content: 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)
  
            Suite 440-375 Water Street , Vancouver, B.C., Canada V6B 5C6
                      (Address of principal executive offices)
  
              The 2003 Benefit Plan of Delta Capital Technologies, Inc.
                              (Full title of the plan)
  
                               The Company Corporation
            2711 Centerville Road, Suite 400, Wilmington, Delaware 19800
              (Name, address, including zip code, of agent for service)
  
     Telephone number, including area code, of agent for service: (800) 818-0204
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                           CALCULATION OF REGISTRATION FEE
  
  ==================================== ============== ======================== ========================= =================
  
  Title of Securities to be            Amounts to     Proposed Maximum         Proposed Maximum          Amount of
  Registered                           be Registered  Offering Price Per       Aggregate Offering Price  Registration Fee
                                                      Share(1)
  ------------------------------------ -------------- ------------------------ ------------------------- -----------------
  
  Common Stock                             2,500,000                   $0.045                  $112,500            $28.13
  ==================================== ============== ======================== ========================= =================
  
  (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 August
  22, 2003 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.
  
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                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
              The 2003 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 2003 Benefit Plan of Delta Capital Technologies, Inc.
  
  Registration Statement Item Numbers and Headings     Prospectus Heading
  
  1.       2003 Benefit 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/A  for the fiscal  year ended
  December 31, 2002.
  
  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, 2002.
  
  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-SB12G/A filed with the Commission on January 14, 2000, and any 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.")
  
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  <PAGE>
  
  
  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
  
  The Delaware Corporation Law ("DCL") permits a Delaware Corporation to include
  in its charter a provision eliminating or limiting the personal liability of a
  director to the corporation or its stockholders for monetary damages for
  breaches of fiduciary duty, including conduct that could be characterized as
  negligence or gross negligence. However, the DCL provides that the charter can
  not eliminate or limit liability for (a) breaches of the director's duty of
  loyalty, (b) acts or omissions not in good faith or involving intentional
  misconduct or knowing violation of the law, (c) an unlawful distribution, or (d)
  the receipt of improper personal benefits. The DCL further provides that no such
  provision will eliminate or limit the liability of a director for any act or
  omission occurring prior to the date when such provision becomes effective. Our
  current charter includes a provision eliminating director liability for monetary
  damages for breaches of fiduciary duty to the maximum extent permitted by the
  DCL.
  
  At present the Company has not entered into individual indemnity agreements with
  its officers or directors. The Company's By-Laws and Certificate of
  Incorporation, however, provide a blanket indemnification that the Company shall
  indemnify, to the fullest extent under Delaware law, its directors and officers
  against certain liabilities incurred with respect to their service in such
  capacities. In addition, the Certificate of Incorporation provides that the
  personal liability of directors and officers to the Company and its stockholders
  for monetary damages will be limited.
  
  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 5.
  
  Item 9.  Undertakings
  
  (a)      The undersigned registrant hereby undertakes:
  
         (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 (the "Securities Act"),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
  <PAGE>
  
  
  
         (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, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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
  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 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 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act, 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, on August
  22, 2003.
  
  Delta Capital Technologies, Inc.
  
  By: /s/ Martin Tutschek
  President, Chief Financial Officer and Director
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints Martin Tutschek 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 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, this registration statement
  has been signed by the following persons in the capacities and on the date
  indicated.
  
  Signature                           Title                     Date
  /s/ Martin Tutschek                 Director         August 22, 2003
  -------------------
  Martin Tutschek
  
   /s/ Ken Maude                      Director                  August 22, 2003
   -------------
  Ken Maude
  
                                         4
  <PAGE>
  
  
  
                                  INDEX TO EXHIBITS
  
  Commission Ref. No.             Description of Exhibit                                        Page
  Exhibits
  
  A                4(i)           2003 Stock Benefit Plan of the Company                           6
  
  B                4(ii)          Section 10(a) Prospectus                                         9
  
  C                5, 23(b)       Opinion and consent of Counsel with respect                     13
                                  to the legality of the issuance of securities being issued
  
  D                23(a)           Consent of Accountant                                          16
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         5
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  EXHIBIT 4(i)
                                THE 2003 BENEFIT PLAN
                                         OF
                          DELTA CAPITAL TECHNOLOGIES, INC.
  
  Delta Capital Technologies, Inc., a Delaware corporation (the "Company"), hereby
  adopts The 2003 Benefit Plan of Delta Capital Technologies, Inc. (the "Plan")
  this 20th day of August, 2003. 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 Benefits approved by a
  majority vote of those Plan Administrators attending a duly and properly held
  meeting shall be valid. Any Benefits 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 two million five hundred
  thousand (2,500,000) 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.
  
