SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                        Delta Capital Technologies, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                        98-0187705
         ----------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            B201-1331 Homer Street, Vancouver, B. C., Canada V6B 5M5
            --------------------------------------------------------
                    (Address of principal executive offices)

            The 2001 Benefit Plan of Delta Capital Technologies, Inc.
           ----------------------------------------------------------
                            (Full title of the plan)


     Judith Miller, B201-1331 Homer Street, Vancouver, B. C., Canada V6B 5M5
     -----------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (604)644-4979
                                  -------------
<TABLE>
                                          CALCULATION OF REGISTRATION FEE
========================================================================================================================
<S>                               <C>               <C>                       <C>                          <C>
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
----------------------------       -------------     ------------------        -------------------         --------------
Common Stock, 0.001 par              10,000,000           $0.035                    $350,000                   $87.50
value
========================================================================================================================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of May 1, 2001 a date within five business days prior to the
         date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.





                                    Page -1-

<PAGE>




              2001 Benefit Plan of Delta Capital Technologies, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings          Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Delta Capital Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
 December 31, 2000.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         3. The description of Registrant's capital stock contained in the
Registrant's Registration Statements pursuant to Section 12 of the Exchange Act
and any amendments or reports filed for the purpose of updating any such
descriptions.


         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on September 21, 1999 and any


                                    Page -2-

<PAGE>



amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware
(the "DECL") provides, in general, that a corporation incorporated under the
laws of the State of Delaware, such as Delta Capital, may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than a derivative action
by or in the right of the Corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorney's fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such persons conduct unlawful. In the case of a derivative action, a Delaware
corporation may indemnify any such person against expenses (including attorney's
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court determines such person is fairly and reasonably entitled to indemnify for
such expenses. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Delta Capital pursuant to the foregoing provisions, Delta Capital
understands that in the opinion of the Securities Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 6.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:



                                    Page -3-

<PAGE>



         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this 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.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.







                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                    Page -4-

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vancouver, British Columbia, Canada on April 23, 2001.

                           Delta Capital Technologies, Inc.

                           By:  /s/  Douglas P. Johnson
                              --------------------------------------------
                           Douglas P. Johnson, as President and Director



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas P. Johnson with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

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


 /s/ Douglas P. Johnson          President and Director        April 23, 2001
--------------------------
Douglas P. Johnson


 /s/ Judith Miller               Secretary and Director        April 23, 2001
--------------------------
Judith Miller


 /s/ Martin Tutschek             Director                      April 23, 2001
--------------------------
Martin Tutschek



/s/ Darwyn Ross                  Director                      April 23, 2001
--------------------------
Darwyn Ross



                                    Page -5-

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                        Delta Capital Technologies, Inc.
                            (A Delaware corporation)









                                    Page -6-

<PAGE>







                                INDEX TO EXHIBITS

<TABLE>
<S>        <C>               <C>                                                    <C>

                                                                                      Sequentially
Exhibits    SEC Ref. No.                Description of Exhibit                       Numbered Pages
--------    ------------                ----------------------                       --------------
A                4            2001 Stock Benefit Plan of the Company                           1-4
B             5, 23(b)        Opinion and consent of Counsel with respect to                   5-7
                              the legality of the issuance of securities being
                              issued

C              23(a)          Consent of Accountant                                             8

</TABLE>










                                    Page -7-

<PAGE>



                              THE 2001 BENEFIT PLAN

                                       OF

                        DELTA CAPITAL TECHNOLOGIES, INC.



<PAGE>



            THE 2001 BENEFIT PLAN OF DELTA CAPITAL TECHNOLOGIES, INC.

         Delta Capital Technologies, Inc., a Delaware corporation (the
"Company"), hereby adopts The 2001 Benefit Plan of Delta Capital Technologies,
Inc. (the "Plan") this 16th day of March, 2001. Under the Plan, the Company may
issue stock, or grant options to acquire the Company's common stock, par value
$0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In
addition, at the discretion of the Board of Directors, Benefits may from time to
time be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries but
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of ten million (10,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The


                                                     Page -1-

<PAGE>

Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of  Options  issued as  Benefits  and  Certain  Limitations  on Right to
Exercise.


          a. Each Option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan  Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted,  may be reduced only as
          provided for in this Plan and under the express written  provisions of
          the Option.

         c. Unless otherwise specifically provided by the written provisions of
         the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and delivers the required consideration
         to the Company in accordance with the terms of this Plan and then only
         as to the number of shares of Stock acquired. Except as specifically
         provided in this Plan or as otherwise specifically provided by the
         written provisions of the Option, no adjustment to the exercise price
         or the number of shares of Stock subject to the Option shall be made
         for dividends or other rights for which the record date is prior to the
         date on which the Stock subject to the Option is acquired by the
         holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan  Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain such other provisions, including further lawful
          restrictions  on the vesting  and  exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised  after the expiration of its
          term.

          g. Options  shall be  non-transferable,  except by the laws of descent
          and distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.



