D LANZ DEVELOPMENT GROUP INC, S-8 POS, 1998-08-25

D LANZ DEVELOPMENT GROUP INC
S-8 POS, 1998-08-25
INVESTORS, NEC

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Registration No. 333 - 61233

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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)

COMPENSATION AGREEMENT WITH JOEL BROWNSTEIN
COMPENSATION AGREEMENT WITH WHARTON CAPITAL CORPORATION
COMPENSATION AGREEMENT WITH VESTCOM HOLDINGS, INC.
COMPENSATION AGREEMENT WITH SARIT HIRSCHKORN

(Full title of the plan)

Roger L. Fidler, 400 Grove St., Glen Rock, NJ 07452
(Name and address of agent for service)

(201) 445-8862
Telephone number, including area code,
of agent for service

<PAGE>
PURPOSE OF AMENDMENT

D-lanz Development Group, Inc. ("D-Lanz") has heretofore filed Registration
Statement No. 333-61233 (the "Registration Statement") which registered 200,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), for sale
and issuance as compensation in lieu of cash pursuant to Compensation Agreements
with, or in payment of services previously rendered from Joel Brownstein.
Bewtween August 12 - 15, 1998, D-Lanz and Mr. Brownstein modified this
agreement, and D-lanz also entered into a number of other similar agreements
which will result in D-Lanz issuing stock for services on similar terms as the
original agreement with Mr. Brownstein. Therefore, the Registration Statement is
hereby amended to register the additional shares of Common Stock contemplated in
these other people and / or organizations pursuant to and under the terms of
each respective contract.

Calculation of Registration Fee

- ---------------------- -------------------- --------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of securities offering price per aggregate offering
to be registered Amount to be share price Amount of
registered registration fee
- ---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par 1,525,000 shares $0.62(1) $953,125(1) $281.18
value $.001
per share
underlying
Common Stock Options
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(g)(2), the price of securities of the same
class included in this registration statement.

<PAGE>

PART I - INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS

D-LANZ DEVELOPMENT GROUP, INC.
1,525,000 SHARES OF COMMON STOCK
(PAR VALUE $.001)
----------------

The 1,525,000 shares of Common Stock, $.001 par value, of D-Lanz
Development Group, Inc. (the "Company") (collectively, the "Shares") to which
this Prospectus relates will be sold by the Company from time to time, or at any
one time, in negotiated transactions as compensation in lieu of cash pursuant to
Compensation Agreements with or in payment of services previously rendered from
various consultants to the Company. The costs of registering the Shares under
the Securities Act, estimated at $2,500.00, will be paid by the Company. The
Company will receive $800,000 from the execution of options underlying the sale
of 800,000 out of the the 1,525,000 Shares being registered, and will benefit
from the services rendered under the Compensation Agreements.

As of August 14, 1998, the Common Stock is traded through the Over The
Counter Market under the symbol "DLNZ." The last reported sales price for the
Common Stock on August 14, 1998 was $0.25 per share.

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

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS
AND RECIPIENTS OF THE SHARES OFFERED HEREBY.

----------------
THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE

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

The date of this Prospectus is August 15, 1998

<PAGE>

NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OR ISSUANCE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.

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

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.

The Company is filing with the Commission, 450 Fifth Street,
N.W.Washington, D.C. 20549, a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act, as amended, with respect to
the securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits thereto.
For further information regarding the Company and the securities offered hereby,
reference is made to the Registration Statement and to the exhibits filed as a
part thereof, which may be inspected at the offices of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 without charge or copied upon request
to the Public Reference Section of the Commission and payment of the prescribed
fee. This Registration Statement has been filed electronically through the
Electronic Data Gathering Analysis and Retrieval system (EDGAR) and is publicly
available through the Commission's web site (http://www.sec.gov). Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.

<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE

The Company's (i) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, (ii) Quarterly Reports on Form 10-Q for the quarters ended
March 30, 1998 and June 30, 1998, and (iii) the Current Report on Form 8K,
filed by the Company on December 1, 1997 are incorporated in and made a
constituent part of this Prospectus by reference. All reports and proxy
statements filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to termination of the offering of the Shares of Common Stock to which the
Prospectus relates shall likewise be deemed incorporated herein and made a
constituent part hereof by reference from the respective dates of filing.

Any statement contained in a document incorporated or deemed to
beincorporated by reference herein shall be deemed to be modified and superceded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated herein modifies
or replaces such statement. Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
Prospectus.

UPON WRITTEN OR ORAL REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO
EACH PERSON WHO RECEIVES A COPY OF THIS PROSPECTUS, A COPY OF ANY OF THE
INFORMATION THAT IS INCORPORATED BY REFERENCE HEREIN. ANY SUCH REQUEST SHOULD BE
MADE TO THE ATTENTION OF ROGER L. FIDLER, ESQ. AT D-LANZ DEVELOPMENT GROUP,
INC., 400 GROVE ST., GLEN ROCK, NJ, 07452, TELEPHONE NO. (201) 457-1221.

<PAGE>
THE COMPANY

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus may contain various "forward-looking statements," within
the meaning of the Securities Act and the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), that are based on management's beliefs, and
assumptions, as well as information currently available to management. When used
in this document, the words "anticipate," "estimate," "expect," "will" and
similar expressions may identify forward-looking statements. Although the
Company believes that the expectations reflected in any such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Any such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results, performance or financial condition may vary materially from
those anticipated, estimated or expected. Among the key factors that may have a
direct bearing on the Company's results, performance or financial condition are
fluctuations in the economy; the degree and nature of competition; demand for
the Company's products; changes in laws and regulations affecting the Company's
business; and the Company's ability to recruit and retain individuals with the
requisite technological expertise to continue to develop new products and
enhancements to existing products, to expand into new markets, and to transition
successfully from a development stage company to an operating company and other
matters described in "Risk Factors" and elsewhere in this Prospectus.

OVERVIEW

THE COMPANY

D-Lanz Development Group, Inc., a development stage 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 200,000,000 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. Through the acquisition
of HTI, the Company acquired the rights to purchase under license the exclusive
rights in Chile and Singapore (the "Territory") to manufacture and market a
breast thermal activity indicator ("BTAI") device ("the Licensed Device").

