Form: 10QSB

Optional form for quarterly and transition reports of small business issuers

December 23, 2002

10QSB: Optional form for quarterly and transition reports of small business issuers

Published on December 23, 2002

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB


(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2002.

[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______ to ______ .


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


DELTA CAPITAL TECHNOLOGIES, INC.
----------------------------------
(Exact name of small business issuer as specified in its charter)




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




Suite 700-1006 Beach Avenue, Vancouver, B.C., Canada V6E 1T7
--------------------------------------------------------------
(Address of principal executive office) (Zip Code)


1-866-688-6300
(Issuer's telephone number)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes XX No
-- -----


The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of December 20, 2002 was 4,968,424

1




TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS..............................................3

ITEM 2. PLAN OF OPERATION.................................................5


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.................................................7

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS..........................7

ITEM 5. OTHER INFORMATION.................................................8

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................8

SIGNATURES.................................................................9

CERTIFICATIONS. . . . . . . . . . . . . . . ....... . . . . . . . . . . . .9

INDEX TO EXHIBITS.........................................................10












[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

2




ITEM 1. FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Delta Capital Technologies, Inc., a
Delaware corporation and predecessors unless otherwise indicated. Unaudited,
condensed interim financial statements including a balance sheet for the Company
as of September 30, 2002, and statements of operations, and statements of cash
flows for the interim period up to the date of such balance sheet and the
comparable period of the preceding year are attached hereto as Pages F-1 through
F- 7 and are incorporated herein by this reference.



FORWARD-LOOKING STATEMENTS

Statements in this report, to the extent they are not based on historical
events, constitute forward looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs expenditures, the evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or other
business plans. We used herein, such statements may us words such as "may",
"will", "expect", "believe", "plan" and similar terminology. These statements
reflect managements current expectations regarding future events and operating
performance and speak only as of the date hereof. Investors are cautioned that
forward -looking statements are subject to an inherent risk that actual results
may vary materially from those described herein. Factors that may result in such
variance, in addition to those accompanying the forward -looking statements,
include changes in international, national and local business and economic
condition, competition, changes in interest rates, actions by competitors,
actions by government authorities, uncertainties associated with legal
proceedings, technological development, future decisions by management in
response to changing conditions and misjudgements in the course of preparing
forward-looking statements. The foregoing list of factors is not exhaustive.
























3








INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE


Balance Sheets..............................................................F-2

Statements of Operations....................................................F-3

Statements of Changes in Stockholders' Equity...............................F-4

Statements of Cash Flows....................................................F-5

Notes to Unaudited Financial Statements..................................F-6-F7






























F-1




DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, 2002 AND DECEMBER 31, 2001





September December 31,
30, 2002 2001
(Unaudited)
=================== ==================
ASSETS
Current assets
Cash $ 23,972 $ 452
Accounts receivable 4,318 -
Deposits 3,268 3,268
Loans receivable 7,087 -
------------------- ------------------
Total Current Assets 38,645 3,720
Fixed Assets, net of accumulated depreciation 24,402 -
$ 63,047 $ 3,720
=================== ==================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable $ 319,661 $ 290,183
Notes payable, due on demand 20,000 20,000
Advances 165,698 111,513
Advances from shareholders 1,000 20,774
Deposits 2,500 -
Loan Payable 13,066
------------------- ------------------
Total current liabilities 521,925 442,470
Minority interest - -

Stockholder's Equity (Deficit) Common stock, $.001 par value, 25,000,000 shares
authorized; 4,574,742 and 722,257 issued and outstanding at
September 30, 2002 and December 31, 2001 respectively. 4,575 722
Additional paid-in capital 7,049,085 6,657,442
Deficit accumulated during the development stage (7,512,538) (7,096,914)

(458,878) (438,750)
$ 63,047 $ 3,720
=================== ==================
The accompanying notes are an integral part of these financial statements

F-2






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

Cumulative
during the Three Months Ended Nine Months Ended
September September September September
Development 30 30 30 30
Stage 2002 2001 2002 2001
---------------- ----------------------------- -------------------------------

