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 NO.)
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
                        -------------------------------
<TABLE>
<CAPTION>

<S>                      <C>                  <C>                     <C>                      <C>
---------------------------------------------------------------------------------------------------------------------
                                                PROPOSED
     TITLE OF                                   MAXIMUM                   PROPOSED 
    SECURITIES              AMOUNT              OFFERING                  MAXIMUM                   AMOUNT OF
       TO BE                TO BE              PRICE PER                 AGGREGATE                REGISTRATION
    REGISTERED            REGISTERED            SHARE(1)               OFFERING PRICE                  FEE
---------------------------------------------------------------------------------------------------------------------
Common
Stock (Par
Value $0.01)               100,000               $1.06                   $106,000.00                  $32.12
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This price was fixed based on the closing price of the stock on May 4, 1998.


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

ITEM #1

(b)      Securities to be offered:
         -------------------------

1)       This Registration Statement covers 100,000 shares of Common Stock,
         par value $.01, of Daleco Resources Corporation, a Delaware
         corporation, issued to consultants in exchange for services at $1.xxx
         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
=============================================================================
Venture Capital & Marketing Consultants, Inc.                  100,000
312 West First Street
Sanford, Fl. 32771
=============================================================================



                                     -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 December 24,
    1997.

(b) The registrant's Form 10-QSB dated February 12, 1998 for the quarter
    ending December 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.

                                     -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.


                                     -5-
<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 6, 1998.

                                              Daleco Resources Corporation


                                              /s/ 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.
<TABLE>
<CAPTION>

               SIGNATURE                                         TITLE                                   DATE
               ---------                                         -----                                   ----
<S>                                                    <C>                                           <C>
                                                        CHAIRMAN OF THE BOARD OF
                                                          DIRECTORS AND CHIEF
              /s/ DOV AMIR                                 EXECUTIVE OFFICER                          May 6, 1998
----------------------------------------
                DOV AMIR

                                                        PRESIDENT, DIRECTOR AND
         /s/ GARY J. NOVINSKIE                          CHIEF OPERATING OFFICER                       May 6, 1998
----------------------------------------
           GARY J. NOVINSKIE

          /s/ EDWARD J. FURMAN                          CHIEF FINANCIAL OFFICER                       May 6, 1998
----------------------------------------
            EDWARD J. FURMAN
   
          /s/ DAVID F. LINCOLN                         DIRECTOR AND VICE PRESIDENT                    May 6, 1998
----------------------------------------
            DAVID F. LINCOLN

            /s/ LOUIS ERLICH                                     DIRECTOR                             May 6, 1998
----------------------------------------
              LOUIS ERLICH

         /s/ C. WARREN TRAINOR                                   DIRECTOR                             May 6, 1998
----------------------------------------
            C. WARREN TRAINOR

          /s/ EBERHARD MEULLER                                   DIRECTOR                             May 6, 1998
----------------------------------------
            EBERHARD MUELLER


</TABLE>

                                      -6-




<PAGE>


                                   EXHIBITS

Filed pursuant to Item 601 of Regulation S-B.

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

(4)   Articles of Incorporation of         Attached as an Exhibit to Form 8-K 
      Daleco Resources Corporation.        dated October 7, 1996. 
                                           
(5)   Opinion of Ehmann, Van               Included at Page II - 1 of this 
      Denbergh &b Trainor, P.C.            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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14097}]
{"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": "333-52079", "film-number": "98612916"}, "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 NO.)
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
     TITLE OF                                   MAXIMUM                   PROPOSED 
    SECURITIES              AMOUNT              OFFERING                  MAXIMUM                   AMOUNT OF
       TO BE                TO BE              PRICE PER                 AGGREGATE                REGISTRATION
    REGISTERED            REGISTERED            SHARE(1)               OFFERING PRICE                  FEE
---------------------------------------------------------------------------------------------------------------------
Common
Stock (Par
Value $0.01)               100,000               $1.06                   $106,000.00                  $32.12
---------------------------------------------------------------------------------------------------------------------
(1) This price was fixed based on the closing price of the stock on May 4, 1998.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
             ----------------------------------------------------

ITEM #1

(b)      Securities to be offered:
         -------------------------

1)       This Registration Statement covers 100,000 shares of Common Stock,
         par value $.01, of Daleco Resources Corporation, a Delaware
         corporation, issued to consultants in exchange for services at $1.xxx
         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
=============================================================================
Venture Capital & Marketing Consultants, Inc.                  100,000
312 West First Street
Sanford, Fl. 32771
=============================================================================

                                     -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 December 24,
    1997.

(b) The registrant's Form 10-QSB dated February 12, 1998 for the quarter
    ending December 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.

                                     -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.

                                     -5-
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 6, 1998.

                                              Daleco Resources Corporation

                                              /s/ 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
              /s/ DOV AMIR                                 EXECUTIVE OFFICER                          May 6, 1998
----------------------------------------
                DOV AMIR

                                                        PRESIDENT, DIRECTOR AND
         /s/ GARY J. NOVINSKIE                          CHIEF OPERATING OFFICER                       May 6, 1998
----------------------------------------
           GARY J. NOVINSKIE

          /s/ EDWARD J. FURMAN                          CHIEF FINANCIAL OFFICER                       May 6, 1998
----------------------------------------
            EDWARD J. FURMAN
   
          /s/ DAVID F. LINCOLN                         DIRECTOR AND VICE PRESIDENT                    May 6, 1998
----------------------------------------
            DAVID F. LINCOLN

            /s/ LOUIS ERLICH                                     DIRECTOR                             May 6, 1998
----------------------------------------
              LOUIS ERLICH

         /s/ C. WARREN TRAINOR                                   DIRECTOR                             May 6, 1998
----------------------------------------
            C. WARREN TRAINOR

          /s/ EBERHARD MEULLER                                   DIRECTOR                             May 6, 1998
----------------------------------------
            EBERHARD MUELLER
-6-
EXHIBITS

Filed pursuant to Item 601 of Regulation S-B.

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

(4)   Articles of Incorporation of         Attached as an Exhibit to Form 8-K 
      Daleco Resources Corporation.        dated October 7, 1996. 
                                           
(5)   Opinion of Ehmann, Van               Included at Page II - 1 of this 
      Denbergh &b Trainor, P.C.            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.