<PAGE> 1
UNITED STATES
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, 2000
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number: 000-27407
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DELTA CAPITAL TECHNOLOGIES, INC.
---------------------------------------------------------
(Exact name of small business issuer as specified in charter)
<TABLE>
<S> <C>
Delaware 98-018770
(State of Other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
Suite 255, 999 - 8th Street, SW, Calgary, Alberta T2R 1J5 Canada
----------------------------------------------------------------
(Address of principal executive offices)
(403) 244-7300
---------------------------
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
The number of shares of the Registrant's common stock par value $0.001 per
share (the "Common Stock"), outstanding as of November 17, 2000 was
15,801,254 shares.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X].
<PAGE> 2
TABLE OF CONTENTS
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<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements...............................................1
Item 2 - Management's Discussion and Analysis or Plan of Operation..........6
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings..................................................7
Item 2 - Changes in Securities and Use of Proceeds..........................7
Item 6 - Exhibits and Reports on Form 8-K...................................8
SIGNATURES....................................................................12
</TABLE>
EXHIBIT 10.21
EXHIBIT 10.22
EXHIBIT 10.23
EXHIBIT 10.24
EXHIBIT 10.25
EXHIBIT 27
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<PAGE> 3
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, 2000 and December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1999 2000
------------- ------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ -- $ 351
Accounts Receivable - affiliate -- 82,041
Accounts Receivable 68,367
----------- -----------
Total current assets 68,367 82,392
Fixed Assets, net of accumulated
depreciation of $5,865 and $76 36,131 488
Other Assets
Investment, net of accumulated
amortization of $486,111 -- 2,013,889
Marketing License, net of accumulated
amortization of $6,569 -- 27,216
----------- -----------
-- 2,041,105
----------- -----------
$ 104,498 $ 2,123,985
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Checks issued in excess of cash in banks $ 18,821 $ --
Accounts Payable 229,772 40,912
Accrued Liabilities 36,011 --
Notes Payable 255,713 214,619
----------- -----------
Total current liabilities 540,317 255,531
Shareholders' Equity
Common stock, $.001 par value, 25,000,000 shares authorized;
15,801,254 and 13,800,000 issued and outstanding 15,801 13,800
Additional paid-in capital 5,426,018 2,546,407
Deficit accumulated during the development stage (5,877,638) (691,753)
----------- -----------
(435,819) 1,868,454
----------- -----------
$ 104,498 $ 2,123,985
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
3
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30,
2000 and 1999 and the Period from March 4, 1998
(Inception) to September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Total
Accumulated
During the
Development
Stage
Three months ended Nine months ended (March 4,
----------------------------- ------------------------------ 1998 to
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000)
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenue $ 157,199 $ $ 566,022 $ $566,022
Expenses
Write off of investments in Delta-E
Technologies (4,666,391) (4,666,391) (4,666,391)
General and administrative (312,666) (91,286) (425,958) (111,575) (619,921)
Goodwill amortization (209,457) (209,457)
Investment amortization (277,778) (416,666) (277,778) (902,777)
License agreement amortization (3,754) (5,630) (3,754) (12,199)
Interest expense (5,769) (27,805) (32,915)
----------- ----------- ----------- ----------- -----------
Total expenses (4,984,826) (372,818) (5,751,907) (393,107) (6,443,660)
----------- ----------- ----------- ----------- -----------
Net loss $(4,827,627) $ (372,818) $(5,185,885) $ (393,107) $(5,877,638)
=========== =========== =========== =========== ===========
Basic and diluted loss per share $ (0.32) $ (0.04) (0.35) $ (0.04) $ (0.56)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
4
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS' EQUITY
For the Period From March 4, 1998 (Inception) to
September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
--------------------------- Paid-in Development
Shares Amount Capital Stage Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, March 4, 1998 -- $ -- $ -- $ -- $ --
Issuance of common stock for services (March 1998) 800,000 800 (593) 207