  
                                         6
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  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
  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.
  
  
                                         7
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  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 two millionth five hundred thousandth 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.
  
  ATTEST:
  
  /s/ Martin Tutschek
  Martin Tutschek, President and Chief Financial Officer
  
                                         8
  <PAGE>
  
  
  
  EXHIBIT 4(ii)
                             SECTION 10(A) PROSPECTUS OF
                          DELTA CAPITAL TECHNOLOGIES, INC.
  
  August 20, 2003: This document constitutes part of a prospectus covering
  securities of Delta Capital Technologies, Inc., a Delaware corporation
  ("Company"), that have been registered with the Securities and Exchange
  Commission ("Commission") under the Securities Act of 1933. This document, a
  Section 10(a) Prospectus, contains and constitutes four sections. The first and
  second sections "General Plan Information" and "Registrant Information and
  Employee Plan Annual Information" are found in this Prospectus. The Company's
  latest Form 10-KSB/A, for the fiscal year ended December 31, 2002, which is
  incorporated herein by this reference, comprises the third section of this
  Prospectus, with which offerees are being constructively provided. The fourth
  section of this Prospectus contains a Stock Option Agreement and Notice of
  Exercise, which are provided to offerees of stock options, to be completed and
  submitted within the time permitted, in conjunction with the tender of the
  appropriate consideration, by those who wish to exercise their options.
  
  Item 1.           General Plan Information
  
  The Company's board of directors (the "Board") has adopted a benefit plan for
  its employees and others entitled "The 2003 Benefit Plan of Delta Capital
  Technologies Inc." (the "Plan"). Pursuant to the Plan, the Board can authorize
  the issuance of stock or options to purchase stock up to an aggregate of two
  million five hundred thousand (2,500,000) shares of common stock of the Company,
  par value $0.001 per share (the "Common Stock"), over a maximum of a five year
  period, although the Board may shorten this period.
  
  The Board adopted the Plan on August 20, 2003. The Plan is intended to aid the
  Company in maintaining and continuing its development of a quality management
  team, in attracting qualified employees, consultants, and advisors who can
  contribute to the future success of the Company, and in providing such
  individuals with an incentive to use their best efforts to promote the growth
  and profitability of the Company.
  
  The Plan is not subject to the provisions of the Employee Retirement Income
  Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
  of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
  the Plan is the exclusive province of the Board. Board members are elected at
  each annual meeting of shareholders. The term each Board member serves is
  therefore one year. If an annual meeting is not held the member shall serve
  until the next submission of matters to a vote of Company's shareholders.
  
  As ultimate administrators of the Plan, the Board should be contacted with
  requests for additional Plan information. Alternatively, the Board may appoint a
  committee to administer the Plan (hereinafter the Board or its duly authorized
  committee shall be referred to as "Plan Administrators"). As no committee has
  been authorized by the Board, the current Board members are the Plan
  Administrators. This group is currently comprised of Martin Tutschek and Ken
  Maude. The address of the Board is c/o the Company, Suite 440-375 Water Street
  Vancouver, B.C., Canada V6B 5C6, telephone number (604) 312-0663.
  
  In the event a vacancy in the Board arises, the vote of a majority of remaining
  directors may select a successor, or, if the remaining Board does not fill the
  vacancy, the vote of shareholders may also elect a successor to fill such
  vacancy. Board members may be removed from office by the vote of a majority of
  the issued and outstanding shares with or without cause. Plan Administrators who
  are not Board members can be removed or appointed at any time for any reason by
  the majority vote of Board members.
  
                                         9
  <PAGE>
  
  
  The Plan  Administrators  shall  interpret  the Plan (which  interpretation  is
  binding  on  the  participants  absent  demonstrable  error),   determine  which
  employees or others shall receive shares or options, decide the number of shares
  or options and  establish  any other terms for the shares or options not already
  established in the Company's Plan.  Information  concerning  changes in the Plan
  will be provided in the future either in the Company's proxy statements,  annual
  or other reports, or in amendments to this document.
  
  Securities to be Offered
  
  Shares and options providing for the issuance or purchase of shares equaling a
  maximum of two million five hundred thousand (2,500,000) shares of Common Stock
  may be granted under the Plan. All options under the Plan are "non-qualified"
  stock options. The number of shares of Common Stock issuable under the Plan is
  subject to adjustment in the event of changes in the outstanding shares of
  Common Stock resulting from stock dividends, stock splits, or recapitalizations.
  
  Employees Who May Participate in the Plan
  
  The Board shall determine which of the Company's employees are eligible to
  receive shares or options under the Plan. The term "Employee" includes any
  employee, director, officer, or consultant or advisor of the Company or any of
  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.
  
  Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
  
  The Plan Administrators shall determine which employees shall receive shares or
  options. The Plan is not subject to ERISA and the securities are being issued by
  the Company and not purchased on the open market or otherwise.
  
  Options granted under the Plan shall be exercisable as determined by the Plan
  Administrators. If an option granted under the Plan should expire or terminate
  for any reason without having been exercised in full, the unpurchased shares
  subject to that option will again be available for grant under the Plan.
  
  The exercise price payable to the Company for Option Shares shall be as set
  forth from time to time by the Plan Administrators. 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.
  
  The shares of Common Stock subject to the 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. Options and all other interests under the plan shall
  be non- transferable, except by means of a will or the laws of descent and
  distribution.
  
  
  
  
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  Amendments and Termination
  
  The Plan may be abandoned or terminated at any time by the Plan Administrators
  except with respect to any Options then outstanding under the Plan. The Plan
  shall otherwise terminate on the earlier of the date that is five years from the
  date first appearing in the Plan or the date on which an option for the two
  millionth five hundred thousandth share is either granted under the Plan or on
  which the two millionth five hundred thousandth share is de-registered on a
  post-effective amendment on Form S-8 filed with the Securities and Exchange
  Commission (the "SEC"). No options may be granted under the terms of the Plan
  after it has been terminated. The Board may alter or amend the Plan only once
  during any six month period, except as to comply with changes to the Code. No
  termination, suspension, alteration or amendment may adversely affect the rights
  of a holder of a previously issued option without the consent of that holder.
  
  Resale of Common Stock
  
  Shares of Common Stock issued or purchased on exercise of options granted under
  the Plan will have been initially registered pursuant to a Form S-8 Registration
  Statement filed by the Company. Subsequently, shares obtained pursuant to the
  Plan may be eligible for immediate resale depending on whether an exemption from
  registration is available or whether the shares are in fact registered. The
  Company makes no statement as to subsequent sale-ability of specific shares
  obtained pursuant to the Plan and urges any persons seeking to sell shares so
  obtained to seek counsel from independent attorneys.
  
  As may be applicable for subsequent resale of shares obtained from the Plan, the
  Board believes that the Company has filed all reports and other materials
  required to be filed during the preceding twelve months under the Securities
  Exchange Act of 1934 as of August 20, 2003.
  
  Tax Effects of Plan Participation & Non-statutory Options
  
  The following discussion of the federal income tax consequences of participation
  in the Plan is only a summary, does not purport to be complete, and does not
  cover, among other things, state and local tax consequences. Additionally,
  differences in participants' financial situations may cause federal, state, and
  local tax consequences of participation in the Plan to vary. Therefore, each
  participant in the Plan is urged to consult his or her own accountant, legal or
  other advisor regarding the tax consequences of participation in the Plan. This
  discussion is based on the provisions of the Code as presently in effect.
  
  Under the current provisions of the Code, if shares of Common Stock are issued
  to the original holder of a non-qualified option granted and exercised under the
  Plan (assuming there is not an active trading market for options of the
  Company), (i) the option holder ("Holder") will not recognize income at the time
  of the grant of the option; (ii) on exercise of the option the Holder will
  recognize ordinary income in an amount equal to the excess of the fair market
  value of the shares of Common Stock acquired at the time of exercise over the
  exercise price; (iii) upon the sale of the shares of Common Stock the Holder
  will recognize a short term or long term capital gain, or loss, as may be, in an
  amount equal to the difference between the amount he or she receives from the
  sale of those shares and the Holder's tax basis in the shares (as described
  below); and (iv) the Company will be entitled to expense as compensation the
  amount of ordinary income that the holder recognized, as set forth in Clause
  (ii) above.
  
                                         11
  <PAGE>
  
  
  
  If the Holder pays the exercise price entirely in cash, the tax basis of the
  shares of Common Stock will be equal to the amount of the exercise price paid
  plus the ordinary income recognized by the Holder from exercising the options.
  This basis should equal the fair market value of the shares of Common Stock
  acquired on the date of exercise. The holding period will begin on the day after
  the tax basis of the shares is determined.
  
  The ordinary income received by the Holder on exercise of the option is
  considered to be compensation from the Company. As with other forms of
  compensation, withholding tax and other trust fund payments will be due with
  respect to the exercise of the options. The Company will initially pay the
  Optionee's liability and will be reimbursed by Optionee no later than six months
  after such liability arises.
  
