<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

================================================================================

                          DALECO RESOURCES CORPORATION
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)


          DELAWARE                                      23-2860739
-------------------------------             ------------------------------------
(STATE OF OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)

           435 DEVON PARK DRIVE, SUITE 410, WAYNE, PENNSYLVANIA 19087
--------------------------------------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)



--------------------------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)


       C. WARREN TRAINOR, ESQUIRE C/O EHMANN, VAN DENBERGH & TRAINOR, P.C.
       TWO PENN CENTER PLAZA, SUITE 725, PHILADELPHIA, PENNSYLVANIA 19102
--------------------------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                  215-851-9800
--------------------------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

================================================================================

                                  PROPOSED      PROPOSED   
  TITLE OF                         MAXIMUM       MAXIMUM 
 SECURITIES        AMOUNT TO      OFFERING      AGGREGATE       AMOUNT OF 
    TO BE             BE          PRICE PER     OFFERING      REGISTRATION
 REGISTERED       REGISTERED       SHARE (1)      PRICE           FEE     
 ----------       ----------       ---------      -----           ---     
               
  Common Stock      373,292         $.25         $93,323         $29.00
(Par Value $0.01)
================================================================================
(1)      This price was fixed based in the last trade on May 16, 1997.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM #1

(b)    Securities to be offered:

      (1)   This Registration Statement covers 345,292 shares of Common Stock,
            par value $.01, of Daleco Resources Corporation, a Delaware
            corporation, issued to consultants in exchange for services at $.25
            per share pursuant to Rule 701 under the Securities Act of 1933.

      (2)   The persons covered hereby are:

               ========================================================
                         NAME OF RE-OFFEROR          NUMBER OF SHARES
               --------------------------------------------------------
               Wall Street Equities, Inc.                 156,000
               205 Indian Avenue
               Portsmouth, RI 02871
               --------------------------------------------------------
               John Conti                                  96,000
               3799 Mote Road
               Gainsville, NY 14066
               --------------------------------------------------------
               Avonwood Capital Corporation               121,292
               1436 Lancaster Avenue
               Berwyn, PA 19312
               ========================================================



                                       -2-

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM #3       INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference in the registration
statement:

(a) The registrants latest annual report on Form 10-KSB, dated January 14, 1996.

(b) the registrant's Form 10-QSB dated May 14, 1997 for the quarter ending March
    31, 1997.

(c) All other reports filed by the registrant pursuant to Section 13(a) or
    15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
    year covered by the annual report referred to in (a) above, to include
    registrants Proxy Statements containing Part III information dated January
    29, 1997.

(d) The descriptions of the registrants Common Stock which are contained in
    the registrant's statements under Section 12 of the Securities Exchange
    Act of 1934, including any amendment or reports filed for the purpose of
    updating such descriptions.

ITEM #4       DESCRIPTION OF SECURITIES.

Not applicable.

ITEM #5       INTEREST OF NAMED EXPERTS AND COUNSEL.

Legal Opinion - the validity of the shares of Common Stock covered by this
registration statement had been passed upon for the Company by Ehmann, Van
Denbergh & Trainor, P.C. counsel to the Company.

ITEM #6       INDEMNIFICATION OF DIRECTORS.

Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporation.
Articles VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitee") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitee for defending any
proceedings related to the specified circumstances, (iii) gives the Indemnitee
the right to bring suit against the registrant to enforce the foregoing rights
to indemnification and advancement of expenses, and (iv) authorizes the
registrant to maintain certain policies of insurance to protect itself and any
of its directors, officers or employees. The registrant currently maintains as
policies of insurance under which the directors and officers of registrant are
insured. In connection with the defense of actions, suites or proceedings, and
certain liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.

ITEM #7       EXEMPTION FROM REGISTRATION CLAIMED.

In each instance the Common Stock issued by the registrant to the holder were
issued pursuant to the exemption contained in Rule 701 promulgated under Section
3(b) of the Securities Act of 1933.

ITEM #8       EXHIBITS.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.


                                       -3-

<PAGE>



ITEM #9       UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
      post-effective amendment to the registration statement to include any
      material information with respect to the plan of distribution not
      previously disclosed in the registration statement or any material change
      to such information in the registration statement. That, for the purpose
      of determining any liability under the Securities Act of 1933, each such
      post-effective amendment shall be deemed to be all new registration
      statement relating to the securities offered therein, and the offering of
      such securities at that time shall be deemed to be the initial bona fide
      offering thereof.

