10QSB 1 delta10qsb.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 June 30, 2003. [ ] 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 440-375 Water Street , Vancouver, B.C., Canada V6B 5C6 ------------------------------------------------------------ (Address of principal executive office) (Zip Code) 604-312-0663 (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 August 11, 2003 was 9,047,617. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13 SIGNATURES 14 INDEX TO EXHIBITS 16 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK] ITEM 1. FINANCIAL STATEMENTS As used herein, the term "Company" refers to Delta Capital Technologies, Inc., a Delaware corporation its subsidiaries and predecessors if any unless otherwise indicated. Unaudited, condensed interim financial statements including a balance sheet for the Company as of June 30, 2003 and statements of operations, statements of changes and shareholders' equity 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. Such statements may use words such as "may", "will", "expect", "believe", "plan" and similar terminology. These statements reflect management's 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. F-3 INDEX TO FINANCIAL STATEMENTS PAGE Balance Sheet F-2 Statements of Operations F-3 Statement of Changes in Stockholders' Equity F-4 Statements of Cash Flows F-5 Notes to Unaudited Financial Statements F-6 4 DELTA CAPITAL TECHNOLOGIES, INC. BALANCE SHEET June 30, 2003 (Unaudited)

ASSETS Current asset Loan to affiliate $ 8,878 Other asset License agreement 50,000 ------ Total Assets $ 58,878 ===================== ======================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 399,114 Note Payable, related party,convertible 7,000 Note Payable, convertible 3,851 Note Payable 20,000 Loans Payable 28,387 Shareholder Loan 1,000 Deposits 2,500 ----- Total current liabilities 461, 852 Minority interest -- Stockholder's Equity (Deficit) Common stock, $.001 par value 8,962 Additional paid-in capital 7,198,599 Accumulated Deficit (7,610,535) ----------- (402,974) --------- $ 58,878 ========== The accompanying notes are an integral part of these financial statements F3 DELTA CAPITAL TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS For the Three and Six Months Ended June 30, 2003 and 2002 (Unaudited) six Months ended six Months ended Three Months Three Months ended ended June 30 June 30 June 30 June 30 2003 2002 2003 2002 ========= ================== ================= ================== ========= ================== ================= ================== Revenue Investigative Services $ $ 22,204 $ $ 22,204 ain From Partial Gistribution of Dubsidiary S 125,624 ------------------------------ ----------------- ------------------ ------------------------------ ----------------- ------------------ Total Revenue 125,624 22,204 22,204 Expenses General and Administrative 44,826 204,928 35,981 65,941 Depreciation 1,432 1,432 Goodwill Impairment 92,227 92,227 --------- ------------------ --------------------------------------- --------------------------------------- Total Expenses 44,826 298,587 35,981 159,600 -------------------------------------------------------------------------- ------------------------------------------------------------------ Net Income (Loss) $ 80,798$ (276,383) $ (35,981) $ (137,396) ========= ================== ================= ================== ========= ================== ================= ================== Basic and diluted income (loss) per share $ 0.01 $ (0.09) $ 0.00 $ (0.04) ========= ================== ================= ================== The accompanying notes are an integral part of these financial statements F6 DELTA CAPITAL TECHNOLOGIES, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the period from December 31, 2002 to June 30, 2003 (Unaudited) Common Stock Additional Accumulated Shares Amount Paid in Capital Deficit Total ======== ======== ============ ========== ======== $ $ $ $ Balance, December 31, 2002 5,463,714 5,464 7,135,064 (7,691,333) (550,805) Issuance of stock for services 300,000 300 2,700 3,000 (January 2003) Issuance of stock for cash 2,497,639 2,498 46,349 48,847 (March 2003) Issuance of stock for Cash 700,000 700 14,486 15,186 (April 2003) Net Income for the period 80,798 80,798 ======== ======== ============ ========== ======== Balance, June 30, 2003 (Unaudited) 8,961,353 $ 8,962 $ 7,198,599 $ (7,610,535) $ (402,974) The accompanying notes are an integral part of these financial statements. 7 DELTA CAPITAL TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2003 and 2002 (Unaudited) June 30, 2003 June 30, 2002 =========== =========== Cash Flows From Operating Activities Net income (loss) $ 80,798 $ (276,383) Gain on partial disposition of subsidiary net of cash (128,986) Depreciation 1,432 Impairment of goodwill 92,227 Issuance of common stock for services 3,000 Adjustments to reconcile net loss to net cash used in operating activities Change in operating assets and liabilities net of effects 41,000 from purchase of subsidiary Increase (Decrease) in accounts payable 16,831 (31,562) ---------------------------------------------- Net cash from operating activities (28,357) (173,286) =========== =========== Cash Flows From Investing Activities Purchase of License Purchase of subsidiary (50,000) 26,081 Purchase of office equipment and leasehold improvements 654 Net cash from Investing Activities ================== =================== ================== =================== 26,735 (50,000) Cash Flows From Financing Activities Advances to affiliate (783) Proceeds from deposits 2,500 Proceeds from notes payable 10,851 Proceeds from advances 621 26,231 Proceeds from issuance of common stock 64,033 137,800 =========== =========== Net