SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission File Number 0-5367
D-LANZ DEVELOPMENT GROUP, INC.
(Exact name of registrant as specified in Its charter)
DELAWARE 11-1717709
(State of Incorporation) (I.R.S. Employer Identification Number)
400 Grove St., Glen Rock, NJ 07452
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, with area code: (201) 445-8862
Securities registered pursuant to.Section 12(b) of the Act:
None
Securities registered pursuant to.Section 12(g) of the Act:
Common stock of $.001 par value per share
Indicate by, check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and 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. X
State Issuer's Revenues for its most recent fiscal year. $-0-
Aggregate market value of the voting stock held by non-affiliates of
registrant: $0 as of December 31, 1997
Number of shares outstanding as of December 31, 1997: 10,000,000
Documents incorporated by reference: Exhibits contained in the
Form 10-KSB for the year ended December 31, 1992.
Part I.
Item 1 DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT
D-Lanz Development Group, Inc. and (hereinafter referred to as
"Registrant", "D-Lanz", or "Company") commenced business activities as a
partnership in 1947 and was incorporated on December 5, 1952, under the name
Osrow Products Company, Inc. Effective December 1, 1972, Osrow Products Company,
Inc., a New York Corporation, merged into OSR Corporation, a Delaware
corporation. OSR was incorporated on June 28, 1972. OSR was formed solely for
the purpose of having Osrow Product Company's state of incorporation changed
from New York to Delaware and its name changed from Osrow Products Company, Inc.
to OSR Corporation. On May 17, 1988, the Company amended its certificate of
incorporation, changing its name to Resort Connections, Inc. and changing the
total authorized capital stock to 55,000,000 of which 50,000,000 shares are
common stock with a par value of $.001 per share and 5,000,000 shares are
preferred stock with a par value of $.001 per share. On January 30, 1990, the
Company amended its certificate of incorporation to change its name to D-Lanz
Development Group, Inc., and to change the aggregate number of shares of stock
the Company may issue to 100,000,000 shares of which 50,000,000 are common stock
with a par value of $.001 per share and 50,000,000 shares are preferred stock
with a par value of $.001 per share. On May 6, 1988, the company restated the
number of common stock outstanding by reverse splitting the number of shares 1
for 4 from 6,2205,970 to 1,551,394. On September 30, 1997, the Registrant
acquired the assets of Health Technologies International, Inc. ("HTI"), a
private New Jersey corporation, in exchange for 8,448,606 shares of the
Registrant's common stock. HTI was controlled by Roger Fidler, President of the
Registrant.
BUSINESS OF ISSUER
The primary asset acquired from HTI is an exclusive license to manufacture,
market and sell a breast abnormality indicator in Chile and Singapore. This
product, with FDA marketing clearance in place, is presently manufactured in the
United States by HumaScan, Inc., a NASDAQ listed corporation which has recently
announced a December, 1997 launch date. The Registrant and HumaScan are
unrelated. In the United States HumaScan has a marketing arrangement with
Physician Sales and Service, Inc., one of the largest medical product
distributors in the United States, which plans to sell the device under the
trademark "BreastAlert". The Company intends to enter into a similar marketing
arrangement within its exclusive license territory, however no concrete plans to
do so have yet been made.
The main competition for the Company's product is the mammogram and similar
devices. The Company has not yet applied for any governmental approval of its
principal product in the territories of its exclusive license, but believes that
since the product was approved for use in the United States that it will
eventually be approved. Currently, the Company does not have any manufacturing
capacity or purchasers for its product, and will only begin to manufacture and
market the product when and if the product is approved for sale in the license
territory.
Registrant's principal executive offices are at 400 Grove St., Glen Rock,
NJ 07452. Telephone (201) 445-8862.
Item 2. DESCRIPTION OF PROPERTY
The Company's President provides the Company with limited office space in
his offices at no charge.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal actions involving the Company.
tem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Registrant submitted no matters to a vote of its security holders during
its fiscal year ended December 31, 1997.
Part II.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The company's Common Stock did not been traded from 1988 to February of
1998. Currently, the Company's Common Stock is traded over the counter on the
Bulletin Board. Since that time it has had a high of $1.25, and a low of $0.25.
(b) As of December 31, 1997, there were approximately 900 holders of
the Company's Common Stock.
