10QSB 1 delta10qsbsep02.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002. [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______ . Commission file number: 000-27407 ---------- DELTA CAPITAL TECHNOLOGIES, INC. ---------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 98-0187705 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Suite 700-1006 Beach Avenue, Vancouver, B.C., Canada V6E 1T7 -------------------------------------------------------------- (Address of principal executive office) (Zip Code) 1-866-688-6300 (Issuer's telephone number) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes XX No -- ----- The number of outstanding shares of the issuer's common stock, $0.001 par value (the only class of voting stock), as of December 20, 2002 was 4,968,424 1 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS..............................................3 ITEM 2. PLAN OF OPERATION.................................................5 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.................................................7 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS..........................7 ITEM 5. OTHER INFORMATION.................................................8 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................8 SIGNATURES.................................................................9 CERTIFICATIONS. . . . . . . . . . . . . . . ....... . . . . . . . . . . . .9 INDEX TO EXHIBITS.........................................................10 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK] 2 ITEM 1. FINANCIAL STATEMENTS As used herein, the term "Company" refers to Delta Capital Technologies, Inc., a Delaware corporation and predecessors unless otherwise indicated. Unaudited, condensed interim financial statements including a balance sheet for the Company as of September 30, 2002, and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto as Pages F-1 through F- 7 and are incorporated herein by this reference. FORWARD-LOOKING STATEMENTS Statements in this report, to the extent they are not based on historical events, constitute forward looking statements. Forward-looking statements include, without limitation, statements regarding the outlook for future operations, forecasts of future costs expenditures, the evaluation of market conditions, the outcome of legal proceedings, the adequacy of reserves, or other business plans. We used herein, such statements may us words such as "may", "will", "expect", "believe", "plan" and similar terminology. These statements reflect managements current expectations regarding future events and operating performance and speak only as of the date hereof. Investors are cautioned that forward -looking statements are subject to an inherent risk that actual results may vary materially from those described herein. Factors that may result in such variance, in addition to those accompanying the forward -looking statements, include changes in international, national and local business and economic condition, competition, changes in interest rates, actions by competitors, actions by government authorities, uncertainties associated with legal proceedings, technological development, future decisions by management in response to changing conditions and misjudgements in the course of preparing forward-looking statements. The foregoing list of factors is not exhaustive. 3 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PAGE Balance Sheets..............................................................F-2 Statements of Operations....................................................F-3 Statements of Changes in Stockholders' Equity...............................F-4 Statements of Cash Flows....................................................F-5 Notes to Unaudited Financial Statements..................................F-6-F7 F-1 DELTA CAPITAL TECHNOLOGIES, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS September 30, 2002 AND DECEMBER 31, 2001