  Item 2.           Registrant Information and Employee Plan Annual Information
  
  The Company will provide to any Employee upon request a copy, without charge, of
  the Company's periodic reports filed with the SEC, including its latest annual
  report on Form 10-KSB/A and its quarterly reports on Form 10-QSB. The Company
  will also provide any Employee upon written or oral request a copy, without
  charge, of the documents incorporated by reference in Item 3 of Part II of the
  Form S-8 Registration Statement. These documents are also incorporated by
  reference into the Section 10(a) prospectus, of which this document is a part.
  Requests for such information should be directed to the Company at Attn: Martin
  Tutschek, Suite 440-375 Water Street Vancouver, B.C., Canada V6B 5C6.
  
  Signature                           Title                     Date
  
  /s/ Martin Tutschek                 Director         August 22, 2003
  -------------------
  Martin Tutschek
  
  /s/ Ken Maude
  Ken Maude                           Director                  August 22, 2003
  
  
  
  
  
  
  
  
  
  
  
  
                                         12
  
  
  
  
  
  
  <PAGE>
  
  
  EXHIBIT 5, 23(b)
                                   GERALD EINHORN
                                                             ATTORNEY-AT- LAW*
                              1751 East Oakridge Drive
                             Salt Lake City, Utah 84106
                          Telephone (801)575_8073, Ext. 158
                             *Admitted only in New York
  
  August 20, 2003
  
  
  Board of Directors
  Delta Capital Technologies, Inc.
  440-375 Water Street
  Vancouver, British Columbia, Canada V6B 5C6
  
  Signature Stock Transfer, Inc.
  2301 Ohio Drive, Suite 100
  Plano, Texas 75093
  
  Re:      Legality and Authorization of Shares Issued
             Under Form S-8 Registration Statement
  
  Gentlemen:
  
  I have acted as special counsel for Delta Capital Technologies, Inc., a Delaware
  corporation (the "Company"), in the limited capacity of rendering an opinion
  regarding the legality and authorization of the shares proposed to be registered
  under a registration statement on Form S-8 (the "Registration Statement") to be
  filed with the Securities and Exchange Commission ("the Commission") under the
  Securities Act of 1933, as amended, ("the Act"). The Company is registering a
  Benefit Plan entitled "The 2003 Benefit Plan of Delta Capital Technologies,
  Inc." (the "Benefit Plan") pursuant to which the Company has authorized the
  issuance of two million five hundred thousand (2,500,000) shares of the
  Company's common stock, par value $.001 (the "Shares").
  
  In connection with the preparation of this Opinion, I have examined the
  following:
  
  1. The Company's  Articles of Incorporation,  amendments  thereto and Bylaws as
  submitted to me by the Company pursuant to my request for same;
  
  2. The Registration Statement herein referenced;
  
  3. The Board of Directors  Resolution,  dated August 20, 2003,  authorizing and
  approving  the  Company's   2003  Benefit  Plan  and  the   preparation  of  the
  Registration Statement;
  
  4. The Company's Section 10(a) Prospectus for the Registration Statement;
  
  5. The Company's  Amended Form 10-KSB/A for the fiscal year ended  December 31,
  2002 and the Company's Form 10-QSB for the quarterly period ended June 30, 2003;
  
  6.  Such other documents as I have deemed necessary for the purposes of this Opinion.
  
  
  
                                         13
  <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 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 two million five hundred
  thousand (2,500,000) shares to be included in the Registration Statement are
  available for issuance based upon corporate documentation and on the number 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 provisions 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 2003 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 non-assessable, 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 were 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 are of federal or
      state origin, or any opinion as to the subsequent tradeability of any Shares
      issued pursuant to the Benefit Plan.
  
  
                                         14
  <PAGE>
  
  
      (F) I am admitted to practice law in the State of New York. 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 of 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 of 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 prior
  written consent.
  
  Sincerely,
  
  
  /s/ Gerald Einhorn
  Gerald Einhorn
  
  
  
  
  
  
  
  
                                         15
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  EXHIBIT 23(a)
  
  -----------------------------------------------------------------------------
  PETERSON SULLIVAN PLLC
  601 UNION STREET    SUITE 2300    SEATTLE WA 98101 (206) 382-7777    FAX 382-7700
                                        CERTIFIED PUBLIC ACCOUNTANTS
  
  
  
                            INDEPENDENT AUDITORS' CONSENT
  
  
  
  We hereby consent to the incorporation by reference in the registration
  statement (No. 000-27407) on Form S-8 of Delta Capital Technologies, Inc. of our
  report dated May 16, 2003, relating to the balance sheet of Delta Capital
  Technologies, Inc. as of December 31, 2002, and the related statements of
  operations, shareholders' equity and cash flows for the years ended December 31,
  2002 and 2001, which report appears in the Annual Report on Form 10-KSB and Form
  10KSB/A for the year ended December 31, 2002, of Delta Capital Technologies,
  Inc.
  