cash from financing activities 74,722 166,531 =========== =========== Net increase (decrease) in cash (3,635) 19,980 Cash, beginning of period 3,635 452 ----- --- Cash, end of period $ (0) $ 20,432 =========== =========== No cash payments for interest or income taxes have been made. The accompanying notes are an integral part of these financial statements. F6 DELTA CAPITAL TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) Note 1. Basis of Presentation The interim period financial statements as of and for the three and six months ended June 30,2003, contained herein include the accounts of Delta Capital Technologies, Inc. (the "Company"). The interim period financial statements for the three and six months ended June 30, 2003, include the accounts of the Company and its' majority owned subsidiaries. The interim period 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 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, 2002. In the opinion of the Company, the unaudited 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 8,884,430 and 3,603,809 for the three months ended June 30, 2003 and 2002, respectively, and 7,508,038 and 2,944,774 for the six months ended June 30,2003 and 2002, respectively. Note 3. Going Concern As shown in the financial statements, the Company has had substantial net losses for several years. Further, the Company has net deficiency in capital of $402,974 at June 30, 2003. These factors raise concerns about the Company's ability to continue as a going concern. 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 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. 9 Note 4. Acquisition of Subsidiary On January 1, 2003 Homelands acquired all the existing and outstanding shares of Dolphin Investigations Ltd. ("Dolphin") in exchange for three hundred thousand shares (300,000) of Homelands Securities, Inc. ("Homelands"). The acquisition of Dolphin reduced the Company's interest in Homelands to 44.26% and as a result the Company is now a minority interest holder in Homelands. Note 5. Investment in Significant Unconsolidated Subsidiary and Gain on Partial Disposition of Subsidiary As a result of Homelands' issuance of shares to affect the acquisition of Dolphin, the Company's ownership of Homelands was reduced from 51.3% to 44.26%. The Company no longer exercises control over Homelands but does retain an element of significant influence. As such, the Company no longer consolidates Homelands; rather, its investment in Homelands is accounted for using the equity method. The Company recognized a gain to the extent that the liabilities of Homelands 1 1 exceeded its assets at the effective date of the change in method of accounting for its investment. The investment in Homelands under the equity method was restored to a zero balance as of the date of the transaction since the Company has no obligation to fund future losses. Summarized unaudited consolidated financial information for Homelands as of and for the six months ended June 30,2003, is as follows: ------------------------------------------------------------------------------- Financial Position: ------------------------------------------------------------------------------- Total assets $ 66,168 Total liabilities (202,049) ---------------- ---------------- Stockholders' equity(deficit) $ (135,881) ================ Results of operations: Revenues $ 85,990 Expenses (98,138) ---------------- ---------------- Net loss $ (12,148) ================ 10 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion 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 June 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. This subsidiary was consolidated until its partial disposition effective January 1, 2003. January 1, 2003 Homelands acquired all the existing and outstanding shares of Dolphin Investigations Ltd. ("Dolphin") in exchange for three hundred thousand shares (300,000) of Homelands. The acquisition of Dolphin reduced the Company's interest in Homelands to that of a minority interest holder. In June 2003, the Company completed the purchase for $50,000 of a license to promote, sell and deploy the Triton product line of non-depository, indoor cash dispensers. The Company is currently a holding company with a minority interest in Homelands. The Company's intention is to act as a diversified holding company that will own both majority and minority interests in various business operations that will be acquired primarily with the Company's common stock. General During the next 12 months, the Company intends to continue its attempts to increase its holdings through an acquisition or merger while continuing to assist Homelands Security, Inc. develop strategic corporate relationships (i.e. joint services relationship, partnership or acquisition). Additionally, the Company will begin developing a marketing plan to promote, sell and deploy the Triton product line of non-depository, indoor cash dispensers. Income(loss) During the three and six month period ending June 30, 2003 the Company had a net loss of $(35,981) and net income of $80,798, respectively. The net income is attributable to the gain on partial disposition of the subsidiary (See Note 5 to the Financial Statements) Capital Expenditures The Company had no capital expenditures for the three-month period ending June 30, 2003. Capital Resources and Liquidity The Company had current assets of $8,878 and total assets of $58,878 as of June 30, 2003. A net stockholders' deficit in the Company was ($402,974) at June 30, 2003. Cash flow from operating activities was $(28,357) for the six months ending June 30, 2003. Cash was used during the first six months for accounting and administrative costs. 