Revenue $ 641,578 $ 26,466 11,958 $ 48,670 20,264

Expenses
General and administrative (370,635)
Ad Admini (2,219,119) (165,707) (282,537) _8)8)8 (653,100)
Goodwill amortization (209,457) - (169,065) - (202,879)
Investment amortization (902,777) - - - -
License agreement
amortization (12,199) - - - -
Interest expense (50,514) - (7,024) - (10,710)
Write off of Investment (4,666,391) - - - -
Depreciation (1,432) - (1,432) -
Goodwill impairment (92,227) - (92,227) -

---------------- ----------------------------- -------------------------------
Total expenses (8,154,116) (165,707) (458,626) (464,294) (866,689)
---------------- ----------------------------- -------------------------------
Loss before minority
interest (7,512,538) ( 139,241) (446,668) (415,624) (846,425)
Minority interest in
subsidiary loss - - 5,488 - 5,488
et loss
N $ (7,512,538) $ (139,241) $(441,180) $ (415,624) (840,937)
================ ============================= ===============================


Basic and diluted loss per share $ (10.55) $ (0.03) (0.75) $ (0.14) (1.44)
================ ============================= ===============================





The accompanying notes are an integral part of these financial statements




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


F-3








For the period from March 4, 1998 (Date of Incorporation) to September 30, 2002

Additional Paid- Accumulated
Common Stock in Capital Deficit
------------------- -----------------
Shares Amount Total
-------------- ----------- -------------
$ $ $ $
Balance, March 4, 1998 - - - - -

Issuance of stock for services (Mar. 1998) 800,000 800 (593) - 207
Issuance of stock for cash (Jun. 1998) 8,000,000 8,000 52,000 - 60,000
Net loss for the period - - (39,281) (39,281)
- -------------------------------------------------- -------------- ----------- ----------- ----------------- -------------
Balance, December 31, 1998 8,800,000 8,800 51,407 (39,281) 20,926

Issuance of stock (Sept. 1999) 5,300,000 5,300 2,496,692 - 2,501,992
Cancellation of stock (Dec. 1999) (300,000) (300) (1,692) - (1,992)
Net loss for the period - - - (652,472) (652,472)
- -------------------------------------------------- -------------- ----------- ----------- ----------------- -------------
Balance, December 31, 1999 13,800,000 13,800 2,546,407 (691,753) 1,868,454

Issuance of stock in exchange for Matridigm Corp. (Jan. 200500,000 500 999,500 - 1,000,000
Issuance of stock for cash (Feb. 2000) 26,000 26 51,974 - 52,000
Issuance of stock for cash (Mar. 2000) 200,000 200 341,800 - 342,000
Issuance of stock for cash (Mar. 2000) 62,500 62 124,938 - 125,000
Issuance of stock for cash (May 2000) 226,000 226 451,774 - 452,000
Issuance of stock for payment of debt (Jun. 2000) 136,754 137 410,125 - 410,262
Issuance of stock for cash (Jul. 2000) 500,000 500 499,500 - 500,000
Issuance of stock for services (Aug. 2000) 350,000 350 304,650 - 305,000
Issuance of stock for payment of debt (Nov. 2000) 6,925,250 6,925 339,337 - 346,262
Cancellation of stock (Dec. 2000) (5,000,000) (5,000) 5,000 - -
Three-for-one stock split 35,453,008 35,453 (35,453) - -
Net loss for the year - - - (5,725,368) (5,725,368)
- -------------------------------------------------- -------------- ----------- ----------- ----------------- -------------
Balance, December 31, 2000 53,179,512 53,179 6,039,552 (6,417,121) (324,390)