  
  
  
  August 21, 2003
  Seattle, Washington
  
  
  
  
  
  
  
                                         16
  
  
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "deltas8.txt", "secsgml_size_bytes": 44304}]
metadata_filer: {"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": "333-108201", "film-number": "03865017"}, "business-address": {"street1": "5550 -14 B AVENUE", "street2": "SUITE 205", "city": "DELTA", "state": "B0", "zip": "V4M 2G6"}, "mail-address": {"street1": "5550 - 14B AVENUE", "street2": "SUITE 205", "city": "DELTA", "state": "B0", "zip": "V4M 2G6"}}
text: 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)
  
            Suite 440-375 Water Street , Vancouver, B.C., Canada V6B 5C6
                      (Address of principal executive offices)
  
              The 2003 Benefit Plan of Delta Capital Technologies, Inc.
                              (Full title of the plan)
  
                               The Company Corporation
            2711 Centerville Road, Suite 400, Wilmington, Delaware 19800
              (Name, address, including zip code, of agent for service)
  
     Telephone number, including area code, of agent for service: (800) 818-0204
                                                                   -------------
  CALCULATION OF REGISTRATION FEE
  
  ==================================== ============== ======================== ========================= =================
  
  Title of Securities to be            Amounts to     Proposed Maximum         Proposed Maximum          Amount of
  Registered                           be Registered  Offering Price Per       Aggregate Offering Price  Registration Fee
                                                      Share(1)
  ------------------------------------ -------------- ------------------------ ------------------------- -----------------
  
  Common Stock                             2,500,000                   $0.045                  $112,500            $28.13
  ==================================== ============== ======================== ========================= =================
  
  (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 August
  22, 2003 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.
  
                                         1
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
              The 2003 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 2003 Benefit Plan of Delta Capital Technologies, Inc.
  
  Registration Statement Item Numbers and Headings     Prospectus Heading
  
  1.       2003 Benefit 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/A  for the fiscal  year ended
  December 31, 2002.
  
  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, 2002.
  
  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-SB12G/A filed with the Commission on January 14, 2000, and any 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.")
  
                                         2
  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
  
  The Delaware Corporation Law ("DCL") permits a Delaware Corporation to include
  in its charter a provision eliminating or limiting the personal liability of a
  director to the corporation or its stockholders for monetary damages for
  breaches of fiduciary duty, including conduct that could be characterized as
  negligence or gross negligence. However, the DCL provides that the charter can
  not eliminate or limit liability for (a) breaches of the director's duty of
  loyalty, (b) acts or omissions not in good faith or involving intentional
  misconduct or knowing violation of the law, (c) an unlawful distribution, or (d)
  the receipt of improper personal benefits. The DCL further provides that no such
  provision will eliminate or limit the liability of a director for any act or
  omission occurring prior to the date when such provision becomes effective. Our
  current charter includes a provision eliminating director liability for monetary
  damages for breaches of fiduciary duty to the maximum extent permitted by the
  DCL.
  
  At present the Company has not entered into individual indemnity agreements with
  its officers or directors. The Company's By-Laws and Certificate of
  Incorporation, however, provide a blanket indemnification that the Company shall
  indemnify, to the fullest extent under Delaware law, its directors and officers
  against certain liabilities incurred with respect to their service in such
  capacities. In addition, the Certificate of Incorporation provides that the
  personal liability of directors and officers to the Company and its stockholders
  for monetary damages will be limited.
  
  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 5.
  
  Item 9.  Undertakings
  
  (a)      The undersigned registrant hereby undertakes:
  
         (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 (the "Securities Act"),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
  (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, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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
  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 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 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act, 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, on August
  22, 2003.
  
  Delta Capital Technologies, Inc.
  
  By: /s/ Martin Tutschek
  President, Chief Financial Officer and Director
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints Martin Tutschek 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 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, this registration statement
  has been signed by the following persons in the capacities and on the date
  indicated.
  
  Signature                           Title                     Date
  /s/ Martin Tutschek                 Director         August 22, 2003
  -------------------
  Martin Tutschek
  
   /s/ Ken Maude                      Director                  August 22, 2003
   -------------
  Ken Maude
  
                                         4
  INDEX TO EXHIBITS
  
  Commission Ref. No.             Description of Exhibit                                        Page
  Exhibits
  
  A                4(i)           2003 Stock Benefit Plan of the Company                           6
  
  B                4(ii)          Section 10(a) Prospectus                                         9
  
  C                5, 23(b)       Opinion and consent of Counsel with respect                     13
                                  to the legality of the issuance of securities being issued
  
  D                23(a)           Consent of Accountant                                          16
  
                                         5
  EXHIBIT 4(i)
                                THE 2003 BENEFIT PLAN
                                         OF
                          DELTA CAPITAL TECHNOLOGIES, INC.
  
