UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934


Date of Report: September 15, 2006


                          DALECO RESOURCES CORPORATION
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               (Exact name of registrant as specified in Charter)



                                                 
         Nevada                        0-12214                      23-2860734
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(State or other jurisdiction    (Commission File No)   (IRS Employee Identification No.)
of Incorporation)


            120 North Church Street, West Chester, Pennsylvania 19380
                    (Address of principal executive offices)

Registrant's telephone number, including area code: 610-429-0181

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         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CF 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))







Item 3.03.  Material Modification to Rights of Security Holders

      By Unanimous Consent of the Board of Directors of Company effective as of
September 15, 2006, the Expiration Date for the Participation Warrants issued in
connection with the Company's $1,625,000 Private Placement Offering in September
2005, has been extended from September 16, 2006, until December 31, 2006. The
Board of Directors also extended the Expiration Date for the Contingent Warrants
issued in connection with the Company's $1,625,000 Private Placement Offering in
September 2005, from September 16, 2007, until December 31, 2007.

      Other than the changes to the respective Expiration Dates, the terms and
conditions of the Participation Warrants and Contingent Warrants remain
unchanged in all respects.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              Daleco Resources Corporation
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                                                     (Registrant)


Date:  September 15, 2006
                                                  /s/ Gary J. Novinskie
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                                               Gary J. Novinskie, President


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