-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9nkNuwdGAJyYsmp7mhRiRXAilX3UZWZQvvXeGLUu836EYPpmjFWPtLaHY0zL2HC VTXK+n+sOooz46brwnFhMQ== 0001214659-08-001408.txt : 20080619 0001214659-08-001408.hdr.sgml : 20080619 20080619152633 ACCESSION NUMBER: 0001214659-08-001408 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20080619 DATE AS OF CHANGE: 20080619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAST DELTA RESOURCES CORP. CENTRAL INDEX KEY: 0001093933 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980212726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-32477 FILM NUMBER: 08907749 BUSINESS ADDRESS: STREET 1: 447 ST FRANCOIS XAVIER ST STREET 2: MONTREAL QUEBEC CITY: CANADA STATE: A8 ZIP: H2Y2T1 BUSINESS PHONE: 5148443510 MAIL ADDRESS: STREET 1: 447 ST FRANCIS XAVIER STREET 2: MONTREAL QUEBEC CITY: CANADA STATE: A8 ZIP: H2Y2T1 FORMER COMPANY: FORMER CONFORMED NAME: AVIC TECHNOLOGIES LTD DATE OF NAME CHANGE: 20000509 10QSB/A 1 c6198210qsba1.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-QSB/A Amendment No. 1 [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934. For the quarterly period ended June 30, 2007. [_] Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from ____________to____________ Commission File Number: 0-32477 EAST DELTA RESOURCES CORP. (Exact name of registrant as specified in charter) DELAWARE 98-0212726 -------- ---------- (State of or other jurisdiction of (IRS Employer I.D. No.) incorporation or organization) 447 St. Francois Xavier St. Montreal, Quebec, Canada H2Y 2T1 (Address of Principal Executive Offices) (514) 845-6448 (Registrant's Telephone Number, Including Area Code) Check whether the registrant: (1) has filed all reports required to be filed by Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [_] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES [_] NO [X] Indicate the number of shares outstanding of each of the issuer's classes of stock as of July 31, 2007: 49,108,842 Common Shares Transitional Small Business Disclosure Format: YES [_] NO [X]
EAST DELTA RESOURCES CORP. (A Development Stage Enterprise) INDEX TO FORM 10-QSB Page PART I. FINANCIAL INFORMATION 3 Item 1. Consolidated Financial Statements (unaudited) 3 Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006 3 Consolidated Statements of Operations for the three and six months ended June 30, 2007 and 2006 4 Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2006 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of 7 Operations or Plan of Operations (including cautionary statement) Item 3. Controls and Procedures 11 PART II. OTHER INFORMATION 12 Item 1. Legal Proceedings 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Securities Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13
2 PART I - FINANCIAL INFORMATION Item 1.
EAST DELTA RESOURCES CORP. (A development stage company) CONSOLIDATED BALANCE SHEETS (unaudited) ASSETS June 30, 2007 December 31, 2006 ------------- ----------------- Current assets: Cash $ 164,150 $ 391,597 Prepaid expense and other current assets 38,397 3,755 Related party receivables 10,251 160,103 ------------ ------------ Total current assets 212,798 555,455 Other assets: Property, plan and equipment, net of accumulated depreciation of $2,906 and $0, respectively 50,205 42,591 Deferred financing costs, net of accumulated amortization of $40,875 and $20,657, respectively 35,785 56,003 ------------ ------------ Total assets $ 298,788 $ 654,049 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 426,949 $ 414,173 Accounts payable - related parties 22,000 68,401 ------------ ------------ Total current liabilities 448,949 482,574 Long term liabilities: Convertible notes 1,320,158 1,293,600 ------------ ------------ Total liabilities 1,769,107 1,776,174 ------------ ------------ Minority interest in subsidiary 126,686 104,832 Stockholders' deficit Common stock, $0.0001 par value, 50,000,000 shares authorized, 48,998,842 and 47,004,842 shares issued and outstanding, respectively 4,900 4,701 Additional paid-in-capital 24,892,743 24,198,063 Deficit accumulated during the development stage (26,494,648) (25,429,721) ------------ ------------ Total stockholders' deficit (1,597,005) (1,226,957) ------------ ------------ Total liabilities and stockholders' deficit $ 298,788 $ 654,049 ============ ============
3
EAST DELTA RESOURCES CORP. (A development stage company) CONSOLIDATED STATEMENTS OF OPERATIONS Three and Six months ended June 30, 2007 and 2006 and Period from March 4, 1999 (inception) through June 30, 2007 (unaudited) For the period March 4, 1999 Three months Three months Six months Six months (inception of ended ended ended ended development stage) June 30, June 30, June 30, June 30, to June 30, 2007 2006 2007 2006 2007 ---- ---- ---- ---- ---- Revenues: Consulting $ - $ - $ - $ - $ 86,544 ------------ ------------ ------------ ------------ ------------ Total revenues - - - - 86,544 ------------ ------------ ------------ ------------ ------------ Operating expenses: Officer and director compensation - - - - 393,255 Consulting and professional 539,824 92,957 788,689 357,207 9,927,487 General and administrative 185,498 203,951 342,454 450,394 8,499,181 ------------ ------------ ------------ ------------ ------------ Total operating expenses 725,322 296,908 1,131,143 807,601 18,819,923 ------------ ------------ ------------ ------------ ------------ Operating loss (725,322) (296,908) (1,131,143) (807,601) (18,733,379) Loss on derivative liabilities - - - - (7,723,498) Interest income 98,572 14,456 69,520 19,867 64,148 Loss on currency transactions (12,796) - (25,108) - (125,143) ------------ ------------ ------------ ------------ ------------ Net loss before minority interest (639,546) (282,452) (1,086,731) (787,734) (26,517,872) Minority interest in subsidiary income (loss) (16,795) 4,878 21,804 4,878 23,224 ------------ ------------ ------------ ------------ ------------ Net loss $ (656,341) $ 277,574) $(1,064,927) $ (782,856) $(26,494,648) ============ ============ ============ ============ ============ Basic and diluted net loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.02) Weighted average shares outstanding basic and diluted 48,856,534 45,509,842 47,959,146 45,363,911
4
EAST DELTA RESOURCES CORP. (A development stage company) CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30 2007 and 2006 and Period from March 4, 1999 (inception) through June 30, 2007 (unaudited) For the period Six months Six months March 4, 1999 ended ended (inception) June 30, June 30, to June 30, 2007 2006 2007 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,064,927) $ (782,856) $(26,494,648) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization expense 23,127 2,720 43,784 Loss on derivative liabilities - - 7,723,498 Loss on currency transactions 25,108 - 125,143 Stock issued for services 496,000 264,205 11,141,087 Warrant / option expense 198,879 - 3,041,349 Minority interest 21,854 (4,878) 20,434 Changes in assets and liabilities: Prepaid expenses and other receivables (33,862) (124,867) (17,165) Accounts payable and accrued liabilities (33,103) (119,172) 411,141 ------------ ------------ ------------ CASH USED IN OPERATING ACTIVITIES (366,924) (764,848) (4,005,377) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Cash received from purchase of Omega with common stock - - 157,687 Loan to Sino Silver - - (150,545) Repayment from Sino Silver 150,000 - 150,000 Note receivable from third party - - (30,010) Purchase of fixed assets (10,523) - (53,114) ------------ ------------ ------------ CASH PROVIDED BY INVESTING ACTIVITIES 139,477 - 74,018 ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Payment of deferred financing costs - (38,330) (38,330) Payments to related party - 25,000 (53,000) Advances from related party - - 53,000 Proceeds from related party loan - - 422,474 Repayments of related party loan - (150,000) (422,474) Proceeds from convertible notes - 1,193,565 1,193,565 Sale of minority interest in subsidiary - 5,000 305,500 Shares issued for cash, net of offering costs - 10 2,634,774 ------------ ------------ ------------ CASH PROVIDED BY FINANCING ACTIVITIES - 1,035,245 4,095,509 ------------ ------------ ------------ NET CHANGE IN CASH (227,447) 270,397 164,150 Cash, beginning of period 391,597 735,974 - ------------ ------------ ------------ Cash, end of period $ 164,150 $ 1,006,371 $ 164,150 ============ ============ ============ Cash paid for: Interest $ 41,010 $ - $ 41,010 Income Taxes - - - Non-cash investing and financing activities: Stock payable for deferred financing costs - 38,330 38,330
5 EAST DELTA RESOURCES CORP. (a development stage company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of East Delta Resources Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in East Delta's latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-KSB have been omitted. 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 $1,064,927 for the six months ended June 30, 2007 and has an accumulated deficit and working capital deficit of $236,151 as of June 30, 2007. These conditions raise substantial doubt as to East Delta's ability to continue as a going concern. Management's plans include obtaining additional capital through debt or equity financing. The consolidated financial statements do not include any adjustments that might be necessary if East Delta is unable to continue as a going concern. NOTE 3 - RELATED PARTY TRANSACTIONS On December 28, 2005, Sino Canadian loaned Sino Silver Corp., a company operated by a related party, $150,000 in a term loan with an interest rate of 2% on the outstanding balance per month, or fraction thereof. Sino Silver's exploration properties in China were pledged as collateral to the loan. The principal amount was paid in full during the six months ended June 30, 2007. In addition to the principal repayment, Sino Canadian received 100,000 common shares of Silver Dragon Resources as interest. 