Spine Pain Management, Inc – ‘10KSB’ for 12/31/02

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Annual Report — Small Business   —   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       44±   289K 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-KSB

(Mark One)                                                                      
  [X]   Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2002                             

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from__ to __.           

 Commission file number: 000-27407
 ---------

Delta Capital Technologies, Inc.
(Name of Small Business Issuer in Its Charter)

elaware                                     98-0187705  
(State or Other Jurisdiction        (I.R.S. Employer Identification No.)      
of Incorporation or Organization)                                               

 Suite 440-375 Water Street, Vancouver, B.C., Canada V6B 5C6
 -----------------------------------------------------------
 (Address of Principal Executive Offices) (Zip Code)

(604) 312-0663
(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:                  
Title of Each Class               Name of each Exchange on Which Registered     
-------------------               -----------------------------------------     
Common Stock  ($0.001 Par Value)  None                                          

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    T                  No

Check if there is no disclosure of delinquent filers in response to Item 405 of 
Regulation S-B not contained in this form, and if no disclosure will be         
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ].                                       

The issuer's total consolidated revenues for the year ended December 31, 2002,  
were $74,345                                                                    

The aggregate market value of the registrant's common stock, $0.001 par value   
(the only class of voting stock), held by non-affiliates was approximately      
$223,840 based on the average closing bid and asked prices for the common stock 
on May 21, 2001.                                                                

At May 21, 2003, the number of shares outstanding of the registrant's common    
stock, $0.001 par value (the only class of voting stock), was 7,961,353         

                                                        [Enlarge/Download Table]

                                                                                                                                    

                                TABLE OF CONTENTS                                                                                   

                                     PART I                                                                                         
Item 1.           Description of Business............................................................... 1                          

Item 2.           Description of Property ...............................................................7                          

Item 3.           Legal Proceedings......................................................................7                          

Item 4.           Submission of Matters to a Vote of Security-Holders................................... 7                          

                                     PART II                                                                                        

Item 5.           Market for Common Equity and Related Stockholder Matters .........................     7                          

Item 6.           Management's Discussion and Analysis or Plan of Operation ..........................   9                          

Item 7.           Financial Statements .................................................................10                          

Item 8.           Changes in and Disagreements With Accountants on Accounting and Financial                                         
                  Disclosure ...........................................................................11                          

                                    PART III                                                                                        
Item 9.           Directors and Executive Officers......................................................11                          

Item 10.          Executive Compensation................................................................12                          

Item 11.          Security Ownership of Certain Beneficial Owners and Management ..............         12                          

Item 12.          Certain Relationships and Related Transactions........................................13                          

Item 13.          Exhibits, List and Reports on Form 8-K................................................13                          

Item 14.          Controls and Procedures...............................................................18                          

Signatures..............................................................................................19                          

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                                     PART I                                                                                         

ITEM 1.  DESCRIPTION OF BUSINESS                                                                                                    

General                                                                                                                             

As used herein the term "Company" refers to Delta Capital Technologies, Inc., a                                                     
Delaware corporation and its subsidiaries and predecessors, unless the context                                                      
indicates otherwise. The Company was incorporated under the laws of the State of                                                    
Delaware on March 4, 1998.                                                                                                          

On June 1, 1999, the Company acquired the rights to an exclusive worldwide                                                          
license to the relBuildeR(TM) Enterprise Suite of business intelligent                                                              
e-Commerce and e-Business software (the "Software") from 827109 Alberta Ltd.                                                        
("AltaCo"), an Alberta, Canada based private company. The rights were acquired                                                      
pursuant to a License Agreement dated June 1, 1999 between the Company and                                                          
AltaCo, as amended by a Letter Agreement dated September 2, 1999 (the "License                                                      
Agreement"). The Software application included modules for e-Commerce, e-Project                                                    
Management, e-Customer Services, e-Document Assembly, e-Contact Management,                                                         
e-Business Intelligence and e-Back office and a core technology which models                                                        
business rules and relationships. On April 19, 2000 the Company acquired The                                                        
Matridigm Corporation, an Alberta, Canada-based strategic marketing and                                                             
communications company with special high-tech expertise. Management believed                                                        
that the acquisition of The Matridigm Corporation and its marketing expertise                                                       
were critical to the Company's attempts to successfully penetrate both United                                                       
States and international markets. On October 27, 2000, due to problems that                                                         
arose from implementing the Company's planned operations, the decision was made                                                     
to discontinue the development and licensing of the relBUILDER (TM) software                                                        
that had been licensed to Delta Enterprise Technologies (Canada) Ltd. of                                                            
Calgary, Alberta ("Delta E"). Further, to the discontinuation, the Company                                                          
agreed with Delta E to cancel their five million (5,000,000) shares (15,000,000                                                     
post 3:1 forward split) share exchange.                                                                                             

 On February 26, 2001, the Company entered into a Stock Exchange  Agreement with                                                    
the shareholders of Au-Online.  Com.,  Inc., an online retailer of jewelry.  The                                                    
terms of the  agreement  were never  consummated  and the  parties  subsequently                                                    
agreed to a mutual termination of obligations.                                                                                      

On May 4, 2001, the Company entered into a Stock Purchase and Sale Agreement                                                        
with the shareholders of UMDN, Inc., a Delaware corporation ("UMDN") whereby the                                                    
Company acquired all of the issued and outstanding common shares of UMDN or                                                         
3,500,000 shares and the right to exercise 200,000 options to purchase                                                              
additional common shares, in exchange for 1,000,000 shares of the Company's                                                         
common stock. The shareholders of UMDN retained 1,050,000 shares of preferred                                                       
class A shares each of which was convertible into ten (10) shares of common                                                         
stock upon the occurrence of certain events. UMDN is a marketing company that                                                       
enrolls members of large affinity groups, unions and/or associations within a                                                       
networking service in order to leverage their buying power to elicit proprietary                                                    
discounts from both local and national businesses. The network is created                                                           
through local discount networks, national providers and strategic partners. The                                                     
local network is where members of affinity groups, unions, and/or associations                                                      
receive substantial savings on products or services in a branded environment, on                                                    
a contractual basis, such as for cellular service or insurance. UDMN's primary                                                      
revenue was from the business sector through charging flats fees for membership.                                                    
UMDN hoped to generate secondary revenue from permitting strategic partners                                                         
access to its captive consumer groups on an exclusive basis. UMDN's strategic                                                       
partners paid UMDN a percentage of all revenue derived from accessing its                                                           
network. The Company intended to do business by providing networking services                                                       
for small to medium sized businesses through UMDN.                                                                                  

On November 1, 2001, the Company terminated its relationship with UMDN. The                                                         
Company and UMDN executed an agreement that allowed both companies to                                                               
independently develop and complete their respective corporate objectives. As                                                        
part of that agreement, the Company and UMDN unwound the Stock Purchase and Sale                                                    
Agreement.                                                                                                                          

On March 12, 2002, the Company's wholly - owned subsidiary, Homelands Security,                                                     
Inc. ("Homelands") acquired all the issued and outstanding shares of InterGlobe                                                     
Investigation Services, Ltd ("Interglobe") from the owners in exchange for nine                                                     
hundred and fifty thousand (950,000) shares of Homelands.                                                                           

InterGlobe, a British Columbia company, was incorporated in 1995 as a Vancouver                                                     
based investigation and security consulting company licensed by the Attorney                                                        
General in the province of British Columbia. InterGlobe provides investigation                                                      
services to corporations and individuals that include security consulting, loss                                                     
prevention, forensic computing, VIP and executive safety, criminal harassment                                                       
(stalking crimes) protection, investigating international crime, due diligence,                                                     
homicides, abductions, missing persons, canine bomb detection, narcotics,                                                           
security and other protection services. InterGlobe owns its own investigative                                                       
equipment and can transport its services overnight to remote locations.                                                             
InterGlobe has a strong customer service organization that focus' on client                                                         
results and has earned a reputation through client satisfaction and media                                                           
profiling.                                                                                                                          

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) shares of Homelands. The acquisition of Dolphin reduced the                                                        
Company's interest in Homelands to that of a minority interest holder.                                                              

Current Operations                                                                                                                  

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.                                                         

Selection of a Business                                                                                                             

The Company anticipates that businesses for possible acquisition will be                                                            
referred by various sources, including its officers and directors, professional                                                     
advisors, securities broker-dealers, venture capitalists, members of the                                                            
financial community, and others who may present unsolicited proposals. The                                                          
Company will not engage in any general solicitation or advertising for a                                                            
business opportunity, and will rely on personal contacts of its officers and                                                        
directors and their affiliates, as well as indirect associations between them                                                       
and other business and professional people. By relying on "word of mouth", the                                                      
Company may be limited in the number of potential acquisitions it can identify.                                                     
While it is not presently anticipated that the Company will engage unaffiliated                                                     
professional firms specializing in business acquisitions or reorganizations,                                                        
such firms may be retained if management deems it in the best interest of the                                                       
Company.                                                                                                                            

Compensation to a finder or business acquisition firm may take various forms,                                                       
including one-time cash payments, payments based on a percentage of revenues or                                                     
product sales volume, payments involving issuance of securities (including those                                                    
of the Company), or any combination of these or other compensation arrangements.                                                    
Consequently, the Company is currently unable to predict the cost of utilizing                                                      
such services.                                                                                                                      

The Company will not restrict its search to any particular business, industry,                                                      
or geographical location, and management reserves the right to evaluate and                                                         
enter into any type of business in any location. The Company may participate in                                                     
a newly organized business venture or a more established company entering a new                                                     
phase of growth or in need of additional capital to overcome existing financial                                                     
problems. Participation in a new business venture entails greater risks since in                                                    
many instances the management of such a venture will not have proved its                                                            
ability, the eventual market of such venture's product or services will likely                                                      
not be established, and the profitability of the venture will be unproved and                                                       
cannot be predicted accurately. If the Company participates in a more                                                               
established firm with existing financial problems, it may be subjected to risk                                                      
because the financial resources of the Company may not be adequate to eliminate                                                     
or reverse the circumstances leading to such financial problems.                                                                    

In seeking a business venture, the decision of management will not be controlled                                                    
by an attempt to take advantage of any anticipated or perceived appeal of a                                                         
specific industry, management group, product, or industry, but will be based on                                                     
the business objective of seeking long-term capital appreciation in the real                                                        
value of the Company.                                                                                                               

The analysis of new businesses will be undertaken by or under the supervision of                                                    
the officers and directors. In analyzing prospective businesses, management will                                                    
consider, to the extent applicable, the available technical, financial, and                                                         
managerial resources; working capital and other prospects for the future; the                                                       
nature of present and expected competition; the quality and experience of                                                           
management services which may be available and the depth of that management; the                                                    
potential for further research, development, or exploration; the potential for                                                      
growth and expansion; the potential for profit; the perceived public recognition                                                    
or acceptance of products, services, or trade or service marks; name                                                                
identification; and other relevant factors. It is anticipated that the results                                                      
of operations of a specific firm may not necessarily be indicative of the                                                           
potential for the future because of the requirement to substantially shift                                                          
marketing approaches, expand significantly, change product emphasis, change or                                                      
substantially augment management, and other factors.                                                                                

The Company will analyze all available factors and make a determination based on                                                    
a composite of available facts, without reliance on any single factor. The                                                          
period within which the Company may participate in a business cannot be                                                             
predicted and will depend on circumstances beyond the Company's control,                                                            
including the availability of businesses, the time required for the Company to                                                      
complete its investigation and analysis of prospective businesses, the time                                                         
required to prepare appropriate documents and agreements providing for the                                                          
Company's participation, and other circumstances.                                                                                   

Acquisition of a Business                                                                                                           

In implementing a structure for a particular business acquisition, the Company                                                      
may become a party to a merger, consolidation, or other reorganization with                                                         
another corporation or entity; joint venture; license; purchase and sale of                                                         
assets; or purchase and sale of stock, the exact nature of which cannot now be                                                      
predicted. Notwithstanding the above, the Company does not intend to participate                                                    
in a business through the purchase of minority stock positions. On the                                                              
consummation of a transaction, it is likely that the present management and                                                         
shareholders of the Company will not be in control of the Company. In addition,                                                     
a majority or all of the Company's directors may, as part of the terms of the                                                       
acquisition transaction, resign and be replaced by new directors without a vote                                                     
of the Company's shareholders.                                                                                                      

In connection with the Company's acquisition of a business, the present                                                             
shareholders of the Company, including officers and directors, may, as a                                                            
negotiated element of the acquisition, sell a portion or all of the Company's                                                       
common stock held by them at a significant premium over their original                                                              
investment in the Company. As a result of such sales, affiliates of the entity                                                      
participating in the business reorganization with the Company would acquire a                                                       
higher percentage of equity ownership in the Company. Although the Company's                                                        
present shareholders did not acquire their shares of common stock with a view                                                       
towards any subsequent sale in connection with a business reorganization, it is                                                     
not unusual for affiliates of the entity participating in the reorganization to                                                     
negotiate to purchase shares held by the present shareholders in order to reduce                                                    
the amount of shares held by persons no longer affiliated with the Company and                                                      
thereby reduce the potential adverse impact on the public market in the                                                             
Company's common stock that could result from substantial sales of such shares                                                      
after the business reorganization. Public investors will not receive any portion                                                    
of the premium that may be paid in the foregoing circumstances. Furthermore, the                                                    
Company's shareholders may not be afforded an opportunity to approve or consent                                                     
to any particular stock buy-out transaction.                                                                                        

