D LANZ DEVELOPMENT GROUP INC
8-K, 1998-09-23
INVESTORS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                                September 1, 1998
                Date of Report (Date of earliest event reported)
                         D-LANZ DEVELOPMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                        0-5367                  11-1717709
(State or other jur-                  (Commission          (IRS Employer
isdiction of incor-                   File Number)       Identification No.)
         poration)

                  400 GROVE STREET, GLEN ROCK, NJ              07452
         (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code: (201) 457-1221


(Former name or former address, if changed since last report.) No change.




<PAGE>
Item 1. Change in Control of Registrant

         Not applicable.

Item 2. Acquisition of Assets

         Not applicable.

Item 3.  Bankruptcy or Receivership

         Not applicable.

Item 4. Changes in Registrant's Certifying Public Accountant.

         Not applicable.

Item 5.  Other events.

          The company has entered  into a  distribution  agreement  with Sandell
     Corp.  S.A. to distribute its medical device in Chile,  attached  hereto as
     Exhibit 1. Through its merger with HTI, the Company had previously acquired
     the licensed  distribution  rights of the device in the  countries of Chile
     and Singapore  from Scantek  Medical,  Inc. of Denville,  New Jersey.  This
     information  is available on the  Company's  form 8k submitted in December,
     1997, incorporated herein by reference.


Item 6.  Resignations of Registrant's Directors

         Not applicable.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         Not Applicable

Item 8.  Change in Fiscal Year

         Not applicable

SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the  registrant  has  caused  this  report to be signed on its  behalf  the
     undersigned hereunto duly authorized.

                                                  Date: September 23, 1998

                                                  D-LANZ DEVELOPMENT GROUP, INC.

                                                  BY:__/s/Roger Fidler______
                                                       Roger L. Fidler
                                                       President

<PAGE>

                                    EXHIBIT 1

                                  Sandell S.A.
                           Joaquinto Requena, No. 1167
                                   C.P. 11.200
                               Montevideo, Uruguay


Roger L. Fidler
President
D-Lanz Development Group, Inc.
400 Grove St.
Glen Rock, New Jersey 07452
USA

         Re: Distribution Agreement

Dear Mr. Fidler:

This letter agreement confirms our agreement that Sandell Corp. S.A. will effect
distribution  of the BreastCare  medical device in Chile.  The purchase price to
Sandell will be $8.30 per unit. The BreastCare  units will be suppied to Sandell
by Scantek Medical,  S.A. from its assemble  facility in Montevideo in behalf of
D-Lanz.  The minimum  number of units to be purchased will be negotiated in good
faith  in the  near  future  and  such a  minimum  will be  required  to  effect
exclusivity.

If the  above  also  constitutes  your  understanding  of our  agreement  please
countersign below.

 
                                                         Yours truly,

                                                         /s/ Daniel Alvarez
                                                         Daniel Alvarez
                                                         President

Reviewed, Accepted and agreed to on
This  19th day of August, 1998

D-LANZ DEVELOPMENT GROUP, INC.

BY: /s/ Roger L. Fidler
         Roger L. Fidler
         President                                                        


<PAGE>

<TABLE> <S> <C>



<ARTICLE>                     5

<LEGEND>
     This  schedule  contains  summary  financial  information  extracted  from
financial  statements for the nine month period ended September 30, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>

        <S>                                                   <C>

<PERIOD-TYPE>                                                 9-MOS
<FISCAL-YEAR-END>                                             DEC-31-1998
<PERIOD-END>                                                  SEP-30-1998
<CASH>                                                        2,000
<SECURITIES>                                                      0
<RECEIVABLES>                                                     0
<ALLOWANCES>                                                      0
<INVENTORY>                                                       0
<CURRENT-ASSETS>                                              2,000
<PP&E>                                                            0
<DEPRECIATION>                                                (41,934)
<TOTAL-ASSETS>                                                    0
<CURRENT-LIABILITIES>                                             0
<BONDS>                                                           0
                                             0
                                                       1
<COMMON>                                                      10,000
<OTHER-SE>                                                    246,051
<TOTAL-LIABILITY-AND-EQUITY>                                  254,500
<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>


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