Issuance of stock for services (Feb. 2001) 300,000 300 10,200 - 10,500
Issuance of stock for services (Mar. 2001) 600,000 600 20,400 - 21,000
Issuance of stock for payment of debt (Mar. 2001) 355,315 356 17,410 - 17,766
Cash from exercise of stock options (Mar. 2001) 600,000 600 900 - 1,500
Issuance of stock in exchange for Union Members Discount1,000,000 1,000 49,000 - 50,000
Network, LTD (May 2001)
Issuance of stock for services (May 2001) 1,266,667 1,267 74,733 - 76,000
Issuance of stock for services (Jun. 2001) 3,133,333 3,133 126,867 - 130,000
Issuance of stock for payment of debt (Jun. 2001) 1,200,000 1,200 34,800 - 36,000
Issuance of stock for services (Jul. 2001) 200,000 200 5,600 - 5,800
Issuance of stock for services (Aug. 2001) 2,300,000 2,300 87,400 - 89,700
Issuance of stock for services (Sept. 2001) 4,365,845 4,366 84,376 - 88,742
Issuance of stock for services (Oct. 2001) 2,925,000 2,925 25,600 - 28,525
Issuance of stock for services (Nov. 2001) 1,800,000 1,800 8,100 - 9,900
Cancellation of stock (Nov. 2001) (1,000,000) (1,000) 1,000 - -
One hundred-for-one stock reverse split (71,503,415) (71,504) 71,504 - -
Net loss for the year - - - (679,793) (679,793)
- -------------------------------------------------- -------------- ----------- ----------- ----------------- -------------
Balance, December 31, 2001 722,257 722 6,657,442 (7,096,914) (438,750)
Issuance of stock for payment of debt (Jan. 2002) 1,102,552 1,103 109,500 - 110,603
Issuance of stock for services ( Feb. 2002) 110,000 110 10,890 - 11,000
Issuance of stock for cash (Feb. 2002) 603,000 603 59,697 - 60,300
Issuance of stock for cash (Feb. 2002) 775,000 775 76,725 - 77,500
Issuance of stock for services (Mar. 2002) 300,000 300 29,700 - 30,000
Cancellation of stock (Mar. 2002) (9,000) (9) 9 -
Issuance of stock for services (July. 2002) 692,307 692 68,538 69,230
Issuance of subsidiary stock for cash 9,000 9,000
Issuance of Stock for Cash (July - September 2002) 278,626 279 27,584 27,863
- -------------------------------------------------- -------------- ----------- ----------- ----------------- -------------
Net loss for the period - - (415,624) (415,624)
- -------------------------------------------------- -------------- ----------- ----------- ----------------- -------------


Balance ,September 30,2002 (Unaudited) 4,574,742 $ 4,575 $ 7,049,085 (7,512,538) (45,878)

============== =========== =========== ================= =============

The accompanying notes are an integral part of
these financial statements.




DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)


F-4





CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2002 and 2001
and the Period from
March 4, 1998 (Date of Incorporation) to September 30, 2002 (Unaudited)




Cumulative
during the
Development September 30, September 30,
Stage 2002 2001
----------------------------------- -----------------
Cash Flows From Operating Activities
Net income (loss) $ (7,512,538) $ (415,624) $ (840,937)
Adjustments to reconcile net loss to net cash used in
operating activities
Write off investment and related costs 4,666,391 -
Amortization and depreciation 1,125,941 1,432 202,879
Impairment of goodwill 92,227 92,227 (5,488)
Issuance of common stock for services and expenses 979,370 110,230 446,242
Change in operating assets and liabilities net of effects fro
purchase of subsidiary

(Increase) decrease in accounts payable 153,743 (19,143) (13,124)
Increase in accrued liabilities - -
(Increase) decrease in prepaid expenses - - (30,810)
(Increase) decrease in loans payable 978 978
(Increase) decrease in accounts receivable (1,102) (1,102)
(Increase) decrease in deposits (3,268) -

Net cash used in operating activities (498,257) (231,002) (241,238)

Cash Flows From Investing Activities
Purchase of subsidiary and investment in software development (2,256,551)
Purchase of net cash through acquisitions 87,735 26,081 61,654
Purchase of marketing license (33,785) - -
Purchase of office equipment & leasehold improvements (1,965) (93) -
-------------- -------------- ---------------
Net cash used in investing activities (2,204,566) 25,988 61,654

Cash Flows From Financing Activities
Proceeds from issuance of subsidiary stock to minority interest 86,250 86,250
Proceeds from deposits 57,500 2,500
Proceeds from advances 962,132 51,371 111,384
Proceeds from issuance of common stock 1,620,163 174,663 -
Net cash provided by financing activities 2,726,795 228,534 197,634
-------------- -------------- ---------------

Net increase (decrease) in cash 23,972 23,520 18,050
Cash, beginning of period 0 452 49
-------------- -------------- ---------------
Cash, end of period $ 23,972 $ 23,972 $ 18,099
-------------- -------------- ---------------
No cash payments for interest or income taxes have been made.



