	Daleco Resources Corporation
		Form 10-KSB filed January 18, 2005
		Form 10-KSB/A filed, February 3, 2005

		File No. 0-12214

Dear Mr. Amir:

      We have reviewed the above filing and have the following
accounting and engineering comments.  Where indicated, we think
you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Accounting Comments

Financial Statements

Note 2D. Site Restoration, Dismantlement and Abandonment Costs,
page
48

1. We note your accounting policy disclosure and it appears that
you
have not adopted the provisions of SFAS 143.  On a supplemental
basis, please provide us with an analysis of your asset retirement
obligations, including the disclosures normally required in
accordance with paragraph 22c. of SFAS 143.  At a minimum, we
would
expect this to include all plugging and abandonment costs
associated
with your oil & gas wells, and also any reclamation costs incurred
from mining activities.

Note 5 - Mineral Properties, page 50

2. We note the value assigned to your mineral properties and your
related disclosures.  It appears from your filings that the value
assigned to these properties has not changed since your
acquisition
in year 2000.  We also note from the explanatory paragraph within
the
Report of Independent Registered Public Accounting Firm that the
company "has uncertainty relative to full recoverability of its
assets including Clean Age Minerals, Incorporated".  It also
appears
from your filing that you have been unable to move these
properties
beyond an exploratory stage.  Please provide us with a copy of
your
impairment analysis prepared in accordance with SFAS 144, and any
supplemental support for your conclusion that the recoverability
for
amounts invested in these properties are not impaired.

Note 6 - Patents and Technology, page 51

3. We note your disclosure relative to your subsidiary "16/6 Inc."
and its patent application denial in 2003.  Please tell us and
disclose the amount of assets included within you financial
statements associated with this subsidiary and the related
technology, for all years presented.  We note within your
subsequent
event disclosures the sale of this technology for an undisclosed
amount.  Please modify your disclosures to indicate the value of
the
subsequent transaction and any expected gain or loss on sale.
Please
note, to date, we are unable to locate a registration statement
filed
in the name of the acquiring entity as anticipated by your
disclosures.

Report of Independent Registered Public Accounting Firm on
Supplemental Financial Information, page 65

4. We note the additional opinion included within your filing but
are
unclear as to the information to which it opines.  It would appear
the report is intended for the information included within pages
66-
71 of your filing; however, the report refers to pages 70-75.
Also,
to the extent the opinion covers pages 66-71 of your filing, tell
us
how your independent registered accountants are able to opine on
the
fairness of quantities presented for oil and gas reserves.

Measure of Discounted Future Net Cash Flow from Estimated
Production
Proved Oil and Gas Reserves Standardized, page 70.

5. We note within your presentation of the standardized measure
the
absence of any expected future income taxes.  Please note, that
only
loss carry forwards pertaining to oil and gas activities can be
considered for the determination of future income taxes for this
measure.  Please refer to paragraph 30c. of SFAS 69.  If your
measure
considers loss carry forwards that are the result of non oil & gas
activities, please modify your presentation accordingly.

Petroleum Engineering Comments

Description of Business, page 1

	Proved Reserves, page 9

6. We note the statement that your reserve estimates for your
Appalachian properties were computed by your in-house staff based
on
internally generated decline curves for each well.  Please provide
us
with these internally generated decline curves showing the well`s
actual production and your estimate of future production for the
well
on the same graph.

7. Supplementally describe the qualifications of the in-house
staff
that performed the Appalachian reserve estimates.  We may have
further comments.

8. We note the large increase in proved gas reserves in West
Virginia
in 2004 versus those reported in 2003.  Supplementally, describe
to
us the basis for this large increase in reserves and tell us who
performed these reserve estimates.

9. You state that all reserve estimates to some degree are
speculative and that the classification of reserves are only
attempts
to define the speculation involved.  Reserve classification is an
attempt to define the uncertainty of the reserve estimates.  We do
not concur with your statement that reserves calculated by
engineers
may vary "substantially." If they do, then the issuer should go
back
and determine why those differences occur and which estimate seems
the most reasonable.   For proved reserves you should be
reasonably
certain or have little doubt that you will recover those amount of
reserves or more.  Since proved reserves are the only reserve
classification that you may disclose in an SEC filing please
revise
your document to include the SEC definition of proved reserves
found
in Rule 4-10(a)  of Regulation S-X and remove the statement
concerning speculation of reserve estimates.  If you are not
reasonably certain that you will recover the volumes or reserve
that
you are disclosing as proved, please revise your document to
disclose
only those proved reserve volumes you are reasonably certain of
recovering as defined by Rule 4-10(a) of Regulation S-X.

