<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)


           NEVADA                                    23-2860739
--------------------------------            ---------------------------------
(STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

            120 NORTH CHURCH STREET, WEST CHESTER, PENNSYLVANIA 19380
--------------------------------------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)

                            (FULL TITLE OF THE PLAN)


              C. WARREN TRAINOR, ESQUIRE, C/O EHMANN, VAN DENBERGH,
                              TRAINOR & SCOTT, P.C.
       TWO PENN CENTER PLAZA, SUITE 220, 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
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------

         TITLE OF
        SECURITIES               AMOUNT           PROPOSED MAXIMUM                                        AMOUNT OF
          TO BE                  TO BE           OFFERING PRICE PER         PROPOSED MAXIMUM            REGISTRATION
        REGISTERED             REGISTERED             SHARE(1)           AGGREGATE OFFERING PRICE           FEE
--------------------------------------------------------------------------------------------------------------------------
 <S>                          <C>                    <C>                       <C>                       <C>
 Common Stock
  (Par Value $0.01)             20,000                 $0.417                    $8,340                    $1.05
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This price was fixed based on an agreed contractual agreement for the
         issuance of shares in exchange for services at $0.417 per share, a rate
         equal to the average of the bid and asked price for the five trading
         days ending October 11, 2004. No fractional shares are to be issued,
         with any fractional share rounded down to the next whole share.



<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM #1

(b)      Securities to be offered:

1)       This Registration Statement covers 20,000 shares of Common Stock, par
         value $.01, of Daleco Resources Corporation, a Delaware corporation,
         issued to special counsel to the registrant in exchange for $8,340 of
         services at $0.417 per share pursuant to Rule 701 under the Securities
         Act of 1933. No fractional shares are to be issued, with any fractional
         share rounded down to the next whole share.

2)       The person covered hereby are:

================================================================================
                        NAME OF RE-OFFEROR                   NUMBER OF SHARES
--------------------------------------------------------------------------------
William Smith                                                    20,000
P.O. Box 2063
Southeastern, Pa 19399-2063
================================================================================




                                      -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 registrant's latest annual report on Form 10-KSB, dated January 12,
         2003 and filed January 14, 2003.

(b)      The registrant's Form 10-QSB dated August 12, 2004 for the quarter
         ending June 30, 2004.

(c)      The registrants Form 10-QSB dated May 28, 2004 for the quarter ending
         March 31, 2004.

(d)      The registrants Form 10-QSB dated February 17, 2004 for the quarter
         ending December 31, 2003.

(e)      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.

(f)      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 & Scott, P.C. counsel to the Company.

ITEM #6  INDEMNIFICATION OF DIRECTORS.

Section 78:751 of the Nevada Revised Statues (Nevada General Corporation Law)
authorizes indemnification of directors, officers and employees of a Nevada
Corporation. 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 law of Nevada, (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 no 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.

                                      -3-
<PAGE>

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.

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.


                                      -4-
<PAGE>

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.

                                   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 West Chester, Commonwealth of Pennsylvania, on
December 1, 2004

                                            Daleco Resources Corporation


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




                                      -5-
<PAGE>


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.
<TABLE>
<CAPTION>

<S>                                                                   <C>                                    <C>
                  SIGNATURE                                           TITLE                                  DATE
                  ---------                                           -----                                  ----


                                                             CHAIRMAN OF THE BOARD OF                  December 1, 2004
                 /s/ DOV AMIR                                   DIRECTORS AND CHIEF
----------------------------------------------                  EXECUTIVE OFFICER
                  DOV AMIR



            /s/ GARY J. NOVINSKIE                        PRESIDENT, TREASURER AND DIRECTOR             December 1, 2004
----------------------------------------------
              GARY J. NOVINSKIE



               /s/ H.PAUL PRYOR                                       DIRECTOR                         December 1, 2004
----------------------------------------------
                H. PAUL PRYOR



             /s/ ROBERT E. MARTIN                                     DIRECTOR                         December 1, 2004
----------------------------------------------
              ROBERT E. MARTIN

</TABLE>



                                      -6-

<PAGE>





                                    EXHIBITS
                                    --------


Filed pursuant to Item 601 of Regulation S-B.

<TABLE>
<CAPTION>

                         DESCRIPTION                                                   METHOD OF FILING
                         -----------                                                   ----------------
<C>                                                                                                  <C>
(4)      Articles  of   Incorporation   of  Daleco   Resources            Attached  as  an  Exhibit  3.5  to  Form  10-KSB-K  dated
         Corporation.                                                     January 12, 2004.

(5)      Opinion of Ehmann,  Van  Denbergh,  Trainor &b Scott,            Included at Page II - 1 of this Registration Statement.
         P.C.