THE COMPANY'S PRODUCT AND PLAN OF DISTRIBUTION

The Licensed Device is a non-invasive, easy to use, low cost, adjunctive
test to be used by primary care physicians, gynecologists and other medical
specialists as part of a breast disease monitoring program along with breast
self- examination ("BSE"), palpation and (depending on a patient's age, family
history and other factors) mammography and other established clinical procedures
including ultrasound and/or biopsy. An important feature of the Licensed Device
is that the results will be immediately available to the physician while the
patient is "on site" at the point of care in the physician's office, clinic,
hospital and/or mammography center. If the Licensed Device indicates that there
is unilateral breast thermal activity (i.e., in one breast only), the physician
is alerted to the possibility of a physiological condition, including thermally
active cancer. The Licensed Device has received marketing clearance under
Section 510(k) of the Food, Drug and Cosmetic Act (the "FDC" Act ) from the
United States Food and Drug Administration ("FDA") by Humascan, Inc., the
licensee of the same technology in the United States. The Company's product has
not yet been submitted for approval to the appropriate regulatory agencies in
either Chile or Singapore.

As breast cancer cells multiply, excessive heat is often generated. This
heat is most often conveyed to the surface of the breast resulting in the
temperature of the skin of a particular area of one breast being elevated from
between 2 degrees and 6 degrees Fahrenheit versus the temperature of the same
area of the other breast. The Licensed Device permits the measurement and
comparison of temperature variances between three mirror-image sections of each
breast, thus indicating the possibility of either proliferating thermally active
breast cancer cells or certain types of thermally active breast disease which
may require medical treatment.

The Company intends initially to market the Licensed Device to primary care
physicians, gynecologists and other medical specialists throughout Chile and
Singapore. Pursuant to this strategy, the Company is searching for local
companies to enter into supply and distribution agreements in the licensed
territories.

The Licensed device consists of a pair of mirror-image, non-invasive,
lightweight, disposable soft pads, each of which has three wafer-thin segments
containing columns of heat sensitive chemical sensor dots that change color from
blue to pink reflecting an 8.5 degree temperature range between 90 degrees to
98.5 degrees Fahrenheit. When placed over a woman's breasts inside her brassiere
for a period of 15 minutes, the Licensed device registers skin temperature
variations due to heat conducted from within the breast tissue to the surface of
the skin. By comparing the mirror-image temperature differences between the two
breasts registered by the Licensed device, the physician can objectively
quantify if there is abnormal unilateral breast thermal activity, which is
considered significant if there is a 2o Fahrenheit or more temperature
difference between each breast in the same mirror-image location. Based on
clinical studies at major medical centers, the threshold tumor size that
resulted in significant skin temperature differences detectable with the
Licensed device was as small as five millimeters in size. In contrast, according
to industry sources, the majority of breast tumors are, on average, at least 15
millimeters or larger before they are palpable by most experienced clinicians.

The equipment that the Company will use to manufacture the Licensed Device
will be constructed by a medical engineering contractor and is expected to be
operational within one year of the start of construction. The Company
anticipates that the Licensed Device will be sold to distributors for prices
ranging from &8 per unit to $15 per unit. Final selling price will depend upon
whether the product is sold "OTC" or through physicians.

INDUSTRY BACKGROUND

Breast cancer is one of the most common cancers among women and,
notwithstanding existing methods of detection, is currently the leading cause of
death among women between the ages of 35 and 54 in the United States. The
American Cancer Society estimates that in 1996 approximately 184,300 new cases
of breast cancer are expected to be diagnosed and approximately 44,300 women are
expected to die from the disease in the United States alone. Although the causes
of breast cancer are unknown and there is no known method of prevention,
survival rates are highest, and the likelihood of recurrence is lowest, if the
cancer is diagnosed and treated at its earliest stages. According to the
National Cancer Institute, the five-year survival rate decreases from more than
90% to 72% after the cancer has spread to the lymph nodes and to 18% after it
has spread to other soft-tissue organs. Government spending for, and public
awareness of, early screening and diagnosis of breast cancer has increased
substantially in recent years. In fact, breast cancer screening is generally
recommended as a routine part of preventive health care for over 90 million
women in the United States. Industry sources estimate that approximately 11.3
million mammograms and 800,000 surgical biopsies were performed in the United
States in 1994 (the last year for which such data is available from the Centers
For Disease Control). Moreover, the Physicians' Insurers Association report for
1995 indicated that, during such year, failure to diagnose breast cancer was the
most common source of malpractice complaint among patients with breast cancer
and the second most expensive type of claim, with an average indemnity payment
of $301,460 during the six months preceding such report.

<PAGE>

CLINICAL TESTING

From 1980 to 1984, clinical data from the use of the Licensed Device was
collected on 3,262 women of all ages in five separate clinical trials at six
institutions and hospitals, all in the United States, including M.D. Anderson
Hospital and Tumor Institute ("M.D. Anderson"), Brottman Memorial Hospital
(UCLA) ("Brottman"), Georgetown University School of Medicine, Memorial
Sloan-Kettering Hospital ("Sloan-Kettering") and Guttman Cancer Diagnostic
Institute ("Guttman Diagnostic"). The key results of the principal trial, one
involving multiple sites, were as follows:

TRIAL (Guttman Diagnostic)

o The Licensed device versus Clinical Screening for "Suspicion of Cancer"
(using mammography and clinical breast examination) - The trial involved
2,805 women:

o 99 women were judged positive for "suspicion of cancer" based solely on
the standard screening methods, i.e., mammography and clinical breast
examination. Of the 99 women, 86 had positive breast thermal activity
based on the Licensed device results, for a sensitivity index (agreement
on positives with the standard clinical screening methods) of 86.9%.

o Biopsy results confirmed cancer in 15 women, 13 of whom had positive
breast thermal activity based on the Licensed device results, for a
sensitivity index (agreement on positives with biopsy) of 86.7%.

o 2,706 women were judged negative using the standard clinical screening
methods. 2,340 women were found to have no breast thermal activity based on
the Licensed device results, for a specificity index (agreement on
negatives with the standard screening methods) of 86.5% for no "suspicion
of cancer." Comparatively, in clinical screening for "suspicion of breast
cancer," mammography has a reported specificity of 90.0% and sensitivity of
78.0% to 96.0%, while clinical breast examination has a reported
specificity of 57.0% to 70.0% and BSE has a reported specificity of 20.0%
to 30.0%.