In the event sales of shares by present shareholders of the Company, including                                                      
officers and directors, is a negotiated element of a future acquisition, a                                                          
conflict of interest may arise because directors will be negotiating for the                                                        
acquisition on behalf of the Company and for sale of their shares for their own                                                     
respective accounts. Where a business opportunity is well suited for acquisition                                                    
by the Company, but affiliates of the business opportunity impose a condition                                                       
that management sell their shares at a price which is unacceptable to them,                                                         
management may not sacrifice their financial interest for the Company to                                                            
complete the transaction. Where the business opportunity is not well suited, but                                                    
the price offered management for their shares is attractive, management will be                                                     
tempted to effect the acquisition to realize a substantial gain on their shares                                                     
in the Company. Management has not adopted any policy for resolving the                                                             
foregoing potential conflicts, should they arise, and does not intend to obtain                                                     
an independent appraisal to determine whether any price that may be offered for                                                     
their shares is fair. Stockholders must rely, instead, on the obligation of                                                         
management to fulfill its fiduciary duty under state law to act in the best                                                         
interests of the Company and its stockholders.                                                                                      

It is anticipated that any securities issued in any such reorganization would be                                                    
issued in reliance on exemptions from registration under applicable federal and                                                     
state securities laws. In some circumstances, however, as a negotiated element                                                      
of the transaction, the Company may agree to register such securities either at                                                     
the time the transaction is consummated, under certain conditions, or at                                                            
specified times thereafter. Although the terms of such registration rights and                                                      
the number of securities, if any, which may be registered cannot be predicted,                                                      
it may be expected that registration of securities by the Company in these                                                          
circumstances would entail substantial expense to the Company. The issuance of                                                      
substantial additional securities and their potential sale into any trading                                                         
market which may develop in the Company's securities may have a depressive                                                          
effect on such market.                                                                                                              

While the actual terms of a transaction to which the Company may be a party                                                         
cannot be predicted, it may be expected that the parties to the business                                                            
transaction will find it desirable to structure the acquisition as a so-called                                                      
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of                                                       
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of                                                      
the Code, it would be necessary for the owners of the acquired business to own                                                      
80% or more of the voting stock of the surviving entity. In such event, the                                                         
shareholders of the Company would retain less than 20% of the issued and                                                            
outstanding shares of the surviving entity. Section 368(a)(1) of the Code                                                           
provides for tax- free treatment of certain business reorganizations between                                                        
corporate entities where one corporation is merged with or acquires the                                                             
securities or assets of another corporation. Generally, the Company will be the                                                     
acquiring corporation in such a business reorganization, and the tax-free status                                                    
of the transaction will not depend on the issuance of any specific amount of the                                                    
Company's voting securities. It is not uncommon, however, that as a negotiated                                                      
element of a transaction completed in reliance on section 368, the acquiring                                                        
corporation issue securities in such an amount that the shareholders of the                                                         
acquired corporation will hold 50% or more of the voting stock of the surviving                                                     
entity. Consequently, there is a substantial possibility that the shareholders                                                      
of the Company immediately prior to the transaction would retain less than 50%                                                      
of the issued and outstanding shares of the surviving entity. Therefore,                                                            
regardless of the form of the business acquisition, it may be anticipated that                                                      
stockholders, immediately prior to the transaction, will experience a                                                               
significant reduction in their percentage of ownership in the Company.                                                              
Notwithstanding the fact that the Company is technically the acquiring entity in                                                    
the foregoing circumstances, generally accepted accounting principles will                                                          
ordinarily require that such transaction be accounted for as if the Company had                                                     
been acquired by the other entity owning the business and, therefore, will not                                                      
permit a write-up in the carrying value of the assets of the other company.                                                         

The manner in which the Company participates in a business will depend on the                                                       
nature of the business, the respective needs and desires of the Company and                                                         
other parties, the management of the business, and the relative negotiating                                                         
strength of the Company and such other management.                                                                                  

The Company will participate in a business only after the negotiation and                                                           
execution of appropriate written agreements. Although the terms of such                                                             
agreements cannot be predicted, generally such agreements will require specific                                                     
representations and warranties by all of the parties thereto, will specify                                                          
certain events of default, will detail the terms of closing and the conditions                                                      
which must be satisfied by each of the parties prior to such closing, will                                                          
outline the manner of bearing costs if the transaction is not closed, will set                                                      
forth remedies on default, and will include miscellaneous other terms.                                                              

Operation of Business After Acquisition                                                                                             

The Company's operation following its acquisition of a business will be                                                             
dependent on the nature of the business and the interest acquired. The Company                                                      
is unable to predict whether the Company will be in control of the business or                                                      
whether present management will be in control of the Company following the                                                          
acquisition. It may be expected that the business will present various risks,                                                       
which cannot be predicted at the present time.                                                                                      

Governmental Regulation                                                                                                             

It is impossible to predict the government regulation, if any, to which the                                                         
Company may be subject to until it has acquired an interest in a business. The                                                      
use of assets and/or conduct of businesses which the Company may acquire could                                                      
subject it to environmental, public health and safety, land use, trade, or other                                                    
governmental regulations and state or local taxation. In selecting a business in                                                    
which to acquire an interest, management will endeavor to ascertain, to the                                                         
extent of the limited resources of the Company, the effects of such government                                                      
regulation on the prospective business of the Company. In certain circumstances,                                                    
however, such as the acquisition of an interest in a new or start-up business                                                       
activity, it may not be possible to predict with any degree of accuracy the                                                         
impact of government regulation. The inability to ascertain the effect of                                                           
government regulation on a prospective business activity will make the                                                              
acquisition of an interest in such business a higher risk.                                                                          

Competition                                                                                                                         

The Company will be involved in intense competition with other business                                                             
entities, many of which will have a competitive edge over the Company by virtue                                                     
of their stronger financial resources and prior experience in business.                                                             

Employees                                                                                                                           

The Company is currently a holding company with no employees. Executive                                                             
officers, who are not compensated for time contributed to the Company, devote                                                       
only such time to the affairs of the Company as they deem appropriate, which is                                                     
estimated to be approximately 20 hours per month per person. Management of the                                                      
Company expects to use consultants, attorneys, and accountants as necessary, and                                                    
does not anticipate a need to engage any full-time employees.                                                                       

Reports to Security Holders                                                                                                         

The Company's annual report will contain audited financial statements. The                                                          
Company is not required to deliver an annual report to security holders and will                                                    
not voluntarily deliver a copy of the annual report to the security holders. The                                                    
Company files all of its required information with the Securities and Exchange                                                      
Commission ("SEC").                                                                                                                 

The public may read and copy any materials that are filed by the Company with                                                       
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,                                                               
Washington, D.C. 20549. The public may obtain information on the operation of                                                       
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The statements                                                      
and forms filed by the Company with the SEC have also been filed electronically                                                     
and are available for viewing or copy on the SEC maintained Internet site that                                                      
contains reports, proxy and information statements, and other information                                                           
regarding issuers that file electronically with the SEC. The Internet address                                                       
for this site can be found at http://www.sec.gov.                                                                                   

Board of Directors Committees                                                                                                       

The board of directors has not yet established an audit committee or a                                                              
compensation committee. An audit committee typically reviews, acts on and                                                           
reports to the board of directors with respect to various auditing and                                                              
accounting matters, including the recommendations and performance of independent                                                    
auditors, the scope of the annual audits, fees to be paid to the independent                                                        
auditors, and internal accounting and financial control policies and procedures.                                                    
Certain stock exchanges currently require companies to adopt formal written                                                         
charter that establishes an audit committee that specifies the scope of an audit                                                    
committee's responsibilities and the means by which it carries out those                                                            
responsibilities. In order to be listed on any of these exchanges, we will be                                                       
required to establish an audit committee.                                                                                           

The board of directors has not yet established a compensation committee.                                                            
Directors currently are not reimbursed for out-of-pocket costs incurred in                                                          
attending meetings and no director receives any compensation for services                                                           
rendered as a director. It is likely that we will adopt a provision for                                                             
compensating directors in the future.                                                                                               

ITEM 2.         DESCRIPTION OF PROPERTY                                                                                             

The Company currently maintains its offices at Suite 440-375 Water Street,                                                          
Vancouver, B.C., Canada V6B 5C6.The office space is owned by Mr. Tutschek, one                                                      
of our officers and directors. The Company pays no rent for the use of this                                                         
address. The Company does not believe that it will need to maintain an office at                                                    
any time in the foreseeable future in order to carry out the plan of operation                                                      
described herein.                                                                                                                   

ITEM 3.  LEGAL PROCEEDINGS                                                                                                          

No material developments occurred during the quarter ended December 31, 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                        

No matters were submitted to a vote of security holders during the fourth                                                           
quarter of the period covered by this report.                                                                                       

                                     PART II                                                                                        

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                          

The Company's common stock is quoted on the Electronic Bulletin Board under the                                                     
symbol, "DCTN." Trading in the common stock in the over-the-counter market has                                                      
been limited and sporadic and the quotations set forth below are not necessarily                                                    
indicative of actual market conditions. Further, these prices reflect                                                               
inter-dealer prices without retail mark-up, mark-down, or commission, and may                                                       
not necessarily reflect actual transactions. The high and low bid prices for the                                                    
common stock for each quarter of the fiscal years ended December 31, 2001 and                                                       
2002 and the first quarter of 2003 are as follows:                                                                                  

                    ------------------ --------------- ------------------                                                           
                    Quarter ended      High            Low                                                                          
                    ------------------ --------------- ------------------                                                           
                    ------------------ --------------- ------------------                                                           
                    3/31/01*           $0.125          $0.0156                                                                      
                    ------------------ --------------- ------------------                                                           
                    6/30/01            $0.05           $0.01                                                                        
                    ------------------ --------------- ------------------                                                           
                    9/30/01            $0.05           $0.01                                                                        
                    ------------------ --------------- ------------------                                                           
                    12/31/01           $$0.01          $0.00                                                                        
                    ------------------ --------------- ------------------                                                           
                    3/31/02**          $0.62           $0.13                                                                        
                    ------------------ --------------- ------------------                                                           
                    6/28/02            $0.20           $0.19                                                                        
                    ------------------ --------------- ------------------                                                           
                    9/30/02            $0.14           $0.14                                                                        
                    ------------------ --------------- ------------------                                                           
                    12/31/02           $0.10           $0.07                                                                        
                    ------------------ --------------- ------------------                                                           
                    3/31/03            $0.08           $0.05                                                                        

* Adjusted to reflect 3:1 forward stock split effective on January 12, 2001. **                                                     
Adjusted to reflect 1:100 reverse stock split effective on January 4, 2002.                                                         

Record Holders                                                                                                                      

As of May 21, 2003, there were approximately 111 shareholders of record holding                                                     
a total of 7,961,353 shares of common stock. The holders of the common stock are                                                    
entitled to one vote for each share held of record on all matters submitted to a                                                    
vote of stockholders. Holders of the common stock have no preemptive rights and                                                     
no right to convert their common stock into any other securities. There are no                                                      
redemption or sinking fund provisions applicable to the common stock.                                                               

Dividends                                                                                                                           

The Company has not declared any cash dividends since inception and does not                                                        
anticipate paying any dividends in the foreseeable future. The payment of                                                           
dividends is within the discretion of the board of directors and will depend on                                                     
the Company's earnings, capital requirements, financial condition, and other                                                        
relevant factors. There are no restrictions that currently limit the Company's                                                      
ability to pay dividends on its common stock other than those generally imposed                                                     
by applicable state law.                                                                                                            

Recent Sales of Unregistered Securities                                                                                             

The following is a list of all unregistered securities sold by the Company                                                          
within the period covered by this report, including, where applicable, the                                                          
identity of the person who purchased the securities, title of the securities,                                                       
and the date sold.                                                                                                                  

On November 11,2002 the Company issued 143,682 shares of common stock at $0.10                                                      
per share as settlement for debt in the amount of $14,682 to Jam Corporate                                                          
Consultants a British Columbia Corporation, pursuant to Regulation "S" (Rules                                                       
901-905) adopted pursuant to the Securities Act of 1933.                                                                            

On November 11,2002 the Company issued 100,000 shares of common stock at $0.10 per share                                            
to Judy Miller a citizen and resident of Canada for services rendered to the                                                        
Company, pursuant to Regulation "S" (Rules 901-905) adopted pursuant to the                                                         
Securities Act of 1933.                                                                                                             

On December 6,2002 the Company issued 250,000 shares of common stock at $0.09                                                       
per share to Integrity Securities Inc. for investor relations services, pursuant                                                    
to Regulation "S" (Rules 901-905) adopted pursuant to the Securities Act of 1933                                                    

On December 7, 2002, the Company issued 114,857 shares of common stock at $0.09                                                     
per share for cash to David Chin a resident of the United Sates of America for                                                      
cash, pursuant to Regulation "S" (Rules 901-905) adopted pursuant to the                                                            
Securities Act of 1933                                                                                                              

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                      

This report contains forward-looking statements within the meaning of Section                                                       
27A of the Securities Act and Section 21E of the Securities Exchange Act. Words                                                     
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"                                                          
"estimates," and other similar expressions or variations of such words are                                                          
intended to identify these forward-looking statements. Additionally, statements                                                     
concerning future matters such as the development of new products, enhancements                                                     
or technologies, possible changes in legislation and other statements regarding                                                     
matters that are not historical fact are forward-looking statements.                                                                
Forward-looking statements involve risks and uncertainties. Actual results could                                                    
differ materially from those projected in the forward-looking statements.                                                           
Factors that could cause of contribute to such differences include, but are not                                                     
limited to, availability of financial resources adequate for short-, medium- and                                                    
long-term needs, demand for our products and services and market acceptance, as                                                     
well as those factors discussed in this "ITEM 6, Management's Discussion and                                                        
Analysis or Plan of Operations" and elsewhere in this report.                                                                       