Issuance of common stock for cash (June 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 common stock (September 1999) 5,300,000 5,300 2,496,692 2,501,992
Cancellation of common stock (December 1999) (300,000) (300) (1,692) (1,992)
Net loss for the year (652,472) (652,472)
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 13,800,000 $ 13,800 $ 2,546,407 $ (691,753) $ 1,868,454
Issuance of common stock in exchange for
Matridigm Corporation (January 2000) 500,000 500 999,500 1,000,000
Issuance of common stock for cash (February 2000) 26,000 26 51,974 52,000
Issuance of common stock for cash (March 2000) 200,000 200 341,800 342,000
Issuance of common stock for cash (March 2000) 62,500 62 124,938 125,000
Issuance of common stock for cash (May 2000) 226,000 226 451,774 452,000
Issuance of common stock for repayment of debt
(June 2000) 136,754 137 410,125 410,262
Issuance of common stock for cash (July 2000) 500,000 500 499,500 500,000
Issuance of common stock for cash (August 2000) 350,000 350 -- 350
Net loss for the period (5,185,885) (5,185,885)
----------- ----------- ----------- ----------- -----------
Balance, September 30, 2000 15,801,254 $ 15,801 $ 5,426,018 $(5,877,638) $ (435,819)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
5
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOW
For the Nine Months Ended September 30, 2000 and 1999 and
the Period from March 4, 1998 (Inception) to September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Total
Accumulated
During the
Development
Stage
(March 4,
1998 to
September 30, September 30, September 30,
2000 1999 2000)
----------- ----------- -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $(5,185,885) $ (393,107) $(5,877,638)
Adjustments to reconcile net loss to net
cash used in operating activities
Write off of investment 2,409,352 2,409,352
Depreciation 5,789 5,865
Amortization 631,753 277,847 1,124,433
Increase in accounts payable 188,860 10,435 229,772
Increase in accrued liabilities 36,011 3,754 36,011
(Increase) decrease in accounts receivable 13,674 (6,487) (68,367)
----------- ----------- -----------
Net cash used in operating activities (1,900,446) (107,558) (2,140,572)
Cash Flows From Investing Activities
Purchase of marketing license (33,785) (33,785)
Purchase of office equipment and leasehold improvements (41,432) (564) (41,996)
----------- ----------- -----------
Net cash provided (used) in investing activities (41,432) (34,349) (75,781)
Cash Flows From Financing Activities
Proceeds from loans 451,356 131,481 666,182
Proceeds from issuance of common stock 1,471,350 1,531,350
----------- ----------- -----------
Net cash provided by financing activities 1,922,706 131,481 2,197,532
----------- ----------- -----------
Net increase (decrease) in cash (19,172) (10,426) (18,821)
Cash, beginning of period 351 20,926 0
----------- ----------- -----------
Cash, end of period $ (18,821) $ 10,500 $ (18,821)
=========== =========== ===========
</TABLE>
No cash payments for interest or income taxes have been made
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2000
(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, 1999. 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
WRITE OFF OF INVESTMENT
The Company has terminated its investment in Delta-E Technologies (Delta-E) a
software development company. The following write offs have been incurred
relating to this investment:
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<S> <C>
Write off of un-amortized investment $1,597,222
Write off of un-amortized marketing license 21,585
Write off of goodwill 802,919
Write off of capitalized development costs 609,238
Write off of receivables from Delta-E 1,635,427
----------
$4,666,391
==========
</TABLE>
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 14,900,781 and 9,094,444 for
the nine months ended September 30, 2000 and September 30, 1999, respectively.
The weighted average number of shares was 10,494,339 for the period from March
4, 1998 to September 30, 2000.
Note 3. Going Concern
The Company will need additional working capital to be successful in its planned
activity and to service its current debt for the coming year and therefore
continuation of the Company as a going concern is dependent upon obtaining the
additional working capital necessary to accomplish its objective. Management is
presently engaged in seeking additional working capital equity funding and plans
to continue to invest in E commerce ventures 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 above objectives and is unable to operate for the coming
<PAGE> 8
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Quarterly 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 2. Management's
Discussion and Analysis or Plan of Operations" and elsewhere in this Report.