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


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 14011}]
{"company-data": {"conformed-name": "DALECO RESOURCES CORP", "cik": "0000746967", "assigned-sic": "1311", "irs-number": "232860739", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120884", "film-number": "041176046"}, "business-address": {"street1": "983 OLD EAGLE SCHOOL ROAD", "street2": "SUITE 615", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6102939400"}, "mail-address": {"street1": "435 DEVON PARK DRIVE", "street2": "SUITE 410", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": {"former-conformed-name": "UNITED WESTLAND RESOURCES LTD", "date-changed": "19860822"}}
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)

           NEVADA                                    23-2860739
--------------------------------            ---------------------------------
(STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

            120 NORTH CHURCH STREET, WEST CHESTER, PENNSYLVANIA 19380
--------------------------------------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)

                            (FULL TITLE OF THE PLAN)

              C. WARREN TRAINOR, ESQUIRE, C/O EHMANN, VAN DENBERGH,
                              TRAINOR & SCOTT, P.C.
       TWO PENN CENTER PLAZA, SUITE 220, 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
--------------------------------------------------------------------------------------------------------------------------

         TITLE OF
        SECURITIES               AMOUNT           PROPOSED MAXIMUM                                        AMOUNT OF
          TO BE                  TO BE           OFFERING PRICE PER         PROPOSED MAXIMUM            REGISTRATION
        REGISTERED             REGISTERED             SHARE(1)           AGGREGATE OFFERING PRICE           FEE
--------------------------------------------------------------------------------------------------------------------------
Common Stock
  (Par Value $0.01)             20,000                 $0.417                    $8,340                    $1.05
--------------------------------------------------------------------------------------------------------------------------
(1)      This price was fixed based on an agreed contractual agreement for the
         issuance of shares in exchange for services at $0.417 per share, a rate
         equal to the average of the bid and asked price for the five trading
         days ending October 11, 2004. No fractional shares are to be issued,
         with any fractional share rounded down to the next whole share.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM #1

(b)      Securities to be offered:

1)       This Registration Statement covers 20,000 shares of Common Stock, par
         value $.01, of Daleco Resources Corporation, a Delaware corporation,
         issued to special counsel to the registrant in exchange for $8,340 of
         services at $0.417 per share pursuant to Rule 701 under the Securities
         Act of 1933. No fractional shares are to be issued, with any fractional
         share rounded down to the next whole share.

2)       The person covered hereby are:

================================================================================
                        NAME OF RE-OFFEROR                   NUMBER OF SHARES
--------------------------------------------------------------------------------
William Smith                                                    20,000
P.O. Box 2063
Southeastern, Pa 19399-2063
================================================================================

                                      -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 registrant's latest annual report on Form 10-KSB, dated January 12,
         2003 and filed January 14, 2003.

(b)      The registrant's Form 10-QSB dated August 12, 2004 for the quarter
         ending June 30, 2004.

(c)      The registrants Form 10-QSB dated May 28, 2004 for the quarter ending
         March 31, 2004.

(d)      The registrants Form 10-QSB dated February 17, 2004 for the quarter
         ending December 31, 2003.

(e)      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.

(f)      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 & Scott, P.C. counsel to the Company.

ITEM #6  INDEMNIFICATION OF DIRECTORS.

Section 78:751 of the Nevada Revised Statues (Nevada General Corporation Law)
authorizes indemnification of directors, officers and employees of a Nevada
Corporation. 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 law of Nevada, (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 no 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.

                                      -3-
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.

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.

                                      -4-
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.

                                   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 West Chester, Commonwealth of Pennsylvania, on
December 1, 2004

                                            Daleco Resources Corporation

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

                                      -5-
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                  December 1, 2004
                 /s/ DOV AMIR                                   DIRECTORS AND CHIEF
----------------------------------------------                  EXECUTIVE OFFICER
                  DOV AMIR

            /s/ GARY J. NOVINSKIE                        PRESIDENT, TREASURER AND DIRECTOR             December 1, 2004
----------------------------------------------
              GARY J. NOVINSKIE

               /s/ H.PAUL PRYOR                                       DIRECTOR                         December 1, 2004
----------------------------------------------
                H. PAUL PRYOR

             /s/ ROBERT E. MARTIN                                     DIRECTOR                         December 1, 2004
----------------------------------------------
              ROBERT E. MARTIN
-6-
EXHIBITS
                                    --------

Filed pursuant to Item 601 of Regulation S-B.
DESCRIPTION                                                   METHOD OF FILING
                         -----------                                                   ----------------
(4)      Articles  of   Incorporation   of  Daleco   Resources            Attached  as  an  Exhibit  3.5  to  Form  10-KSB-K  dated
         Corporation.                                                     January 12, 2004.

(5)      Opinion of Ehmann,  Van  Denbergh,  Trainor &b Scott,            Included at Page II - 1 of this Registration Statement.
         P.C.

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