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Biotech / Medical : D-Lanz Development Group DLNZ

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To: GC who wrote ()1/23/1999 9:29:00 AM
From: GC   of 12
 
April 15, 1998

D LANZ DEVELOPMENT GROUP INC (DLNZ)
Annual Report (SEC form 10KSB)

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS

The following table sets forth certain information regarding the beneficial ownership of the
Company's Common Stock as of December 31, 1997, of each officer or director of the Company,
by each person or firm who owns more than 5% of the Company's outstanding shares and by all
officers and directors of the Company as a group.

Number of Percentage
Name Shares of shares
Owned owned

Roger 6,060,000* 60.06%
Fidler
400 Grove St.
Glen Rock, NJ 07452

Scantek Medical, Inc. 2,000,000 20.00%
321 Palmer Rd.
Denville, NJ 07834

Officers and Directors as

a Group 6,060,000 60.06%
___________________________________
* The Registrant has not had a change in control. However, the nature of that
control previously in place has changed. The President and sole director of the
Company, Roger Fidler, now owns over 60% of the voting stock of the Registrant
by virtue of the acquisition of certain assets of HTI as described above.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 30, 1997, the Registrant acquired the assets of Health Technologies International,
Inc. ("HTI"), a private New Jersey corporation, in exchange for 8,448,606 shares of the Registrant's
common stock. The primary asset is an exclusive license to manufacture, market and sell a breast
abnormality indicator in Chile and Singapore. HTI was a closely held corporation controlled by Mr.
Fidler, who owned 93% of HTI's common stock. Scantek Medical, Inc. received its 2,000,000
shares pursuant to the terms of the license agreement.

Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM
8-K

(a) All required exhibits are incorporated herein by reference from the Company's Form 10-KSB
filed for the year ending December 31, 1992.

(b) Form 8-k and its associated schedules and reports reflecting the purchase of assets from HTI on
September 31, 1997 was filed in November 3, 1997, and is incorporated by reference.

THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(201) 790-8775
Fax (201) 790-8845

To The Board of Directors and Shareholders of D-Lanz Development Group, Inc.

I have audited the accompanying balance sheet of D-Lanz Development Group, Inc. (a development
stage company) as of December 31, 1997 and the related statements of operations, cash flows and
shareholders' equity for the years ended December 31, 1996 and 1997. These financial statements
are the responsibility of the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards
require that I plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of D-Lanz Development Group, Inc. (a development stage company) as of
December 31, 1997 and the results of its operations, shareholders equity and cash flows for the year
ended December 31, 1996 and 1997 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that D-Lanz Development
Group, Inc. (a development stage company) will continue as a going concern. As more fully
described in Note 2, the Company has incurred operating losses since the date of reorganization and
requires additional capital to continue operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans as to these matters are
described in Note 2. The financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or the amounts and classifications of
liabilities that may result from the possible inability of D-Lanz Development Group, Inc. (a
development stage company) to continue as a going concern.

/s/ Thomas P. Monahan
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