(c) No dividends were paid during the fiscal year ending Dec. 31,
1997.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OR PLAN OF OPERATION
Plan Of Operation
During 1997 the Company acquired an exclusive license to manufacture,
market and sell a breast abnormality indicator in Chile and Singapore. Over the
next twelve months the Company intends to begin a series of steps which
hopefully will lead to the utilization of this license. The Company intends to
apply for all (if any) approvals needed to begin sales of the Company's product
in these countries, to arrange for a medical product distributor in these
countries to carry the Company's product, and to set up a manufacturing facility
for the product in one or both of the countries in which the company holds an
exclusive license. In order to set up this plant, the Company will be require to
raise additional funds to pay for the as of yet unascertained costs of setting
up the manufacturing and marketing systems envisioned. The minor administrative
costs for the Company have been and will in all likelihood continue to be borne
by the Company's President during 1998, until such time as the Company makes
more active efforts to implement its marketing and manufacturing plans.
ITEM 7. FINANCIAL STATEMENTS
The financial statements are attached hereto at page 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company did not change accountants for the fiscal year ending 1997.
Part III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS OF REGISTRANT
Name Age Position
Roger Fidler 46 President, Chief Financial
Officer and Sole Director
Jay Hait 28 Secretary
Roger Fidler. Mr. Fidler has been the sole director, President, Chief
Executive and Financial Officer of the Company since September, 1989. He will
serve until the next annual meeting scheduled for May, or until his successor is
elected and qualified. Mr. Fidler has been engaged in the private practice of
law since 1983. Mr. Fidler has also been President of PPA Technologies, Inc., a
private specialty chemicals company since its inception in 1994. Mr. Fidler has
also been President of Health Technologies International, Inc., a private
medical device company, since 1994.
Jay Hait. Mr. Hait has served as Secretary of the corporation since
November, 1997 and will continue to serve until his successor is elected and
qualified. Mr. Hait has worked as an attorney in Mr. Fidler's law practice since
May of 1997. Prior to that, Mr. Hait had been employed as a computer programmer
at Isis Corporation of Oakland, NJ from 1994. Mr. Hait worked as a help desk and
LAN technician at MDY Advanced Technologies of Fair Lawn, NJ in 1993, and Viacom
of New York, NY in 1992.
ITEM 10. EXECUTIVE COMPENSATION
No compensation was paid to any officer or director of the Company during
the fiscal year ending December 31, 1997.
Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1997, of each officer
or director of the Company, by each person or firm who owns more than 5% of the
Company's outstanding shares and by all officers and directors of the Company as
a group.
Number of Percentage
Name Shares of shares
Owned owned
Roger 6,060,000* 60.06%
Fidler
400 Grove St.
Glen Rock, NJ 07452
Scantek Medical, Inc. 2,000,000 20.00%
321 Palmer Rd.
Denville, NJ 07834
Officers and
Directors as
a Group 6,060,000 60.06%
___________________________________
* The Registrant has not had a change in control. However, the nature of that
control previously in place has changed. The President and sole director of the
Company, Roger Fidler, now owns over 60% of the voting stock of the Registrant
by virtue of the acquisition of certain assets of HTI as described above.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 30, 1997, the Registrant acquired the assets of Health
Technologies International, Inc. ("HTI"), a private New Jersey corporation, in
exchange for 8,448,606 shares of the Registrant's common stock. The primary
asset is an exclusive license to manufacture, market and sell a breast
abnormality indicator in Chile and Singapore. HTI was a closely held corporation
controlled by Mr. Fidler, who owned 93% of HTI's common stock. Scantek Medical,
Inc. received its 2,000,000 shares pursuant to the terms of the license
agreement.
Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) All required exhibits are incorporated herein by reference from the
Company's Form 10-KSB filed for the year ending December 31, 1992.
(b) Form 8-k and its associated schedules and reports reflecting the
purchase of assets from HTI on September 31, 1997 was filed in November 3, 1997,
and is incorporated by reference.
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(201) 790-8775
Fax (201) 790-8845
To The Board of Directors and Shareholders
of D-Lanz Development Group, Inc.
I have audited the accompanying balance sheet of D-Lanz Development Group,
Inc. (a development stage company) as of December 31, 1997 and the related
statements of operations, cash flows and shareholders' equity for the years
ended December 31, 1996 and 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of 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 and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of D-Lanz Development Group,
Inc. (a development stage company) as of December 31, 1997 and the results of
its operations, shareholders equity and cash flows for the year ended December
31, 1996 and 1997 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
D-Lanz Development Group, Inc. (a development stage company) will continue as a
going concern. As more fully described in Note 2, the Company has incurred
operating losses since the date of reorganization and requires additional
capital to continue operations. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans as to
these matters are described in Note 2. The financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of D-Lanz Development Group, Inc. (a
development stage company) to continue as a going concern.