                                                     Page -2-

<PAGE>



8. Payment of Exercise Price.  The exercise of any Option shall be contingent on
receipt by the Company of the exercise  price paid in either cash,  certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 10 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

     ATTEST:

    /s/ Douglas P. Johnson
---------------------------------
Douglas P. Johnson, President


                                    Page -3-

<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE

                   (To be signed only upon exercise of Option)

TO: DELTA CAPITAL TECHNOLOGIES, INC.

     The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder ______________ shares of
Common Stock of Delta Capital Technologies, Inc. and herewith pays for the
shares in the manner specified in the Option. The undersigned requests that the
certificates for such shares be delivered to them according to instructions
indicated below. If such shares are not all of the shares purchasable under the
Option, the undersigned further requests that a new option certificate be issued
and delivered to the undersigned for the remaining shares purchasable under the
Option.

DATED this ________ day of ______________, 200__.






         By:_____________________________


Instructions for delivery:

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

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

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

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

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



                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                    Page -4-

<PAGE>



                                RUAIRIDH CAMPBELL
                                ATTORNEY- AT- LAW
                              600 Westwood Terrace
                               Austin, Texas 78746
                           Telephone - (512) 327-9186





April 23, 2001


Board of Directors
Delta Capital Technologies, Inc.
B201-1331 Homer Street
Vancouver, B. C.
Canada V6B 5M5

Re: Form S-8 Registration Statement

Gentlemen:

     I have acted as special counsel for Delta Capital Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act") of a registration statement on
Form S-8 (the "Registration Statement"). The Company is registering a Benefit
Plan entitled "The 2001 Benefit Plan of Delta Capital Technologies, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
10,000,000 shares of the Company's common stock, par value $.001. In connection
with the Company's filing of the Registration Statement, you have requested my
opinion regarding the validity of the issuance of the aforementioned Shares.

     This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

     In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation and amendments thereto and
     Bylaws; 2. The Registration Statement herein referenced; 3. The
     authorization and approval, dated March 16, 2001, by the Company's Board of
     Directors of the Company's 2001 Benefit Plan concerning the Shares and
     Registration Statement; 4. The Company's Section 10(a) Prospectus for the
     Registration Statement; 5. The Company's Form 10-KSB for the fiscal year
     ended December 31, 1999 and the Company's
      Form 10-QSB for the quarterly period ended September 30, 2000; 6. Such
     other documents as I have deemed necessary for the purposes of this
     Opinion.


                                    Page -5-

<PAGE>

     Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the decumbent review specified herein and I
make no representations as to the sufficiency of my investigation for this
opinion. I further expressly exempt from this opinion any representations as to
the completeness, adequacy, accuracy or any other aspect of the financial
statements incorporated in the Registration Statement.

     The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2001 Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.

     (C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

     (D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

     (E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they


                                    Page -6-

<PAGE>



are of federal or state origin, or any opinion as to the subsequent tradeability
of any Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice law in the State of California. I am not
admitted to practice law in the State of Delaware or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a Delaware
court or any other court would apply Delaware law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of this opinion.

     (G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect to this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,


   /s/ Ruairidh Campbell
----------------------------
Ruairidh Campbell






                                    Page -7-

<PAGE>






                    Letterhead of Peterson Sullivan P.L.C.C.
                           601 Union Street Suite 2300
                            Seattle Washington 98101
                          Certified Public Accountants



                          Independent Auditors' Consent

We hereby consent to the incorporation by reference in the registration
statement on Form S-8 of Delta Capital Technologies, Inc. and Subsidiary of our
report dated April 4, 2001, relating to the balance sheet of Delta Capital
Technologies Inc., and Subsidiary as of December 31, 2000, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 2000 and 1999, and for the period from March
4, 1998 (date of incorporation) to December 31, 2000, which report appears in
the Annual Report on Form 10-KSB for the year ended December 31, 2000 of Delta
Capital Technologies, Inc. and Subsidiary.


   /s/ Peterson Sullivan PLLC
---------------------------------
Peterson Sullivan PLLC
April 23, 2001
Seattle Washington.














