March 24, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 THE TAXIN NETWORK
(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
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
- ---------------------- -------------------- --------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of securities offering price per aggregate offering
to be registered Amount to be unit price Amount of
registered registration fee
- ---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par 400,000 shares $0.20(1) $80,000.00(1) $28
value $.001
per share
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- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
</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.
400,000 SHARES OF COMMON STOCK
(PAR VALUE $.001)
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The 400,000 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 $1,000.00, will be paid by the Company. The
Company will not receive any proceeds from the sale of the 400,000 Shares, but
will benefit from the services rendered under the Compensation Agreements.
As of March 22, 1999, 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 March 22, 1999 was $0.20 per share.
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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.
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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
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The date of this Prospectus is March 22, 1999
<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.
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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
September 30, 1998 and June 30, 1998, and (iii) the Current Report on Form 8K,
filed by the Company on November 5, 1998 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 be
incorporated 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 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. Through the acquisition
of HTI, the Company acquired the rights to purchase under license the exclusive
rights in Chile, Singapore, South Korea, Indonesia, and Malaysia (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, Singapore, South Korea, Indonesia, or Malaysia.
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,
Singapore, South Korea, Indonesia, and Malaysia. 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, Singapore, South Korea, Indonesia, and Malaysia.
Plan Of Operation
The Company has an exclusive license to manufacture, market and sell a
breast abnormality indicator in Chile, Singapore, South Korea, Indonesia, and
Malaysia. 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, Singapore, South Korea, Indonesia, and Malaysia.
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, $400,000 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, Singapore, South Korea,
Indonesia, and Malaysia. 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, Singapore, South Korea, Indonesia, and
Malaysia. 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, Singapore, South Korea, Indonesia, and Malaysia. 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, Singapore, South Korea,
Indonesia, and Malaysia. 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 400,000
of the Shares to be registered under this registration Statement ($4,000) but
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.
CONSULTANT AMOUNT OF SHARES
400,000 Jim D. Tilton, Jr.
- ---------
All 400,000 Of the Shares will be issued at $0.01 per share in lieu of cash
compensation for services rendered and to be rendered, at a purchase price of
$0.01 per share and for which the Company will receive aggregate gross proceeds
of $4,000. Upon issuance, all Shares will be duly authorized, validly issued,
fully paid and non-assessable. 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 and 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 the Registrant's Current Report on Form 8K,
filed by the Registrant on November 6, 1998; and the Registrant's
Report on Form 8K, filed by the Registrant on December 1, 1997; and
(c) See Item 4, Description of Securities below.
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 400,000 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 March 22, 1999, 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 March 22, 1999 was $0.20 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 non-assessable.
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 5,961,000 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**
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 The Taxin Network*
* 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 March 23,
1999.
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
March 22, 1999 March 22, 1999
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 March 22, 1999.
By: /s/Roger Fidler
Roger Fidler, President
<PAGE>
Exhibit 5.01
March 22, 1999
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 400,000 shares of Common Stock, par value $.001 per
share, of the Registrant(the "Shares"), subject to the Compensation Agreements
with The Taxin Network.
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
CONSULTING AGREEMENT
This Agreement is entered into this _11th___ day of March, 1999, 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 Jim
D. Tilton, Jr. 8702 Twin Ridge Ct., Louisville, KY 40242 (hereinafter referred
to as Consultant).
WHEREAS, Client desires to retain Consultant to advise Client with respect
to certain managerial and corporate policy matters; 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 managerial and corporate policy matters, explicitly unrelated to
cash raising activities or public financial relations issues, 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 managerial and corporate policy 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 or public financial relations activities.
2. Compensation. Upon acceptance of this Agreement, Consultant shall be
compensated as follows:
Consultant shall participate in the Company's Employee Stock Option
Program. Pursuant to this program Consultant shall receive options to purchase
Four Hundred Thousand (400,000) shares at a price of $0.01 per share. These
shares to be issued shall be registered on Form S-8 as soon after the execution
of this agreement as is feasible. One Hundred Thousand (100,000) of these shares
shall be issued upon acceptance of the registration statement on Form S-8 by the
Securities and Exchange Commission, and an additional One Hundred Thousand
(100,000) shares shall be issued every thirty (30) days thence until a total of
Four Hundred Thousand (400,000) shares have been issued. Shares issued pursuant
to this agreement shall be deemed earned when issued and received by Consultant.
3. Term and Termination. This Agreement shall be in effect for three months
at the end of which term it shall terminate. During the course of this
agreement, either party may terminate the agreement upon twenty four hours
written notice to the other party. In the event of such a termination, any
Client will be released from paying Consultant any unpaid compensation
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/ Jim Tilton__________
Roger Fidler Jim D. Tilton
President