HISTORY OF THE LICENSED PRODUCT

The BTAI was patented in 1980 by Zsigmond L. Sagi, Ph.D. ("Dr. Sagi"), who
assigned the patents relating to the device, then called the "Breast Cancer
Screening Indicator," to a private company called BCSI Laboratories, Inc.
("BCSI"). In 1980, BCSI was acquired by Faberge, Incorporated ("Faberge") and
work on the BTAI continued. FDA authorization to market the BTAI was granted in
1984. By that time, Faberge had constructed a plant and the necessary machinery
to commence commercial production of the BTAI. In 1985, Faberge was acquired in
a hostile takeover by McGregor Industries ("McGregor"). Following the
acquisition, McGregor reportedly discontinued work on many of the new business
projects Faberge had been pursuing, including the BTAI, but retained ownership
of the patent to, and regulatory approvals for, the BTAI. In 1986 Scantek
Medical Corp. ("SMC") was formed by Dr. Sagi and purchased all BCSI. In 1991,
the assets of SMC (including the patent rights and regulatory approvals for the
Licensed device) were acquired by Scantek Medical, Inc. ("Scantek"). In 1997,
Scantek granted a license to the Company to manufacture and market the Licensed
Device in Chile and Singapore.

Plan Of Operation

The Company has 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 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.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk and immediate and substantial dilution and should be made only by
persons who can afford a loss of their entire investment. In addition to the
other information in this Prospectus, the following risk factors should be
considered carefully in evaluating an investment in the shares of Common Stock
offered hereby.

Absence of Operating History; Development Stage; Stockholders' Deficit; No
Revenues; Continuing Losses. The Company commenced its current business (See
Business of the Company) in December, 1997, has no operating history and is in
the development stage. As such, the Company is subject to all of the business
risks associated with a new enterprise, including constraints on the Company's
resources, lack of established creditor relationships and uncertainties
regarding product development and future revenues. Since its inception, the
Company has been engaged only in development activities and raising capital. The
Company has not derived any revenue from operations and has incurred losses
since inception. The Company does not anticipate deriving any revenue from
operations until such time as the Company's licensed device is available for
commercial delivery. The Company anticipates incurring significant costs in
connection with bringing the Company's licensed device to market, including
costs relating to the establishment of its manufacturing facility and the
establishment of its marketing program. The Company's ability to operate its
business successfully will depend, in part, on a variety of factors, many of
which are outside the Company's control, including governmental programs and
requirements in Chile and Singapore, physician and consumer preferences,
regulatory requirements, plant and equipment repair and maintenance
requirements, competition and changes in raw material supplies and suppliers.
The likelihood of success of the Company must be considered in light of the
expenses, difficulties and delays frequently encountered in connection with the
formation and early phase of operation of a new business and the competitive
environment in which it will operate. There can be no assurance regarding
whether or when the Company will successfully implement its business plan or
that the Company will achieve profitability by generating sufficient revenues to
offset anticipated costs. See "Management's Discussion and Analysis of Financial
Condition and Plan of Operation."

Significant Capital Requirements; Need for Additional Financing. The
Company's capital requirements in connection with its product development and
marketing activities will be significant. The Company has been dependent upon
the proceeds of sales of its securities to private investors to fund its initial
development activities. Since the Company is not currently generating any
revenue from operations, it is dependent on the proceeds of this Offering to
continue development activities. The Company's future liquidity and capital
funding requirements will depend on numerous factors, including the results of
clinical studies, the extent to which the licensed device gains market
acceptance, the costs and timing of expansion of sales, marketing and
manufacturing activities and competition. There can be no assurance that
additional capital, if needed, will be available on terms acceptable to the
Company, or at all. Furthermore, any additional equity financing may be dilutive
to stockholders, and debt financing, if available, will likely include
restrictive covenants. The failure of the Company to raise capital on acceptable
terms when needed could have a material adverse effect on the Company. See
"Management's Discussion and Analysis of Financial Condition and Plan of
Operation--Liquidity and Capital Resources."

Dependence Upon a Single Product. The Company's licensed device is
currently the Company's only product and will account for substantially all of
the Company's revenue, if any, for the foreseeable future. The Company's
licensed device was approved by FDA in January 1984 under Section 510(k) of the
FDC Act ("510(k) Market Rights") to be marketed for use by physicians as an
adjunct to routine physical examination, including palpation, mammography and
other established procedures for the detection of breast disease, but has not
yet been commercially introduced. There can be no assurance that, when
manufactured, the device will be effective or that it will be more effective
than competing products or technologies, capable of being manufactured in
commercial quantities at acceptable costs or successfully marketed. If the
device is not successfully commercialized, it is likely that the Company's
business operations would cease.

Uncertainty of Market Acceptance; Certain Thermographic Applications Not
Accepted. The Company's success will be substantially dependent upon, among
other factors, the market acceptance of the Company's licensed device. The
Company has not yet commenced marketing activities or conducted market or
feasibility studies with respect to the device. The Company believes that market
acceptance of the device will depend, in part, upon the Company's ability to
demonstrate to physicians the clinical benefits, safety, efficacy and
cost-effectiveness of the device. Prior thermographic devices which, unlike the
device, involved imaging rather than measurement of temperature differences, did
not perform as intended. In 1983, the Office of Health Technology Assessment
("OHTA") of the Department of Health and Human Services issued a report stating
that thermography needed further development and should not be used alone for
diagnostic screening as an alternative to mammography. In 1984, the Health Care
Financing Administration ("HCFA") withdrew coverage for thermography under
Medicare and Medicaid as a diagnostic screening method. In 1991, based upon
reports which addressed the use of thermography in neurological and
musculoskeletal conditions, the American Medical Association ("AMA") passed a
resolution stating that thermography had not been proven to have value as a
medical diagnostic test. In 1992, HCFA withdrew Medicare and Medicaid
reimbursement for all other uses of thermography. In 1993, the AMA adopted a
resolution stating that the use of thermography for diagnostic purposes could
not be recommended at that time. Although the Company's licensed device is
adjunctive and is not to be used for diagnosis of breast disease, the OHTA, HCFA
and AMA positions against the use of thermography as a diagnostic tool may cause
confusion among physicians. The Company will need to demonstrate that the
licensed device is an effective adjunct to diagnostic procedures. In the event
that the licensed device fails to achieve significant market acceptance, it is
likely that the Company's business operations would cease. See "Management's
Discussion and Analysis of Financial Condition and Plan of Operation."