F-5




The accompanying notes are an integral part of these,financial statements



DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2002
(Unaudited)

Note 1. Basis of Presentation

The interim period consolidated financial statements contained herein include
the accounts of Delta Capital Technologies, Inc. and it's subsidiary (the
"Company").

The interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
SEC rules and regulations. The interim period consolidated financial statements
should be read together with the audited consolidated financial statements and
accompanying notes included in the Company's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 2001. In the opinion of the Company, the
unaudited consolidated financial statements contained herein contain all
adjustments necessary to present a fair statement of the results of the interim
periods presented.

Note 2. Summary of Significant Accounting Policies

Earnings Per Share

Basic earnings per share is computed by dividing income (loss) for the period by
the weighted average number of common shares outstanding during a period.
Diluted earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive common
shares. The weighted average number of shares was 3,751,420 and 582,845 for the
six months ended September 30, 2002 and September 30, 2001, respectively. The
weighted average number of shares for the period cumulative for the development
stage was 712,208.

Note 3. Going Concern

As shown in the financial statements, the Company incurred a net loss of
$7,512,538 since inception, largely due to its write-off of assets related to
its investment in its computer software. Further, the Company has net deficiency
in capital of $458,878. These factors raise concerns about the Company's ability
to continue as a going concern.


Note 3. continued


The Company will need additional working capital to be successful in any future
business activities and to service its current debt for the coming year.
Therefore, continuation of the Company as a going concern is dependent upon
obtaining the additional working capital necessary to accomplish its objective.
Management is presently engaged

F-6




in seeking additional working capital equity funding and plans to continue to
invest in other businesses with funds obtained.

The accompanying financial statements do not include any adjustments to the
recorded assets or liabilities that might be necessary should the Company fail
in any of the above objectives and is unable to operate for the coming year.

Note 4. Formation of Subsidiary

On February 14, 2002, the Company formed Homelands Security Inc. (Homelands), a
Nevada corporation. 1,000,000 shares of Homelands common stock, with a par value
of $0.001 were issued to the Company.

Note 5. Acquisition of a Company

Effective April 15, 2002 Homelands (note 4), purchased 100% of the outstanding
shares of stock of Interglobe Investigation Services, Inc. (Interglobe), a
British Columbia corporation, in exchange for 950,000 shares of Homelands common
stock. The purchase was made because the company believes it can enhance
Interglobe's ability to raise capital and improve operations. As a result of
this transaction, the Company's ownership of Homelands was reduced to 51.3%.
This acquisition has been accounted for under the purchase method. Due to this
acquisition the Company recorded $92,227 of goodwill which is the amount that
the liabilities exceeded the assets acquired. The goodwill has been expensed as
the asset is considered impaired.

From April 15, 2002 forward, the Company's consolidated statement of operations
includes the revenue and expenses of Interglobe. Combining Interglobe's
operating results for the nine months ended September 30, 2002 with those of the
Company results in the following pro forma data.


Revenue $ 62,161
Expenses 511,773
------------------------

Pro Forma Net Loss $ (449,612)
========================

Pro Forma Loss per $ (0.15)
Share
========================

This pro forma information may not be indicative of the actual results of the
acquisition. The pro forma in formation is based on the historical financial
statements of Delta and Interglobe and has been prepared to illustrate the
effects of the combination of Delta and Interglobe as if the combination
occurred January 1, 2002.

The pro forma information is based on available information and certain
assumptions that management believes are reasonable. It should be read in
connection with the historical financial statements of Delta Capital
Technologies and Interglobe.