Description of Properties, page 17

	Texas, page 18

10. You state that in the Austin Chalk trend that significant oil
and
gas production is generally obtained only by intersecting vertical
fractures in the rocks.  Please revise your document to
quantitatively describe what you mean by significant oil and gas
production.

11. You state that you believe your Texas leases are located in
areas
of better fracturing.  Please revise your document to provide the
evidence and support of this statement or remove it from the
document.

Supplemental Information (Unaudited), page 68

	Estimated Net Quantities of Proved Oil and Gas Reserves, page
69

12. We note that large negative revision in oil and gas reserves
in
2003.  Supplementally, please describe to us in as much detail as
necessary the nature of these revisions.

Standardized Measure of Discounted Future Net Cash Flows from
Estimated Production of Proved Oil and Gas Reserves, page 70

13. You report that the development of your undeveloped reserves
will
require approximately 5.3 million dollars.  Supplementally, please
provide us with the following information:

* how you plan to fund this development and the time frame you
estimate that these reserves will be developed;
* how many wells will be required to be drilled to develop these
reserves;
* the identity of the operators and whether they have indicated
that
they will drill these wells.    If not, please tell us how you
plan
to drill them?

Be advised that we consider concurrence by the operator and co-
owners
of undeveloped reserves necessary for reserves to considered
reasonably certain to be produced in the future.  Lacking this
concurrence, you must provide a definitive plan of who will
develop
the reserves and how the development will be funded.

Mining Engineering Comments

General

14. In future filings for your property provide the disclosures
required by Industry Guide 7 (b).  In particular, provide:
* The location and means of access to the property.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

15. In future filings insert a small-scale map showing the
location
and access to your property.  Note that SEC`s EDGAR program now
accepts digital maps, so please include these in any future
amendments that are uploaded to EDGAR.  It is relatively easy to
include automatic links at the appropriate locations within the
document to GIF or JPEG files, which will allow the figures and/or
diagrams to appear in the right location when the document is
viewed
on the Internet.  For more information, please consult the EDGAR
manual, and if you need addition assistance, please call Filer
Support at 202-942-8900.  Otherwise, provide the map to the staff
for
our review.

16. In future filings disclose:
* Briefly, describe the person`s business experience during the
past
five years.
* The approximate percent of their time that the officers worked
on
affairs of your company this last year.
* Other significant responsibilities that they currently have with
other companies.
		See Item 401 of Regulation S-B.

Marketing and Production: Mineral Properties and Timber
Clean Age Minerals, Incorporated Interests, page 11

17. The inferred tonnage reported in the table prepared by Leroy
E.
Kissinger on page eleven for the Zeolite Calcium Carbonate and
Kaolin
deposits uses terms other than proven or probable reserves.  Only
those measures of reserves as set forth in Industry Guide 7 and
Item
102 of Regulation S-K are permitted in filings with the SEC.
Remove
this table from the filing.

18. In future filings provide a written consent from any experts
whose name you cite, and/or whose work you incorporate into your
document.  These consents should concur with the summary of the
information in the report disclosed, and agree to being named as
an
expert in the registration statement.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments within 10 business days.  You may also wish to provide us
with marked copies of any amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Direct questions regarding accounting issues and related
disclosures to Kevin Stertzel at (202) 824-5374, or in his
absence,
to Jill Davis, Accounting Branch Chief, at (202) 942-1996.  Direct
questions relating to petroleum engineering questions to James
Murphy, at (202) 942-2939.  Direct questions relating to mining
engineering questions to Ken Schuler, at (202) 824-5527.  Direct
questions relating to all other disclosure issues to the
undersigned
at (202) 942-1870.  Direct all correspondence to the following ZIP
code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

??

??

??

??

Daleco Resources Corp.
April 14, 2005
page 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>