/s/ Thomas P. Monahan
Thomas P. Monahan, CPA
March 30, 1998
Paterson, New Jersey
<PAGE>
<TABLE>
<CAPTION>
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
<S> <C> <C>
Assets
December 31, December 31,
1996 1997
Current assets
Cash $-0- $934
Other assets
License fees 252,500
Total other assets 252,500
Total assets $-0- $253,434
Liabilities and Stockholders' Equity
Commitments and Contingencies $-0- $-0-
Capital stock
Preferred stock-authorized 50,000,000 shares
$.001 par value. At December 31, 1996 and 1997 the
number of shares outstanding was -0-
Common stock-authorized 100,000,000 shares, par
value of $.001. At December 31, 1996 and 1997,
there were 1,551,394 and 10,000,000 shares $1,551
outstanding.
$10,000
Additional paid in capital -0- 246,051
Deficit accumulated during development stage (1,551) (2,617)
Total stockholders' equity -0- 253,434
Total liabilities and stockholders' equity $-0- $253,434
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the
For the year For the year period from
ended December ended December reorganization
31, 1996 31, 1997 (December 31, 1990)
to
December 31,
1997
<S> <C> <C> <C>
Income $-0- $-0- $-0-
Less costs of goods sold -0- -0- -0-
Gross profit -0- -0- -0-
Operations:
General -0- 1,066 1,066
and
administrative
Amortization -0- -0- -0-
Total expense -0- 1,066 1,066
Profit (loss) from -0-
operations and
before Corporate
income tax expense -0- -0-
Corporate income tax -0- -0- -0-
Net profit or (Loss) $-0- $(1,066) $(1,066)
Net income per share $-0- $-0- $-0-
Total number of shares 10,000,000 10,000,000 10,000,000
outstanding
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the
For the year For the year For the nine For the nine period from
ended December ended December months ended months ended reorganization
31, 1995 31, 1996 September 30, September 30, (December 31,
1996 1997 1990) to
October 31,
1997
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net profit (loss) $-0- $-0- $-0- $-0- $-0-
Depreciation and amortization -0- -0- -0- -0- -0-
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES -0- -0- -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Commitments and contingencies -0- -0- -0- -0- -0-
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES -0- -0- -0- -0- -0-
NET INCREASE (DECREASE) IN CASH -0- -0- -0- -0- -0-
CASH BALANCE BEGINNING OF PERIOD -0- -0- -0- -0- -0-
CASH BALANCE END OF PERIOD $-0- $-0- $-0- $-0- $-0-
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Additional Deficit accumulated
Date Preferred Preferred Common Common paid during development stage
Stock Stock Stock Stock in capital Total
<S> <C> <C> <C> <C> <C> <C>
12-31-1991 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1992 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1993 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1994 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1995 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1996 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
9 -30-1997(1) 2,000,000 2,000 2,000
9-30-1997(2) 6,448,606 6,449 246,051 252,500
12-31-1997 Net (1,066) (1,066)
loss
12-31-1997 -0- $-0- 10,000,000 10,000 246,051 $(2,617) 253,434
(1) Sale of shares pursuant to Regulation D at $.001 per share.
(2) Issuance of shares for acquisition of License Rights valued at
$.04 per share.
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Note 1. Organization of Company and Issuance of Common Stock
a. Creation of the Company
D-Lanz Development Group, Inc. (the "Company") was formed on June 28, 1972
under the laws of the State of Delaware under the name OSR Corporation. On May
17, 1988, the Company amended its certificate of incorporation changing its name
to Resort Connections, Inc. and changing the total shares authorized to issue to
55,000,000 of which 50,000,000 shares are shares of common stock, $.001 par
value per share and 5,000,000 shares of preferred stock, $.001 par value per
share. On January 30, 1990, the Company amended its certificate of incorporation
to change its name to D-Lanz Development Group, Inc. and change the aggregate
number of shares of stock the Company may issue to 100,000,000 shares of which
50,000,000 are shares of common stock, $.001 par value per share and 50,000,000
shares preferred stock, $.001 par value per share.
b. Description of the Company
The Company has purchased the License rights to certain patented technology
to manufacture and market for the countries of Chile and Singapore a temperature
sensing device and diagnostic direct reading, digital device to screen the
breast for abnormalities, including cancer.
c. Issuance of Capital Stock
On May 6, 1988, the Company restated the number of common stock outstanding
by reverse splitting the number of shares from 6,200,000 to 1,550,000.
On September 30, 1997, the Company issued 6,448,606 shares of common stock
to Health Technologies International, Inc. ("Health Tech") in consideration for
the rights to manufacture and market certain products valued at $252,500 or $.04
per share.