September December 31, 30, 2002 2001 (Unaudited) =================== ================== ASSETS Current assets Cash $ 23,972 $ 452 Accounts receivable 4,318 - Deposits 3,268 3,268 Loans receivable 7,087 - ------------------- ------------------ Total Current Assets 38,645 3,720 Fixed Assets, net of accumulated depreciation 24,402 - $ 63,047 $ 3,720 =================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 319,661 $ 290,183 Notes payable, due on demand 20,000 20,000 Advances 165,698 111,513 Advances from shareholders 1,000 20,774 Deposits 2,500 - Loan Payable 13,066 ------------------- ------------------ Total current liabilities 521,925 442,470 Minority interest - - Stockholder's Equity (Deficit) Common stock, $.001 par value, 25,000,000 shares authorized; 4,574,742 and 722,257 issued and outstanding at September 30, 2002 and December 31, 2001 respectively. 4,575 722 Additional paid-in capital 7,049,085 6,657,442 Deficit accumulated during the development stage (7,512,538) (7,096,914) (458,878) (438,750) $ 63,047 $ 3,720 =================== ================== The accompanying notes are an integral part of these financial statements F-2 DELTA CAPITAL TECHNOLOGIES, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS For the Three and Nine Months Ended September 30, 2002 and 2001 and the Period from March 4, 1998 (Date of Incorporation) to September 30, 2002 (Unaudited) Cumulative during the Three Months Ended Nine Months Ended September September September September Development 30 30 30 30 Stage 2002 2001 2002 2001 ---------------- ----------------------------- ------------------------------- Revenue $ 641,578 $ 26,466 11,958 $ 48,670 20,264 Expenses General and administrative (370,635) Ad Admini (2,219,119) (165,707) (282,537) _8)8)8 (653,100) Goodwill amortization (209,457) - (169,065) - (202,879) Investment amortization (902,777) - - - - License agreement amortization (12,199) - - - - Interest expense (50,514) - (7,024) - (10,710) Write off of Investment (4,666,391) - - - - Depreciation (1,432) - (1,432) - Goodwill impairment (92,227) - (92,227) - ---------------- ----------------------------- ------------------------------- Total expenses (8,154,116) (165,707) (458,626) (464,294) (866,689) ---------------- ----------------------------- ------------------------------- Loss before minority interest (7,512,538) ( 139,241) (446,668) (415,624) (846,425) Minority interest in subsidiary loss - - 5,488 - 5,488 et loss N $ (7,512,538) $ (139,241) $(441,180) $ (415,624) (840,937) ================ ============================= =============================== Basic and diluted loss per share $ (10.55) $ (0.03) (0.75) $ (0.14) (1.44) ================ ============================= =============================== The accompanying notes are an integral part of these financial statements

DELTA CAPITAL TECHNOLOGIES, INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY F-3

For the period from March 4, 1998 (Date of Incorporation) to September 30, 2002 Additional Paid- Accumulated Common Stock in Capital Deficit ------------------- ----------------- Shares Amount Total -------------- ----------- ------------- $ $ $ $ Balance, March 4, 1998 - - - - - Issuance of stock for services (Mar. 1998) 800,000 800 (593) - 207 Issuance of stock for cash (Jun. 1998) 8,000,000 8,000 52,000 - 60,000 Net loss for the period - - (39,281) (39,281) -------------------------------------------------- -------------- ----------- ----------- ----------------- ------------- Balance, December 31, 1998 8,800,000 8,800 51,407 (39,281) 20,926 Issuance of stock (Sept. 1999) 5,300,000 5,300 2,496,692 - 2,501,992 Cancellation of stock (Dec. 1999) (300,000) (300) (1,692) - (1,992) Net loss for the period - - - (652,472) (652,472) -------------------------------------------------- -------------- ----------- ----------- ----------------- ------------- Balance, December 31, 1999 13,800,000 13,800 2,546,407 (691,753) 1,868,454 Issuance of stock in exchange for Matridigm Corp. (Jan. 200500,000 500 999,500 - 1,000,000 Issuance of stock for cash (Feb. 2000) 26,000 26 51,974 - 52,000 Issuance of stock for cash (Mar. 2000) 200,000 200 341,800 - 342,000 Issuance of stock for cash (Mar. 2000) 62,500 62 124,938 - 125,000 Issuance of stock for cash (May 2000) 226,000 226 451,774 - 452,000 Issuance of stock for payment of debt (Jun. 2000) 136,754 137 410,125 - 410,262 Issuance of stock for cash (Jul. 2000) 500,000 500 499,500 - 500,000 Issuance of stock for services (Aug. 2000) 350,000 350 304,650 - 305,000 Issuance of stock for payment of debt (Nov. 2000) 6,925,250 6,925 339,337 - 346,262 Cancellation of stock (Dec. 2000) (5,000,000) (5,000) 5,000 - - Three-for-one stock split 35,453,008 35,453 (35,453) - - Net loss for the year - - - (5,725,368) (5,725,368) -------------------------------------------------- -------------- ----------- ----------- ----------------- ------------- Balance, December 31, 2000 53,179,512 53,179 6,039,552 (6,417,121) (324,390) Issuance of stock for services (Feb. 2001) 300,000 300 10,200 - 10,500 Issuance of stock for services (Mar. 2001) 600,000 600 20,400 - 21,000 Issuance of stock for payment of debt (Mar. 