  Delta Capital Technologies, Inc., a Delaware corporation (the "Company"), hereby
  adopts The 2003 Benefit Plan of Delta Capital Technologies, Inc. (the "Plan")
  this 20th day of August, 2003. 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 Benefits approved by a
  majority vote of those Plan Administrators attending a duly and properly held
  meeting shall be valid. Any Benefits 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 two million five hundred
  thousand (2,500,000) 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.
  
                                         6
  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
  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.
  
                                         7
  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 two millionth five hundred thousandth 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.
  
  ATTEST:
  
  /s/ Martin Tutschek
  Martin Tutschek, President and Chief Financial Officer
  
                                         8
  EXHIBIT 4(ii)
                             SECTION 10(A) PROSPECTUS OF
                          DELTA CAPITAL TECHNOLOGIES, INC.
  
  August 20, 2003: This document constitutes part of a prospectus covering
  securities of Delta Capital Technologies, Inc., a Delaware corporation
  ("Company"), that have been registered with the Securities and Exchange
  Commission ("Commission") under the Securities Act of 1933. This document, a
  Section 10(a) Prospectus, contains and constitutes four sections. The first and
  second sections "General Plan Information" and "Registrant Information and
  Employee Plan Annual Information" are found in this Prospectus. The Company's
  latest Form 10-KSB/A, for the fiscal year ended December 31, 2002, which is
  incorporated herein by this reference, comprises the third section of this
  Prospectus, with which offerees are being constructively provided. The fourth
  section of this Prospectus contains a Stock Option Agreement and Notice of
  Exercise, which are provided to offerees of stock options, to be completed and
  submitted within the time permitted, in conjunction with the tender of the
  appropriate consideration, by those who wish to exercise their options.
  
  Item 1.           General Plan Information
  
  The Company's board of directors (the "Board") has adopted a benefit plan for
  its employees and others entitled "The 2003 Benefit Plan of Delta Capital
  Technologies Inc." (the "Plan"). Pursuant to the Plan, the Board can authorize
  the issuance of stock or options to purchase stock up to an aggregate of two
  million five hundred thousand (2,500,000) shares of common stock of the Company,
  par value $0.001 per share (the "Common Stock"), over a maximum of a five year
  period, although the Board may shorten this period.
  
  The Board adopted the Plan on August 20, 2003. The Plan is intended to aid the
  Company in maintaining and continuing its development of a quality management
  team, in attracting qualified employees, consultants, and advisors who can
  contribute to the future success of the Company, and in providing such
  individuals with an incentive to use their best efforts to promote the growth
  and profitability of the Company.
  
  The Plan is not subject to the provisions of the Employee Retirement Income
  Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
  of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
  the Plan is the exclusive province of the Board. Board members are elected at
  each annual meeting of shareholders. The term each Board member serves is
  therefore one year. If an annual meeting is not held the member shall serve
  until the next submission of matters to a vote of Company's shareholders.
  
  As ultimate administrators of the Plan, the Board should be contacted with
  requests for additional Plan information. Alternatively, the Board may appoint a
  committee to administer the Plan (hereinafter the Board or its duly authorized
  committee shall be referred to as "Plan Administrators"). As no committee has
  been authorized by the Board, the current Board members are the Plan
  Administrators. This group is currently comprised of Martin Tutschek and Ken
  Maude. The address of the Board is c/o the Company, Suite 440-375 Water Street
  Vancouver, B.C., Canada V6B 5C6, telephone number (604) 312-0663.
  
  In the event a vacancy in the Board arises, the vote of a majority of remaining
  directors may select a successor, or, if the remaining Board does not fill the
  vacancy, the vote of shareholders may also elect a successor to fill such
  vacancy. Board members may be removed from office by the vote of a majority of
  the issued and outstanding shares with or without cause. Plan Administrators who
  are not Board members can be removed or appointed at any time for any reason by
  the majority vote of Board members.
  
                                         9
  The Plan  Administrators  shall  interpret  the Plan (which  interpretation  is
  binding  on  the  participants  absent  demonstrable  error),   determine  which
  employees or others shall receive shares or options, decide the number of shares
  or options and  establish  any other terms for the shares or options not already
  established in the Company's Plan.  Information  concerning  changes in the Plan
  will be provided in the future either in the Company's proxy statements,  annual
  or other reports, or in amendments to this document.
  
  Securities to be Offered
  
  Shares and options providing for the issuance or purchase of shares equaling a
  maximum of two million five hundred thousand (2,500,000) shares of Common Stock
  may be granted under the Plan. All options under the Plan are "non-qualified"
  stock options. The number of shares of Common Stock issuable under the Plan is
  subject to adjustment in the event of changes in the outstanding shares of
  Common Stock resulting from stock dividends, stock splits, or recapitalizations.
  