No Manufacturing Experience; Dependence on Zigmed, Inc. The Company has no
experience in manufacturing, and has not yet manufactured the licensed device.
If the Company is unable to manufacture the device, the Company would not be
able to commercialize it, in which event, it is likely that the Company's
business operations would cease. If the Company encounters manufacturing
difficulties, including problems involving production yields, quality control
and assurance, shortages of components or shortages of qualified personnel, it
could have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, there is no assurance that the
Company will be able to manufacture the device in accordance with FDA's current
Good Manufacturing Practice ("CGMP") regulations. The Company has entered into a
contract (the "Turnkey Construction Contract") with Zigmed for the turnkey
construction of its licensed device production machinery (the "Production Line")
and is dependent on Zigmed for the construction of the Production Line. In the
event Zigmed fails to complete the Production Line, the Company would be forced
to complete the Production Line itself or pay another contractor to complete it.
Unless the Production Line is substantially completed by Zigmed, it is unlikely
that the Company could complete the Production Line itself, and there can be no
assurance that the Company could find another contractor willing to complete the
Production Line or complete it at a cost acceptable to the Company. Failure by
Zigmed to complete the Production Line would, and failure by Zigmed to complete
it as scheduled could, have a material adverse effect on the Company. Zigmed is
controlled by Zsigmond G. Sagi, the son of Dr. Sagi, the Chairman of the Board
of Scantek.

Termination of License Agreement if Certain Threshold Royalties are not
Earned. The Company has licensed the rights to the licensed device from Scantek
pursuant to a license agreement dated as of August 15, 1996, as amended March 5,
1997 (the "License Agreement"). The License Agreement provides that the Company
is to pay minimum royalties of $80,000, $200,000 and $300,000 respectively, in
the first three years in which the device is sold and $400,000 in the fourth and
subsequent years. There is no assurance that the device will be commercialized
successfully, or that threshold royalties will be earned. Any such termination
of the License Agreement for failure to earn threshold royalties would be likely
to cause the Company's business operations to cease. See "Business--License
Agreement."

Lack of Marketing Experience; Dependence on Unascertainable Companies; The
Company currently has no marketing experience and limited financial, personnel
and other resources to undertake the extensive marketing activities necessary to
market the licensed device. The Company's ability to generate revenue from the
sale of the device will be dependent upon, among other things, its ability to
manage an effective sales organization. The Company will need to develop a sales
force and a marketing group with technical expertise to coordinate marketing
efforts with local companies in its designated license areas. The Company has
not yet entered into distribution agreements in its licensed territories, yet
will be significantly dependent on the companies ultimately contracted with for
distribution and sales. Failure of these companies to perform as anticipated
would have a material adverse effect on the Company's operations. In addition,
there can be no assurance that the Company will be able to market or sell its
products effectively through independent sales representatives, through
arrangements with some other outside sales force, or through strategic partners.
See "Business--Marketing and Distribution."

Foreign Government Regulation. The Company's products and manufacturing
activities are subject to extensive foreign government regulation. The
regulation of medical devices varies from country to country. USFDA approval is
sometimes accepted as proof of efficacy in Chile and Singapore. There can be no
assurances that regulatory registration will be effected within an acceptable
time frame. Failure to achieve registration for sale of the BTAI will materially
and adversely effect the Company.

Competition; Technological Obsolescence. The Company is not aware of any
low-cost devices currently on the market which compete with the Company's
licensed device. Nevertheless, the Company's potential competitors may succeed
in developing products that are more effective or less costly than the Company's
products, and such competitors may also prove to be more successful than the
Company in manufacturing, marketing and sales. Some of the Company's potential
competitors may be large, well-financed and established companies that have
greater resources for research and development, manufacturing and marketing than
the Company and, therefore, may be better able than the Company to compete for a
share of the market even in areas in which the Company may have superior
technology. It is also possible that there will be technological changes or
developments by competitors which will render the device noncompetitive or
obsolete.

Dependence on Qualified Personnel. The success of the Company is dependent
on the continued efforts of Roger L. Fidler, the Company's President and Chief
Executive Officer. The loss of Mr. Fidler's services could have a material
adverse effect on the Company's operations. The success of the Company is also
dependent upon its ability to hire and retain additional qualified scientific,
managerial and manufacturing personnel. Competition for personnel is intense in
the medical device manufacturing industry. There can be no assurance that the
Company will be able to attract and retain qualified personnel.

Lack of Patent Protection; Neither the Company nor the Licensor of the
licensed device which the Company intends to manufacture has patented the
Company's licensed device in Chile or Singapore. Therefore, the Company must
rely on trade secrets, to protect its technology. There can be no assurances
that trade secrets will be established, that secrecy obligations will be
honored, or that others will not independently develop similar or superior
technology. To the extent that consultants, key employees, or other parties
apply technological information independently developed by them or by others to
Company products, disputes may arise as to the proprietary rights to such
information which may not be resolved in favor of the Company. There is no
assurance that the Company will be able to prevent competitors from using the
same or similar marks, concepts or appearance or will have the financial
resources to protect its marks against infringing use. The Company does not
currently intend to apply for patents on the licensed device in Chile or
Singapore. In the event that patent protection is not obtained, the business of
the Company may be materially and adversely affected.

Product Liability. The nature of the Company's products may expose the
Company to product liability risks. The Company currently does not maintain
product liability insurance coverage. Although the Company plans to obtain
product liability insurance before sales of the licensed device begin, such
insurance is becoming increasingly expensive and there can be no assurance that
the Company will be able to obtain or maintain such insurance on acceptable
terms or that such insurance, if obtained, will provide adequate coverage
against product liability claims. While no product liability claims have been
brought against the Company to date, a successful product liability claim
against the Company in excess of its insurance coverage could have a material
adverse effect on the Company.