2001) 355,315 356 17,410 - 17,766 Cash from exercise of stock options (Mar. 2001) 600,000 600 900 - 1,500 Issuance of stock in exchange for Union Members Discount1,000,000 1,000 49,000 - 50,000 Network, LTD (May 2001) Issuance of stock for services (May 2001) 1,266,667 1,267 74,733 - 76,000 Issuance of stock for services (Jun. 2001) 3,133,333 3,133 126,867 - 130,000 Issuance of stock for payment of debt (Jun. 2001) 1,200,000 1,200 34,800 - 36,000 Issuance of stock for services (Jul. 2001) 200,000 200 5,600 - 5,800 Issuance of stock for services (Aug. 2001) 2,300,000 2,300 87,400 - 89,700 Issuance of stock for services (Sept. 2001) 4,365,845 4,366 84,376 - 88,742 Issuance of stock for services (Oct. 2001) 2,925,000 2,925 25,600 - 28,525 Issuance of stock for services (Nov. 2001) 1,800,000 1,800 8,100 - 9,900 Cancellation of stock (Nov. 2001) (1,000,000) (1,000) 1,000 - - One hundred-for-one stock reverse split (71,503,415) (71,504) 71,504 - - Net loss for the year - - - (679,793) (679,793) -------------------------------------------------- -------------- ----------- ----------- ----------------- ------------- Balance, December 31, 2001 722,257 722 6,657,442 (7,096,914) (438,750) Issuance of stock for payment of debt (Jan. 2002) 1,102,552 1,103 109,500 - 110,603 Issuance of stock for services ( Feb. 2002) 110,000 110 10,890 - 11,000 Issuance of stock for cash (Feb. 2002) 603,000 603 59,697 - 60,300 Issuance of stock for cash (Feb. 2002) 775,000 775 76,725 - 77,500 Issuance of stock for services (Mar. 2002) 300,000 300 29,700 - 30,000 Cancellation of stock (Mar. 2002) (9,000) (9) 9 - Issuance of stock for services (July. 2002) 692,307 692 68,538 69,230 Issuance of subsidiary stock for cash 9,000 9,000 Issuance of Stock for Cash (July - September 2002) 278,626 279 27,584 27,863 -------------------------------------------------- -------------- ----------- ----------- ----------------- ------------- Net loss for the period - - (415,624) (415,624) -------------------------------------------------- -------------- ----------- ----------- ----------------- ------------- Balance ,September 30,2002 (Unaudited) 4,574,742 $ 4,575 $ 7,049,085 (7,512,538) (45,878) ============== =========== =========== ================= ============= The accompanying notes are an integral part of these financial statements.

DELTA CAPITAL TECHNOLOGIES, INC. (A Development Stage Company) F-4 CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2002 and 2001 and the Period from March 4, 1998 (Date of Incorporation) to September 30, 2002 (Unaudited)

Cumulative during the Development September 30, September 30, Stage 2002 2001 ----------------------------------- ----------------- Cash Flows From Operating Activities Net income (loss) $ (7,512,538) $ (415,624) $ (840,937) Adjustments to reconcile net loss to net cash used in operating activities Write off investment and related costs 4,666,391 - Amortization and depreciation 1,125,941 1,432 202,879 Impairment of goodwill 92,227 92,227 (5,488) Issuance of common stock for services and expenses 979,370 110,230 446,242 Change in operating assets and liabilities net of effects fro purchase of subsidiary (Increase) decrease in accounts payable 153,743 (19,143) (13,124) Increase in accrued liabilities - - (Increase) decrease in prepaid expenses - - (30,810) (Increase) decrease in loans payable 978 978 (Increase) decrease in accounts receivable (1,102) (1,102) (Increase) decrease in deposits (3,268) - Net cash used in operating activities (498,257) (231,002) (241,238) Cash Flows From Investing Activities Purchase of subsidiary and investment in software development (2,256,551) Purchase of net cash through acquisitions 87,735 26,081 61,654 Purchase of marketing license (33,785) - - Purchase of office equipment & leasehold improvements (1,965) (93) - -------------- -------------- --------------- Net cash used in investing activities (2,204,566) 25,988 61,654 Cash Flows From Financing Activities Proceeds from issuance of subsidiary stock to minority interest 86,250 86,250 Proceeds from deposits 57,500 2,500 Proceeds from advances 962,132 51,371 111,384 Proceeds from issuance of common stock 1,620,163 174,663 - Net cash provided by financing activities 2,726,795 228,534 197,634 -------------- -------------- --------------- Net increase (decrease) in cash 23,972 23,520 18,050 Cash, beginning of period 0 452 49 -------------- -------------- --------------- Cash, end of period $ 23,972 $ 23,972 $ 18,099 -------------- -------------- --------------- No cash payments for interest or income taxes have been made.