Delta Capital Technologies, Inc. (the "Company"), has elected to discontinue its
development and licensing of the relBUILDER B2B(TM) software that it had
licensed from Delta Enterprise Technologies (Canada) Ltd., of Calgary, Alberta
("Delta E") on October 27, 2000. Accordingly, the Company and Delta E executed a
termination agreement to the licensing agreement that will allow both companies
to independently develop and complete their respective corporate objectives. As
part of the termination agreement the Company and Delta E have agreed that they
will, subject to receiving advice on how to best structure the transaction,
unwind and/or cancel the share exchange between the companies that was completed
in June of 1999 that resulted in each company having issued 5 million shares to
each other.
A marketing agreement was entered into on August 1, 2000 with NextClick Ltd. but
was discontinued as a result of the termination agreement with Delta E without
Delta Capital having paid remuneration to Nextclick Ltd.
As part of its corporate restructuring, the Company has accepted the
resignations of Michael Horsey, Michael Steele, Kevin Wong and Paul Davis as
officers and directors of the Company and a new board has been appointed.
Douglas P. Johnson, Darwyn Ross and Martin Tutschek will join Judith Miller on
the Board.
Douglas P. Johnson. For the past 25 years Mr. Johnson has provided strategic
sales and marketing consulting services to the healthcare industry and has
extensive experience in managing professional sales forces and negotiating
national sales and distribution contracts with manufacturers. From 1994-1996,
Mr. Johnson worked for Strategem Inc., of Overland Park, Kansas where he
created, trained and implemented a national contract sales force for Lever
Brothers, Beechnut and W.L. Gore. Most recently, Mr. Johnson was hired as VP
Sales for Newer Technology Inc., of Wichita, Kansas, a company that manufactures
processor upgrades for the apple community. Mr. Johnson will provide Delta
Capital Technologies, Inc. with strategic sales and marketing expertise that is
considered central to the successful business operations of the Company.
Darwyn C.B. Ross, B.Sc., LL.B. 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.
Martin Tutschek. Mr. Tutschek is a graduate from the University of Texas,
currently holds the position of the Manager, Business Development, US operations
for Trader.com. His primary role is the analysis and identification of
complimentary business opportunities and the development of the business and
<PAGE> 9
8
marketing plan of Trader.com. Prior to being promoted to this position he was
the Director of Circulation North American Operations for Trader.com from 1994
to 1997. His experience in the evaluation of corporate opportunities and his
ability to execute and implement business and marketing plans add depth to the
management of the Company.
CONTINUED FUND RAISING
Delta Capital will require continued injections of working capital during the
next quarter of 2000 if it is to be successful in its planned activities.
Continuation of Delta as a going concern is dependent upon obtaining the
necessary working capital. Management continues to monitor the capital markets
and believes that it will be able to raise sufficient capital to continue the
Company's progress. Net cash provided by financing activities to September 30,
2000 amounted to US$4,666,391 which has been written off by the termination of
the License Agreement with Delta E. Subsequent to the end of the second quarter,
management arranged a private placement that was to net the Company
US$1,000,000. The second payment of US$500,000 expected was not received.
Management continues to work with interested parties to secure funding,
primarily through equity financing, but will also participate in industry
standard software/hardware vendor financing programs as they become available to
the Company. However, no assurance can be given that Delta Capital will
successfully consummate any further financings.
STRENGTHENED MANAGEMENT
With new management in place, Delta Capital will aggressively pursue alternative
business opportunities in Technology related fields. Each of the specific
enterprises or operations to be reviewed in these areas will have to meet
certain minimum asset value and cash flow requirements in order to be considered
for potential acquisition. These opportunities will be identified through the
extensive contacts of its officers and directors. Delta Capital will not commit
itself to a transaction which involves the acquisition of an asset or assets,
whether for cash or the issuance of shares, without first receiving a favourable
report from an independent evaluator with expertise in that particular field. To
assist with the review of technology related corporate opportunities, the
Company has entered into discussions with Matchmarkets.com, a Colorado company
specializing in evaluating business to business opportunities. To this end the
directors have arranged for interim capital advances of US$100,000 to provide
working capital during this restructuring period.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Delta Capital was served a Statement of Claim by Daniel Turner dated October 31,
2000 wherein the plaintiff claimed that Delta Capital owed him for unpaid wages
and expenses. Delta Capital denies that it had a contract with Mr. Turner and a
Statement of Defense has been filed.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On August 4, 2000 Delta Capital issued to National Financial Communications
Corp. 250,000 restricted common shares at a deemed price of $0.001 per common
share pursuant to a Consulting Agreement dated September 1, 2000.