Risks Associated with an International License. The Company is only
licensed to sell the licensed product in Chile and Singapore. Thus, the Company
is required to create a strategy which will require it to run operations
exclusively in foreign markets. To date, the Company has no experience in
creating localized versions of its products and marketing and distributing its
products internationally. There can be no assurance that the Company or the
entities with which it partners in these international markets will be able to
successfully manufacture, market, sell and deliver the Company's licensed
products in these markets. In addition to the uncertainty as to the Company's
ability to operate with an international presence, there are certain risks
inherent in doing business on an international level which could adversely
impact the success of the Company's international operations. These risks
include technical difficulty in localizing the products for the specific
territories, changes in regulatory requirements, export restrictions, export
controls relating to encryption technology, tariffs and other trade barriers,
difficulties in staffing and managing foreign operations, longer payment cycles,
problems in collecting accounts receivable, political instability, fluctuations
in currency exchange rates, seasonal reductions in business activity during the
summer months in Europe and certain other parts of the world and potentially
adverse tax consequences. In some cases, the prohibitive costs of telephones,
telephone lines, high speed links and other communications access may exclude
whole countries. There can be no assurance that one or more of such factors will
not have a material adverse effect on the Company's future international
operations and, consequently, on the Company's business, operating results and
financial condition. Concentration of Stock Ownership. The present directors,
executive officers and their respective affiliates are the beneficial owners of
approximately 63.6% of the outstanding Common stock and upon completion of this
offering, the present directors, executive officers and their respective
affiliates will beneficially own approximately 63.28% of the outstanding Common
Stock. As a result, these stockholders are and will be able to exercise absolute
control over all matters requiring stockholder approval, including the election
of directors and approval of significant corporate transactions. Such
concentration of ownership may also have the effect of delaying or preventing a
change in control of the company.

Potential Conflicts of Interest. In connection with its acquisition of the
technology relating to the licensed device, the Company entered into the License
Agreement with Scantek and the Turnkey Construction Contract with Zigmed. Upon
completion of this Offering, Scantek will own beneficially approximately 20% of
the Company's outstanding Common Stock. Zigmed is controlled by Zsigmond G.
Sagi, the son of Dr. Sagi, the Chairman of the Board of Scantek. These
relationships could result in conflicts of interest and none of Scantek, Dr.
Sagi or Zigmed is under any obligation to resolve such conflicts in favor of the
Company. In connection with this Offering, the Company has adopted a policy
whereby all future transactions between the Company and its officers, directors,
principal stockholders or affiliates, will be approved by a majority of the
Board of Directors, including a majority of the independent and disinterested
members of the Board of Directors or, if required by law, a majority of
disinterested stockholders, and will be on terms no less favorable to the
Company than could be obtained in arm's length transactions from unaffiliated
third parties. However, until such directors have been employed, this will not
be effective.

Shares Eligible for Future Sale. Future sales of shares of Common Stock by
existing stockholders, or optionholders or warrantholders upon exercise of their
options or warrants, pursuant to Rule 144 ("Rule 144") promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), or otherwise, could
have an adverse effect on the price of shares of Common Stock. Sales of
substantial amounts of Common Stock or the perception that such sales could
occur could adversely affect prevailing market prices for the Common Stock. Each
of the Company, the existing stockholders and all holders of options, warrants
or other securities exchangeable for or convertible into Common Stock have
entered into certain lock-up agreements with the Representative.

Absence of Dividends. The Company has never paid a dividend on the Common
Stock and does not expect to pay any dividends on the Common Stock in the
foreseeable future. See "Dividend Policy."

USE OF PROCEEDS

The Company will only receive nominal proceeds from the sale of the
1,525,000 of the Shares to be registered under this registration Statement
($1,525) but will receive $800,000 from the execution of the options rendered
hereunder, if and only if those options are executed. Additionally, the Company
will benefit from the services rendered under the Compensation Agreements. The
Company anticipates that it will use such gross proceeds for general corporate
and working capital purposes.

PLAN OF DISTRIBUTION

As soon as reasonably practicable, after the filing of this Registration
Statement, the Shares to which this Prospectus relates will be issued by the
Company from time to time, or at any one time, as compensation pursuant to
negotiated Compensation Agreements the following consultants ("Consultants") to
the Company and in the following amounts.

<TABLE>

<CAPTION>
CONSULTANT AMOUNT OF SHARES
<S> <C>
Joel Brownstein 700,000
Vestcom Holdings, Inc. 600,000
Sarit Hirschkorn 100,000
Wharton Capital corp. 125,000
- ---------
TOTAL 1,525,000

</TABLE>

Of the Shares, 600,000 shares are issued in lieu of cash compensation for
services rendered and to be rendered and 9,025,000 shares shall be issued upon
the exercise of the Nonqualified Stock Option granted to four Consultants as
compensation under their Compensation Agreement, at a purchase price of between
$0.40 and $1.00 per share and for which the Company will receive aggregate gross
proceeds of $850,000. Upon issuance, all Shares will be, duly authorized,
validly issued, fully paid and nonassessable. All Shares are not subject to the
provisions of the Employee Retirement Income Security Act of 1974 and shall not
have any restrictions on resale. See also Item 4, Description of Securities.

Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.

<PAGE>
PART II - INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (File No. 000-05367) pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:

(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997;

(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
ended March 31, 1998 and June 30, 1998 and the Registrant's Current
Report on Form 8K, filed by the Registrant on December 1, 1997; and

All documents filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

The Common Stock of the Registrant is registered under Section 12(g) of the
Exchange Act.

All of the 1,525,000 shares of Common Stock, par value $.001 per share (the
"Common Stock"), offered hereby are being offered by D-Lanz Development Group,
Inc. (the "Registrant"). As of August 14, 1998, the Common Stock is traded
through the Over The Counter Market under the symbol "DLNZ" The last reported
sales price for the Common Stock on August 14, 1998 was $0.25 per share.

The Registrant is authorized to issue 55,000,000 shares 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. As of the date hereof,
the Registrant had 10,000,000 shares of Common Stock outstanding held of record
by approximately 800 holders. No shares of Preferred Stock are currently
outstanding. Holders of Common Stock are entitled to one vote for each share
held of record on each matter submitted to a vote of stockholders. There is no
cumulative voting for election of directors. Subject to the prior rights of any
series of Preferred Stock which may from time to time be outstanding, if any,
holders of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of funds legally available therefor and,
upon the liquidation, dissolution or winding up of the Registrant, are entitled
to share ratably in all assets remaining after payment of liabilities and
payment of accrued dividends and liquidation preferences on the Preferred Stock,
if any. Holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other securities. All outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby upon issuance,
will be, duly authorized, validly issued, fully paid and nonassessable.

The Registrant's Restated Certificate of Incorporation authorizes the
issuance of Preferred Stock with such designations, rights and preferences as
may be determined from time to time by the Board of Directors. Accordingly, the
Board is empowered, without stockholder approval, to issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the relative voting power or other rights of the holders of the
Registrant's Common Stock. In the event of issuance, the Preferred Stock could
be used, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Registrant. Although the Registrant has no
present intention to issue any shares of Preferred Stock, there can be no
assurance that the Registrant will not do so in the future. If the Registrant
issues shares of Preferred Stock, the issuance may have a dilutive effect upon
the holders of the Registrant's Common Stock, including the purchasers of the
shares being offered hereby.

