<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 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/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>
                                                        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
       ----------               ----------               --------              -----                     ---
        <S>                       <C>                    <C>                   <C>                      <C>
      Common Stock                50,000                 $1.68                $84,000                  $27.72
    (Par Value $.01)
</TABLE>
     (1) This price was fixed based on the closing price of the stock on March
         30, 1998



<PAGE>



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

ITEM #1

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

(1)      This  Registration  Statement covers 50,000 shares of Common Stock, par
         value $.01, of Daleco Resources  Corporation,  a Delaware  corporation,
         issued to  consultants  in  exchange  for  services  at $1.68 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
   =========================================== ==========================
   Ehmann, Van Denbergh & Trainor, P.C.                    50,000
   Two Penn Center Plaza, Suite 725
   Philadelphia, PA 19102
   =========================================== ==========================

                                       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 December 
         30, 1997 for its fiscal year ending September 30, 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 16, 1998.

(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.

(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

                                       4
<PAGE>

         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 March 31,
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
                  ss/Dov Amir                             EXECUTIVE OFFICER                      March 31, 1998
      -------------------------------------                                                ----------------------------
                    DOV AMIR


                                                       PRESIDENT, DIRECTOR AND
              ss/Gary J. Novinskie                     CHIEF OPERATING OFFICER                   March 31, 1998
      -------------------------------------                                                ----------------------------
               GARY J. NOVINSKIE



              ss/EDWARD J. FURMAN                      CHIEF FINANCIAL OFFICER                   March 31, 1998
      -------------------------------------                                                ----------------------------
                EDWARD J. FURMAN


                                                            DIRECTOR AND
              ss/DAVID F. LINCOLN                          VICE PRESIDENT                        March 31, 1998
      -------------------------------------                                                ----------------------------
                DAVID F. LINCOLN


                ss/LOUIS ERLICH                               DIRECTOR                           March 31, 1998
      -------------------------------------                                                ----------------------------
                  LOUIS ERLICH


              ss/C. WARREN TRAINOR                            DIRECTOR                           March 31, 1998
      -------------------------------------                                                ----------------------------
               C. WARREN TRAINOR


              ss/EBERHARD MEULLER                             DIRECTOR                           March 31, 1998
      -------------------------------------                                                ----------------------------
                EBERHARD MUELLER
</TABLE>



                                       6
<PAGE>



                                    EXHIBITS
                                    --------

Filed pursuant to Item 601 of Regulation S-B:
<TABLE>
<CAPTION>
                       DESCRIPTION                                              METHOD OF FILING
(4)      Article  of  Incorporation  of  Daleco  Resources       Attached  as an  Exhibit  to Form 8-K dated  
         Corporation.                                            October  7, 1996.
 <S>            <C>                                                             <C>                                              

(5)      Opinion of Ehmann, Van Denbergh & Trainor, PC.          Included at Part II-1 of this Registration 
                                                                 Statement.

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

</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15295}]
{"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": "333-49245", "film-number": "98586424"}, "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/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                50,000                 $1.68                $84,000                  $27.72
    (Par Value $.01)
(1) This price was fixed based on the closing price of the stock on March
         30, 1998
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

ITEM #1

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

(1)      This  Registration  Statement covers 50,000 shares of Common Stock, par
         value $.01, of Daleco Resources  Corporation,  a Delaware  corporation,
         issued to  consultants  in  exchange  for  services  at $1.68 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
   =========================================== ==========================
   Ehmann, Van Denbergh & Trainor, P.C.                    50,000
   Two Penn Center Plaza, Suite 725
   Philadelphia, PA 19102
   =========================================== ==========================

                                       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 December 
         30, 1997 for its fiscal year ending September 30, 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 16, 1998.

(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.

(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

                                       4
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 March 31,
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
                  ss/Dov Amir                             EXECUTIVE OFFICER                      March 31, 1998
      -------------------------------------                                                ----------------------------
                    DOV AMIR

                                                       PRESIDENT, DIRECTOR AND
              ss/Gary J. Novinskie                     CHIEF OPERATING OFFICER                   March 31, 1998
      -------------------------------------                                                ----------------------------
               GARY J. NOVINSKIE

              ss/EDWARD J. FURMAN                      CHIEF FINANCIAL OFFICER                   March 31, 1998
      -------------------------------------                                                ----------------------------
                EDWARD J. FURMAN

                                                            DIRECTOR AND
              ss/DAVID F. LINCOLN                          VICE PRESIDENT                        March 31, 1998
      -------------------------------------                                                ----------------------------
                DAVID F. LINCOLN

                ss/LOUIS ERLICH                               DIRECTOR                           March 31, 1998
      -------------------------------------                                                ----------------------------
                  LOUIS ERLICH

              ss/C. WARREN TRAINOR                            DIRECTOR                           March 31, 1998
      -------------------------------------                                                ----------------------------
               C. WARREN TRAINOR

              ss/EBERHARD MEULLER                             DIRECTOR                           March 31, 1998
      -------------------------------------                                                ----------------------------
                EBERHARD MUELLER
6
EXHIBITS
                                    --------

Filed pursuant to Item 601 of Regulation S-B:
DESCRIPTION                                              METHOD OF FILING
(4)      Article  of  Incorporation  of  Daleco  Resources       Attached  as an  Exhibit  to Form 8-K dated  
         Corporation.                                            October  7, 1996.
(5)      Opinion of Ehmann, Van Denbergh & Trainor, PC.          Included at Part II-1 of this Registration 
                                                                 Statement.

(24)     Consent of Experts  and  Counsel  
         Consent  of  Ehmann,  Van  Denbergh &
         Trainor, PC is contained in its 
         opinion filed as Exhibit 5.
7