Plan of Operations                                                                                                                  

During the next 12 months, the Company intends to continue its attempts to                                                          
increase its holdings through an acquisition or merger. 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.                                                                                                         

Results of Operations                                                                                                               

 The Company recorded $74,345 in revenues for the fiscal year ended December 31,                                                    
2002 and $27,530 for the year ended  December 31, 2001.  The  Company's  revenue                                                    
increased as a result of the Company's  wholly owned  subsidiary's  ("Homelands,                                                    
Inc.") operation of Interglobe Investigation Services Ltd                                                                           

Losses                                                                                                                              

Net loss for the year ended December 31, 2002 was $594,419 compared to a net                                                        
loss of $679,793 in the year ended December 31, 2001. The $85,374 decrease in                                                       
net loss was primarily attributable to a reduction in consulting fees paid.                                                         

The Company expects that it may continue to incur losses until such time as it                                                      
acquires profitable operations.                                                                                                     

Expenses                                                                                                                            

General and administrative expenses for the year ended December 31, 2002, were                                                      
$562,799 compared to $693,312 for the year ended December 31, 2001. The decrease                                                    
in general and administrative expenses was the result of downsizing of the                                                          
Company's operations.                                                                                                               

Depreciation and amortization expense for the year ended December 31, 2002 were                                                     
$6,838 compared to $0 for the year ended December 31, 2001.                                                                         

Impact of Inflation                                                                                                                 

The Company believes that inflation may have a negligible effect on future                                                          
operations. The Company believes that it may be able to offset inflationary                                                         
increases in the cost of sales by increasing sales and improving operating                                                          
efficiencies.                                                                                                                       

Liquidity and Capital Resources                                                                                                     

Cash used by operations was $241,911 for the year ended December 31, 2002, and                                                      
cash used by operations was $133,384 for the year ended December 31, 2001                                                           

Cash flows provided by financing activities was $221,945 for the year ended                                                         
December 31, 2002 and $133,787 for the year ended December 31, 2001                                                                 

Cash flows provided by investing activities was $23,149 for the year ended                                                          
December 31, 2002 compared to $0 for the year ended December 31, 2001.                                                              

A total of 913,736 shares under the Company's 2002 Benefit Plan were issued to                                                      
four consultants in lieu of cash for services rendered..                                                                            

Capital Expenditures                                                                                                                

The Company made no significant capital expenditures on property or equipment                                                       
over the periods covered by this report.                                                                                            

Income Tax Expense (Benefit)                                                                                                        

The Company has experienced losses and as a result has net operating loss carry                                                     
forwards available to offset future taxable income.                                                                                 

ITEM 7.  FINANCIAL STATEMENTS                                                                                                       

The Company's financial statements for the fiscal years ended December 31, 2002                                                     
and 2001 are attached hereto as pages 1 through 13.                                                                                 

                        DELTA CAPITAL TECHNOLOGIES, INC.                                                                            

                          CONSOLIDATED FINANCIAL REPORT                                                                             

                                DECEMBER 31, 2002                                                                                   

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                                                            C O N T E N T S                                                         

                                                                                                               Page                 

INDEPENDENT AUDITORS' REPORT......................................................................................1                 

FINANCIAL STATEMENTS                                                                                                                

    CONSOLIDATED BALANCE SHEET....................................................................................2                 
    CONSOLIDATED STATEMENTS OF OPERATIONS.........................................................................3                 
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY....................................................4                 
    CONSOLIDATED STATEMENTS OF CASH FLOWS.........................................................................5                 
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS...........................................................6 - 13                 

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

PETERSON SULLIVAN PLLC                                                                                                              
601 UNION STREET    SUITE 2300    SEATTLE WA 98101 (206) 382-7777    FAX 382-7700                                                   
                                    CERTIFIED  PUBLIC  ACCOUNTANTS                                                                  

                                        1                                                                                           

                          INDEPENDENT AUDITORS' REPORT                                                                              

To the Board of Directors and Shareholders                                                                                          
Delta Capital Technologies, Inc.                                                                                                    

We have audited the accompanying consolidated balance sheet of Delta Capital                                                        
Technologies, Inc. and Subsidiaries as of December 31, 2002, and the related                                                        
consolidated statements of operations, changes in stockholders' equity, and cash                                                    
flows for the years ended December 31, 2002 and 2001. These financial statements                                                    
are the responsibility of the Company's management. Our responsibility is to                                                        
express an opinion on these financial statements based on our audits.                                                               

We conducted our audits in accordance with auditing standards generally accepted                                                    
in the United States. Those standards require that we plan and perform the audit                                                    
to obtain reasonable assurance about whether the financial statements are free                                                      
from material misstatement. An audit includes examining, on a test basis,                                                           
evidence supporting the amounts and disclosures in the financial statements. An                                                     
audit also includes assessing the accounting principles used and significant                                                        
estimates made by management, as well as evaluating the overall financial                                                           
statement presentation. We believe that our audits provide a reasonable basis                                                       
for our opinion.                                                                                                                    

In our opinion, the financial statements referred to above present fairly, in                                                       
all material respects, the consolidated financial position of Delta Capital                                                         
Technologies, Inc. and Subsidiaries as of December 31, 2002, and the                                                                
consolidated results of their operations and their cash flows for the years                                                         
ended December 31, 2002 and 2001, in conformity with accounting principles                                                          
generally accepted in the United States.                                                                                            

The accompanying financial statements have been prepared assuming that the                                                          
Company will continue as a going concern. As discussed in Note 1 to the                                                             
financial statements, the Company has experienced recurring losses from                                                             
operations and has a net capital deficiency that raises substantial doubt about                                                     
its ability to continue as a going concern. The financial statements do not                                                         
include any adjustments that might result from the outcome of this uncertainty.                                                     

May 16, 2003                                                                                                                        

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                               The accompanying notes are an integral part of these financial statements                            
                DELTA CAPITAL TECHNOLOGIES, INC. AND SUBSIDIARIES                                                                   

                           CONSOLIDATED BALANCE SHEET                                                                               

                                December 31, 2002                                                                                   
               ASSETS                                                                                                               
Current Assets                                                                                                                      
      Cash                                                                                      $          3,635                    
      Accounts receivable                                                                                  9,620                    
      Loan receivable, related party                                                                      10,551                    
                                                                                                -------------------                 
               Total current assets                                                                       23,806                    
Furniture and Equipment, net of $22,553                                                                                             
      of accumulated depreciation                                                                         18,004                    
                                                                                                -------------------                 
                                                                                                 $        41,810                    
                                                                                                ===================                 
               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                       
Current Liabilities                                                                                                                 
      Accounts payable                                                                            $      398,997                    
      Notes payable, stockholders                                                                         78,016                    
      Notes payable                                                                                       22,265                    
      Loans payable                                                                                       27,766                    
      Advances from related parties                                                                       63,071                    
      Other                                                                                                2,500                    
                                                                                                -------------------                 
               Total current liabilities                                                                 592,615                    
Minority Interests                                                                                                                  
Stockholders' Equity (Deficit)                                                                                                      
      Common stock, $.001 par value, 25,000,000 shares                                                                              
         authorized; 5,463,714 issued and outstanding                                                      5,464                    
      Additional paid-in capital                                                                       7,135,064                    
      Accumulated deficit                                                                             (7,691,333)                   
                                                                                                -------------------                 
                                                                                                        (550,805)                   
                                                                                                -------------------                 
                                                                                                 $        41,810                    
                                                                                                ===================                 

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                DELTA CAPITAL TECHNOLOGIES, INC. AND SUBSIDIARIES                                                                   

                      CONSOLIDATED STATEMENTS OF OPERATIONS                                                                         

                                            For the Years Ended December 31, 2002 and 2001                                          
                                                                                   2002                  2001                       
                                                                            -------------------   -------------------               
Revenues                                                                                                                            
                                                                            $                                                       
      Marketing services                                                                   -       $        27,530                  
      Investigative services                                                          74,345                                        
Expenses                                                                                                                            
      General and administrative                                                      562,799                693,312                
      Interest expense                                                                 6,900                 14,011                 
      Depreciation                                                                      6,838                                       
      Goodwill impairment                                                              92,227                                       
                                                                            -------------------   -------------------               
                                                                                      668,764               707,323                 
                                                                            -------------------   -------------------               
                 Net loss                                                      $     (594,419)      $     (679,793)                 
                                                                            ===================   ===================               
Basic and diluted loss per share                                            $          (0.15)     $           (1.10)                
                                                                            ===================   ===================               

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                DELTA CAPITAL TECHNOLOGIES, INC. AND SUBSIDIARIES                                                                   

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                                                               
                 For the Years Ended December 31, 2002 and 2001                                                                     
                                                                                                  Additional                        
                                                    Common Stock                      Paid-in       Accumulated                     
                                            ----------------------------------                                                      
                                             Shares               Amount              Capital         Deficit       Total           
                                            -------------    -----------------    ----------------------------------------------    
Balance, December 31, 2000                   53,179,512       $       53,179          $ 6,039,552     $(6,417,121) $  (324,390)     
      Issuance of common stock for services  16,890,845               16,891              443,276                      460,167      
      Issuance of common stock for payment                                                                                          
         of debt                              1,555,315                1,556               52,210                       53,766      
      Cash received from exercise of stock                                                                                          
           options                              600,000                  600                  900                        1,500      
      Issuance of common stock in exchange                                                                                          
         for Subsidiary                       1,000,000                1,000               49,000                       50,000      
      Cancellation of common stock           (1,000,000)              (1,000)               1,000                                   
      One hundred-for-one reverse stock spli(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 common stock for services   1,817,418                1,817              180,281                      182,098      
      Issuance of common stock for cash       1,492,857                1,493              146,307                      147,800      
      Issuance of common stock for payment                                                                                          
         of debt                              1,102,552                1,103              109,500                      110,603      
      Common stock issuable                     328,630                  329               32,534                       32,863      
      Issuance of subsidiary stock for cash                                                 9,000                        9,000      
      Net loss for the year                                                                              (594,419)    (594,419)     
                                            -------------    -----------------    ----------------------------------------------    
Balance, December 31, 2002                    5,463,714       $        5,464          $ 7,135,064     $(7,691,333) $  (550,805)     
                                            =============    =================    ==============================================    

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                               The accompanying notes are an integral part of these financial statements                            
                DELTA CAPITAL TECHNOLOGIES, INC. AND SUBSIDIARIES                                                                   

                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                         
                                            For the Years Ended December 31, 2002 and 2001                                          
                                                                                 2002                    2001                       
                                                                          --------------------    --------------------              
Cash Flows From Operating Activities                                                                                                
      Net loss                                                              $      (594,419)        $       (679,793)               
      Adjustments to reconcile net loss to net cash                                                                                 
         used in operating activities                                                                                               
         Goodwill impairment                                                         92,227                                         
         Depreciation                                                                 6,838                                         
         Issuance of common stock for services and expenses                         182,098                  510,167                
         Change in operating assets and liabilities, net of                                                                         
            effects from purchase of subsidiary                                                                                     
            Accounts receivable                                                      (6,556)                                        
            Deposits                                                                  3,268                   (3,268)               
            Accounts payable                                                         81,273                   39,510                
            Other                                                                     2,500                                         
                                                                          --------------------    --------------------              
               Net cash used in operating activities                               (232,771)                (133,384)               
Cash Flows From Investing Activities                                                                                                
      Cash acquired in purchase of subsidiary                                        26,082                                         
      Purchase of furniture and equipment                                            (2,933)                                        
      Net increase in loan receivable, related party                                 (9,140)                                        
                                                                          --------------------    --------------------              
               Net cash provided by investing activities                             14,009                                         
Cash Flows From Financing Activities                                                                                                
      Net proceeds from debt, related parties                                        25,200                  132,287                
      Net proceeds from debt                                                          7,082                                         
      Proceeds from issuance of common stock                                        180,663                    1,500                
      Proceeds from issuance of subsidiary's stock for cash                           9,000                                         
                                                                          --------------------    --------------------              
               Net cash provided by financing activities                            221,945                  133,787                
                                                                          --------------------    --------------------              
               Net increase in cash                                                   3,183                      403                
Cash, beginning of year                                                                 452                       49                
                                                                          --------------------    --------------------              
Cash, end of year                                                         $            3,635      $               452               
                                                                          ====================    ====================              

No cash payments for interest or income taxes were made in 2002 or 2001.                                                            

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6                                                                                                                                   

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                                                                      

Note 1.  The Company and Summary of Significant Accounting Policies                                                                 

 Delta Capital  Technologies,  Inc. ("the  Company") was  incorporated  in March                                                    
1998. The Company is a holding  company that was formed to acquire both majority                                                    
and minority interests in various business operations.                                                                              

The Company was in the development stage until April 2002, when its subsidiary,                                                     
Homelands Security Inc. ("Homelands"), a Nevada corporation, acquired all the                                                       
issued and outstanding shares of InterGlobe Investigation Services, Inc.                                                            
("InterGlobe") in exchange for 950,000 shares of Homelands' stock. InterGlobe's                                                     
operations are the Company's primary source of revenue. InterGlobe provides                                                         
investigation services to corporations and individuals primarily in Western                                                         
Canada that include security consulting, protection services and other                                                              
investigative services. See Note 9 for additional information on this                                                               
acquisition.                                                                                                                        

Principles of Consolidation                                                                                                         

The consolidated financial statements include the accounts of the Company and                                                       
its majority-owned subsidiaries. Significant intercompany accounts and                                                              
transactions have been eliminated.                                                                                                  