5







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operations

As used herein the term "Company" refers to Delta Capital Technologies, Inc., a
Delaware corporation, including subsidiaries and predecessors, unless the
context indicates otherwise. During the quarter ended September 30, 2002, the
Company's majority owned subsidiary, Homelands Security, Inc., (Homelands)
completed the acquisition of 100% of Interglobe Investigation Services, Inc.
("InterGlobe"). The transaction closed on April 15, 2002.

General

The Company's plan of operations for the next 12 months is to operate the
business of Interglobe, which provides private investigation and security
consulting services for individuals and corporations. The Company's acquisition
of InterGlobe is designed to provide the access to resources that will permit
InterGlobe to become a pre-eminent, full service investigation and security
consulting company in North America.

The security consulting provided by InterGlobe involves reviewing existing
security and security procedures, making recommendations for improvement, and
rewriting security protocols and procedures. Recommendations and protocol
changes may include:
o Changes in employee screening and background checks.
o Physical plant and layout changes.
o Changes in procedures for access to computers, accounting
and inventory.
o Forensic analysis and added infrastructure to computers, auditing
and accounting.
o Additional computer surveillance.
o Supervisory and accountability procedural changes.
o The use of canines in strategic security situations.
o The use of narcotics and bomb detection dogs as workplace
safety measures.

In many cases, InterGlobe may assist in counter-corporate espionage measures by
doing regular electronic sweeps of corporate offices for general security or
corporate espionage or for board meetings. Security consulting involves
employees at the executive level. Since these employees often take work home
with them (in paper form or on a laptop), home security weaknesses may translate
into corporate security weaknesses. To prevent breaches of corporate security,
InterGlobe also provides security consultation at executives' homes. Executive
protection and movement is often required, should identified threats exist.

Loss prevention involves both an assessment of a store's existing operations and
layout, as well as ongoing monitoring of employees, shoppers and investigations
into particular incidents of theft and fraud. First, InterGlobe can assess how
stores should be physically configured to minimize shoplifting and internal
theft, and review security layouts. It also analyzes how incoming and outgoing
shipments are processed, and makes recommendations to tighten security. Second,
InterGlobe can post operatives on the floors of shopping centres or retail
stores of major companies to watch for shoplifters. Third, InterGlobe can place
undercover operatives in employee situations. Fourth, InterGlobe can conduct
"mystery shopper" campaigns to look for internal theft and/or employee adherence

6




to company policy. Lastly, InterGlobe can also perform internal corporate
investigations to determine the person(s) responsible for internal theft or
fraud.

Mr. Moriarity, InterGlobe's president will continue to co-ordinate the overall
provision of these services until such time as suitable area managers can be
recruited. In anticipation of these additional staffing requirements and the
associated expenses, management has prepared a capital requirement budget.

InterGlobe intends to develop strategic corporate relationships over the next
twelve months (i.e joint services relationship, partnership or acquisition) with
security/investigation companies in Vancouver, Seattle, Los Angeles and San
Francisco, which provide similar or overlapping services with those offered by
InterGlobe. The anticipated relationships will be created with a view to
enhancing the bundle of services currently offered by the various target
companies by branding the awareness of services within the local communities.
InterGlobe intends to conduct a marketing campaign to increase this awareness.

Losses

For the three month period from July 1, 2002 to September 30, 2002, the Company
recorded an operating loss of $139,241. For the nine months ended September 30,
2002, the Company recorded an operating loss of $415,624. This lack of
profitability is attributable to expenses associated with completing the
acquisition of InterGlobe including web site design, legal documentation,
accounting and administration. The Company generated limited revenues during
this period. The Company expects to continue to operate at a loss through fiscal
2002.

Capital Expenditures

The Company had no capital expenditures for the nine month period ending
September 30, 2002.

Capital Resources and Liquidity

The Company had current assets of $38,645 and total assets of $63,047 as of
September 30, 2002. A net stockholders' deficit in the Company was ($458,878) at
September 30, 2002.

Cash flow used in operating activities was $231,002 for the nine months ending
September 30, 2002. Cash was used during the first nine months on completing the
acquisition of InterGlobe, accounting and administrative costs.