On August 18, 2000 Delta Capital issued to Joseph Lynch 100,000 restricted
common shares at a deemed price of $0.001 per common share pursuant to an
Investor Relations Agreement dated August 1, 2000.
<PAGE> 10
9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1(1) Articles of Incorporation dated March 4, 1998 together with
Amended Articles of Incorporation dated April 23, 1998
3.2(2) By-Laws of Delta Capital Technologies, Inc., a Delaware
corporation, dated April 23, 1998
4.1(3) Stock Option Agreement between Delta Capital Technologies,
Inc., a Delaware corporation, and Judith Miller, Corporate
Secretary and Director of Delta Capital dated September 15,
1999
4.2(4) Letter from Delta Capital Technologies, Inc., a Delaware
corporation, to Judith Miller dated January 7, 2000
4.3(12) Form of Offshore Securities Subscription Agreement to
purchase 200,000 shares of common stock of Delta Capital
Technologies, Inc., a Delaware corporation, issued to
Winward Overseas Limited, dated March 16, 2000
4.4(13) Schedule of Subscribers that purchased subscriptions
pursuant to the Form of Offshore Securities Subscription
Agreement set forth in 4.3 above
4.5(14) Placement Agent Letter Agreement by and between Delta
Capital Technologies, Inc., a Delaware corporation, and
Traction Capital, dated March 1, 2000
4.6(18) Form of Offshore Subscription Agreement to purchase 125,000
units of Delta Capital Technologies, Inc. between Delta
Capital Technologies, Inc., a Delaware corporation and
Eaglecrest Ventures Ltd. dated May 11, 2000
4.7(19) Form of Offshore Subscription Agreement to purchase 500,000
units of Delta Capital Technologies, Inc. between Delta
Capital Technologies, Inc., a Delaware corporation and
Eaglecrest Ventures Ltd. dated July 6, 2000
4.8(20) Form of Offshore Subscription Agreement to purchase 100,000
common shares of Delta Capital Technologies, Inc. between
Delta Capital Technologies, Inc. a Delaware corporation and
Interward Capital Corporation dated March 16, 2000
4.9(21) Delta Capital Technologies, Inc.'s Stock Option Plan
approved by the directors of Delta on June 9, 2000
10.1(5) License Agreement between Delta Capital Technologies, Inc.,
a Delaware corporation, and 827109 Alberta Ltd. dated June
1, 1999
10.2(6) License Agreement between SiCom Solutions Inc. and 827109
Alberta Ltd. dated June 1, 1999
10.3(7) Letter from 827109 Alberta Ltd. to Delta Capital
Technologies, Inc., a Delaware corporation, dated September
2, 1999 acknowledging receipt of the $20,000 payment and
granting a three month extension of the $30,000 payment to
November 1, 1999
<PAGE> 11
10
10.4(8) Letter from SiCom Solutions Inc. to 827109 Alberta Ltd.
dated September 2, 1999 acknowledging receipt of the $20,000
payment and granting a three month extension of the $30,000
payment to November 1, 1999
10.5(9) Share Exchange Agreement between Delta Capital Technologies,
Inc., a Delaware corporation, and 827109 Alberta Ltd. dated
June 1, 1999
10.9(10) Letter from Rajesh Taneja dated December 3, 1999 regarding
acquisition of corporate names by Delta Capital
Technologies, Inc., a Delaware corporation
10.10(11) Exchange Agreement, executed April 14, 2000, among Delta
Capital Technologies Inc., a Delaware corporation, The
Matridigm Corporation, a Canadian corporation, Michael
Steele, Cecilia Lanz, Diana Steele, Andre Lanz and Robert
Sweetman
10.11(15) Form of Employment Agreement
10.12(16) Schedule of directors and employees of Delta Capital
Technologies, Inc., a Delaware corporation, who executed
employment agreements the form of which is set forth in
Exhibit 10.11
10.13(17) Debt Settlement Agreement by and between Delta Capital
Technologies, Inc., a Delaware corporation and Bonanza Mgmt
Ltd., a British Columbia company
10.14(22) Debt Settlement letter dated May 12, 2000 between Delta
Capital Technologies, Inc., a Delaware corporation and Paul
Davis, President of Delta Capital Technologies, Inc.