F-5 The accompanying notes are an integral part of these,financial statements DELTA CAPITAL TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 2002 (Unaudited) Note 1. Basis of Presentation The interim period consolidated financial statements contained herein include the accounts of Delta Capital Technologies, Inc. and it's subsidiary (the "Company"). The interim period consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. The interim period consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company's latest annual report on Form 10-KSB for the fiscal year ended December 31, 2001. In the opinion of the Company, the unaudited consolidated financial statements contained herein contain all adjustments necessary to present a fair statement of the results of the interim periods presented. Note 2. Summary of Significant Accounting Policies Earnings Per Share Basic earnings per share is computed by dividing income (loss) for the period by the weighted average number of common shares outstanding during a period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares. The weighted average number of shares was 3,751,420 and 582,845 for the six months ended September 30, 2002 and September 30, 2001, respectively. The weighted average number of shares for the period cumulative for the development stage was 712,208. Note 3. Going Concern As shown in the financial statements, the Company incurred a net loss of $7,512,538 since inception, largely due to its write-off of assets related to its investment in its computer software. Further, the Company has net deficiency in capital of $458,878. These factors raise concerns about the Company's ability to continue as a going concern. Note 3. continued The Company will need additional working capital to be successful in any future business activities and to service its current debt for the coming year. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management is presently engaged F-6 in seeking additional working capital equity funding and plans to continue to invest in other businesses with funds obtained. The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year. Note 4. Formation of Subsidiary On February 14, 2002, the Company formed Homelands Security Inc. (Homelands), a Nevada corporation. 1,000,000 shares of Homelands common stock, with a par value of $0.001 were issued to the Company. Note 5. Acquisition of a Company Effective April 15, 2002 Homelands (note 4), purchased 100% of the outstanding shares of stock of Interglobe Investigation Services, Inc. (Interglobe), a British Columbia corporation, in exchange for 950,000 shares of Homelands common stock. The purchase was made because the company believes it can enhance Interglobe's ability to raise capital and improve operations. As a result of this transaction, the Company's ownership of Homelands was reduced to 51.3%. This acquisition has been accounted for under the purchase method. Due to this acquisition the Company recorded $92,227 of goodwill which is the amount that the liabilities exceeded the assets acquired. The goodwill has been expensed as the asset is considered impaired. From April 15, 2002 forward, the Company's consolidated statement of operations includes the revenue and expenses of Interglobe. Combining Interglobe's operating results for the nine months ended September 30, 2002 with those of the Company results in the following pro forma data. Revenue $ 62,161 Expenses 511,773 ------------------------ Pro Forma Net Loss $ (449,612) ======================== Pro Forma Loss per $ (0.15) Share ======================== This pro forma information may not be indicative of the actual results of the acquisition. The pro forma in formation is based on the historical financial statements of Delta and Interglobe and has been prepared to illustrate the effects of the combination of Delta and Interglobe as if the combination occurred January 1, 2002. The pro forma information is based on available information and certain assumptions that management believes are reasonable. It should be read in connection with the historical financial statements of Delta Capital Technologies and Interglobe. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. Plan of Operations As used herein the term "Company" refers to Delta Capital Technologies, Inc., a Delaware corporation, including subsidiaries and predecessors, unless the context indicates otherwise. During the quarter ended September 30, 2002, the Company's majority owned subsidiary, Homelands Security, Inc., (Homelands) completed the acquisition of 100% of Interglobe Investigation Services, Inc. ("InterGlobe"). The transaction closed on April 15, 2002. General The Company's plan of operations for the next 12 months is to operate the business of Interglobe, which provides private investigation and security consulting services for individuals and corporations. The Company's acquisition of InterGlobe is designed to provide the access to resources that will permit InterGlobe to become a pre-eminent, full service investigation and security consulting company in North America. The security consulting provided by InterGlobe involves reviewing existing security and security procedures, making recommendations for improvement, and rewriting security protocols and procedures. Recommendations and protocol changes may include: o Changes in employee screening and background checks. o Physical plant and layout changes. o Changes in procedures for access to computers, accounting and inventory. o Forensic analysis and added infrastructure to computers, auditing and accounting. o Additional computer surveillance. o Supervisory and accountability procedural changes. o The use of canines in strategic security situations. o The use of narcotics and bomb detection dogs as workplace safety measures. In many cases, InterGlobe may assist in counter-corporate espionage