  Employees Who May Participate in the Plan
  
  The Board shall determine which of the Company's employees are eligible to
  receive shares or options under the Plan. The term "Employee" includes any
  employee, director, officer, or consultant or advisor of the Company or any of
  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.
  
  Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
  
  The Plan Administrators shall determine which employees shall receive shares or
  options. The Plan is not subject to ERISA and the securities are being issued by
  the Company and not purchased on the open market or otherwise.
  
  Options granted under the Plan shall be exercisable as determined by the Plan
  Administrators. If an option granted under the Plan should expire or terminate
  for any reason without having been exercised in full, the unpurchased shares
  subject to that option will again be available for grant under the Plan.
  
  The exercise price payable to the Company for Option Shares shall be as set
  forth from time to time by the Plan Administrators. 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.
  
  The shares of Common Stock subject to the 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. Options and all other interests under the plan shall
  be non- transferable, except by means of a will or the laws of descent and
  distribution.
  
                                         10
  Amendments and Termination
  
  The Plan may be abandoned or terminated at any time by the Plan Administrators
  except with respect to any Options then outstanding under the Plan. The Plan
  shall otherwise terminate on the earlier of the date that is five years from the
  date first appearing in the Plan or the date on which an option for the two
  millionth five hundred thousandth share is either granted under the Plan or on
  which the two millionth five hundred thousandth share is de-registered on a
  post-effective amendment on Form S-8 filed with the Securities and Exchange
  Commission (the "SEC"). No options may be granted under the terms of the Plan
  after it has been terminated. The Board may alter or amend the Plan only once
  during any six month period, except as to comply with changes to the Code. No
  termination, suspension, alteration or amendment may adversely affect the rights
  of a holder of a previously issued option without the consent of that holder.
  
  Resale of Common Stock
  
  Shares of Common Stock issued or purchased on exercise of options granted under
  the Plan will have been initially registered pursuant to a Form S-8 Registration
  Statement filed by the Company. Subsequently, shares obtained pursuant to the
  Plan may be eligible for immediate resale depending on whether an exemption from
  registration is available or whether the shares are in fact registered. The
  Company makes no statement as to subsequent sale-ability of specific shares
  obtained pursuant to the Plan and urges any persons seeking to sell shares so
  obtained to seek counsel from independent attorneys.
  
  As may be applicable for subsequent resale of shares obtained from the Plan, the
  Board believes that the Company has filed all reports and other materials
  required to be filed during the preceding twelve months under the Securities
  Exchange Act of 1934 as of August 20, 2003.
  
  Tax Effects of Plan Participation & Non-statutory Options
  
  The following discussion of the federal income tax consequences of participation
  in the Plan is only a summary, does not purport to be complete, and does not
  cover, among other things, state and local tax consequences. Additionally,
  differences in participants' financial situations may cause federal, state, and
  local tax consequences of participation in the Plan to vary. Therefore, each
  participant in the Plan is urged to consult his or her own accountant, legal or
  other advisor regarding the tax consequences of participation in the Plan. This
  discussion is based on the provisions of the Code as presently in effect.
  
  Under the current provisions of the Code, if shares of Common Stock are issued
  to the original holder of a non-qualified option granted and exercised under the
  Plan (assuming there is not an active trading market for options of the
  Company), (i) the option holder ("Holder") will not recognize income at the time
  of the grant of the option; (ii) on exercise of the option the Holder will
  recognize ordinary income in an amount equal to the excess of the fair market
  value of the shares of Common Stock acquired at the time of exercise over the
  exercise price; (iii) upon the sale of the shares of Common Stock the Holder
  will recognize a short term or long term capital gain, or loss, as may be, in an
  amount equal to the difference between the amount he or she receives from the
  sale of those shares and the Holder's tax basis in the shares (as described
  below); and (iv) the Company will be entitled to expense as compensation the
  amount of ordinary income that the holder recognized, as set forth in Clause
  (ii) above.
  
                                         11
  If the Holder pays the exercise price entirely in cash, the tax basis of the
  shares of Common Stock will be equal to the amount of the exercise price paid
  plus the ordinary income recognized by the Holder from exercising the options.
  This basis should equal the fair market value of the shares of Common Stock
  acquired on the date of exercise. The holding period will begin on the day after
  the tax basis of the shares is determined.
  
  The ordinary income received by the Holder on exercise of the option is
  considered to be compensation from the Company. As with other forms of
  compensation, withholding tax and other trust fund payments will be due with
  respect to the exercise of the options. The Company will initially pay the
  Optionee's liability and will be reimbursed by Optionee no later than six months
  after such liability arises.
  