Going Concern                                                                                                                       

As shown in the financial statements, the Company incurred a net loss of                                                            
$594,419 and $679,793 in 2002 and 2001. Further, the Company has 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.                                                                                                                    

The Company is seeking other acquisitions but it will need additional working                                                       
capital to be successful in any future business activities. Therefore,                                                              
continuation of the Company as a going concern is dependent upon engaging in                                                        
active business operations and obtaining additional working capital. Management                                                     
is presently engaged in seeking additional working capital equity funding and                                                       
plans to continue to invest in other businesses with funds obtained. However, if                                                    
its efforts are unsuccessful, the Company may have to cease operations.                                                             

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.                                                        

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Foreign Operations and Currency Translation                                                                                         

The Company translates foreign assets and liabilities of its Canadian                                                               
subsidiaries at the rate of exchange at the balance sheet date. Revenues and                                                        
expenses are translated at the average rate of exchange throughout the year.                                                        
Gains or losses from these translations, if significant, are reported as a                                                          
separate component of other comprehensive income, until all or a part of the                                                        
investment in the subsidiaries is sold or liquidated. At December 31, 2002 and                                                      
2001, there were no material gains or losses on foreign currency translations.                                                      
Translation adjustments, if any, will not recognize the effect of income tax                                                        
because the Company expects to reinvest the amounts indefinitely in operations.                                                     

Transaction gains and losses that arise from exchange rate fluctuations on                                                          
transactions denominated in a currency other than the local functional currency                                                     
are included in "General and administrative" in the consolidated statements of                                                      
operations. Such amounts were not material in 2002 or 2001.                                                                         

Revenue Recognition                                                                                                                 

Marketing and investigative services revenue is recognized as services are                                                          
performed, the fees are fixed and determinable, collectibility is probable, and                                                     
no significant Company obligations with regard to the services remain.                                                              

Stock-Based Compensation                                                                                                            

The Company has a 2002 Benefit Plan, which is described more fully in Note 10.                                                      
The Company accounts for the plan under the recognition and measurement                                                             
principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock                                                     
Issued to Employees," and related interpretations. Accordingly, compensation                                                        
cost for stock options granted to employees will be measured as the excess, if                                                      
any, of the quoted market price of the Company's stock at the date of the grant                                                     
over the amount an employee is required to pay for the stock. Compensation cost                                                     
for stock options granted to non-employees will be measured using the                                                               
Black-Scholes valuation model at the date of grant multiplied by the number of                                                      
options granted. In accordance with APB No. 25, the Company records compensation                                                    
costs only for stock options issued to non-employees. No options have been                                                          
issued under this plan.                                                                                                             

Warrants                                                                                                                            

At December 31, 2002, the Company had outstanding warrants to purchase                                                              
443,487shares of the Company's common stock at prices ranging from $0.15 to                                                         
$0.25 per share. The warrants were exercisable on issuance and expire at various                                                    
dates through December 2004.                                                                                                        

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Taxes on Income                                                                                                                     

The Company accounts for income taxes in accordance with the liability method.                                                      
Under the liability method, deferred assets and liabilities are recognized based                                                    
upon anticipated future tax consequences attributable to differences between                                                        
financial statement carrying amounts of assets and liabilities and their                                                            
respective tax bases. The Company establishes a valuation allowance to the                                                          
extent that it is more likely than not that deferred tax assets will not be                                                         
receivable against future taxable income.                                                                                           

Reverse Stock Split                                                                                                                 

During December 2001, the Board of Directors approved a one hundred-for-one                                                         
reverse stock split of the common stock. Par value of the common stock remained                                                     
$.001 per share. The effect of the stock split has been recognized in all share                                                     
and per share data in the accompanying consolidated financial statements, and                                                       
notes to the financial statements. Shareholders' equity accounts have been                                                          
restated to reflect the reclassification of an amount equal to the par value of                                                     
the decrease in issued common shares from the common stock account to additional                                                    
paid-in capital.                                                                                                                    

Earnings Per Share                                                                                                                  

Basic loss per share is computed by dividing net income or loss available to                                                        
common shareholders by the weighted average number of common shares outstanding                                                     
in the 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 3,836,349 and 615,672                                                      
for the years ended December 31, 2002 and 2001, respectively. Warrants were not                                                     
included in the computation of diluted earnings per share for all periods                                                           
presented because they were anti-dilutive.                                                                                          

Use of Estimates                                                                                                                    

The preparation of financial statements in conformity with accounting principles                                                    
generally accepted in the United States requires management to make estimates                                                       
and assumptions that affect the reported amounts of assets and liabilities and                                                      
disclosure of contingent assets and liabilities at the date of the financial                                                        
statements and the reported amounts of revenues and expenses during the                                                             
reporting period. Actual results could differ from those estimates.                                                                 

Comprehensive Income                                                                                                                

The Company had no items of other comprehensive income in 2002 or 2001.                                                             

New Accounting Pronouncements                                                                                                       

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated                                                        
with Exit or Disposal Activities" ("SFAS 146"), which addresses financial                                                           
accounting and reporting for costs associated with exit or disposal activities.                                                     
SFAS 146 will be applied prospectively and is effective for exit or disposal                                                        
activities initiated after December 31, 2002. The Company believes that the                                                         
adoption of SFAS 146 will have no material impact on its financial condition or                                                     
results of operations.                                                                                                              

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Fair Value of Financial Instruments                                                                                                 

Financial instruments consist of cash, accounts receivable, loans receivable and                                                    
accounts payable, and notes, loans and advances payable. The fair value of these                                                    
financial instruments approximates their carrying amounts due to their                                                              
short-term nature and market rates of interest.                                                                                     

Cash                                                                                                                                

Cash includes the checking accounts and a certificate of deposit held at banks                                                      
in the United States and in Canada.                                                                                                 

Accounts Receivable                                                                                                                 

Accounts receivable consists of amounts due from customers located primarily in                                                     
Western Canada. The Company considers accounts greater than 30 days old to be                                                       
past due. The Company uses the allowance method for recognizing bad debts. When                                                     
an account is deemed uncollectible, it is generally written off against the                                                         
allowance. The Company generally does not require collateral for its accounts                                                       
receivable. At December 31, 2002, management believes no allowance for                                                              
uncollectible accounts is necessary. A receivable from one company comprises 42%                                                    
of accounts receivable at December 31, 2002.                                                                                        

Furniture and Equipment                                                                                                             

Furniture and equipment are recorded at cost and are depreciated using the                                                          
straight-line method over the estimated useful lives of the related assets,                                                         
ranging from three to five years. Maintenance and repairs are charged to expense                                                    
as incurred. Significant renewals and betterments are capitalized.                                                                  

Statement of Financial Accounting Standard ("SFAS") No. 144, "Accounting for                                                        
Impairment or Disposal of Long-Lived Assets," became effective for years                                                            
beginning after December 15, 2001. The Company has adopted this statement in                                                        
2002, and the application of this pronouncement has not had a material effect on                                                    
the Company's financial position, cash flows or results of operations.                                                              

Note 2.  Income Taxes                                                                                                               

The reconciliation of income tax computed at the federal statutory rate to                                                          
income tax expense is as follows:                                                                                                   

                                                                                  December 31                                       
                                                                   ------------------------------------------                       
                                                                          2002                   2001                               
                                                                   -------------------     ------------------                       

Tax at statutory rate                                                 $     (202,000)         $     (231,000)                       
Impairment of goodwill                                                        31,400                                                
Change in valuation allowance for deferred                                                                                          
    tax asset                                                                170,600                 231,000                        
                                                                   -------------------     ------------------                       

                                                                   $                       $                                        
       Income tax expense                                                          -                       -                        
                                                                   ===================     ==================                       

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The Company's deferred tax asset is as follows:                                                                                     

                                                                                             December 31,                           
                                                                                                 2002                               
                                                                                          -------------------                       
                                                                                          -------------------                       

Deferred tax asset, from net operating loss carryforward                                     $   1,291,000                          
Less valuation allowance                                                                        (1,291,000)                         
                                                                                          -------------------                       
                                                                                          -------------------                       

                                                                                          $                                         
Income tax expense                                                                                       -                          
                                                                                          ===================                       

The Company's U.S. net operating loss carryforwards will expire $405,000 in                                                         
2022, $684,000 in 2021, $2,526,000 in 2020, $143,000 in 2019, and $39,000 in                                                        
2018. The Company has approximately $75,000 of net operating loss carryforwards                                                     
for Canadian income purposes that will expire years beginning 2005 through 2009.                                                    

Note 3.  Notes Payable to Stockholders                                                                                              

Note payable to a stockholder,  due on demand,  including  interest at 6%, secured by      $        67,338                          
all assets and revenues of InterGlobe                                                                                               

Note payable to a stockholder,  due July 2003,  including  interest at 6%, secured by                                               
all assets and  revenues of the Company,  convertible  to common stock of the Company                                               
at $0.10 per share                                                                                  10,678                          
                                                                                          -------------------                       
                                                                                          -------------------                       

                                                                                           $        78,016                          
                                                                                          ===================                       

Note 4.  Notes Payable                                                                                                              

Note  payable to an  unrelated  company,  due on demand,  including  interest  at 6%,      $        20,000                          
unsecured                                                                                                                           

Note payable to an individual,  due July 2003,  including  interest at 6%, secured by                                               
all assets and  revenues of the Company,  convertible  to common stock of the Company                                               
at $0.10 per share                                                                                   2,265                          
                                                                                          -------------------                       
                                                                                          -------------------                       

                                                                                           $        22,265                          
                                                                                          ===================                       

Note 5.  Loans Payable and Advances from Related Parties                                                                            

The Company had various loans and advances payable at December 31, 2002. The                                                        
advances from related parties of $63,071 are due on demand and are non-interest                                                     
bearing. These advances are due to an officer and shareholder of one of the                                                         
Company's subsidiaries. Loans payable are unsecured, due on demand and bear                                                         
interest at 12%.                                                                                                                    

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Note 6.  Related Party Transactions                                                                                                 

The Company has a loan receivable from a company that is owned by an officer and                                                    
stockholder of one of the Company's subsidiaries. The loan is non-interest                                                          
bearing, unsecured and due on demand.                                                                                               

During 2002, the Company issued 300,000 shares to three individuals for services                                                    
in their capacity as directors of the Company.                                                                                      

Note 7.  Supplemental Disclosures With Respect to Statements of Cash Flows                                                          

Significant noncash transactions include:                                                                                           

o        The Company issued shares of common stock as payment of debt totaling $110,603 and $53,766 in 2002 and 2001, respectively. 

o    The Company issued 1,817,418 and 168,908 shares of common stock in exchange                                                    
     for consulting services in 2002 and 2001, respectively. The shares were                                                        
     valued at market on the issuance date.                                                                                         

o    In 2001, the Company issued 1,000,000 (pre-reverse split) shares of its                                                        
     common stock valued at fair market value at date of acquisition of $50,000                                                     
     to acquire another company. The Company reacquired these shares in exchange                                                    
     for the acquired company's shares resulting in a nonmonetary loss of                                                           
     approximately $50,000.                                                                                                         

Note 8.  Legal Proceedings                                                                                                          

A company filed suit against the Company for services and expenses it claimed                                                       
were owed by the Company. A court entered judgment against the Company in the                                                       
sum of CDN$174,257. The total of this judgment (US$109,806) has been recorded as                                                    
a liability included in accounts payable as of December 31, 2002, $83,406 of                                                        
which has been recorded as an expense in 2002, included in general and                                                              
administrative expenses.                                                                                                            

In October 2000, a former employee of Delta Capital Technologies, Inc. filed a                                                      
claim asking for approximately CDN$22,600 for unpaid expenses and salary and                                                        
vacation pay, and CDN$40,000 in general damages based upon a claim of                                                               
unreasonable termination of employment. The Company has denied liability.                                                           
Settlement negotiations are ongoing. The Company has offered a settlement but                                                       
has had no contact with the former employee since 2000. The financial statements                                                    
do not include a liability for this claim as no amount is reasonably estimable.                                                     

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Note 9.  Acquisition of a Company                                                                                                   

Effective April 15, 2002, Homelands, purchased 100% of the outstanding shares of                                                    
stock of 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 its                                                       
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.                                                     
Subsequent to the purchase, management of the Company determined that the                                                           
goodwill related to this acquisition was impaired and recognized the loss from                                                      
impairment in 2002.                                                                                                                 

The following table summarizes the estimated fair values of the assets acquired                                                     
and liabilities assumed at the date of acquisition.                                                                                 

                                                                                                 2002                               
                                                                                          -------------------                       
                                                                                          -------------------                       

Current assets                                                                             $        30,556                          
Capital assets                                                                                      21,909                          
Goodwill                                                                                            92,227                          
                                                                                          -------------------                       
                                                                                          -------------------                       

         Total assets acquired                                                                     144,692                          

Current liabilities                                                                                 69,230                          
Long-term liabilities                                                                               75,462                          
                                                                                          -------------------                       
                                                                                          -------------------                       

         Total liabilities assumed                                                                 144,692                          
                                                                                          -------------------                       
                                                                                          -------------------                       

                                                                                          $                                         
         Net assets acquired                                                                             -                          
                                                                                          ===================                       

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 year ended December 31, 2002 and 2001, with those of                                                      
the Company results in the following pro forma data.                                                                                
                                                                          2002                   2001                               
                                                                   -------------------     ------------------                       

Revenue                                                            $          93,715       $         160,679                        
Expenses                                                                     743,150                 850,765                        
                                                                   -------------------     ------------------                       
                                                                   -------------------     ------------------                       

         Pro forma net loss                                        $        (649,435)      $       (690,086)                        
                                                                   ===================     ==================                       
                                                                   ===================     ==================                       

         Pro forma loss per share                                  $           (0.17)      $          (1.12)                        
                                                                   ===================     ==================                       
This pro forma information may not be indicative of the actual results of the                                                       
acquisition. The pro forma information is based on the historical financial                                                         
statements of the Company and InterGlobe and has been prepared to illustrate the                                                    
effects of the combination of the Company and InterGlobe as if the combination                                                      
occurred January 1, 2001.                                                                                                           

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 the Company and                                                              
InterGlobe.                                                                                                                         

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Note 10.  Stock-Based Compensation                                                                                                  

In 2002, the Company issued an aggregate of 913,736 shares of its common stock                                                      
to non-employees under its 2002 Benefit Plan (the "2002 Plan"), all of which                                                        
shares were registered under the Securities Act of 1933. The total number of                                                        
shares reserved and available for all types of grants under the 2002 Plan is                                                        
1,000,000. Total compensation expense in connection with these issuances is an                                                      
aggregate of $91,374. Shares issued are recorded at fair value at the date of                                                       
issuance.                                                                                                                           

Note 11.  Subsequent Events                                                                                                         

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. The acquisition of Dolphin reduced the                                                      
Company's interest in Homelands to that of a minority interest holder. The                                                          
Company will account for their acquisition using the purchase method. The                                                           
Company has not determined the purchase price allocation or the amount of                                                           
resulting goodwill, if any.                                                                                                         

On January 1st ,2003 Mr. Ken Maude  was appointed to the board of directors of the Company.                                         

On January 1st ,2003 Mr. Christopher Humble was appointed to the board of directors of the Company.                                 