10.15(23) Employment Agreement between Delta Capital Technologies,
Inc., a Delaware corporation and Bernie J. Malach dated
April 17, 2000
10.16(24) Employment Agreement between Delta Capital Technologies,
Inc., a Delaware corporation and Lawrence P. Tombari dated
July 24, 2000
10.17(25) Services Agreement between Delta Capital Technologies, Inc.,
a Delaware corporation and Bonanza Mgmt Ltd. dated January
1, 2000
10.18(26) Lease Agreement between Delta Capital Technologies, Inc. and
O&Y Properties Inc. dated July 19, 2000
10.19(27) Fund Raising Letter Agreement between Delta Capital
Technologies, Inc. and Reovest Financial, Inc. dated May 3,
2000
10.20(28) Assignment of Lease between Alberni Investments (1988) Inc.,
Flanagan Enterprises Inc. and Delta Capital Technologies,
Inc. dated June 30, 2000 together with the Head Lease
between Alberni Investments (1988) Inc. and Flanagan
Enterprises Inc. dated December 12, 1996
10.21 Investor Relations Agreement between Delta Capital
Technologies Inc. and Joesph Lynch dated August 1, 2000
10.22 Consulting Agreement between Delta Capital Technologies Inc.
and National Financial Communications Corp. dated September
1, 2000
10.23 Investor Relations Agreement between Delta Capital
Technologies Inc. and Vision Publishing Inc. dated September
26, 2000
<PAGE> 12
11
10.24 Auditors resignation letter dated October 25, 2000
10.25 Auditors reinstatement letter dated November 3, 2000
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
No Form 8-K's were filed during the period ended June 30, 2000.
------------
(1) Incorporated by reference to Exhibit 3(I) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(2) Incorporated by reference to Exhibit 3(II) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(3) Incorporated by reference to Exhibit 99(B) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(4) Incorporated by reference to Exhibit 99(C) of the Company's Form 10SB, filed
with the SEC on January 11, 2000
(5) Incorporated by reference to Exhibit 10(A) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(6) Incorporated by reference to Exhibit 10(B) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(7) Incorporated by reference to Exhibit 10(C) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(8) Incorporated by reference to Exhibit 10(D) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(9) Incorporated by reference to Exhibit 99(A) of the Company's Form 10SB, filed
with the SEC on January 5, 2000
(10) Incorporated by reference to Exhibit 99(E) of the Company's Form 10SB,
filed with the SEC on January 14, 2000
(11) Incorporated by reference to Exhibit 2.1 of the Company's Form 8-K, filed
with the SEC on May 3, 2000
(12) Incorporated by reference to Exhibit 4.3 of the Company's Form 10-Q filed
with the SEC on May 22, 2000
(13) Incorporated by reference to Exhibit 4.4 of the Company's Form 10-Q filed
with the SEC on May 22, 2000
<PAGE> 13
12
(14) Incorporated by reference to Exhibit 4.5 of the Company's Form 10-Q filed
with the SEC on May 22, 2000
(15) Incorporated by reference to Exhibit 10.11 of the Company's Form 10-Q filed
with the SEC on May 22, 2000
(16) Incorporated by reference to Exhibit 10.12 of the Company's Form 10-Q filed
with the SEC on May 22, 2000
(17) Incorporated by reference to Exhibit 10.13 of the Company's Form 10-Q filed
with the SEC on May 22, 2000
(18) Incorporate by reference to Exhibit 4.6 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(19) Incorporated by reference to Exhibit 4.7 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(20) Incorporated by reference to Exhibit 4.8 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(21) Incorporated by reference to Exhibit 4.9 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(22) Incorporated by reference to Exhibit 10.14 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(23) Incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(24) Incorporated by reference to Exhibit 10.16 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(25) Incorporated by reference to Exhibit 10.17 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(26) Incorporated by reference to Exhibit 10.18 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(27) Incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
(28) Incorporated by reference to Exhibit 10.20 of the Company's Form 10-Q filed
with the SEC on August 14, 2000
<PAGE> 14
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DELTA CAPITAL TECHNOLOGIES, INC.