                                    Page -8-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "deltas8.txt", "secsgml_size_bytes": 37295}]
{"company-data": {"conformed-name": "DELTA CAPITAL TECHNOLOGIES INC", "cik": "0001066764", "assigned-sic": "7371", "irs-number": "980187705", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60068", "film-number": "1620459"}, "business-address": {"street1": "999 8TH STREET SW", "street2": "403-244-7300", "city": "CALGARY ALBERTA", "state": "A0", "zip": "T2R 1J5"}, "mail-address": {"street1": "920 800 W PENDER STREET", "street2": "VANCOUVER BC CANADA V6C 2V6"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                        Delta Capital Technologies, Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                        98-0187705
         ----------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            B201-1331 Homer Street, Vancouver, B. C., Canada V6B 5M5
            --------------------------------------------------------
                    (Address of principal executive offices)

            The 2001 Benefit Plan of Delta Capital Technologies, Inc.
           ----------------------------------------------------------
                            (Full title of the plan)

     Judith Miller, B201-1331 Homer Street, Vancouver, B. C., Canada V6B 5M5
     -----------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (604)644-4979
                                  -------------

                                          CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
----------------------------       -------------     ------------------        -------------------         --------------
Common Stock, 0.001 par              10,000,000           $0.035                    $350,000                   $87.50
value
========================================================================================================================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of May 1, 2001 a date within five business days prior to the
         date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
2001 Benefit Plan of Delta Capital Technologies, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings          Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Delta Capital Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
 December 31, 2000.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         3. The description of Registrant's capital stock contained in the
Registrant's Registration Statements pursuant to Section 12 of the Exchange Act
and any amendments or reports filed for the purpose of updating any such
descriptions.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on September 21, 1999 and any

                                    Page -2-
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware
(the "DECL") provides, in general, that a corporation incorporated under the
laws of the State of Delaware, such as Delta Capital, may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than a derivative action
by or in the right of the Corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorney's fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such persons conduct unlawful. In the case of a derivative action, a Delaware
corporation may indemnify any such person against expenses (including attorney's
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court determines such person is fairly and reasonably entitled to indemnify for
such expenses. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Delta Capital pursuant to the foregoing provisions, Delta Capital
understands that in the opinion of the Securities Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 6.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

                                    Page -3-
(1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this 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.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                    Page -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vancouver, British Columbia, Canada on April 23, 2001.

                           Delta Capital Technologies, Inc.

                           By:  /s/  Douglas P. Johnson
                              --------------------------------------------
                           Douglas P. Johnson, as President and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas P. Johnson with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

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

 /s/ Douglas P. Johnson          President and Director        April 23, 2001
--------------------------
Douglas P. Johnson

 /s/ Judith Miller               Secretary and Director        April 23, 2001
--------------------------
Judith Miller

 /s/ Martin Tutschek             Director                      April 23, 2001
--------------------------
Martin Tutschek

/s/ Darwyn Ross                  Director                      April 23, 2001
--------------------------
Darwyn Ross

                                    Page -5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                        Delta Capital Technologies, Inc.
                            (A Delaware corporation)

                                    Page -6-
INDEX TO EXHIBITS
Sequentially
Exhibits    SEC Ref. No.                Description of Exhibit                       Numbered Pages
--------    ------------                ----------------------                       --------------
A                4            2001 Stock Benefit Plan of the Company                           1-4
B             5, 23(b)        Opinion and consent of Counsel with respect to                   5-7
                              the legality of the issuance of securities being
                              issued

C              23(a)          Consent of Accountant                                             8
Page -7-
THE 2001 BENEFIT PLAN

                                       OF

                        DELTA CAPITAL TECHNOLOGIES, INC.
THE 2001 BENEFIT PLAN OF DELTA CAPITAL TECHNOLOGIES, INC.

         Delta Capital Technologies, Inc., a Delaware corporation (the
"Company"), hereby adopts The 2001 Benefit Plan of Delta Capital Technologies,
Inc. (the "Plan") this 16th day of March, 2001. Under the Plan, the Company may
issue stock, or grant options to acquire the Company's common stock, par value
$0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In
addition, at the discretion of the Board of Directors, Benefits may from time to
time be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries but
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of ten million (10,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The

                                                     Page -1-
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of  Options  issued as  Benefits  and  Certain  Limitations  on Right to
Exercise.

          a. Each Option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan  Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted,  may be reduced only as
          provided for in this Plan and under the express written  provisions of
          the Option.