On January 7, 2003, the Company issued 100,000 shares of its common stock to                                                        
each of the following three individuals: Martin Tutschek, Ken Maude and                                                             
Christopher Humble for services rendered. The Company relied upon section 4(2)                                                      
of the Securities Act of 1933 in an isolated private transaction by the Company                                                     
which did not involve a public offering. The Company made this offering based on                                                    
the following factors: (1) The issuance was an isolated private transaction by                                                      
the Company which did not involve a public offering; (2) there were only three                                                      
offerees who were issued stock for consulting services; (3) the offerees did not                                                    
resell the stock but have continued to hold it since the date of issue; (4)there                                                    
were no subsequent or contemporaneous public offerings of the stock; (5) the                                                        
stock was not broken down into smaller denominations; and (6) the negotiations                                                      
for the sale of the stock took place directly between the offerees and the                                                          
Company.                                                                                                                            

In March 2003, the Company entered into an agreement to purchase for $50,000 the                                                    
license to promote, sell and deploy the Triton product line of non-depository,                                                      
indoor cash dispensers. The Company has not yet determined whether this                                                             
intangible asset will have a finite life for purposes of amortizing the cost.                                                       

On March 7, 2003, the Company issued 1,235,570 shares of its common stock to 2                                                      
individuals for cash. The individuals all reside in British Columbia, Canada.                                                       
The Company issued the shares in reliance upon Regulation S of the Securities                                                       
Act of 1933.                                                                                                                        

On March 28,2003 the Company issued 1,262,069 shares of its common stock to 4                                                       
individuals for cash. The individuals all reside in British Columbia, Canada.                                                       
The Company issued the shares in reliance upon Regulation S of the Securities                                                       
Act of 1933.                                                                                                                        

PART III                                                                                                                            

ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT           

Name                                        Age                        Position(s) and Office(s)                                    

Martin Tutschek                             42                        President and Secretary                                       

Ken Maude                                   64                         Director                                                     

Christopher Humble                          54                         Director                                                     

Darwin C. B. Ross                           42                        Director                                                      

Martin Tutschek, Age 42                                                                                                             

Mr. Tutschek born and raised in Vancouver B.C., Canada and graduated in 1983                                                        
from the University of Texas. In his current capacity he is a director and Chief                                                    
Financial Officer of Forum National Investments Ltd. an Over the Counter                                                            
Bulletin Board company (FMNIF OTC/BB) formerly Intravelnet.com. FMNIF's current                                                     
business focus is as a leisure travel and information services company. The                                                         
Company is in the business of developing, marketing, and providing travel club                                                      
and houseboat vacation club packages. Some of the Company's operations include:                                                     
a rapidly growing travel club (http://www.snowbirdvacations.com) with over                                                          
10,000 dues paying families in North America linked to the Company's network of                                                     
thousands of participating resorts and other travel service providers; a                                                            
houseboat Vacation Club providing vacation intervals to its members; a fleet of                                                     
houseboats used to service the Vacation Club; and an ocean going luxury yacht                                                       
for the small ship cruise market (Vancouver _ Alaska).                                                                              

Prior to Joining FMNIF in October of 2001, Mr. Tutschek was employed by                                                             
Trader.com International for 4 four years; his most recent tenure as Manager                                                        
Business Development US operations. His primary role was the analysis,                                                              
identification and implementation of complimentary business opportunities and                                                       
the creation of the business and marketing plan for Trader.com US operations.                                                       
Prior to being promoted to this position he severed as Director of Circulation                                                      
North American Operations responsible for the delivery of over 120 weekly                                                           
publications.                                                                                                                       

Ken F. Maude, Age : 64 Ken graduated in 1964 from the University of British                                                         
Columbia with a Bachelor of Arts degree and is a Certified General Accountant.                                                      
Ken started his career as a comptroller with Sears. For the past 32 years he has                                                    
been the sole proprietor and operator of " Maude & Associates _ Certified                                                           
General Accountants, which specializes in providing tax advice for Canadian and                                                     
Foreign companies. He has been involved with start-up and emerging companies for                                                    
many years and has been instrumental in assisting them source capital.                                                              

Christopher H. Humble, Age _ 54, Certified General Accountant, Currently President & CEO of Business Transformations Inc.           

Business Transformations is a full-service, business advisory consulting firm                                                       
specializing in providing short and long-term growth solutions for Emerging                                                         
Growth, Canadian companies. The company is quite unique in that it also offers                                                      
support to clients who wish to enter the USA marketplace.                                                                           

Consulting expertise include: Business Plan Assessment, which incorporates the                                                      
composition of plans or the full assessment of current business plans, strategic                                                    
planning, and goal setting; Business Management, which includes contract                                                            
negotiations with banks, distributors, strategic alliances and key customers;                                                       
Market Development, market research, competitive analysis, market assessment,                                                       
marketing plans and strategy, including implementation, communications and                                                          
public relations; Organizational Development, including workflow and operations                                                     
analysis, crisis management which incorporates growth and reduction strategies;                                                     
Financial Management, which incorporates the raising of capital and securing                                                        
appropriate investors, franchising, licensing, distribution, and negotiations,                                                      
including transactions and businesses-for-sale management and finally, Human                                                        
Resource Management, which includes executive and board-level recruitment,                                                          
governance and board advisory services.                                                                                             

 Darwyn C. B. Ross,  Age 42 Mr. Ross is  currently a  practicing  barrister  and                                                    
solicitor in Manitoba  where he is a partner at the law firm of Patterson  Ross.                                                    
Mr. Ross has served as an officer and director of many publicly traded companies                                                    
and has been engaged in the real estate and oil and gas  industries for a number                                                    
of years.  As both  principal  and  investor,  Mr. Ross has been  engaged in the                                                    
preliminary financings of a variety of business ventures and has participated in                                                    
multiple public financings.                                                                                                         

Compliance with Section 16(a) of the Exchange Act                                                                                   

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the                                                        
Company is aware of four persons who during the fiscal year ended December 31st                                                     
, 2002 were directors, officers, or beneficial owners of more than ten percent                                                      
of the common stock of the Company, and who failed to file, on a timely basis,                                                      
reports required by Section 16(a) of the Securities Exchange Act of 1934 during                                                     
such transitional year as follows:                                                                                                  

 Mr. Tutschek was appointed to the board of directors of the Company in October,                                                    
2000.  Mr Tutschek was appointed the President of the Company on July 31st 2002.                                                    
Mr.  Tutschek failed to file a Form 3 in a timely manner.  Mr. Tutschek  further                                                    
failed to timely file a Form 5 for the year ended December 31, 2002.                                                                

 Mr. Ross was  appointed  to the board of  directors  of the Company in October,                                                    
2000. Mr Ross resigned as the President of the Company on July 31st , 2002.  Mr.                                                    
Ross  failed to file a Form 3 in a timely  manner.  Mr. Ross  further  failed to                                                    
timely file a Form 5 for the year ended December 31st , 2002.                                                                       

ITEM  10.         EXECUTIVE COMPENSATION                                                                                            

Executive Compensation                                                                                                              

No compensation in excess of $100,000 was awarded to, earned by, or paid to any                                                     
executive officer of the Company during the years 2002, 2001 and 2000. The                                                          
following table provides summary information for each of the last three fiscal                                                      
years concerning cash and non cash compensation paid or accrued by the Company                                                      
to or on behalf of the president.                                                                                                   

                           SUMMARY COMPENSATION TABLE                                                                               
--------------------------- --------------------------------- --------------------------------------------------------              
                            Annual Compensation               Long Term Compensation                                                
--------------------------- --------------------------------- --------------------------------------------------------              
------------------------------------------------------------- ----------------------------- --------------------------              
                                                              Awards                        Payouts                                 
------------------------------------------------------------- ----------------------------- --------------------------              
------------------- ------- -------- ------- ---------------- -------------- ------------- ---------- ----------------              

Name and            year    salary   Bonus   Other Annual     Restricted     Securities    LTIP       All Other                     
Principal Position                           Compensation     Stock Awards   Underlying    Payouts    Compensation                  
                                                                             Options                                                
                                                                             Sars #                                                 
------------------- ------- -------- ------- ---------------- -------------- ------------- ---------- ----------------              

Martin Tutschek      2002      -       -            -            100,000          -            -             -                      
President                                                                                                                           
                     2001      -       -            -               -             -            -             -                      

                     2000      -       -            -               -             -            -             -                      
------------------- ------- -------- ------- ---------------- -------------- ------------- ---------- ----------------              

Compensation of Directors                                                                                                           

The Company's directors are not currently compensated.                                                                              

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                             

The following table sets forth certain information concerning the ownership of                                                      
the Company's common stock as of May 21, 2003, with respect to: (i) each person                                                     
known to the Company to be the beneficial owner of more than five percent of the                                                    
Company's common stock; (ii) all directors; and (iii) directors and executive                                                       
officers of the Company as a group. The notes accompanying the information in                                                       
the table below are necessary for a complete understanding of the figures                                                           
provided below. As of May 21, 2003, there were 7,961,353 shares of common stock                                                     
issued and outstanding.                                                                                                             

------------------------------ ------------------------------------ --------------------------- ---------------                     
       Title of Class            Name and Address of Beneficial         Amount and Nature         Percent of                        
                                              Owner                  of Beneficial Ownership        class                           
------------------------------ ------------------------------------ --------------------------- ---------------                     
        Common Stock                     Martin Tutschek                                                                            
     ($0.001 par value)            Suite 440-375 Water Street                                                                       
                                     Vancouver, B.C., Canada                                        2.51%                           
                                            V6B 5C6.                         200,000                                                
------------------------------ ------------------------------------ --------------------------- ---------------                     
        Common Stock                        Ken Maude                                                                               
     ($0.001 par value)         303 -1130 West Pender Vancouver,                                                                    
                                           B.C. Canada                                              1.25%                           
                                             V6E 4A4                         100,000                                                
------------------------------ ------------------------------------ --------------------------- ---------------                     
        Common Stock                   Christopher Humble                                                                           
     ($0.001 par value)           312 -151 St. Andrews Street,                                                                      
                                     Victoria, B.C., Canada                                         1.25%                           
                                             V8V 2M9                         100,000                                                
------------------------------ ------------------------------------ --------------------------- ---------------                     
------------------------------ ------------------------------------ --------------------------- ---------------                     
        Common Stock                       Darwyn Ross                                                                              
     ($0.001 par value)                331 Addington Drive                                                                          
                                    Red Deer, Alberta, Canada                                       1.25%                           
                                             T4R 3H7                         100,000                                                
------------------------------ ------------------------------------ --------------------------- ---------------                     
------------------------------ ------------------------------------ --------------------------- ---------------                     
        Common Stock             All officers and directors as a             500,000                6.26%                           
     ($0.001 par value)                       group                                                                                 
------------------------------ ------------------------------------ --------------------------- ---------------                     

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                             

Judith Miller, a director and officer of the Company, entered into a verbal                                                         
agreement with The Company on August 26, 1998 pursuant to which Ms. Miller                                                          
received a stock option to purchase 50,000 shares of the Company's common stock,                                                    
exercisable at US$0.03 per share for a period of one year. In March, of 1999 the                                                    
Company completed a forward stock split of 4 to 1 which increased the options                                                       
granted to 200,000 shares at an exercise price of US$0.0075 per share. On August                                                    
11, 1999 the board of directors of The Company extended the expiration date of                                                      
the stock options to December 31, 1999 and on September 15, 1999 the verbal                                                         
stock option agreement was reduced to writing. On December 30, 1999, the board                                                      
of directors of The Company approved a resolution to extend the expiration date                                                     
of the stock options to March 31, 2000 and the extension was reduced to writing                                                     
pursuant to a letter dated January 7, 2000. By consent resolution dated March                                                       
16, 2000 the stock option expiration date was extended again to March 31, 2001.                                                     
On March 30, 2001, Ms. Miller exercised her option and purchased 400,000 shares                                                     
of the Company's stock for $1,500.00 ($0.0075 per share).                                                                           

ITEM 13. 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 beginning on page 24 of this Form 10-KSB, which                                                     
is incorporated herein by reference.                                                                                                

(b)      Reports on Form 8-K.  The Company no reports on Form 8-K during the period covered by this report.                         