Date: November 17, 2000 By: /s/ Douglas P. Johnson
--------------------------------------
Name: Douglas P. Johnson
Title: President
Date: November 17, 2000 By: /s/ Judith Miller
--------------------------------------
Name: Judith Miller
Title: Corporate Secretary
<PAGE> 15
14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
3.1(1) Articles of Incorporation dated March 4, 1998 together with
Amended Articles of Incorporation dated April 23, 1998
3.2(2) By-Laws of Delta Capital Technologies, Inc., a Delaware
corporation, dated April 23, 1998
4.1(3) Stock Option Agreement between Delta Capital Technologies,
Inc., a Delaware corporation, and Judith Miller, Corporate
Secretary and Director of Delta Capital dated September 15,
1999
4.2(4) Letter from Delta Capital Technologies, Inc., a Delaware
corporation, to Judith Miller dated January 7, 2000
4.3(12) Form of Offshore Securities Subscription Agreement to
purchase 200,000 shares of common stock of Delta Capital
Technologies, Inc., a Delaware corporation, issued to
Winward Overseas Limited, dated March 16, 2000
4.4(13) Schedule of Subscribers that purchased subscriptions
pursuant to the Form of Offshore Securities Subscription
Agreement set forth in 4.3 above
4.5(14) Placement Agent Letter Agreement by and between Delta
Capital Technologies, Inc., a Delaware corporation, and
Traction Capital, dated March 1, 2000
4.6(18) Form of Offshore Subscription Agreement to purchase 125,000
units of Delta Capital Technologies, Inc. between Delta
Capital Technologies, Inc., a Delaware corporation and
Eaglecrest Ventures Ltd. dated May 11, 2000
4.7(19) Form of Offshore Subscription Agreement to purchase 500,000
units of Delta Capital Technologies, Inc. between Delta
Capital Technologies, Inc., a Delaware corporation and
Eaglecrest Ventures Ltd. dated July 6, 2000
4.8(20) Form of Offshore Subscription Agreement to purchase 100,000
common shares of Delta Capital Technologies, Inc. between
Delta Capital Technologies, Inc. a Delaware corporation and
Interward Capital Corporation dated March 16, 2000
4.9(21) Delta Capital Technologies, Inc.'s Stock Option Plan
approved by the directors of Delta on June 9, 2000
10.1(5) License Agreement between Delta Capital Technologies, Inc.,
a Delaware corporation, and 827109 Alberta Ltd. dated June
1, 1999
10.2(6) License Agreement between SiCom Solutions Inc. and 827109
Alberta Ltd. dated June 1, 1999
10.3(7) Letter from 827109 Alberta Ltd. to Delta Capital
Technologies, Inc., a Delaware corporation, dated September
2, 1999 acknowledging receipt of the $20,000 payment and
granting a three month extension of the $30,000 payment to
November 1, 1999
</TABLE>
<PAGE> 16
15
<TABLE>
<S> <C>
10.4(8) Letter from SiCom Solutions Inc. to 827109 Alberta Ltd.
dated September 2, 1999 acknowledging receipt of the $20,000
payment and granting a three month extension of the $30,000
payment to November 1, 1999
10.5(9) Share Exchange Agreement between Delta Capital Technologies,
Inc., a Delaware corporation, and 827109 Alberta Ltd. dated
June 1, 1999
10.9(10) Letter from Rajesh Taneja dated December 3, 1999 regarding
acquisition of corporate names by Delta Capital
Technologies, Inc., a Delaware corporation
10.10(11) Exchange Agreement, executed April 14, 2000, among Delta
Capital Technologies Inc., a Delaware corporation, The
Matridigm Corporation, a Canadian corporation, Michael
Steele, Cecilia Lanz, Diana Steele, Andre Lanz and Robert
Sweetman
10.11(15) Form of Employment Agreement
10.12(16) Schedule of directors and employees of Delta Capital
Technologies, Inc., a Delaware corporation, who executed
employment agreements the form of which is set forth in
Exhibit 10.11
10.13(17) Debt Settlement Agreement by and between Delta Capital
Technologies, Inc., a Delaware corporation and Bonanza Mgmt
Ltd., a British Columbia company
10.14(22) Debt Settlement letter dated May 12, 2000 between Delta
Capital Technologies, Inc., a Delaware corporation and Paul
Davis, President of Delta Capital Technologies, Inc.