On September 30, 1997, the Company sold 2,000,000 shares of common stock to
Scantek Medical, Inc. ("Scantek") pursuant to Regulation D for $2,000 or $.001
per share.
Note 2-Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has been dormant since
December 31, 1990. On September 30, 1997, the Company acquired the License
rights to certain patents. The Company has not generated any income and has been
dependent upon management to pay the expenses to maintain the Company's
existence and pay the costs of acquiring the License rights. These factors
indicate that the Company's continuation as a going concern is dependent upon
its ability to obtain adequate financing.
The financial statements presented at December 31, 1997 consist of the
balance sheet of the Company as at December 31, 1997, and the related statements
of operations, retained earnings and cash flows for the year ended December 31,
1996 and 1997.
b. Cash and cash equivalents
The Company treats temporary investments with a maturity of less than three
months as cash.
c. Earnings per share
Earnings per share have been computed on the basis of the total number of
shares outstanding at December 31, 1997. On that date, 10,000,000 shares of
common stock were outstanding.
d. Revenue recognition
Revenue is recognized when products are shipped or services are rendered
e. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect 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.
Note 3 - Acquisition of License Rights
On September 30, 1997, the Company issued 6,448,606 shares of common stock
to purchase from Health Technologies International, Inc. ("Health Tech") the
rights to manufacture and market certain patented technologies. The License has
been valued at the historic cash purchase price of $252,500 paid by Health Tech
for the manufacturing and marketing rights.
Health Tech entered into an agreement on August 15, 1996 with Scantek, a
Delaware corporation located in Mountain Lakes, New Jersey for the licensing of
certain patented technology to manufacture and market for the countries of Chile
and Singapore. The patented technology consists of a temperature sensing device
and diagnostic direct reading, digital device to screen the breast for
abnormalities, including cancer.
As a result of the acquisition, the Company has been granted an
indivisible, exclusive right and license within the territories of Chile and
Singapore to assemble, use and sell the devices for a period ending with the
expiration of the applicable patents in these countries.
If the Company fails to achieve for a period of 12 consecutive months the
minimum net sales of the devices with respect to each country, Scantek may upon
30 days written notice and at its option either terminate this agreement or
delete the country from the Company's territories. Minimum net sales as defined
is based upon market penetration. The size of the market in each of the three
countries will be computed using official government census information from
each country. The market is defined as the lesser of two pairs of the device for
each women between the ages of 25 and 70 or such usage as may be recommended by
the relevant medical association or government agency in each country in the
Territory. The percentage of market penetration by year is as follows: Year
Percentage of Market Penetration 1998 0% 1999 1% 2000 3% 2001 4% 2002 and after
5%
This schedule is based upon the scheduled delivery of an operational
assembly line, part of which will be installed in Scantek's facility, part of
which will be install in the Company's facility. The above referenced years were
adjusted to appropriate calendar years so as not to prejudice the Company's 365
day time period in which to achieve the graduated market penetration.
As of September 30, 1997, Health Tech has paid to Scantek a nonrefundable
License Fees aggregating $252,500.
The Company is required to pay a royalty equal to 15% of Net Sales of
Licensed Devices in the Territories during each contract year during the term of
the agreement. The royalty paid, will in no instance be less than $1.00 per unit
or a guaranteed minimum royalty payable as follows:
The first minimum royalty payment of $80,000 is not due until December 31,
1998; $200,000 for the year 1999; $300,000 for the year 2000 and $400,000 for
each year thereafter.
Royalties are due and payable each quarter either for the actual amount due
or 25% of the minimum royalty payable for the year.
In the event that at any time during the term of this agreement, the
consumer price index in effect for the national government of the country of the
territory be increased by 10% over the index base as of the date of the
agreement. Then the minimum royalty payable and the minimum net sales for the
year will be increased by 10%.
The Company sold to Scantek 2,000,000 shares of common stock, representing
20% of the total issued and outstanding common shares of the Company as of the
date of the agreement for the aggregate sum of $2,000 or $.001 per share. Under
no circumstances will Scantek's common stock position be diluted to less than
15% of the issued and outstanding common stock of the Company. In the event
Scantek will receive, at nominal cost, warrants to purchase sufficient shares of
common stock to maintain its 20% ownership, such warrants will allow the
purchase of shares at $2.25 per share for five years from the date of the
agreement.
The Company is required to arrange to purchase a turnkey manufacturing
line. Upon completion of the line, that portion of the line that manufactures
Sensors for the licensed devices will be installed at the same location as
Scantek's own manufacturing facility. Scantek will operate that portion of the
line and to the extent of the lines manufacturing capacity, deliver the
Company's requirements for Sensors to the Company's plant location F.O.B. for
cost plus 25%. Scantek will maintain a purchase money security interest in the
sensors delivered pursuant to this agreement.