(2)   To include any material information not previously disclosed in the
      Registration Statement or any material change to such information in the
      Registration Statement, provided, however, that paragraphs (i) and (ii) do
      not apply if the Registration Statement is on Form S-3 or Form S-8, and
      the information required to be included in a post-effective amendment by
      those paragraph is contained in periodic reports filed by the Company
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in the Registration Statement.

(3)   To remove from registration by means of a post-effective amendment any of
      the securities being registered which remain unexercised at the expiration
      of the exercise period.

(4)   That, for the purpose of determining any liability under the Securities
      Act of 1934 each filing of the Company's annual report pursuant to Section
      13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
      statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(5)   Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to directors, officers and controlling persons of the
      Company pursuant to the foregoing provisions, or otherwise, the Company
      has been advised that in the opinion of the Securities and Exchange
      Commission, such indemnification is against public policy as expressed in
      the Securities Act and is, therefore, unenforceable. In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Company of expenses incurred or paid by a director, officer or
      controlling person of the Company in the successful defense of any action,
      suit or proceeding) is asserted by such director, officer or controlling
      person in connection with the securities being registered, the Company
      will, unless in the opinion of its counsel the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is against public policy as
      expressed in the Securities Act, and will be governed by the final
      adjudication of such issue.




                                       -4-

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, Daleco Resources
Corporation certifies that it has reasonable grounds to believe it meets all of
the requirements for filing or Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Wayne, Commonwealth of Pennsylvania, on May 21, 1997.

                                           Daleco Resources Corporation



                                                ss/GARY J. NOVINSKIE
                                           ---------------------------------
                                           By:  Gary J. Novinskie, President


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

       SIGNATURE                     TITLE                        DATE

                              CHAIRMAN OF THE BOARD 
                              OF DIRECTORS AND CHIEF
ss/DOV AMIR                     EXECUTIVE OFFICER              May 21, 1997  
----------------------                                         ------------  
       DOV AMIR                                   
                              
                              PRESIDENT, DIRECTOR
                              AND CHIEF OPERATING
ss/GARY J. NOVINSKIE                OFFICER                    May 21, 1997     
----------------------                                         ------------  
  GARY J. NOVINSKIE

ss/EDWARD J. FURMAN           CHIEF FINANCIAL OFFICER          May 21, 1997
----------------------                                         ------------  
   EDWARD J. FURMAN

                                DIRECTOR AND 
ss/DAVID F. LINCOLN            VICE PRESIDENT                  May 21, 1997
----------------------                                         ------------  
   DAVID F. LINCOLN
                                
                                DIRECTOR AND  
ss/LOUIS ERLICH                VICE PRESIDENT                  May 21, 1997
----------------------                                         ------------  
   LOUIS ERLICH
                                
ss/C. WARREN TRAINOR             DIRECTOR                      May 21, 1997
----------------------                                         ------------  
   C. WARREN TRAINOR
                                 
                               

ss/EBERHARD MEULLER              DIRECTOR                      May 21, 1997
----------------------                                         ------------  
   EBERHARD MUELLER


                                       -5-

<PAGE>


                                    EXHIBITS

Filed pursuant to Item 601 of Regulation S-B.

                DESCRIPTION                              METHOD OF FILING
                -----------                              ----------------

(4)  (a) Articles of Incorporation of Daleco      Attached as an Exhibit to Form
         Resources Corporation.                   8-K dated October 7, 1996. 

     (b) Agreement dated the 31st day of          Attached as an Exhibit to Form
         October, 1996 between Daleco             8-K dated March 12, 1997  
         Resources Corporation and Wall           
         Street Equities, Inc.

     (c) Agreement dated March 12, 1997           Attached as an Exhibit to Form
         between Daleco Resources Corporation     S-8 dated March 12, 1997  
         and Avonwood Capital Corporation         

     (d) Letter dated February 15, 1996           Included at page II - 1 of the
         between Daleco Resources Corporation     Registration Statement  
         and John Conti as amended by letter      
         dated April 21, 1997.

(5)  Opinion of Ehmann, Van Denbergh &            Included at Page II - 3 of
     Trainor, P.C.                                this Registration Statement.

(24) Consent of Experts and Counsel
     Consent of Ehmann, Van Denbergh &
     Trainor, P.C. is contained in its opinion
     filed as Exhibit 5.