measures by doing regular electronic sweeps of corporate offices for general security or corporate espionage or for board meetings. Security consulting involves employees at the executive level. Since these employees often take work home with them (in paper form or on a laptop), home security weaknesses may translate into corporate security weaknesses. To prevent breaches of corporate security, InterGlobe also provides security consultation at executives' homes. Executive protection and movement is often required, should identified threats exist. Loss prevention involves both an assessment of a store's existing operations and layout, as well as ongoing monitoring of employees, shoppers and investigations into particular incidents of theft and fraud. First, InterGlobe can assess how stores should be physically configured to minimize shoplifting and internal theft, and review security layouts. It also analyzes how incoming and outgoing shipments are processed, and makes recommendations to tighten security. Second, InterGlobe can post operatives on the floors of shopping centres or retail stores of major companies to watch for shoplifters. Third, InterGlobe can place undercover operatives in employee situations. Fourth, InterGlobe can conduct "mystery shopper" campaigns to look for internal theft and/or employee adherence 6 to company policy. Lastly, InterGlobe can also perform internal corporate investigations to determine the person(s) responsible for internal theft or fraud. Mr. Moriarity, InterGlobe's president will continue to co-ordinate the overall provision of these services until such time as suitable area managers can be recruited. In anticipation of these additional staffing requirements and the associated expenses, management has prepared a capital requirement budget. InterGlobe intends to develop strategic corporate relationships over the next twelve months (i.e joint services relationship, partnership or acquisition) with security/investigation companies in Vancouver, Seattle, Los Angeles and San Francisco, which provide similar or overlapping services with those offered by InterGlobe. The anticipated relationships will be created with a view to enhancing the bundle of services currently offered by the various target companies by branding the awareness of services within the local communities. InterGlobe intends to conduct a marketing campaign to increase this awareness. Losses For the three month period from July 1, 2002 to September 30, 2002, the Company recorded an operating loss of $139,241. For the nine months ended September 30, 2002, the Company recorded an operating loss of $415,624. This lack of profitability is attributable to expenses associated with completing the acquisition of InterGlobe including web site design, legal documentation, accounting and administration. The Company generated limited revenues during this period. The Company expects to continue to operate at a loss through fiscal 2002. Capital Expenditures The Company had no capital expenditures for the nine month period ending September 30, 2002. Capital Resources and Liquidity The Company had current assets of $38,645 and total assets of $63,047 as of September 30, 2002. A net stockholders' deficit in the Company was ($458,878) at September 30, 2002. Cash flow used in operating activities was $231,002 for the nine months ending September 30, 2002. Cash was used during the first nine months on completing the acquisition of InterGlobe, accounting and administrative costs. The Company does not have sufficient capital to operate over the next fiscal year without a substantial infusion of operating capital. It will be necessary for the Company to either borrow funds to operate or generate operating funds through the sale of equity in the Company or its subsidiaries. There can be no assurance that the Company will be able to generate sufficient income from either borrowing, the sale of equity, or a combination thereof to allow it to operate its business during the coming year. Unless the Company is successful in raising additional operating capital, it will not have sufficient funds to operate during the balance of the fiscal year. The Company has no current plans to perform any product research and development during the coming year. The Company has no current plans to spend any significant amount in the coming year on plant or equipment. At the present time, it is not anticipated that the Company will have any significant increase in the number of employees working for the Company. Going Concern 7 In the auditor's Statement of Financial Operations for December 31, 2001, they have expressed an opinion as to the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is subject to the ability of the Company to obtain a profit and/or obtaining the necessary funding from outside sources. Management's plan to address the Company's ability to continue as a going concern, includes: (1) obtaining funding from the sale of the Company's securities; (2) increasing sales of their subsidiary Homelands and Interglobe, and (3) obtaining loans from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. PART II-OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS No material developments occurred during the quarter during the ended nine months ended September 30,2002, with respect to pending litigation. For more information on legal proceedings, see the Company's Form 10KSB for the year ended December 31, 2001. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On July 16,2002 the Company issued 134,850 shares of its common stock to Dylan Callum , a resident of Manitoba Canada, for cash. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. On August 13,2002 the Company issued 113,200 shares of its common stock to Julian Winfield, a resident of British Columbia Canada, for cash. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. On September 6,2002 the Company issued 30,580 shares of its common stock to one British Columbia company. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act of 1933, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the "issuer safe harbor"), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the "resale safe harbor"). An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S. The distribution compliance period for shares sold in reliance on Regulation S is one year. The Company has complied with the requirements of Regulation S by having no directed selling efforts made in the United States, by selling only to buyers who were outside the United States at the time the buy orders originated, ensuring that each person is a non-U.S. person with address in a foreign country and having each person make representation to the Company certifying that he or she is not a U.S. person and is not acquiring the Securities for the account or benefit of a U.S. person other than persons who purchased Securities in transactions exempt from the registration requirements of the Securities Act; and also agrees only to sell the Securities in accordance with the registration provisions of the Securities Act or an exemption therefrom, or in accordance with the provisions of the Regulation. 8 ITEM 5. OTHER INFORMATION Subsequent to the quarter ended September 30, 2002 the Company entered into a Fee Agreement with Marlon Shangi. Mr. Shangis' normal fee is Two Thousand Five Hundred Dollars ($2,500) per month. Services to be rendered by Mr Shangi under this Fee Agreement include but are not necessarily limited to the Development of a Technology Evaluation Framework (TEF) , Development of Strategic Marketing Evaluation Framework, Technology Evaluation and Strategic Marketing Evaluation On November 11, 2002, the Company issued 143,682 shares of its common stock to one creditor as settlement for debt in the amount of $14,368.20. The creditor was a British Columbia company. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. On November 11,2002 the Company issued 100,000 shares of its common stock to one individual for services. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. On November 22, Judith Miller resigned from her position as a Director and Corporate Secretary of the Company due to personal time constraints. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 9 of this Form 10-QSB, and are incorporated herein by this reference. (b) Reports on Form 8-K. The Company no reports on Form 8-K during the period covered by this report. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 23rd day of December, 2002. Delta Capital Technologies, Inc. /s/ Martin Tutschek Martin Tutschek, President and Director 9 CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Martin Tutschek, chief executive officer and chief financial officer of Delta Capital Technologies, Inc. certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Delta Capital Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: December 23, 2002 /s/ Martin Tutschek Martin Tutschek Chief Executive Officer and Chief Financial Officer 10

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of International Solubles, Inc. (the" Company") on Form 10- QSB for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the"Report"), I, Henry Sarmiento, sole Executive Officer of the Company, certify, pursuant to 18 U.S.C. S 1350, as adopted pursuant to S 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The financial information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. --------------------------------- /s/Martin Tutschek Sole Executive Officer December 23, 2002

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INDEX TO EXHIBITS EXHIBIT PAGE NO. NO. DESCRIPTION --- ----------- 3(i) * Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.) 3(ii) * Amended Articles of Incorporation dated April 23, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.) 3(iii) * By-Laws of Delta Capital dated April 23, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.) MATERIAL CONTRACTS 10(i) * Debt Settlement Agreement dated January 8, 2002 between Delta Capital Technologies, Inc. and Bayside Management Corp. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) 10(ii) * Debt Settlement Agreement dated January 9, 2002 between Delta Capital Technologies, Inc. and Churchill Resource Group, Inc. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) 10(iii) * Debt Settlement Agreement dated January 9, 2002 between Delta Capital Technologies, Inc. and BP Equity Management Corp. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) 10(iv) * Debt Settlement Agreement dated January 9, 2002 between Delta Capital Technologies, Inc. and Jeff Young. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) 10(v) * Debt Settlement Agreement dated January 10, 2002 between Delta Capital Technologies, Inc. and Bonanza Mgmt. Ltd. (Incorporated by reference from the 10- QSB filed with the SEC on June 6, 2002.) 10(vi) * Debt Settlement Agreement dated January 10, 2002 between Delta Capital Technologies, Inc. and Peter Kent Carasquero. (Incorporated by reference from the 10- QSB filed with the SEC on June 6, 2002.) 10(vii) * Debt Settlement Agreement dated January 10, 2002 between Delta Capital Technologies, Inc. and Hospitality Financial Services Ltd. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) 10(viii) * Fee Agreement dated January 2002 between Delta Capital Technologies, Inc. and Kent Carasquero. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) 10(ix) * Stock Purchase and Sale Agreement dated March 8, 2002 between Delta Capital Technologies, Inc. and Homelands Security Inc. (Incorporated by reference from the 10-QSB filed with the SEC on June 6, 2002.) * Incorporated by reference from previous filings as noted.

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