50,000 unrestricted shares of Silver Dragon were sold on the open market for $101,500 and 50,000 restricted shares of Silver Dragon Resources were sold to two related parties at $50,000. Sino Canadian recognized $71,750 loss in the later transaction. NOTE 4 - COMMON STOCK During the six months ended June 30 2007, East Delta issued 1,994,000 shares of common stock for services. These shares were recorded at their fair value of $496,000. NOTE 5 - WARRANTS During the six months ended June 30, 2007, East Delta granted two consultants 1,000,000 warrants to purchase East Delta's common stock. These warrants are exercisable immediately at $0.35 per share and expire on December 31, 2009. These warrants were valued using the Black-Scholes Method with the following assumptions: i) expected share price volatility of 122.30%; ii) risk free interest rate of 4.9%; iii) expected weighted average life - 2.8 years; and iv) no dividend yield. East Delta recorded $198,879 warrant expense related to these grants. 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and the related footnotes thereto. Forward-Looking Statements Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other "forward-looking" information. The words "believe," "intend," "plan," "expect," "anticipate," "estimate," "project," "goal" and similar expressions identify such statement was made. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. Factors that might cause or contribute to such a discrepancy include, but are not limited to the risks discussed in this and our other SEC filings. We do not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements. The following discussion and analysis of our financial condition is as of June 30, 2007. Our results of operations and cash flows should be read in conjunction with our un-audited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-KSB for the year ended December 31, 2006. Overview East Delta Resources Corp., ("we", or the "Company" or "EDLT"), a Delaware corporation, was incorporated on March 4, 1999. We are a start-up, development stage company and have not yet generated or realized any revenues from our new business operations. Since inception, we have sold our equity to raise money for property acquisitions, corporate expenses and to repay outstanding indebtedness. Our current business strategy focuses on gold exploration and mining development in mainland China. There is little historical financial information about our company upon which to base an evaluation of our performance. We have never generated any revenues from our mining operations. Accordingly, comparisons with prior periods are not meaningful. We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services. Our primary activity, once we become operational, will be in gold exploration, mining development and production. We also plan to participate in other mineral exploration and mining, specifically, nickel, zinc and lead. The geographic focus is in growth mining regions in Southeast Asia, primarily in China. Our goal is to establish ourselves, in these areas, as a major force in the mining industry by bringing together a network of financing sources, management expertise, the latest mining technology and extensive local industry contacts. 7 Results of Operations and Financial Condition The following selected financial data for the three and six months ended June 30, 2007 and 2006 and the period from inception to June 30, 2007 is derived from the financial statements included elsewhere herein. The following data should be read in conjunction with the financial statements of the Company:
For the period March 4, 1999 Three Months Three Months Six Months Six Months (inception of ended ended ended ended development stage) June 30, June 30, June 30, June 30, through June 30, 2007 2006 2007 2006 ---- ---- ---- ---- --------------- Total revenues $ -- $ -- $ -- $ -- $ 86,544 Total operating expenses 725,322 296,908 1,131,143 807,601 18,819,923 Loss before minority interest (639,546) (282,452) (1,043,123) (787,734) (26,517,872) Net loss (656,341) (277,574) (1,064,927) (782,856) (26,494,648)
Our operations have been fairly minimal to date, and have not generated any revenues. Accordingly, we are considered to be in the development stage as defined in Financial Accounting Standards Board Statement No. 7. Revenues We had no revenues during the three and six months ended June 30, 2007 and 2006. Operating expenses and net losses Our total expenses for the three and six months ended June 30, 2007 were $725,322 and $1,131,143, respectively, compared to $296,908 and $807,601 for the three and six months ended June 30, 2006, respectively. The increase is primarily due to stock issued to consultants for services. Our average monthly recurring expenses during these three months approximated $30,000 and include salaries, office overhead, professional fees, travel, business entertainment and insurance. No officer and director compensation was paid for the three and six months ended June 30, 2007 and 2006. During the three and six months ending June 30, 2007, we incurred an operating loss of $725,322 and $1,131,143 respectively, as compared to an operating loss of $296,908 and $807,601 for the three and six months ending June 30, 2006, respectively. As of June 30, 2007, we have a deficit accumulated during the development stage of $26,494,648. Liquidity and Capital Resources Balance Sheet Data: As of June 30, 2007 -------------------- Working capital deficit $ (236,151) Total assets 298,788 Total liabilities 1,769,107 Stockholders' deficit (1,597,005) As of June 30, 2007, our cash position was $164,150 and we had a working capital deficit of $236,151. 