                                       -6-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14424}]
{"company-data": {"conformed-name": "DALECO RESOURCES CORP", "cik": "0000746967", "assigned-sic": "1311", "irs-number": "232860734", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27593", "film-number": "97612855"}, "business-address": {"street1": "435 DEVON PK DRIVE", "street2": "STE 410", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6102544199"}, "mail-address": {"street1": "435 DEVON PARK DRIVE", "street2": "SUITE 410", "city": "WAYNE", "state": "PA", "zip": "19087"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

================================================================================

                          DALECO RESOURCES CORPORATION
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)

          DELAWARE                                      23-2860739
-------------------------------             ------------------------------------
(STATE OF OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)

           435 DEVON PARK DRIVE, SUITE 410, WAYNE, PENNSYLVANIA 19087
--------------------------------------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)

--------------------------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

       C. WARREN TRAINOR, ESQUIRE C/O EHMANN, VAN DENBERGH & TRAINOR, P.C.
       TWO PENN CENTER PLAZA, SUITE 725, PHILADELPHIA, PENNSYLVANIA 19102
--------------------------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                  215-851-9800
--------------------------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

================================================================================

                                  PROPOSED      PROPOSED   
  TITLE OF                         MAXIMUM       MAXIMUM 
 SECURITIES        AMOUNT TO      OFFERING      AGGREGATE       AMOUNT OF 
    TO BE             BE          PRICE PER     OFFERING      REGISTRATION
 REGISTERED       REGISTERED       SHARE (1)      PRICE           FEE     
 ----------       ----------       ---------      -----           ---     
               
  Common Stock      373,292         $.25         $93,323         $29.00
(Par Value $0.01)
================================================================================
(1)      This price was fixed based in the last trade on May 16, 1997.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM #1

(b)    Securities to be offered:

      (1)   This Registration Statement covers 345,292 shares of Common Stock,
            par value $.01, of Daleco Resources Corporation, a Delaware
            corporation, issued to consultants in exchange for services at $.25
            per share pursuant to Rule 701 under the Securities Act of 1933.

      (2)   The persons covered hereby are:

               ========================================================
                         NAME OF RE-OFFEROR          NUMBER OF SHARES
               --------------------------------------------------------
               Wall Street Equities, Inc.                 156,000
               205 Indian Avenue
               Portsmouth, RI 02871
               --------------------------------------------------------
               John Conti                                  96,000
               3799 Mote Road
               Gainsville, NY 14066
               --------------------------------------------------------
               Avonwood Capital Corporation               121,292
               1436 Lancaster Avenue
               Berwyn, PA 19312
               ========================================================

                                       -2-
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM #3       INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference in the registration
statement:

(a) The registrants latest annual report on Form 10-KSB, dated January 14, 1996.

(b) the registrant's Form 10-QSB dated May 14, 1997 for the quarter ending March
    31, 1997.

(c) All other reports filed by the registrant pursuant to Section 13(a) or
    15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
    year covered by the annual report referred to in (a) above, to include
    registrants Proxy Statements containing Part III information dated January
    29, 1997.

(d) The descriptions of the registrants Common Stock which are contained in
    the registrant's statements under Section 12 of the Securities Exchange
    Act of 1934, including any amendment or reports filed for the purpose of
    updating such descriptions.

ITEM #4       DESCRIPTION OF SECURITIES.

Not applicable.

ITEM #5       INTEREST OF NAMED EXPERTS AND COUNSEL.

Legal Opinion - the validity of the shares of Common Stock covered by this
registration statement had been passed upon for the Company by Ehmann, Van
Denbergh & Trainor, P.C. counsel to the Company.

ITEM #6       INDEMNIFICATION OF DIRECTORS.

Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporation.
Articles VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitee") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitee for defending any
proceedings related to the specified circumstances, (iii) gives the Indemnitee
the right to bring suit against the registrant to enforce the foregoing rights
to indemnification and advancement of expenses, and (iv) authorizes the
registrant to maintain certain policies of insurance to protect itself and any
of its directors, officers or employees. The registrant currently maintains as
policies of insurance under which the directors and officers of registrant are
insured. In connection with the defense of actions, suites or proceedings, and
certain liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.

ITEM #7       EXEMPTION FROM REGISTRATION CLAIMED.

In each instance the Common Stock issued by the registrant to the holder were
issued pursuant to the exemption contained in Rule 701 promulgated under Section
3(b) of the Securities Act of 1933.

ITEM #8       EXHIBITS.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

                                       -3-
ITEM #9       UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
      post-effective amendment to the registration statement to include any
      material information with respect to the plan of distribution not
      previously disclosed in the registration statement or any material change
      to such information in the registration statement. That, for the purpose
      of determining any liability under the Securities Act of 1933, each such
      post-effective amendment shall be deemed to be all new registration
      statement relating to the securities offered therein, and the offering of
      such securities at that time shall be deemed to be the initial bona fide
      offering thereof.