11 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 1 1 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 In the Auditor's report on the Company's financial statements as of December 31, 2002, they indicated there was substantial doubt about the Company's ability to continue as a going concern. The Company incurred a net loss of $594,419 in 2002, had a net deficiency in capital of $550,805 as of December 31, 2002, and has virtually no working capital. These factors raise concerns about the Company's ability to continue as a going concern. 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) begin to market and sell the Triton product line of non-depository, indoor cash dispensers, 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 ended June 30, 2003, with respect to pending litigation. For more information on legal proceedings, see the Company's Form 10KSB/A for the year ended December 31, 2002. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On April 11, 2003 the Company issued 125,000 shares of its common stock to Bayant Dhindsa, a resident of Abbotsford, British Columbia, Canada for USD $2,500 at $0.02 per share. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. On April 11, 2003 the Company issued 175,000 shares of its common stock to Harp Hoonjan, a resident of Vancouver, Canada, for USD $3,500cash at $0.02 per share. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. 12 On April 11, 2003 the Company issued 200,000 shares of its common stock to Karmjit Berar, a resident of Richmond, British Columbia, Canada, for USD $4,000 at $0.02 per share. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. On April 11, 2003 the Company issued 200,000 shares of its common stock to Nirwal Grewal a resident of Edmonton, Alberta, Canada, for USD $ 4,000 at $0.02 per share. The Company issued the shares in reliance upon Regulation S of the Securities Act of 1933. 1 1 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. ITEM 5. OTHER INFORMATION On July 15, 2003, subsequent to the period covered in this report, the Company issued a total of 86,264 shares under an S-8 registration of the Company's Benefit Plan filed on July 29, 2002 to Kent Carasquero for services rendered under contract in connection with the provision of administrative services. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 16 of this Form 10-QSB, and are incorporated herein by this reference. (b) Reports on Form 8-K. The Company had no reports on Form 8-K during the period covered by this report. ------------------- 13 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 11th day of August, 2003. Delta Capital Technologies, Inc. /s/ "Martin Tutschek" President and Director 14 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, president 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 period 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 my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my 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: August 11th, 2003 /s/ "Martin Tutschek" President and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT 3(i)(a) * Articles of Incorporation dated June4, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.) 3(i)(b) * Amended Articles of Incorporation dated April 23, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.) 3(i)(c) * Amended Articles of Incorporation dated January 4, 2002(Incorporated by reference from Form 10SB filed with the SEC on May 23, 2003.) 3(ii) * By-Laws of Delta Capital dated April 23, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.)Amended Articles of Incorporation dated January 4, 2002(Incorporated by reference from Form 10SB filed with the SEC on May 23, 2003.) 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 June8, 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.) 16 EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT 10(x) * Debt Settlement Agreement dated November 11, 2002 between Delta Capital Technologies, Inc. and Jam Corporate Consultants (Incorporated by reference from the 10-QSB filed with the SEC on December 23, 2002.) 10(xii) * License Agreement between Delta Capital Technologies, Inc. and Net Cash Services. Inc. (Incorporated by reference from Form 10SB filed with the SEC on May 23, 2003.) 99.1 18 Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002. * Incorporated by reference from previous filings. 17 EXHIBIT 99.1 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 Delta Capital Technologies, Inc. the" Company") on Form 10- QSB for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the"Report"), I, Martin Tutschek, President and Chief Financial 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 results of operations of the Company. --------------------------------- /s/Martin Tutschek President and Chief Financial Officer August 11th,2003 18 INDEX TO EXHIBITS EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT 3(i) * Articles of Incorporation dated June4, 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.) 3(iv) * Amended Articles of Incorporation dated January 4, 2002.(Incorporated by reference from Form 10SB filed with the SEC on May 23, 2003.) 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 June8, 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.) EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT 10(x) * Debt Settlement Agreement dated November 11, 2002 between Delta Capital Technologies, Inc. and Jam Corporate Consultants (Incorporated by reference from the 10-QSB filed with the SEC on December 23, 2002.) 10(xii) * License Agreement between Delta Capital Technologies, Inc. and Net Cash Services. Inc. (Incorporated by reference from Form 10SB filed with the SEC on May 23, 2003.) * Incorporated by reference from previous filings.