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. 8 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 $1,064,927 for the six months ended June 30, 2007 and has an accumulated deficit of $26,494,648 and working capital deficit of $236,151 as of June 30, 2007. These conditions raise substantial doubt as to East Delta's ability to continue as a going concern. Management's plans include obtaining additional capital through debt or equity financing. 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; At Huaqiao, the work will be to: c) map, sample and plan drill program at Huaqiao; d) re-commence mining operations; e) addressing environmental and safety issues; f) Expand capacity. Additional plans are: g) Complete ongoing property acquisitions and seek other acquisitions; h) Consolidate the acquisitions by integrating them into the Company's Chinese operations. 9 CAUTIONARY STATEMENT This Form 10-QSB, press releases and certain information provided periodically in writing or orally by our officers or our agents contain statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act, as amended and Section 21E of the Securities Exchange Act of 1934. The words expect, anticipate, believe, goal, plan, intend, estimate and similar expressions and variations thereof if used are intended to specifically identify forward-looking statements. Those statements appear in a number of places in this Form 10-QSB and in other places, particularly, Management's Discussion and Analysis or Results of Operations, and include statements regarding the intent, belief or current expectations us, our directors or our officers with respect to, among other things: (i) our liquidity and capital resources; (ii) our financing opportunities and plans and (iii) our future performance and operating results. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) any material inability to successfully internally develop our products; (ii) any adverse effect or limitations caused by Governmental regulations; (iii) any adverse effect on our positive cash flow and ability to obtain acceptable financing in connection with our growth plans; (iv) any increased competition in business; (v) any inability to successfully conduct our business in new markets; and (vi) other risks including those identified in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise the forward looking statements made in this Form 10-QSB to reflect events or circumstances after the date of this Form 10-QSB or to reflect the occurrence of unanticipated events. 10 ITEM 3 - CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Management has evaluated, with the participation of our Chief Executive Office, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Office concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. This finding is based on a number of review adjustments found by our auditor during their review of our June 30, 2007 financial statements. We identified deficiencies in our internal controls and disclosure controls related to the expense recognition of stock-based compensation and accounting for minority interest. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Office and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective. (b) Changes in Internal Control over Financial Reporting There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 11 PART II. - OTHER INFORMATION Item 1. Legal Proceedings NONE Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ending June 30, 2007, we issued 1,825,000 shares of our common stock to various consultants for services rendered to us. The stock was issued in transactions exempt from registration either under section 4(2) to U.S. persons or under Regulation S to non-U.S persons as promulgated under the Securities Act of 1933, 1933, as amended (the "Securities Act"). No commissions were paid. Item 3. Defaults Upon Senior Securities NONE Item 4. Submission of Matters to a Vote of Securities Holders NONE Item 5. Other Information NONE Item 6. Exhibits 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act) 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) 12 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 19, 2008 By: /s/ Victor Sun -------------------------- Victor I.H. Sun Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer 13 EX-31.1 2 ex31_1.txt Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT I, Victor Sun, certify that: 1. I have reviewed this quarterly report on Form 10-QSB/A of East Delta Resources Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report. 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designated under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting. 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. Dated: June 19, 2008 By: /s/ Victor Sun --------------------------- Victor I.H. Sun Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer EX-32.1 3 ex32_1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, the undersigned Officer of East Delta Resources Corp. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2007 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 19, 2008 By: /s/ Victor Sun ------------------ Victor I.H. Sun Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----