(2)   To include any material information not previously disclosed in the
      Registration Statement or any material change to such information in the
      Registration Statement, provided, however, that paragraphs (i) and (ii) do
      not apply if the Registration Statement is on Form S-3 or Form S-8, and
      the information required to be included in a post-effective amendment by
      those paragraph is contained in periodic reports filed by the Company
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in the Registration Statement.

(3)   To remove from registration by means of a post-effective amendment any of
      the securities being registered which remain unexercised at the expiration
      of the exercise period.

(4)   That, for the purpose of determining any liability under the Securities
      Act of 1934 each filing of the Company's annual report pursuant to Section
      13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
      statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(5)   Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to directors, officers and controlling persons of the
      Company pursuant to the foregoing provisions, or otherwise, the Company
      has been advised that in the opinion of the Securities and Exchange
      Commission, such indemnification is against public policy as expressed in
      the Securities Act and is, therefore, unenforceable. In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Company of expenses incurred or paid by a director, officer or
      controlling person of the Company in the successful defense of any action,
      suit or proceeding) is asserted by such director, officer or controlling
      person in connection with the securities being registered, the Company
      will, unless in the opinion of its counsel the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is against public policy as
      expressed in the Securities Act, and will be governed by the final
      adjudication of such issue.

                                       -4-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Daleco Resources
Corporation certifies that it has reasonable grounds to believe it meets all of
the requirements for filing or Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Wayne, Commonwealth of Pennsylvania, on May 21, 1997.

                                           Daleco Resources Corporation

                                                ss/GARY J. NOVINSKIE
                                           ---------------------------------
                                           By:  Gary J. Novinskie, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

       SIGNATURE                     TITLE                        DATE

                              CHAIRMAN OF THE BOARD 
                              OF DIRECTORS AND CHIEF
ss/DOV AMIR                     EXECUTIVE OFFICER              May 21, 1997  
----------------------                                         ------------  
       DOV AMIR                                   
                              
                              PRESIDENT, DIRECTOR
                              AND CHIEF OPERATING
ss/GARY J. NOVINSKIE                OFFICER                    May 21, 1997     
----------------------                                         ------------  
  GARY J. NOVINSKIE

ss/EDWARD J. FURMAN           CHIEF FINANCIAL OFFICER          May 21, 1997
----------------------                                         ------------  
   EDWARD J. FURMAN

                                DIRECTOR AND 
ss/DAVID F. LINCOLN            VICE PRESIDENT                  May 21, 1997
----------------------                                         ------------  
   DAVID F. LINCOLN
                                
                                DIRECTOR AND  
ss/LOUIS ERLICH                VICE PRESIDENT                  May 21, 1997
----------------------                                         ------------  
   LOUIS ERLICH
                                
ss/C. WARREN TRAINOR             DIRECTOR                      May 21, 1997
----------------------                                         ------------  
   C. WARREN TRAINOR
                                 
                               

ss/EBERHARD MEULLER              DIRECTOR                      May 21, 1997
----------------------                                         ------------  
   EBERHARD MUELLER

                                       -5-
EXHIBITS

Filed pursuant to Item 601 of Regulation S-B.

                DESCRIPTION                              METHOD OF FILING
                -----------                              ----------------

(4)  (a) Articles of Incorporation of Daleco      Attached as an Exhibit to Form
         Resources Corporation.                   8-K dated October 7, 1996. 

     (b) Agreement dated the 31st day of          Attached as an Exhibit to Form
         October, 1996 between Daleco             8-K dated March 12, 1997  
         Resources Corporation and Wall           
         Street Equities, Inc.

     (c) Agreement dated March 12, 1997           Attached as an Exhibit to Form
         between Daleco Resources Corporation     S-8 dated March 12, 1997  
         and Avonwood Capital Corporation         

     (d) Letter dated February 15, 1996           Included at page II - 1 of the
         between Daleco Resources Corporation     Registration Statement  
         and John Conti as amended by letter      
         dated April 21, 1997.

(5)  Opinion of Ehmann, Van Denbergh &            Included at Page II - 3 of
     Trainor, P.C.                                this Registration Statement.

(24) Consent of Experts and Counsel
     Consent of Ehmann, Van Denbergh &
     Trainor, P.C. is contained in its opinion
     filed as Exhibit 5.

                                       -6-