UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 27, 2005 (July 21, 2005)
East Delta Resources Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-32477 98-0212726
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
445 St. Francis-Xavier Street, Suite 600, Montreal, Quebec, Canada H2Y 2T1
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (514) 845-6448
- --------------------------------------------------------------------------------
(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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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 CFR 240.14d-2(b))w
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
As previously reported on July 12, 2005, the Company changed its
auditors. In preparing for the audit of the Company's fiscal 2005 statements,
the Company's new auditor, Malone & Bailey PC, raised some questions regarding
how the Company had treated the June 30, 2004 acquisition of Omega resources
Inc. (fka East Delta Resources Corp.). These concerns were brought to the
attention of the Company's Board of Directors on July 14, 2005. The Board
promptly contacted its previous auditors to review the issue. The Board also
requested that its new and old auditors discuss the issue and advise the Board
of any conclusions they reach. On July 19, 2005, the Board was advised that both
sets of auditors had agreed that the accounting treatment was in error and that
the historical financial statements covering the periods June 30, 2004,
September 30, 2004 and December 31, 2004 should be restated. On July 20, 2005
the Board convened in a special emergency session and determined to follow the
advice of the auditors and authorized the filing of this report and the
restatement of the affected historical financial statements.
It is anticipated that the restatements would have the effect of
reclassifying the acquisition from a reverse merger to a business combination
accounted for as a purchase.
The restatement would increase the Company's expenses and net loss
for the periods, [but would not affect the Company's revenue]. Based on its
preliminary review of the effects of the reclassification, the Company
anticipates that any impact on the fiscal 2005 results described in this release
is not likely to be material, but such estimate is preliminary and the amount,
if any, of such adjustment will be finally determined upon the conclusion of the
review described above of the March 31, 2005 financials.
As a result of the Company's restatement of its consolidated
financial statements as discussed above, the financial statements included in
the Company's Quarterly Reports on Form 10-QSB for the quarters ended June 30,
2004, September 30, 2004 and December 31, 2005 should no longer be relied upon.
The Company intends to file Forms 10-QSB/A with restated consolidated financial
statements with respect to such periods as soon as practical, but will not file
such amendments until after it files its currently due Annual report on Form
10-KSB for the fiscal year ended March 31, 2005, which it intends to do shortly.
Item 9.01 Financial Statements and Exhibits
1. Letter by the independent accountant in connection with the disclosure
under Item 4.02(a) of this Report. *
* To be filed by amendment
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: July 27, 2005
EAST DELTA RESOURCES CORP.
By: /s/ Victor I.H. Sun
---------------------
Victor I.H. Sun
President