During each contract year, the Company is required to spend 5% of net sales
during the immediately preceding year on advertising and promotion.
Upon termination of this agreement, the Company agrees that neither the
Company's officers, directors, principals nor its shareholders will during a
period of 5 years from the date of termination manufacture Sensors or purchase
Sensors manufactured by any entity other than Scantek for use in the licensed
devices or any competing device or directly or indirectly manage, operation or
control of or be connected as an officer, director, shareholder, partner,
consultant, owner, employee, agent, lender, donor, vendor, or otherwise, or have
any financial interest in or aid assist anyone else in the conduct of any
competing entity which offers similar devices for sale.
The Company is required to maintain product liability insurance with a
limit of not less than $1,000,000.
Note 4 - Related Party transactions
a. Issuance of Common Shares
On September 30, 1997, the Company issued 6,448,606 shares of common stock
to Health Tech in consideration for the purchase of certain patents valued at
$252,500.
Mr. Roger Fidler is President of both the Company and of Health Tech
On September 30, 1997, the Company sold 2,000,000 shares of common stock to
Scantek Medical, Inc.
("Scantek") pursuant to Regulation D for $2,000.
b. Lease Commitment
The Company occupies office space rent free on a month to month basis from
Roger Fidler, President at 400 Grove Street, Glenn Rock, New Jersey.
c. Officer Salaries
No officer received salaries in excess of $100,000.
Note 5 - Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock,
$.001 par value per share. The board of directors of the Company is granted the
power to determine by resolution from time to time the power, preferences,
rights, qualifications, restrictions or limitations of the preferred stock.
At December 31, 1997,
the number of preferred shares outstanding was -0-.
Note 6 - Marketable Securities, Available for Sale
The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which requires that investments in equity securities that have readily
determinable fair values and investments in debt securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's investment strategy,
the Company's investments have been classified as available-for-sale. Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date.
Securities classified as available-for-sale are carried at estimated fair
value, as determined by quoted market prices, with unrealized gains and losses,
net of tax, reported in a separate component of stockholders' equity. At
December 31, 1997, the Company had no investments that were classified as
trading or held-to-maturity as defined by the Statement.
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet
classification at December 31, 1997:
<TABLE>
<S> <C> <C> <C> <C>
Gross Gross Estimated
Unrealized Unrealized Fair
` Cost Gains Gains Value
------ ------------- ------------- -------------
Cash $934 $934
Total cash and
cash equivalents $934 $934
===== =====
</TABLE>
Note 7 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of December 31, 1997, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company's financial position because the deferred tax asset related to
the Company's net operating loss carry forward and was fully offset by a
valuation allowance.
At December 31, 1997, the Company has net operating loss carry forwards for
income tax purposes of $2,617. These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carry forward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.
The components of the net deferred tax asset as of December 31, 1997
are as follows:
Deferred tax asset:
Net operating loss carry forward $ 890
Valuation allowance $( 890)
Net deferred tax asset $ -0-
The Company recognized no income tax benefit for the loss generated for the
SFAS No. 109 requires that a valuation allowance be provided if it is more
likely year ended December 31, 1997.
SFAS No. 109 requires that a valuation allowance be provided if it is more
likely than not that some portion or all of a deferred tax asset will not be
realized. The Company's ability to realize benefit of its deferred tax asset
will depend on the generation of future taxable income. Because the Company has
yet to recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided
Note 8 - Commitments and Contingencies
Liabilities, Commitments and Contingencies
At December 31, 1997 the Company has no liabilities or contingencies.
Note 9. Supplemental Cash Flow Information
The following is supplemental cash flow information for the year ended
December 31, 1997.
Issuance of 6,448,606 shares for acquisition of
License rights $(252,500)
Common stock 252,500
Total $ -0-
======
Note 10 - Development Stage Company
The Company is considered to be a development stage company with little
operating history. The Company is dependent upon the resources of the Company's
management and its ability to raise or borrow additional funds to continue to
exist. The Company has purchased the License rights to manufacture and market
certain patented technologies from Scantek and will require additional funds to
complete the process of building manufacturing facilities and implement the
Company's marketing program.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: March 26, 1998 By: s/Roger L. Fidler
ROGER L. FIDLER
President & Chief Financial
and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and dates indicated.
DATE: March 26, 1998 By: s/Roger L. Fidler
ROGER L. FIDLER
President
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the twelve month period ended December 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000075053
<NAME> D-lanz Development Group, Inc.
<MULTIPLIER> 1
<CURRENCY> $
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> Mar-31-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