         c. Unless otherwise specifically provided by the written provisions of
         the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and delivers the required consideration
         to the Company in accordance with the terms of this Plan and then only
         as to the number of shares of Stock acquired. Except as specifically
         provided in this Plan or as otherwise specifically provided by the
         written provisions of the Option, no adjustment to the exercise price
         or the number of shares of Stock subject to the Option shall be made
         for dividends or other rights for which the record date is prior to the
         date on which the Stock subject to the Option is acquired by the
         holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan  Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain such other provisions, including further lawful
          restrictions  on the vesting  and  exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised  after the expiration of its
          term.

          g. Options  shall be  non-transferable,  except by the laws of descent
          and distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

                                                     Page -2-
8. Payment of Exercise Price.  The exercise of any Option shall be contingent on
receipt by the Company of the exercise  price paid in either cash,  certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 10 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

     ATTEST:

    /s/ Douglas P. Johnson
---------------------------------
Douglas P. Johnson, President

                                    Page -3-
EXHIBIT A

                               NOTICE OF EXERCISE

                   (To be signed only upon exercise of Option)

TO: DELTA CAPITAL TECHNOLOGIES, INC.

     The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder ______________ shares of
Common Stock of Delta Capital Technologies, Inc. and herewith pays for the
shares in the manner specified in the Option. The undersigned requests that the
certificates for such shares be delivered to them according to instructions
indicated below. If such shares are not all of the shares purchasable under the
Option, the undersigned further requests that a new option certificate be issued
and delivered to the undersigned for the remaining shares purchasable under the
Option.

DATED this ________ day of ______________, 200__.

         By:_____________________________

Instructions for delivery:

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

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

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

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

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

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                    Page -4-
RUAIRIDH CAMPBELL
                                ATTORNEY- AT- LAW
                              600 Westwood Terrace
                               Austin, Texas 78746
                           Telephone - (512) 327-9186

April 23, 2001

Board of Directors
Delta Capital Technologies, Inc.
B201-1331 Homer Street
Vancouver, B. C.
Canada V6B 5M5

Re: Form S-8 Registration Statement

Gentlemen:

     I have acted as special counsel for Delta Capital Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act") of a registration statement on
Form S-8 (the "Registration Statement"). The Company is registering a Benefit
Plan entitled "The 2001 Benefit Plan of Delta Capital Technologies, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
10,000,000 shares of the Company's common stock, par value $.001. In connection
with the Company's filing of the Registration Statement, you have requested my
opinion regarding the validity of the issuance of the aforementioned Shares.

     This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

     In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation and amendments thereto and
     Bylaws; 2. The Registration Statement herein referenced; 3. The
     authorization and approval, dated March 16, 2001, by the Company's Board of
     Directors of the Company's 2001 Benefit Plan concerning the Shares and
     Registration Statement; 4. The Company's Section 10(a) Prospectus for the
     Registration Statement; 5. The Company's Form 10-KSB for the fiscal year
     ended December 31, 1999 and the Company's
      Form 10-QSB for the quarterly period ended September 30, 2000; 6. Such
     other documents as I have deemed necessary for the purposes of this
     Opinion.

                                    Page -5-
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the decumbent review specified herein and I
make no representations as to the sufficiency of my investigation for this
opinion. I further expressly exempt from this opinion any representations as to
the completeness, adequacy, accuracy or any other aspect of the financial
statements incorporated in the Registration Statement.

     The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2001 Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.

     (C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

     (D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

     (E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they

                                    Page -6-
are of federal or state origin, or any opinion as to the subsequent tradeability
of any Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice law in the State of California. I am not
admitted to practice law in the State of Delaware or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a Delaware
court or any other court would apply Delaware law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of this opinion.

     (G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect to this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,

   /s/ Ruairidh Campbell
----------------------------
Ruairidh Campbell

                                    Page -7-
Letterhead of Peterson Sullivan P.L.C.C.
                           601 Union Street Suite 2300
                            Seattle Washington 98101
                          Certified Public Accountants

                          Independent Auditors' Consent

We hereby consent to the incorporation by reference in the registration
statement on Form S-8 of Delta Capital Technologies, Inc. and Subsidiary of our
report dated April 4, 2001, relating to the balance sheet of Delta Capital
Technologies Inc., and Subsidiary as of December 31, 2000, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 2000 and 1999, and for the period from March
4, 1998 (date of incorporation) to December 31, 2000, which report appears in
the Annual Report on Form 10-KSB for the year ended December 31, 2000 of Delta
Capital Technologies, Inc. and Subsidiary.

   /s/ Peterson Sullivan PLLC
---------------------------------
Peterson Sullivan PLLC
April 23, 2001
Seattle Washington.

                                    Page -8-