ITEM 14.   CONTROLS AND PROCEDURES                                                                                                  

The Company's president acts both as the Company's chief executive officer and                                                      
chief financial officer ("Certifying Officer") and is responsible for                                                               
establishing and maintaining disclosure controls and procedures for the Company.                                                    
The Certifying Officer has concluded (based on his evaluation of these controls                                                     
and procedures as of a date within 90 days of the filing of this report) that                                                       
the design and operation of the Company's disclosure controls and procedures (as                                                    
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are                                                            
effective. No significant changes were made in the Company's internal controls                                                      
or in other factors that could significantly affect those controls subsequent to                                                    
the date of the evaluation, including any corrective actions with regard to                                                         
slight deficiencies and material weaknesses. Due to the Certifying Officer's                                                        
dual role as chief executive officer and chief financial officer, the Company                                                       
has no segregation of duties related to internal controls.                                                                          

                                   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 21st day of May 2003.                                                                                              

                        Delta Capital Technologies, Inc.                                                                            

                                            /s/ Martin Tutschek                                                                     
                                            By: Martin Tutschek, President and Chief Financial Officer                              

In accordance with the Exchange Act, this report has been signed below by the                                                       
following persons on behalf of the registrant and in the capacities and on the                                                      
dates indicated.                                                                                                                    

Signature                           Title                                               Date                                        

/s/ Martin Tutschek                                                                                                                 
Martin Tutschek,           President and Chief Financial Officer                05/23/03                                            

/s/ Christopher Humble                                                                                                              
Christopher Humble,                 Director                                    05/23/03                                            

/s/ Ken Maude                                                                                                                       
Ken Maude,                          Director                                    05/23/03                                            

/s/ Darwyn Ross                                                                                                                     
Darwyn Ross,                        Director                                    05/23/03                                            

 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 annual report on Form 10-KSB of Delta Capital Technologies, Inc.;                                           

2. Based on my knowledge, this annual 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 annual                                                         
report;                                                                                                                             

3. Based on my knowledge, the financial statements, and other financial                                                             
information included in this annual 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 annual 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 annual 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 annual report (the                                                             
"Evaluation Date"); and c) Presented in this annual 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 annual 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: May 23, 2003                                                                                                                  

/s/ Martin Tutschek                                                                                                                 
Martin Tutschek, president and chief financial officer                                                                              

                                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.)                                                      

3(iv)             27                Amended Articles of Incorporation dated January 4, 2002.                                        

                               Material Contracts                                                                                   

10(iii)           *        Share Exchange Agreement dated February 26, 2001 between Delta                                           
                           Capital Technologies, Inc. and Shareholders of Au-Online.Com, Inc.                                       
                            (Incorporated by reference from Form 10QSB filed                                                        
                           with the SEC on May 21, 2001.)                                                                           

10(iv)            *        Stock Purchase and Sale Agreement dated May 4, 2001 between Delta                                        
                         Capital Technologies, Inc. and Shareholders of UMDN, Inc. (Incorporated by reference from Form 10-QSB filed
                           with the SEC on May 21, 2001.)                                                                           

10(iv)            *        Agreement rescinding Purchase and Sale Agreement of May 4, 2001,dated                                    
                           October 31, 2001. . (Incorporated by reference from the 10-QSB filed with                                
                           the SEC on June 6, 2002.)                                                                                

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.)                                                                           

10(x)             *        Debt Settlement Agreement dated November 11, 2002 between Delta                                          
                           Capital Technologies, Inc. and Jam Corporate Consultants Ltd.                                            

10(xi)            24       License Agreement between Delta Capital Technologies, Inc. and                                           
                           Net Cash Services. Inc.                                                                                  

99.1              33       Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002.         

                                STATE of DELAWARE                                                                                   
                           CERTIFICATE of AMENDMENT of                                                                              
                          CERTIFICATE of INCORPORATION                                                                              
                                       of                                                                                           
                                                   DELTA CAPITAL TECHNOLOGIES, INC.                                                 

* First: That at a meeting of the Board of Directors of Delta Capital                                                               
Technologies, Inc., held December 20, 2001, resolutions were duly adopted                                                           
setting forth proposed amendments of the Certificate of Incorporation of said                                                       
corporation, declaring said amendment to be advisable and resulting in the entry                                                    
of Shareholder Consents to Action without a Meeting by 50.22% of the holders of                                                     
the issued and outstanding shares of the corporation, said corporation thereby                                                      
approving the proposed actions. The resolution setting forth the proposed                                                           
amendment is as follows:                                                                                                            

Resolved, that the Certificate of Incorporation of the Corporation be amended by                                                    
changing the fourth paragraph, so that, as amended, the fourth paragraph of the                                                     
said Certificate of Incorporation shall be and read as follows: "The amount of                                                      
total authorized shares of stock of this corporation is 25,000,000 shares with a                                                    
par value of $0.001 per share."                                                                                                     

* Second: The necessary number of shares as required by statute were voted in                                                       
favor of the amendment.                                                                                                             

* Third: That the said amendment were duly adopted in accordance with the                                                           
provisions of Section 228 of the General Corporation Law of the State of                                                            
Delaware.                                                                                                                           

* Fourth: That the capital of said corporation shall not be reduced under or by                                                     
reason of said amendment.                                                                                                           

IN WITNESS WHEREOF, said Delta Capital Technologies, Inc. has caused this certificate to be signed by its Secretary this 4th  day   
of January, 2002                                                                                                                    

                            BY:   /s/ Judy A. Miller                                                                                
                                ------------------------------------------                                                          
                            Judy A. Miller, Secretary and Director                                                                  

                                LICENCE AGREEMENT                                                                                   

THIS AGREEMENT is dated for reference the 1st day of March 2003.                                                                    

BETWEEN:                                                                                                                            

                  DELTA  CAPITAL  TECHNOLOGIES,  INC.,  a company  duly  incorporated  under the laws of Delaware  and              
                  having offices located at Suite 440 - 375 Water Street, Vancouver, B.C., Canada V6B 5C6                           

                  (hereinafter called the "Purchaser")                                                                              

                                                                                                                 OF THE FIRST PART  
AND:                                                                                                                                

                  NET CASH SERVICES,  INC. a company duly incorporated  within the Province of British Columbia having              
                  an office located at 8948 Corona Place, Burnaby, British Columbia, NV3J 7A5                                       

                           (hereinafter together called the "Vendor" or `Principal")                                                

                                                                                                                OF THE SECOND PART  

WHEREAS:                                                                                                                            

A.                The Vendor has a license to sell and deploy the Triton product line of non-depository, indoor cash dispensers.    

B.          Vendor  has the right to enter into this  Agreement  and assign its  license to the  Purchaser  as long as  Purchaser   
   agrees to abide by and continue to uphold the terms and conditions set forth in the "Pricing  Agreement  Agreement"  (Schedule   
   "A");                                                                                                                            

C.       Based upon the representations and warranties set forth herein, the                                                        
         Purchaser has agreed to purchase from the Vendor and the Vendor has                                                        
         agreed to sell to the Purchaser, on the terms and conditions set forth                                                     
         herein, all Rights to sales and marketing of the Triton product line of                                                    
         non-depository, indoor cash dispensers for the sum of $50,000 USD (the                                                     
         "Purchase Price")                                                                                                          

         NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the                                                        
aforesaid agreements and the mutual covenants and conditions herein contained,                                                      
the Purchaser covenants and agrees with the Vendor, and the Vendor covenants and                                                    
agrees with the Purchaser as follows:                                                                                               

SECTION   1.                                                                                                                        
                         INTERPRETATION AND DEFINITIONS                                                                             

SECTION   1.1                       Definitions                                                                                     

         For all purposes of this Agreement:                                                                                        

(a)               "Closing Date" means the 31st day of March, 2003, or such other date as the Parties hereto may mutually agree;    

(b)               "Exchange" means the Over-The-Counter Bulletin Board Quote System.                                                

(c)               "Purchase Price" means, Fifty Thousand USD;                                                                       

(d)               "Purchaser" means DELTA CAPITAL TECHNOLOGIES, INC.                                                                

(e)               "Vendor" or "Vendors" means NET CASH SERVICES, INC.                                                               

SECTION   1.2                       Interpretation                                                                                  

         For all purposes of this Agreement, except as otherwise expressly                                                          
provided or unless the context otherwise requires:                                                                                  

(a)               "This Agreement" means this Agreement and all Schedules attached hereto;                                          

(b)               Any reference in this Agreement to a designated "Article",                                                        
                  "Section", "Schedule" or other subdivision refers to the                                                          
                  designated Article, Section, Schedule or other subdivision of                                                     
                  this Agreement;                                                                                                   

(c)               The headings used in this Agreement are for convenience only                                                      
                  and do not form a part of this Agreement and are not intended                                                     
                  to interpret, define or limit the scope, extent or intent of                                                      
                  this Agreement or any provision hereof;                                                                           

(d)    The words  "herein" and  "hereunder"  and other words of similar import refer to this Agreement as a whole and not to        
       any particular Article, Section or other subdivision of this Agreement;                                                      

(e)               Unless otherwise stipulated herein, all references to currency                                                    
                  are deemed to mean lawful money of the United States of                                                           
                  America and all amounts to be calculated or paid pursuant to                                                      
                  this Agreement are to be calculated in lawful money of the                                                        
                  United States of America;                                                                                         

(f)               The word "including", when following any general statement                                                        
                  term or matter, is not to be construed to limit such general                                                      
                  statement, term or matter to the specific items or matters set                                                    
                  forth immediately following such work or to similar items or                                                      
                  matters, whether or not non-limited language (such as "without                                                    
                  limitation" or "but not limited to" or words of similar                                                           
                  import) is used with reference thereto but rather refers to                                                       
                  all other items or matters that could reasonably fall within                                                      
                  the broadest possible scope of such general statement, term or                                                    
                  matter;                                                                                                           

(g)               Any reference to a statute includes and, unless otherwise                                                         
                  specified herein, is a reference to such statute and to the                                                       
                  regulations made pursuant thereto, with all amendments made                                                       
                  thereto and in force from time to time, and to any statute or                                                     
                  regulations that may be passed which has the effect of                                                            
                  supplementing or superseding such statute or such regulation;                                                     

(h)     Words  importing the  masculine  gender  include the feminine or neuter gender and words in the singular  include the       
        plural, and vice versa; and                                                                                                 

(i)               "Person" means an individual, corporation, body corporate,                                                        
                  partnership, joint venture, association, trust or                                                                 
                  unincorporated organization or any trustee, executor,                                                             
                  administrator or other legal representative.                                                                      

SECTION   1.3                       Schedules                                                                                       

The following are the Schedules to this Agreement, and are incorporated herein                                                      
by reference:                                                                                                                       

         Schedule "A":     Pricing Agreement                                                                                        

         Schedule "B": License to sell the Triton product line of                                                                   
non-depository, indoor cash dispensers.                                                                                             

SECTION   2.                                                                                                                        
                                PURCHASE AND SALE                                                                                   

SECTION   2.1              Purchase and Sale                                                                                        

A.                         Based upon the representations, warranties and                                                           
                           covenants of the parties herein contained and subject                                                    
                           to the conditions herein contained, the Purchaser                                                        
                           hereby purchases and the Vendor hereby sells the                                                         
                           rights to Market and Sell, the Triton product line of                                                    
                           non-depository, indoor cash dispensers.                                                                  

                  B        Consideration                                                                                            

In consideration of the purchase and sale herein contemplated and in complete                                                       
satisfaction of the purchase price for the Technology Licence the Purchaser                                                         
shall:                                                                                                                              

(a)   Advance  Fifty  Thousand (USD  $50,000) for the  Marketing  and Sales  Licence  rights to the Triton  product line of         
      non-depository, indoor cash dispensers.                                                                                       

SECTION   3.                                                                                                                        
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER                                                               

SECTION   3.1              Purchaser's Representations and Warranties                                                               

The Purchaser represents and warrants to The Vendor as continuing                                                                   
representations and warranties which are true and correct on the date hereof or,                                                    
if any such representation and warranty is expressed to be made and given in                                                        
respect of a particular date other than the date hereof, then such                                                                  
representation and warranty shall be true and correct on such date, and all                                                         
representations and warranties herein shall be true and correct on each day                                                         
thereafter to and including the Closing Date with the same effect as if made and                                                    
given on and as of each such day, that:                                                                                             

(a)               The Purchaser is a company duly incorporated, validly existing                                                    
                  and in good standing under the laws of Delaware and has the                                                       
                  necessary corporate capacity and is fully qualified in each                                                       
                  jurisdiction in which it carries on business or holds assets                                                      
                  to carry on the business which it now carries on and to hold                                                      
                  the assets which it now holds;                                                                                    

(b)               The Purchaser holds all permits, licenses, consents and                                                           
                  authorities issued by any government or governmental authority                                                    
                  which are necessary in connection with the operation of its                                                       
                  business and of the ownership of its business and of the                                                          
                  ownership of its properties and assets;                                                                           

(c)               The Purchaser has not declared or paid any dividends of any                                                       
                  kind nor declared nor made any other distributions or any kind                                                    
                  whatsoever including, without limitation, by way of redemption                                                    
                  or repurchase of the Purchaser's Common Shares or reduction of                                                    
                  capital;                                                                                                          