  Item 2.           Registrant Information and Employee Plan Annual Information
  
  The Company will provide to any Employee upon request a copy, without charge, of
  the Company's periodic reports filed with the SEC, including its latest annual
  report on Form 10-KSB/A and its quarterly reports on Form 10-QSB. The Company
  will also provide any Employee upon written or oral request a copy, without
  charge, of the documents incorporated by reference in Item 3 of Part II of the
  Form S-8 Registration Statement. These documents are also incorporated by
  reference into the Section 10(a) prospectus, of which this document is a part.
  Requests for such information should be directed to the Company at Attn: Martin
  Tutschek, Suite 440-375 Water Street Vancouver, B.C., Canada V6B 5C6.
  
  Signature                           Title                     Date
  
  /s/ Martin Tutschek                 Director         August 22, 2003
  -------------------
  Martin Tutschek
  
  /s/ Ken Maude
  Ken Maude                           Director                  August 22, 2003
  
                                         12
  EXHIBIT 5, 23(b)
                                   GERALD EINHORN
                                                             ATTORNEY-AT- LAW*
                              1751 East Oakridge Drive
                             Salt Lake City, Utah 84106
                          Telephone (801)575_8073, Ext. 158
                             *Admitted only in New York
  
  August 20, 2003
  
  Board of Directors
  Delta Capital Technologies, Inc.
  440-375 Water Street
  Vancouver, British Columbia, Canada V6B 5C6
  
  Signature Stock Transfer, Inc.
  2301 Ohio Drive, Suite 100
  Plano, Texas 75093
  
  Re:      Legality and Authorization of Shares Issued
             Under Form S-8 Registration Statement
  
  Gentlemen:
  
  I have acted as special counsel for Delta Capital Technologies, Inc., a Delaware
  corporation (the "Company"), in the limited capacity of rendering an opinion
  regarding the legality and authorization of the shares proposed to be registered
  under a registration statement on Form S-8 (the "Registration Statement") to be
  filed with the Securities and Exchange Commission ("the Commission") under the
  Securities Act of 1933, as amended, ("the Act"). The Company is registering a
  Benefit Plan entitled "The 2003 Benefit Plan of Delta Capital Technologies,
  Inc." (the "Benefit Plan") pursuant to which the Company has authorized the
  issuance of two million five hundred thousand (2,500,000) shares of the
  Company's common stock, par value $.001 (the "Shares").
  
  In connection with the preparation of this Opinion, I have examined the
  following:
  
  1. The Company's  Articles of Incorporation,  amendments  thereto and Bylaws as
  submitted to me by the Company pursuant to my request for same;
  
  2. The Registration Statement herein referenced;
  
  3. The Board of Directors  Resolution,  dated August 20, 2003,  authorizing and
  approving  the  Company's   2003  Benefit  Plan  and  the   preparation  of  the
  Registration Statement;
  
  4. The Company's Section 10(a) Prospectus for the Registration Statement;
  
  5. The Company's  Amended Form 10-KSB/A for the fiscal year ended  December 31,
  2002 and the Company's Form 10-QSB for the quarterly period ended June 30, 2003;
  
  6.  Such other documents as I have deemed necessary for the purposes of this Opinion.
  
                                         13
  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 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 two million five hundred
  thousand (2,500,000) shares to be included in the Registration Statement are
  available for issuance based upon corporate documentation and on the number 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 provisions 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 2003 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 non-assessable, 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 were 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 are of federal or
      state origin, or any opinion as to the subsequent tradeability of any Shares
      issued pursuant to the Benefit Plan.
  
                                         14
  (F) I am admitted to practice law in the State of New York. 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 of 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 of 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 prior
  written consent.
  
  Sincerely,
  
  /s/ Gerald Einhorn
  Gerald Einhorn
  
                                         15
  EXHIBIT 23(a)
  
  -----------------------------------------------------------------------------
  PETERSON SULLIVAN PLLC
  601 UNION STREET    SUITE 2300    SEATTLE WA 98101 (206) 382-7777    FAX 382-7700
                                        CERTIFIED PUBLIC ACCOUNTANTS
  
                            INDEPENDENT AUDITORS' CONSENT
  
  We hereby consent to the incorporation by reference in the registration
  statement (No. 000-27407) on Form S-8 of Delta Capital Technologies, Inc. of our
  report dated May 16, 2003, relating to the balance sheet of Delta Capital
  Technologies, Inc. as of December 31, 2002, and the related statements of
  operations, shareholders' equity and cash flows for the years ended December 31,
  2002 and 2001, which report appears in the Annual Report on Form 10-KSB and Form
  10KSB/A for the year ended December 31, 2002, of Delta Capital Technologies,
  Inc.
  
  August 21, 2003
  Seattle, Washington
  
                                         16