Item 5. Interests of Named Experts and Counsel.

Roger L. Fidler, Esq., has passed upon the legality under the law of
Delaware, the state in which the Company is incorporated, of the Common Stock of
the Company being offered hereby. Mr. Fidler is the majority holder of the
Company's common stock, holding 6,360,000 shares of the Common Stock of the
Company.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The registrant has
provided for indemnification to the extent permitted by the provisions of the
Delaware statute in its charter and by-laws. See Item 9, "Undertakings."

Item 7. Exemption from Registration Claimed.

Not Applicable.Item

8. Exhibits.

NUMBER DESCRIPTION
4.01 Articles Of Incorporation**
4.02 Certificate Of Amendment To The Articles Of Incorporation**
4.03 By laws**
4.04 Form Of Option*
5.01 Opinion of Roger L. Fidler, Esq. counsel to the registrant, as
to the legality of the common stock being offered.*
15.01 Letter Re Unaudited Interim Financial Information*
24.01 Consents Of Experts And Counsel**
99.01 Compensation Agreement with Joel Brownstein*
99.02 Compensation Agreement with Sarit Hirschkorn*
99.03 Compensation Agreement with Vestcom Holding, Inc.*
99.04 Compensation Agreement with Wharton Capital, Inc.*

* Filed herewith.
** Incorporated by reference to Exhibit 3.X to Registrant's Annual Report
on Form 10-KSB for the years ended December 31, 1995, 1996, and 1997.

Item 9. Undertakings

The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) To include any prospectus required by Section
10(a)(3) of theSecurities Act of 1933; (ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement. (2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. (3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hackensack, State of New Jersey, on August 17,
1998.

D-LANZ DEVELOPMENT GROUP, INC.

By: /s/Roger L. Fidler
Roger L. Fidler
President, Director

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

By: /s/Roger Fidler By: /s/Jay Hait
Roger Fidler, President Jay Hait, Secretary

August 17, 1998 August 17, 1998

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefits plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hackensack, State of New
Jersey, on August 17, 1998.

By: /s/Roger Fidler
Roger Fidler, President
<PAGE>
Exhibit 4.04

D-LANZ DEVELOPMENT GROUP, INC.
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of _______ ___, 1998 by and between D-Lanz
Development Group, Inc., a Delaware corporation (the "Company"), and __________
__________ ("Optionee").

R E C I T A L

The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services to be rendered by Optionee as
a consultant to the Company, pursuant to the terms of an Agreement ("Agreement")
between the Company and Optionee, dated _________, of a stock option to purchase
the _________ shares of Common Stock of the Company upon the terms and
conditions hereinafter stated.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and of the
undertakings of the parties hereto contained herein, it is hereby agreed:

1. Number of Shares; The Company hereby grants to Optionee,an option
("Option") to purchase up to _________ shares ("Option Shares") of Common Stock
of the Company, at the exercise price of $_____ per share.

2. Term. This Option shall expire on _________________.

3. Method of Exercise. The Option may be exercised by written notice
delivered to the Company stating the number of shares with respect to which the
Option is being exercised, together with a check made payable to the Company in
the amount of the purchase price of such shares. This check will be held for
five business days to allow for the sale of the option sharesexercised. Not less
than 100 shares may be purchased at any one time unless the number purchased is
the total number purchasable under such Option at the time. Only whole shares
may be purchased.

4. Tax Withholding. As a condition to exercise of this Option, the Company
may require the Optionee to pay over to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect to
the exercise of this Option. or to take such other acts and actions that the
Company may deem necessary or advisable to effect compliance with the Internal
Revenue Code and / or regulations promulgated thereunder.

5. Exercise on Termination of Employment. This Option shall not terminate
as a result of the termination of Optionee's services as a consultant to the
Company.

6. Transferability. This Option may not be assigned excep with the express
written consent of the Company. If Optionee assigns this Option, written notice,
including the name, address and taxpayer ID number of the assignee, shall be
provided to the Company.

<PAGE>
7. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of the Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued.

8. Restrictions on Sale of Shares. Optionee represents and agrees that,
upon Optionee's exercise of the Option in whole or part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the shares issued to him, he will acquire the shares issuable upon
exercise of this Option for the purpose of investment and not with a view to
their resale or further distribution, and that upon each exercise thereof
Optionee will furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. Optionee agrees that any
certificates issued upon exercise of this Option may bear a legend indicating
that their transferability is restricted in accordance with applicable state or
federal securities law. Any person or persons entitled to exercise this Option
under the provisions of Paragraph 4 hereof shall, upon each exercise of the
Option under circumstances in which Optionee would be required to furnish such a
written statement, also furnish to the Company a written statement to the same
effect, satisfactory to the Company in form and substance.

9. Registration. On or before thirty days after the date of this Agreement,
the Company shall, at the Company's expense, use its best efforts to file with
the Securities and Exchange Commission ("SEC"), a registration statement
("Registration Statement") on Form S-8 or other comparable form, in such form as
to comply with applicable federal and state laws for the purpose of registering
or qualifying the Option Shares for resale by Optionee, and prepare and file
with the appropriate state securities regulatory authorities the documents
reasonably necessary to register or qualify such securities, subject to the
ability of the Company to register or qualify such securities under applicable
state laws.

10. Notices. All notices to the Company shall be addressed to the Company
at the principal office of the Company at 400 Grove St., Glen Rock, NJ
Telecopier No. (201) 457-1331, and all notices to Optionee shall be addressed to
Optionee at the address and telecopier number of Optionee on file with the
Company, or to such other address and telecopier number as either may designate
to the other in writing. A notice shall be deemed to be duly given if and when
enclosed in a properly addressed sealed envelope deposited, postage prepaid,
with the United States Postal Service and followed by telecopier to the
addressee. In lieu of giving notice by mail as aforesaid, written notices under
this Agreement may be given by personal delivery to Optionee or to the Company
(as the case may be).

11. Adjustments. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 2 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; provided, however,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.

12. Cessation of Corporate Existence. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or

(ii) in its sole and absolute discretion, the surviving corporation may,
but shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.

<PAGE>
13. Invalid Provisions. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.

14. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, however, the parties agree to
the jurisdiction of the courts of the State of New Jersey.

15. Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties hereto and
delivered to the other.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.

D-LANZ DEVELOPMENT GROUP, INC.
("Company")

By:
----------------------------------------
Roger L. Fidler
President

Optionee's Social
Security Number
("Optionee")

----------------------------------------
Optionee's Name

Optionee's Address:

<PAGE>

Exhibit 5.01

August 17, 1998
D-Lanz Development Group, Inc.
400 Grove St.
Glen Rock, NJ 07452

Gentlemen:

I have acted as counsel to D-Lanz Development Group, Inc. (the
"Registrant") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to 1,525,000 shares of Common Stock, par value $.001 per
share, of the Registrant(the "Shares"), subject to the Compensation Agreement
with Joel Brownstein.

In connection with the foregoing, I have examined, among other things, the
Registration Statement and originals or copies, satisfactory to me, of all such
corporate records and of all such agreements, certificates and other documents
as I have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity with the original documents of documents submitted to me as
copies. As to any facts material to such opinion, I have, to the extent that
relevant facts were not independently established by me, relied on certificates
of public officials and certificates, oaths, representations and declarations of
officers or other representatives of the Registrant.

Based upon and subject to the foregoing, I am of the opinion that the
Shares to be issued in payment of compensation under such Compensation
Agreements will be, when issued, validly issued, fully paid and non-assessable.

I hereby consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.

Very truly yours,
/s/ Roger L. Fidler
Roger L. Fidler, Esq.

<PAGE>
Exhibit 15.01

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

I hereby consent to the incorporation by reference into the Registration
Statement on Form S-8 of my report dated March 30, 1998 with respect to the
consolidated financial statements of D-Lanz Development Group, Inc. included in
the Annual Report (Form 10-KSB) for the year ended December 31, 1997.

/S/Thomas P. Monahan
Thomas P. Monahan, C.P.A.

Hackensack, New Jersey
May 15, 1998

<PAGE>
EXHIBIT 99.01

FIRST AMENDED CONSULTING AGREEMENT

This Agreement is entered into this _13th_ day of August,1998, by and
between D-Lanz Development Group, Inc., a Bulletin Board listed corporation
(DLNZ)(hereinafter referred to as Client, Corporation or the Company), having
its principal place of business at 400 Grove St., Glen Rock, NJ, 07452,, and
Joel Brownstein, 1441 3rd Ave., Suite 7b, New York, NY 10028 (hereinafter
referred to as Consultant).

WHEREAS, Client has previously entered into an agreement with consultant
dated August 5, 1998, and now desires to retain Consultant to advise Client with
respect to certain financial, management and public relations matters for an
additional two years, six months; and,

WHEREAS, Consultant wishes to render such consulting services for Client;

IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial, management and public relations matters, explicitly
unrelated to cash raising activities, on the terms and conditions set forth
hereinafter, in consideration of which ten dollars has been paid in hand, and
other good and valuable consideration has been exchanged, the receipt and
sufficiency of which is hereby acknowledged, to wit:

1. Duties of Consultant. Consultant shall use his best efforts and such
time as Consultant and Client shall deem to be necessary and/or advisable to
advise the Company on financial, management and public relations matters as
requested by the Client. The Company acknowledges that Consultant is not
required by this Agreement to restrict his services only to the Company and it
is further specified that these services are unrelated, and will remain
unrelated, to cash raising activities.

2. Compensation. Upon acceptance of this Amended Agreement, Consultant
shall be additionally compensated as follows:

Consultant shall participate in the Company's Employee Stock Option
Program. Pursuant to this program Consultant shall receive options to purchase
500,000 shares at a price of $1.00 per share. These options will be issued on
August 15, 1998 and shall be deemed earned when issued and received by
Consultant. The options and the shares underlying said options shall be
registered on Form S-8 as soon after the execution of this agreement as is
feasible.

3. Term and Termination. The term of this Agreement shall be in effect for
three years at the end of which term it shall terminate.

In the event that a prior termination is desired by Client, notice in
writing must be provided thirty days before the date of desired termination
which shall be the end of the month following receipt of said written notice.

4. Miscellaneous. This Agreement shall be construed under the laws of the
State of New Jersey and any dispute arising from this Agreement shall be
resolved by binding arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack, New
Jersey. Any award arising therefrom shall be enforceable in any court of
competent jurisdiction. This Agreement is the total agreement of the parties
hereto and shall be binding upon them, their affiliates, heirs, and successors
in interest. This Agreement shall not be amended except by a subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal fashion possible to make it
enforceable or if unenforceable in total, it shall be severed from this
Agreement and the remaining parts of the Agreement shall be enforced. Except as
required by law, this Agreement shall not be disclosed by the parties hereto to
any other person or entity.

IT WITNESS WHEREOF the parties hereto have executed this Agreement on the
date first above written.

D-LANZ DEVELOPMENT GROUP, INC.

BY:_/S/ Roger Fidler____________ BY:__/s/ Joel Brownstein__________
Roger Fidler Joel Brownstein
President

<PAGE>
EXHIBIT 99.02

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") made as of August 23, 1997 by
and between Sarit Hirschkorn (the "Consultant") and D-Lanz Development Group,
Inc. (the "Company").

WITNESSETH:

WHEREAS, the Company desires to hire consultant due to her expertise in
computer systems; and

WHEREAS, Consultant wishes to render services to the Company in her areas
of expertise;

NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, it is agreed as follows:

1. The Company hereby retains Consultant to create a customer and sales
tracking database, and to provide general software and hardware support in the
normal course of Company's operations. Consultant agrees to use her best efforts
during the term of this Agreement to provide the computer services required by
the Company.

2. This Agreement shall become effective as of the date first set forth
above, and shall continue for a period of one (1) year. Notwithstanding the
foregoing, the Company and/or Consultant shall be entitled to terminate this
Agreement for cause upon 30 days' written notice, which written notice shall be
effective upon mailing by first class mail accompanied by facsimile transmission
to Consultant at the address and telecopier number last provided by Consultant
to the Company. Cause shall be determined solely as to the following: violation
of any rule or regulation of any regulatory agency; and other neglect, act or
omission detrimental to the conduct of Company's and/or Consultant's business;
material breach of this Agreement or any unauthorized disclosure of any of the
secrets or confidential information of Company; dishonesty related to
independent contractor status.