The Company does not have sufficient capital to operate over the next fiscal
year without a substantial infusion of operating capital. It will be necessary
for the Company to either borrow funds to operate or generate operating funds
through the sale of equity in the Company or its subsidiaries. There can be no
assurance that the Company will be able to generate sufficient income from
either borrowing, the sale of equity, or a combination thereof to allow it to
operate its business during the coming year. Unless the Company is successful in
raising additional operating capital, it will not have sufficient funds to
operate during the balance of the fiscal year.

The Company has no current plans to perform any product research and development
during the coming year.

The Company has no current plans to spend any significant amount in the coming
year on plant or equipment.

At the present time, it is not anticipated that the Company will have any
significant increase in the number of employees working for the Company.

Going Concern

7




In the auditor's Statement of Financial Operations for December 31, 2001, they
have expressed an opinion as to the Company's ability to continue as a going
concern. The Company's ability to continue as a going concern is subject to the
ability of the Company to obtain a profit and/or obtaining the necessary funding
from outside sources. Management's plan to address the Company's ability to
continue as a going concern, includes: (1) obtaining funding from the sale of
the Company's securities; (2) increasing sales of their subsidiary Homelands and
Interglobe, and (3) obtaining loans from various financial institutions where
possible. Although management believes that it will be able to obtain the
necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove
successful.

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No material developments occurred during the quarter during the ended nine
months ended September 30,2002, with respect to pending litigation. For more
information on legal proceedings, see the Company's Form 10KSB for the year
ended December 31, 2001.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On July 16,2002 the Company issued 134,850 shares of its common stock to Dylan
Callum , a resident of Manitoba Canada, for cash. The Company issued the shares
in reliance upon Regulation S of the Securities Act of 1933.

On August 13,2002 the Company issued 113,200 shares of its common stock to
Julian Winfield, a resident of British Columbia Canada, for cash. The Company
issued the shares in reliance upon Regulation S of the Securities Act of 1933.

On September 6,2002 the Company issued 30,580 shares of its common stock to one
British Columbia company. The Company issued the shares in reliance upon
Regulation S of the Securities Act of 1933.

Regulation S provides generally that any offer or sale that occurs outside of
the United States is exempt from the registration requirements of the Securities
Act of 1933, provided that certain conditions are met. Regulation S has two safe
harbors. One safe harbor applies to offers and sales by issuers, securities
professionals involved in the distribution process pursuant to contract, their
respective affiliates, and persons acting on behalf of any of the foregoing (the
"issuer safe harbor"), and the other applies to resales by persons other than
the issuer, securities professionals involved in the distribution process
pursuant to contract, their respective affiliates (except certain officers and
directors), and persons acting on behalf of any of the forgoing (the "resale
safe harbor"). An offer, sale or resale of securities that satisfied all
conditions of the applicable safe harbor is deemed to be outside the United
States as required by Regulation S. The distribution compliance period for
shares sold in reliance on Regulation S is one year.

The Company has complied with the requirements of Regulation S by having no
directed selling efforts made in the United States, by selling only to buyers
who were outside the United States at the time the buy orders originated,
ensuring that each person is a non-U.S. person with address in a foreign country
and having each person make representation to the Company certifying that he or
she is not a U.S. person and is not acquiring the Securities for the account or
benefit of a U.S. person other than persons who purchased Securities in
transactions exempt from the registration requirements of the Securities Act;
and also agrees only to sell the Securities in accordance with the registration
provisions of the Securities Act or an exemption therefrom, or in accordance
with the provisions of the Regulation.

8






ITEM 5. OTHER INFORMATION

Subsequent to the quarter ended September 30, 2002 the Company entered into a
Fee Agreement with Marlon Shangi. Mr. Shangis' normal fee is Two Thousand Five
Hundred Dollars ($2,500) per month. Services to be rendered by Mr Shangi under
this Fee Agreement include but are not necessarily limited to the Development of
a Technology Evaluation Framework (TEF) , Development of Strategic Marketing
Evaluation Framework, Technology Evaluation and Strategic Marketing Evaluation

On November 11, 2002, the Company issued 143,682 shares of its common stock to
one creditor as settlement for debt in the amount of $14,368.20. The creditor
was a British Columbia company. The Company issued the shares in reliance upon
Regulation S of the Securities Act of 1933.