(d)               There has been no material adverse change in the financial                                                        
                  condition and position of the Purchaser and no damage, loss                                                       
                  destruction or other change in circumstances materially                                                           
                  affecting the business, property or assets of the Purchaser or                                                    
                  its right or capacity to carry on business since the date of                                                      
                  the Financial Statements of the Purchaser;                                                                        

(e)               The Purchaser has not engaged in any transaction nor made any                                                     
                  disbursement or assumed or incurred any liability or                                                              
                  obligation or made any commitment, including, without                                                             
                  limitation, any forward purchase commitment or similar                                                            
                  obligation, to make any expenditure which would materially                                                        
                  adversely affect its operations, property, assets or financial                                                    
                  condition;                                                                                                        

(f)               The Purchaser has not purchased, leased or acquired or agreed                                                     
                  to purchase, lease or acquire, any additional property or                                                         
                  assets and has not sold, transferred, disposed, mortgaged,                                                        
                  pledged, charged, leased or otherwise encumbered, or agreed to                                                    
                  sell, transfer, dispose of, mortgage, pledge, charge, lease or                                                    
                  otherwise encumber, any of its property or assets other than                                                      
                  those acquired by it or sold, disposed of or encumbered by it                                                     
                  in the course of its normal and ordinary day to day business;                                                     

(g)    The Purchaser has not waived or surrendered  any right of substantial  value and has not made any gift of money or of        
       any of its property or assets;                                                                                               

(h)               The Purchaser has carried on its business in the normal course;                                                   

(i)               Other than previously disclosed by the Purchaser to The                                                           
                  Vendor, The Purchaser does not have outstanding any continuing                                                    
                  contractual obligations whatsoever relating to or affecting                                                       
                  the conduct of its business or any of its property or assets                                                      
                  or for the purchase, sale or leasing of any property other                                                        
                  than those contracts entered into by it in the course of its                                                      
                  normal and ordinary day to day business;                                                                          

(j)               Other than previously disclosed by the Purchaser to The Vendor                                                    
                  and the Principals, there are no management contracts or                                                          
                  consulting contracts to which the Purchaser is a party or by                                                      
                  which it is bound, no amount is payable or has been agreed to                                                     
                  be paid by the Purchaser to any person as remuneration,                                                           
                  pension, bonus, share of profits or other similar benefit, and                                                    
                  no director, officer or member, or former director, officer or                                                    
                  member, of the Purchaser, nor any associate or affiliate of                                                       
                  any such person, has any claims of any nature against, or is                                                      
                  indebted to the Purchaser;                                                                                        

(k)                                                                                                                                 

 The Purchaser is not in default  under or in breach of, or would,  after notice                                                    
or lapse of time or both,  be in default under or in breach of, and neither this                                                    
Agreement nor the  consummation  of the  transactions  contemplated  hereby will                                                    
conflict with,  constitute a default  under,  result in a breach of, entitle any                                                    
person or company to a right of termination  under, or result in the creation or                                                    
imposition of any lien, encumbrance or restriction of any nature whatsoever upon                                                    
or  against  the  property  or assets  of the  Purchaser  under  its  constating                                                    
documents, any contract, agreement, indenture or other instrument to which it is                                                    
a party or by which it is bound, any law, judgment,  order, writ,  injunction or                                                    
decree of any court,  administrative  agency or other tribunal or any regulation                                                    
of any governmental authority, and all such contracts,  agreements,  indentures,                                                    
or other  instruments  are in good standing and the Purchaser is entitled to all                                                    
benefits thereunder;                                                                                                                

(l)               There are no actions, suits proceedings or investigations                                                         
                  pending to the knowledge of the Purchaser, threatened against                                                     
                  or affecting the Purchaser, at law or in equity, before or by                                                     
                  any court, administrative agency or other tribunal or any                                                         
                  governmental authority, other than as previously disclosed to                                                     
                  the Principal;                                                                                                    

(m)               The Purchaser has good and marketable title or leasehold title                                                    
                  to all of its properties and assets shown or reflected in the                                                     
                  Financial Statements of the Purchaser and such properties and                                                     
                  assets are free and clear of any liens, charges or                                                                
                  encumbrances;                                                                                                     

(n)               The Financial Statements of the Purchaser are true and correct                                                    
                  in every material respect, were prepared in accordance with                                                       
                  generally accepted accounting principles and fairly reflect                                                       
                  the business, property, assets and financial position of the                                                      
                  Purchaser as at the date of the Financial Statements of the                                                       
                  Purchaser and the results of its operations for the period                                                        
                  then ended and there are no liabilities of the Purchaser,                                                         
                  contingent or otherwise, not reflected in the Financial                                                           
                  Statements of the Purchaser;                                                                                      

(o)               There are no contractual obligations of the Purchaser                                                             
                  considered onerous by the Purchaser which have not been                                                           
                  disclosed to the Principal and the Purchaser has no                                                               
                  information or knowledge of facts pertaining to the Purchaser                                                     
                  which, if known to The Vendor, might reasonably be expected to                                                    
                  deter The Vendor from completing the transactions contemplated                                                    
                  hereby;                                                                                                           

(p)     That no change  will occur in the  constating  documents  or Articles  of the  Purchaser  from the date hereof to the       
        Closing Date; and                                                                                                           

(q)               The Purchaser is a corporation duly organized, validly                                                            
                  existing and in good standing under the laws of the State of                                                      
                  Delaware and is duly qualified as a foreign corporation in all                                                    
                  jurisdictions in which the failure to so qualify would have a                                                     
                  material adverse effect on the Company and its subsidiaries                                                       
                  taken as a whole. The Company is not an investment company                                                        
                  subject to reporting requirements of the Investment Company                                                       
                  Act of 1940. The Company is not a development stage company                                                       
                  that either has no specific business plan or purpose or has                                                       
                  indicated that its business is to engage in a merger or                                                           
                  acquisition with an unidentified company or companies, or                                                         
                  other entity or person.                                                                                           

SECTION   3.2              Covenants of the Purchaser                                                                               

The Purchaser covenants and agrees with the Vendor that:                                                                            

(a)               The Purchaser will, both before and after the Closing Date,                                                       
                  execute and do all such further deeds, things and assurances                                                      
                  as may be required in the reasonable opinion of the Vendor's                                                      
                  counsel for more perfectly consummating the transactions                                                          
                  contemplated herein;                                                                                              

(b)               If required by the Regulatory Authorities or considered                                                           
                  necessary or appropriate by the Purchaser's Counsel, the                                                          
                  Purchaser will forthwith take steps to convene either an                                                          
                  annual general meeting or an extraordinary general meeting of                                                     
                  its shareholders at the earliest opportunity and shall use its                                                    
                  best efforts to obtain the approval by the shareholders of the                                                    
                  terms of this Agreement;                                                                                          

SECTION   3.3              Negative Covenants                                                                                       

                  The Purchaser further covenants and agrees with the Principal                                                     
                  and The Vendor that it will not, prior to the Closing Date,                                                       
                  except with the prior written consent of The Vendor;                                                              

(a)               Make or assume any commitment, obligation or liability which                                                      
                  is outside of the usual and ordinary course of the business of                                                    
                  the Purchaser and for the purpose of carrying on the same, but                                                    
                  the Purchaser will operate its properties and carry on its                                                        
                  business as heretofore and will maintain all of its                                                               
                  properties, rights and assets in good order and repair;                                                           

(b) Declare or pay any dividends on its common shares or make any other  distributions  or  appropriations  of profits or           
    capital;                                                                                                                        

SECTION   4.                                                                                                                        
                                   CONDITIONS                                                                                       

SECTION   4.1              Purchaser's Conditions                                                                                   

                  The obligations of the Purchaser to complete the transactions                                                     
                  contemplated hereby are subject to the following conditions                                                       
                  (which are for the exclusive benefit of the Purchaser) having                                                     
                  been satisfied or expressly waived in writing by the                                                              
                  Purchaser:                                                                                                        

(a)               Prior to the Closing Date the Purchaser shall not have become                                                     
                  aware of any breach of any of the covenants, warranties or                                                        
                  representations of the Vendor set forth in PARTS 5 and 6                                                          
                  hereof;                                                                                                           

(b)               All of the covenants and agreements of the Vendor to be                                                           
                  observed or performed on or before the Closing Date pursuant                                                      
                  to the terms hereof shall have been duly observed or                                                              
                  performed; and                                                                                                    

(c)               Such documents and other materials (including any materials                                                       
                  requested for the Purchaser's due diligence purposes) in form                                                     
                  and content necessary to transfer the specific Sales and                                                          
                  Marketing Licence from the Vendors to the Purchaser as                                                            
                  Purchaser's counsel considers appropriate shall have been                                                         
                  delivered by the Vendors to the Purchaser.                                                                        

SECTION   4.2              Vendor's Conditions                                                                                      

                  The obligations of the Vendor to complete the transactions                                                        
                  contemplated hereby are subject to the following conditions                                                       
                  (which are for the exclusive benefit of the Vendor) having                                                        
                  been satisfied or expressly waived in writing by the Vendor:                                                      

(a)               That this Agreement and all documents prepared in connection                                                      
                  with this Agreement have been duly executed and authorized and                                                    
                  are valid and binding on the Purchaser in accordance with                                                         
                  their terms;                                                                                                      

(b)               All consents, approvals and authorizations of the Regulatory                                                      
                  Authorities required in connection with the transactions                                                          
                  herein contemplated have been obtained and are in full force;                                                     

(c)     Prior to or on the Closing Date the Vendors  shall not have become aware of any breach of any of the  warranties  and       
        representations of the Purchaser set forth in Section 3;                                                                    

(d)     All of the  covenants  and  agreements  of the  Purchaser  to be observed or  performed on or before the Closing Date       
        pursuant to the terms hereof shall have been duly observed or performed;                                                    

(e)     The  Purchaser  has  delivered  to the  Vendors on the Closing  Date all of the  documents  required to be  delivered       
        hereunder; and                                                                                                              

(f)               The transactions contemplated by this Agreement shall have                                                        
                  been approved by those Regulatory Authorities having                                                              
                  jurisdiction on conditions reasonably acceptable to the                                                           
                  Vendors.                                                                                                          

SECTION   4.3              Closing Documents                                                                                        

                  On the Closing Date the Vendor shall deliver to the Purchaser                                                     
                  and the Purchaser shall deliver to the Vendor, the documents                                                      
                  and other materials as more particularly set forth in Schedule                                                    
                  "A" and "B" attached hereto and forming a part hereof.                                                            

SECTION   5.                                                                                                                        
                       COVENANTS OF THE PRINCIPAL & VENDOR                                                                          

SECTION   5.1              Vendor's and Principal's Covenants                                                                       

                      SECTION 5.2 The Principal and the Vendor hereby covenant                                                      
and agree with The Purchaser that:                                                                                                  

(a)               The Vendor is the sole and exclusive owner of any and all                                                         
                  Licence rights as set forth in Schedule "A" and that the                                                          
                  Vendor has validly obtained and is duly vested with the right                                                     
                  to sell licence and that the Vendor has full right and                                                            
                  authority to enter into this Agreement;                                                                           

SECTION   6.                                                                                                                        
                         REPRESENTATIONS AND WARRANTIES                                                                             

SECTION  6.1      Vendor's Representations and Warranties                                                                           

The Vendor represents and warrants to the Purchaser as continuing                                                                   
representations and warranties, which are true and correct on the date hereof                                                       
or, if any such representation and warranty is expressed to be made and given in                                                    
respect of a particular date other than the date hereof, then such                                                                  
representation and warranty shall be true and correct on such date, and all                                                         
representations and warranties herein shall be true and correct on each day                                                         
thereafter to and including the Closing Date with the same effect as if made and                                                    
given on and as of each such day, that:                                                                                             

(a)               The Vendor will ensure that any applicable trade names are                                                        
                  transferred to the Purchaser in connection with the Licence                                                       
                  contemplated hereby, and that if deemed advisable, the Vendor                                                     
                  will obtain registration of such trade names or trade styles;                                                     

(b)               The Vendor holds all permits, licenses, consents and                                                              
                  authorities issued by any government or governmental authority                                                    
                  which are necessary in connection with the operation of its                                                       
                  business and of the ownership of its business and of the                                                          
                  ownership of its properties and assets;                                                                           

(c)               There has been no material adverse change in the financial                                                        
                  condition and position of the Vendor and no damage, loss                                                          
                  destruction or other change in circumstances materially                                                           
                  affecting the Technology or the Vendor's right or capacity to                                                     
                  carry on business since the date of the last Financial                                                            
                  Statements of the Vendor;                                                                                         

(d)               The Vendor has not engaged in any transaction nor made any                                                        
                  disbursement or assumed or incurred any liability or                                                              
                  obligation or made any commitment, that has not already been                                                      
                  disclosed to Purchaser including, without limitation, any                                                         
                  forward purchase commitment or similar obligation, to make any                                                    
                  expenditure which would materially adversely affect the                                                           
                  License;                                                                                                          

(e)               Other than as set forth herein, the Vendor has not purchased,                                                     
                  leased or acquired or agreed to purchase, lease or acquire,                                                       
                  any additional property or assets and has not sold,                                                               
                  transferred, disposed, mortgaged, pledged, charged, leased or                                                     
                  otherwise encumbered, or agreed to sell, transfer, dispose of,                                                    
                  mortgage, pledge, charge, lease, license, sub-license or                                                          
                  otherwise encumber, any of its property or assets other than                                                      
                  those acquired by it or sold, disposed of or encumbered by it                                                     
                  in the course of its normal and ordinary day to day business;                                                     

(f)               The Vendor has carried on its business in the normal course;                                                      

(g)               The Vendor does not have outstanding any continuing                                                               
                  contractual obligations whatsoever relating to or affecting                                                       
                  the Technology other than those contracts entered into by it                                                      
                  in the course of its normal and ordinary day to day business;                                                     