3. As compensation for Consultant's services, the Company shall issue to
Consultant upon the execution of this Agreement, pursuant to the terms of the
Company's Non-Qualified Stock Option plan, an option to purchase up to
100,000 shares of Common Stock, which shall vest immediately upon execution of
this Agreement, at an exercise price of $1.00 per share, for services to be
performed by Consultant for the benefit of the Company. The Company further
agrees to register the 100,000 shares underlying said option on Form S-8.

4. Consultant covenants that all information concerning the Company,
including proprietary information, which it obtains as a result of the services
rendered pursuant to this Agreement shall be kept confidential and shall not be
used by Consultant except for the direct benefit of the Company nor disclosed by
Consultant to any third party without the prior written approval of the Company,
unless such confidential information becomes public knowledge.

5. Consultant and the Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold itself out as, nor shall it
take any action from which others might infer that it is a partner or agent of,
or a joint venturer with the Company. In addition, Consultant shall take no
action which binds, or purports to bind, the Company.

6. This Agreement contains the entire agreement between the parties,
and may not be changed except by agreement in writing signed by the party
against whom enforcement of any waiver, change, discharge or modification is
sought. Waiver of or failure to exercise any rights provided by this Agreement
in any respect shall not be deemed a waiver of any further or future rights. The
parties hereto agree to execute such other documents and agreements as is
necessary to effectuate the terms of this Agreement.

7. This Agreement shall be construed under the laws of the State of
Delaware. The parties hereto agree to the jurisdiction of the courts of the
state of New Jersey.

8. This Agreement shall be binding upon the parties, their successors
and assigns; provided, however, that Consultant shall not permit any other
person or entity to assume these obligations hereunder without the prior written
approval of the Company.

9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
agreement.

10. Consultant agrees to indemnify, defend and save the Company and its
officer, directors, agents, employees, shareholders, legal representatives,
successors and assigns, and each of them, from any and all claims, actions and
suits, whether groundless or otherwise, and from and against any and all
liabilities, judgements, losses, damages, costs, charges, attorneys fees, and
other expenses of every nature and character by reason of Consultant's business.
Consultant further agrees that the provisions contained in this Section 10 shall
survive the termination or expiration of this Agreement and shall be liberally
construed in favor of the Company.

Company agrees to indemnify, defend and save the Consultant and its
officer, directors, agents, employees, shareholders, legal representatives,
successors and assigns, and each of them, from any and all claims, actions and
suits, whether groundless or otherwise, and from and against any and all
liabilities, judgements, losses, damages, costs, charges, attorneys fees, and
other expenses of every nature and character by reason of Company's business.
Company further agrees that the provisions contained in this Section 10 shall
survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed or caused these
present to be executed as of the day and year first above written.

Sarit Hirschkorn DLANZ DEVELOPMENT GROUP, INC.
"Consultant" ("Company")

/s/Sarit Hirschkorn By: /s/ Roger L. Fidler
- - -------------------------- ----------------------------------
Sarit Hirschkorn Roger L. Fidler
President

<PAGE>
EXHIBIT 99.03

CONSULTING AGREEMENT

This Agreement is entered into this _25th_ day of August,1998, by and
between D-Lanz Development Group, Inc., a Bulletin Board listed corporation
(DLNZ)(hereinafter referred to as Client, Corporation or the Company), having
its principal place of business at 400 Grove St., Glen Rock, NJ, 07452, and
Vestcom Holdings, Inc., a New York Corporation with its principal place of
business at 2695 Cedar Court, Oceanside,NY 11572 (hereinafter referred to as
Consultant).

WHEREAS, Client desires to retain Consultant to advise Client with respect
to providing corporate public relations services over the internet and through
other media for a period of one year; and,

WHEREAS, Consultant wishes to render such consulting services for Client;

2. Compensation. Upon acceptance of this Agreement, Consultant
shall be compensated as follows:

In cash, 0ne hundred thousand dollars ($100,000.00) to be paid in three
Installments, the first two being twenty five thousand dollars each. The first
installment is due upon execution of this agreement, and the second installment
as soon thereafter as possible, and in no event later than one week from the
date of execution of this Agreement. The third installment is due thirty days
thereafter provided that the Company is satisfied with the performance of
Consultant in the Company's sole discretion.

Consultant shall participate in the Company's Employee Stock Option
Program. Pursuant to this program Consultant shall receive options to purchase
400,000 shares at a price of $0.01 per share, and 200,000 shares at $1.00 per
share. These options will be issued on August 15, 1998 and shall be deemed
earned when issued and received by Consultant. The options and the shares
underlying said options shall be registered on Form S-8 as soon after the
execution of this agreement as is feasible.

3. Term and Termination. The term of this Agreement shall be in effect for
one year at the end of which term it shall terminate.

IT WITNESS WHEREOF the parties hereto have executed this Agreement on the
date first above written.

D-LANZ DEVELOPMENT GROUP, INC. VESTCOM HOLDINGS, INC.

BY:_/S/ Roger Fidler____________ BY:__/s/ Glen Sinberg____________
Roger Fidler Glen Sinberg
President

<PAGE>
EXHIBIT 99.04

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") made as of August 13, 1997 by
and between Wharton Capital Group, Inc. (the "Consultant") and D-Lanz
Development Group, Inc. (the "Company").

WITNESSETH:

WHEREAS, Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,

WHEREAS, Consultant wishes to render such consulting services for Client;

3. As compensation for Consultant's services, the Company shall issue to
Consultant upon the execution of this Agreement, pursuant to the terms of the
Company's Non-Qualified Stock Option Plan, an option to purchase up to 125,000
shares of Common Stock, which shall vest immediately upon execution of this
Agreement, at an exercise price of $0.40 per share, for services to be performed
by Consultant for the benefit of the Company. The Company further agrees to
register the shares underlying said option on Form S-8.

7. This Agreement shall be construed under the laws of the State of
Delaware. The parties hereto agree to the jurisdiction of the courts of the
state of New Jersey.

9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
agreement.

IN WITNESS WHEREOF, the parties hereto have executed or caused these
present to be executed as of the day and year first above written.

WHARTON CAPITAL GROUP, INC. DLANZ DEVELOPMENT GROUP, INC.
("Consultant") ("Company")

By: /s/Joseph Nicolosi By: /s/ Roger L. Fidler
-------------------------- --------------------------------
Joseph Nicolosi Roger L. Fidler
President

<PAGE>