<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         200,000            $.25           $50,000       $15.15 
(Par Value $0.01)

================================================================================
(1) This price was fixed based on the closing price of the stock on October 14,
    1997.




<PAGE>



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

ITEM #1

(b)   Securities to be offered:

      (1) This Registration Statement covers 200,000 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
--------------------------------------------------------------------------
Ehmann, VanDenbergh &                                200,000
 Trainor, P.C.
Two Penn Center Plaza
Suite 725
Philadelphia, PA 19103
==========================================================================


                                       -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 Amended Form 10-QSB dated August 26, 1997 for the quarter
    ending June 30, 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 
Daniel P. McElhatten, 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 October 22,
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
ss/DOV AMIR                  OF DIRECTORS AND CHIEF
-----------------------         EXECUTIVE OFFICER              October 22, 1997
   DOV AMIR                                                    ----------------

                             
                              
                              PRESIDENT, DIRECTOR 
ss/GARY J. NOVINSKIE          AND CHIEF OPERATING 
-----------------------              OFFICER                   October 22, 1997
 GARY J. NOVINSKIE                                             ----------------
                                                                


ss/EDWARD J. FURMAN
-----------------------       CHIEF FINANCIAL OFFICER          October 22, 1997
   EDWARD J. FURMAN                                            ----------------
                                                               

ss/DAVID F. LINCOLN             DIRECTOR AND 
-----------------------        VICE PRESIDENT                  October 22, 1997
   DAVID F. LINCOLN                                            ----------------
                                                               

ss/LOUIS ERLICH                 DIRECTOR AND 
-----------------------        VICE PRESIDENT                  October 22, 1997
   LOUIS ERLICH                                                ----------------
                                                               
ss/C. WARREN TRAINOR
-----------------------          DIRECTOR                      October 22, 1997
   C. WARREN TRAINOR                                           ----------------
                                                               
ss/EBERHARD MEULLER
-----------------------          DIRECTOR                      October 22, 1997
   EBERHARD MUELLER                                            ----------------
                                                               

                                      -5-


<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 Daniel P. McElhatten, P.C.   Included at Page II - 1 of this
                                            Registration Statement.

(24) Consent of Experts and Counsel
     Consent of Daniel P. McElhatten, 
     P.C. is contained in its 
     opinion filed as Exhibit 5.




                                       -6-
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{"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": "333-38863", "film-number": "97701665"}, "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         200,000            $.25           $50,000       $15.15 
(Par Value $0.01)

================================================================================
(1) This price was fixed based on the closing price of the stock on October 14,
    1997.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM #1

(b)   Securities to be offered:

      (1) This Registration Statement covers 200,000 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
--------------------------------------------------------------------------
Ehmann, VanDenbergh &                                200,000
 Trainor, P.C.
Two Penn Center Plaza
Suite 725
Philadelphia, PA 19103
==========================================================================

                                       -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 Amended Form 10-QSB dated August 26, 1997 for the quarter
    ending June 30, 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 
Daniel P. McElhatten, 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 October 22,
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
ss/DOV AMIR                  OF DIRECTORS AND CHIEF
-----------------------         EXECUTIVE OFFICER              October 22, 1997
   DOV AMIR                                                    ----------------

                             
                              
                              PRESIDENT, DIRECTOR 
ss/GARY J. NOVINSKIE          AND CHIEF OPERATING 
-----------------------              OFFICER                   October 22, 1997
 GARY J. NOVINSKIE                                             ----------------
                                                                

ss/EDWARD J. FURMAN
-----------------------       CHIEF FINANCIAL OFFICER          October 22, 1997
   EDWARD J. FURMAN                                            ----------------
                                                               

ss/DAVID F. LINCOLN             DIRECTOR AND 
-----------------------        VICE PRESIDENT                  October 22, 1997
   DAVID F. LINCOLN                                            ----------------
                                                               

ss/LOUIS ERLICH                 DIRECTOR AND 
-----------------------        VICE PRESIDENT                  October 22, 1997
   LOUIS ERLICH                                                ----------------
                                                               
ss/C. WARREN TRAINOR
-----------------------          DIRECTOR                      October 22, 1997
   C. WARREN TRAINOR                                           ----------------
                                                               
ss/EBERHARD MEULLER
-----------------------          DIRECTOR                      October 22, 1997
   EBERHARD MUELLER                                            ----------------
                                                               

                                      -5-
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 Daniel P. McElhatten, P.C.   Included at Page II - 1 of this
                                            Registration Statement.

(24) Consent of Experts and Counsel
     Consent of Daniel P. McElhatten, 
     P.C. is contained in its 
     opinion filed as Exhibit 5.

                                       -6-