On November 11,2002 the Company issued 100,000 shares of its common stock to one
individual for services. The Company issued the shares in reliance upon
Regulation S of the Securities Act of 1933.

On November 22, Judith Miller resigned from her position as a Director and
Corporate Secretary of the Company due to personal time constraints.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits Required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits on page 9 of this Form 10-QSB, and are
incorporated herein by this reference.

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







SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 23rd day of December, 2002.




Delta Capital Technologies, Inc.



/s/ Martin Tutschek
Martin Tutschek, President and Director



9




CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, Martin Tutschek, chief executive officer and chief financial officer of Delta
Capital Technologies, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Delta Capital
Technologies, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses. Date: December 23, 2002

/s/ Martin Tutschek
Martin Tutschek
Chief Executive Officer and Chief Financial Officer

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

In connection with the Quarterly Report of International Solubles, Inc.
(the" Company") on Form 10- QSB for the period ending September 30,
2002 as filed with the Securities and Exchange Commission on the date
hereof (the"Report"), I, Henry Sarmiento, sole Executive Officer of the
Company, certify, pursuant to 18 U.S.C. S 1350, as adopted pursuant to
S 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

(2) The financial information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.


---------------------------------
/s/Martin Tutschek
Sole Executive Officer
December 23, 2002














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INDEX TO EXHIBITS

EXHIBIT PAGE
NO. NO. DESCRIPTION
--- -----------

3(i) * Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form
10SB filed with the SEC on January 5, 2000.)
3(ii) * Amended Articles of Incorporation dated April 23,
1998. (Incorporated by reference from Form 10SB
filed with the SEC on January 5, 2000.)
3(iii) * By-Laws of Delta Capital dated April 23, 1998.
(Incorporated by reference from Form 10SB filed
with the SEC on January 5, 2000.)


MATERIAL CONTRACTS


10(i) * Debt Settlement Agreement dated January 8, 2002 between Delta Capital
Technologies, Inc. and Bayside Management Corp. (Incorporated by reference from
the 10-QSB filed with the SEC on June 6, 2002.)
10(ii) * Debt Settlement Agreement dated January 9, 2002 between Delta Capital
Technologies, Inc. and Churchill Resource Group, Inc. (Incorporated by reference from
the 10-QSB filed with the SEC on June 6, 2002.)
10(iii) * Debt Settlement Agreement dated January 9, 2002 between Delta Capital
Technologies, Inc. and BP Equity Management Corp. (Incorporated by reference from
the 10-QSB filed with the SEC on June 6, 2002.)
10(iv) * Debt Settlement Agreement dated January 9, 2002 between Delta Capital
Technologies, Inc. and Jeff Young. (Incorporated by reference from the 10-QSB filed
with the SEC on June 6, 2002.)
10(v) * Debt Settlement Agreement dated January 10, 2002 between Delta Capital
Technologies, Inc. and Bonanza Mgmt. Ltd. (Incorporated by reference from the 10-
QSB filed with the SEC on June 6, 2002.)
10(vi) * Debt Settlement Agreement dated January 10, 2002 between Delta Capital
Technologies, Inc. and Peter Kent Carasquero. (Incorporated by reference from the 10-
QSB filed with the SEC on June 6, 2002.)
10(vii) * Debt Settlement Agreement dated January 10, 2002 between Delta Capital
Technologies, Inc. and Hospitality Financial Services Ltd. (Incorporated by reference
from the 10-QSB filed with the SEC on June 6, 2002.)
10(viii) * Fee Agreement dated January 2002 between Delta Capital Technologies, Inc. and
Kent Carasquero. (Incorporated by reference from the 10-QSB filed with the SEC on
June 6, 2002.)
10(ix) * Stock Purchase and Sale Agreement dated March 8, 2002 between Delta Capital
Technologies, Inc. and Homelands Security Inc. (Incorporated by reference from the
10-QSB filed with the SEC on June 6, 2002.)


* Incorporated by reference from previous filings as noted.




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