(h)               The Vendor is not in default under or in breach of, or would,                                                     
                  after notice or lapse of time or both, be in default under or                                                     
                  in breach of, and neither this Agreement nor the consummation                                                     
                  of the transactions contemplated hereby will conflict with,                                                       
                  constitute a default under, result in a breach of, entitle any                                                    
                  person or company to a right of termination under, or result                                                      
                  in the creation or imposition of any lien, encumbrance or                                                         
                  restriction of any nature whatsoever upon or against the                                                          
                  License.                                                                                                          

(i)               There are no actions, suits proceedings or investigations                                                         
                  pending to the knowledge of the Vendor or the Principal,                                                          
                  threatened against or affecting the Vendor, at law or in                                                          
                  equity, before or by any court, administrative agency or other                                                    
                  tribunal or any governmental authority;                                                                           

(j)               The Vendor has good and marketable title to the License.                                                          

(k)               With respect to the Technology, there are no contractual                                                          
                  obligations of the Vendor considered onerous by the Vendor or                                                     
                  the Principal, acting reasonably, which have not been                                                             
                  disclosed to the Purchaser and the Principal and the Vendor                                                       
                  have no information or knowledge of facts pertaining to the                                                       
                  Vendor which, if known to the Purchaser, might reasonably be                                                      
                  expected to deter the Purchaser from completing the                                                               
                  transactions contemplated hereby;                                                                                 

SECTION   7.                                                                                                                        
                                   TERMINATION                                                                                      

SECTION           7.1 Method of Termination. This Agreement may be terminated by                                                    
                  either Party hereto if and only if the other Party (the                                                           
                  "Defaulting Party") is in material breach of any of its                                                           
                  obligations hereunder and fails to remedy such breach within                                                      
                  60 days following receipt by the Defaulting Party of written                                                      
                  notice from the non-defaulting Party advising of such breach.                                                     

 SECTION 7.2 Event of Default.  This Agreement will  automatically  terminate if                                                    
the Purchaser becomes insolvent,  bankrupt  -----------------  or subject to the                                                    
provisions  of  the  Winding-up  Act,  Company  Creditors   Arrangement  Act  or                                                    
Bankruptcy  Act,   including  but  without   limitation,   if  any  composition,                                                    
arrangement,  proposal or petition under the bankruptcy  laws is entered into or                                                    
filed  by or  against  it or  if a  receiver,  receiver-manager  or  trustee  in                                                    
bankruptcy  or similar  officer is appointed  to take charge of the  Purchaser's                                                    
affairs or if dissolution  proceedings are commenced by or against the Purchaser                                                    
or if the Purchaser goes into liquidation,  either voluntarily or under an order                                                    
of a court of competent  jurisdiction,  of if it makes a general  assignment for                                                    
the benefit of creditors or otherwise acknowledges its insolvency.                                                                  

SECTION           7.3 Confidential Information. Upon any termination of this                                                        
                  Agreement, the Purchaser will forthwith return to the Vendor                                                      
                  all documents, instruments, drawings, plans or other materials                                                    
                  containing confidential information relating to the                                                               
                  Technology, whether such confidential material is in its                                                          
                  possession or in the possession of any licensee or any other                                                      
                  person.                                                                                                           

SECTION   8.                                                                                                                        
                                                       GENERAL                                                                      

SECTION           8.1 Survival of Covenants, Representations and Warranties. The                                                    
                  covenants, representations and warranties of the Purchaser and                                                    
                  the Vendor contained herein or in certificates or documents                                                       
                  delivered pursuant to or in connection with this Agreement                                                        
                  will survive the completion of this Agreement and,                                                                
                  notwithstanding the completion of the transactions                                                                
                  contemplated in this Agreement, will continue in full force                                                       
                  and effect from and after the date of this Agreement.                                                             

SECTION   8.2    Indemnity to The Purchaser.  Without  prejudicing  any other remedy  available to the Purchaser at law or in       
                 --------------------------                                                                                         

 equity,  the  Vendor  covenants  and  agrees on demand  to  indemnify  and hold                                                    
harmless the Purchaser from and against all losses,  judgments,  amounts paid in                                                    
settlement  of  actions  or  claims,   liabilities  (whether  accrued,   actual,                                                    
contingent  or  otherwise),  claims,  costs,  deficiencies,   damages,  expenses                                                    
(including  but not limited to legal fees and  disbursements  on a solicitor and                                                    
his own client basis),  demands and injury in any manner accruing from,  arising                                                    
out of or with respect to or relating to any  representation  or warranty of the                                                    
Vendor  contained  herein being untrue or incorrect or its failure to observe or                                                    
perform any of its obligations pursuant to this Agreement or any other agreement                                                    
or instrument executed and delivered by it pursuant to this Agreement.                                                              

SECTION           8.3 Notices. Every notice, request, demand, direction or other                                                    
                  communication required or permitted to be given pursuant to                                                       
                  this Agreement by any party to another will be deemed to be                                                       
                  well and sufficiently given if in writing and delivered or                                                        
                  transmitted by facsimile to the parties at the addresses first                                                    
                  above written or to such other address as is specified by the                                                     
                  particular party by notice to the others, and any such notice                                                     
                  shall be deemed to be received on the day of such delivery.                                                       

SECTION           8.4 Amendment or Termination. Except as otherwise provided                                                        
                  herein, this Agreement may not be amended or terminated except                                                    
                  by an instrument in writing executed by both parties hereto.                                                      

SECTION   8.5       Transfer or Assignment.  This  Agreement and the rights  hereunder may not be transferred or assigned by any    
                           ----------------------                                                                                   
                  party without the written consent of both parties.                                                                

SECTION           8.6 Further Agreements. The Parties hereto agree that they                                                        
                  will prepare, execute and deliver such further or other                                                           
                  agreements as may be necessary or expedient to give effect to                                                     
                  the transactions contemplated hereunder.                                                                          

SECTION           8.7 Governing Law. This Agreement is and will be deemed to                                                        
                  have been made in Nevada and for all purposes will be governed                                                    
                  exclusively by and construed and enforced in accordance with                                                      
                  the laws prevailing in Delaware and British Columbia and the                                                      
                  rights and remedies of the parties will be determined in                                                          
                  accordance with those laws.                                                                                       

SECTION           8.8 Cumulative Remedies. The rights of the parties provided in                                                    
                  this Agreement are cumulative and no exercise or enforcement                                                      
                  by the parties of any right or remedy under this Agreement                                                        
                  will preclude the exercise or enforcement by the parties of                                                       
                  any other right or remedy under this Agreement or otherwise                                                       
                  available to the parties at law or in equity.                                                                     

SECTION           8.9 Counterparts. This Agreement may be executed in any number                                                    
                  of counterparts with the same effect as if both parties to                                                        
                  this Agreement had signed the same document and all                                                               
                  counterparts will be construed together and constitute one and                                                    
                  the same instrument.                                                                                              

SECTION   8.10             Time.  Time is of the essence in the performance of each obligation under this Agreement.                
                           ----                                                                                                     

SECTION           8.11 Further Assurances. The parties hereto will execute and                                                      
                  deliver all such further documents and instruments and do all                                                     
                  such further acts and things as any other party reasonably                                                        
                  requests to evidence, carry out and give full effect to the                                                       
                  terms, conditions, intent and meaning of this Agreement.                                                          

Enurement.  This  Agreement will enure to the benefit of and be binding on the                                                      
respective  successors and permitted  assignees of both                                                                             
---------                                                                                                                           
parties.                                                                                                                            

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the                                                    
day and date first above written.                                                                                                   

THE COMMON SEAL OF                          )                                                                                       
DELTA CAPITAL TECHNOLOGIES, INC. )                                                                                                  
was hereunto affixed in the                          )                                                                              
presence of:                                         )                                                                              
                                                              )                 C/S                                                 
                                                              )                                                                     
Authorized Signatory                                 )                                                                              

THE COMMON SEAL OF                                                                                                                  
NET CASH SERVICES, INC.             )                                                                                               
was hereunto affixed in the presence of:    )                                                                                       
                                                     )                                                                              
                                                              )                 C/S                                                 
-----------------------------------------------------------                                                                         
Authorized Signatory                                 )                                                                              

EXHIBIT 99.1                                                                                                                        

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,                                                                   
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002                                                                     

In connection with the annual report of the Delta Capital Technologies, Inc.                                                        
("Company") on Form 10-KSB for the period ending December 31, 2002 as filed with                                                    
the Commission on the date hereof, I, Martin Tutschek, president and chief                                                          
financial officer of the Company, certify, pursuant to 18 U.S.C. section 1350,                                                      
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:                                                         

(1) This 10-KSB complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act; and                      

(2) The financial information contained in this Form 10-KSB fairly presents, in                                                     
all material respects, the financial condition and result of operations of the                                                      
Company.                                                                                                                            

/s/ Martin Tutschek                                                                                                                 
Martin Tutschek, President and Chief Financial Officer                                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		5/23/03		16
Filed on:		5/21/03		1		16
		5/16/03		4
		3/7/03		16
		1/7/03		16
		1/1/03		2		16
For Period End:		12/31/02		1		16			10KSB/A,  NT 10-K,  NT 10-K/A
		12/7/02		2
		11/11/02		16
		6/6/02		16					10QSB
		4/15/02		15					8-K
		3/12/02		2
		3/8/02		16
		1/10/02		16
		1/9/02		16
		1/8/02		16					8-K
		1/4/02		2		16			8-K
		12/31/01		2		15			10KSB,  NT 10-K
		12/20/01		16
		12/15/01		12
		11/1/01		2
		10/31/01		16
		5/21/01		1		16			10QSB
		5/4/01		2		16
		3/31/01		16					10QSB,  8-K,  NT 10-Q
		3/30/01		16
		2/26/01		2		16
		1/12/01		2
		1/1/01		15
		10/27/00		2					8-K
		4/19/00		2
		3/31/00		16					10QSB,  NT 10-Q
		3/16/00		16
		1/7/00		16
		1/5/00		16					10SB12G/A
		12/31/99		16					10KSB
		12/30/99		16
		9/15/99		16
		9/2/99		2
		8/11/99		16
		6/1/99		2
		8/26/98		16
		4/23/98		16
		3/4/98		2		16
									List all Filings

26 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/12/24  Bitech Technologies Corp.         424B3                  1:1.9M                                   M2 Compliance LLC/FA
 4/01/24  Bitech Technologies Corp.         10-K       12/31/23   46:5.3M                                   M2 Compliance LLC/FA
11/16/23  Bitech Technologies Corp.         424B3                  1:388K                                   M2 Compliance LLC/FA
11/14/23  Bitech Technologies Corp.         10-Q        9/30/23   35:2.2M                                   M2 Compliance LLC/FA
 8/23/23  Bitech Technologies Corp.         424B3                  1:612K                                   M2 Compliance LLC/FA
 8/15/23  Bitech Technologies Corp.         10-Q        6/30/23   37:2.4M                                   M2 Compliance LLC/FA
 6/05/23  Bitech Technologies Corp.         424B3       6/02/23    1:346K                                   M2 Compliance LLC/FA
 5/15/23  Bitech Technologies Corp.         10-Q        3/31/23   36:2M                                     M2 Compliance LLC/FA
 4/12/23  Bitech Technologies Corp.         424B3                  1:1.8M                                   M2 Compliance LLC/FA
 3/31/23  Bitech Technologies Corp.         10-K       12/31/22   37:3.3M                                   M2 Compliance LLC/FA
11/10/22  Bitech Technologies Corp.         10-Q        9/30/22   39:2.9M                                   M2 Compliance LLC/FA
10/05/22  Bitech Technologies Corp.         S-1/A                 44:6M                                     M2 Compliance LLC/FA
10/05/22  Bitech Technologies Corp.         10-Q/A      3/31/22   40:2.6M                                   M2 Compliance LLC/FA
 9/26/22  Bitech Technologies Corp.         S-1/A                 45:6M                                     M2 Compliance LLC/FA
 9/26/22  Bitech Technologies Corp.         10-Q/A      3/31/22   37:2.1M                                   M2 Compliance LLC/FA
 8/15/22  Bitech Technologies Corp.         S-1                   49:6.4M                                   M2 Compliance LLC/FA
 8/05/22  Bitech Technologies Corp.         10-Q        6/30/22   39:2.8M                                   M2 Compliance LLC/FA
 5/06/22  Bitech Technologies Corp.         10-Q        3/31/22   42:2.1M                                   M2 Compliance LLC/FA
 4/04/22  Bitech Technologies Corp.         8-K:1,2,3,5 3/30/22   22:2.1M                                   M2 Compliance LLC/FA
 3/16/22  Bitech Technologies Corp.         10-K       12/31/21   48:2.5M                                   Federal Filings, LLC/FA
11/12/21  Bitech Technologies Corp.         10-Q        9/30/21   36:1.7M                                   Federal Filings, LLC/FA
 7/30/21  Bitech Technologies Corp.         10-Q        6/30/21   36:1.6M                                   Federal Filings, LLC/FA
 5/14/21  Bitech Technologies Corp.         10-Q        3/31/21   35:1.2M                                   Federal Filings, LLC/FA
 3/26/21  Bitech Technologies Corp.         10-K       12/31/20   53:2.4M                                   Federal Filings, LLC/FA
11/13/20  Bitech Technologies Corp.         10-Q        9/30/20   34:1.5M                                   Federal Filings, LLC/FA
 8/14/20  Bitech Technologies Corp.         10-Q        6/30/20   35:1.4M                                   Federal Filings, LLC/FA