10.15(23) Employment Agreement between Delta Capital Technologies,
Inc., a Delaware corporation and Bernie J. Malach dated
April 17, 2000
10.16(24) Employment Agreement between Delta Capital Technologies,
Inc., a Delaware corporation and Lawrence P. Tombari dated
July 24, 2000
10.17(25) Services Agreement between Delta Capital Technologies, Inc.,
a Delaware corporation and Bonanza Mgmt Ltd. dated January
1, 2000
10.18(26) Lease Agreement between Delta Capital Technologies, Inc. and
O&Y Properties Inc. dated July 19, 2000.
10.19(27) Fund Raising Letter Agreement between Delta Capital
Technologies, Inc. and Reovest Financial, Inc. dated May 3,
2000.
10.20(28) Assignment of Lease between Alberni Investments (1988) Inc.,
Flanagan Enterprises Inc. and Delta Capital Technologies,
Inc. dated June 30, 2000 together with the Head Lease
between Alberni Investments (1988) Inc. and Flanagan
Enterprises Inc. dated December 12, 1996.
10.21 Investor Relations Agreement between Delta Capital
Technologies Inc. and Joesph Lynch dated August 1, 2000.
10.22 Consulting Agreement between Delta Capital Technologies Inc.
and National Financial Communications Corp. dated September
1, 2000.
10.23 Investor Relations Agreement between Delta Capital
Technologies Inc. and Vision Publishing Inc. dated September
26, 2000.
</TABLE>
<PAGE> 17
16
10.24 Auditors resignation letter dated October 25, 2000.
10.25 Auditors reinstatement letter dated November 3, 2000.
27.1 Financial Data Schedule
------------
(1) Incorporated by reference to Exhibit 3(I) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(2) Incorporated by reference to Exhibit 3(II) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(3) Incorporated by reference to Exhibit 99(B) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(4) Incorporated by reference to Exhibit 99(C) of the Company's Form 10SB, filed
with the SEC on January 11, 2000.
(5) Incorporated by reference to Exhibit 10(A) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(6) Incorporated by reference to Exhibit 10(B) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(7) Incorporated by reference to Exhibit 10(C) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(8) Incorporated by reference to Exhibit 10(D) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(9) Incorporated by reference to Exhibit 99(A) of the Company's Form 10SB, filed
with the SEC on January 5, 2000.
(10) Incorporated by reference to Exhibit 99(E) of the Company's Form 10SB,
filed with the SEC on January 14, 2000.
(11) Incorporated by reference to Exhibit 2.1 of the Company's Form 8-K, filed
with the SEC on May 3, 2000.
(12) Incorporated by reference to Exhibit 4.3 of the Company's Form 10-Q filed
with the SEC on May 22, 2000.
(13) Incorporated by reference to Exhibit 4.4 of the Company's Form 10-Q filed
with the SEC on May 22, 2000.
(14) Incorporated by reference to Exhibit 4.5 of the Company's Form 10-Q filed
with the SEC on May 22, 2000.
(15) Incorporated by reference to Exhibit 10.11 of the Company's Form 10-Q filed
with the SEC on May 22, 2000.
<PAGE> 18
16
(16) Incorporated by reference to Exhibit 10.12 of the Company's Form 10-Q filed
with the SEC on May 22, 2000.
(17) Incorporated by reference to Exhibit 10.13 of the Company's Form 10-Q filed
with the SEC on May 22, 2000.
(18) Incorporated by reference to Exhibit 4.6 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(19) Incorporated by reference to Exhibit 4.7 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(20) Incorporated by reference to Exhibit 4.8 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(21) Incorporated by reference to Exhibit 4.9 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(22) Incorporated by reference to Exhibit 10.14 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(23) Incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(24) Incorporated by reference to Exhibit 10.16 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(25) Incorporated by reference to Exhibit 10.17 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(26) Incorporated by reference to Exhibit 10.18 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(27) Incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
(28) Incorporated by reference to Exhibit 10.20 of the Company's Form 10-Q filed
with the SEC on August 14, 2000.
