SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1997
 
                         Commission File Number 0-5367
                         D-LANZ DEVELOPMENT GROUP, INC. 
             (Exact name of registrant as specified in Its charter)

                               DELAWARE 11-1717709
        (State of Incorporation) (I.R.S. Employer Identification Number)

                      400 Grove St., Glen Rock, NJ 07452 
               (Address of Principal Executive Office) (Zip Code)

         Registrant's telephone number, with area code: (201) 445-8862

           Securities registered pursuant to.Section 12(b) of the Act:
                                      None

           Securities registered pursuant to.Section 12(g) of the Act:
                    Common stock of $.001 par value per share

     Indicate by, check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. X

State Issuer's Revenues for its most recent fiscal year. $-0-

     Aggregate  market  value of the  voting  stock  held by  non-affiliates  of
registrant: $0 as of December 31, 1997

Number of shares outstanding as of December 31, 1997: 10,000,000

Documents incorporated by reference: Exhibits contained in the         
Form 10-KSB for the year ended December 31, 1992.



Part I.
Item 1   DESCRIPTION OF BUSINESS

                                                GENERAL DEVELOPMENT

     D-Lanz   Development   Group,   Inc.  and   (hereinafter   referred  to  as
"Registrant",  "D-Lanz",  or  "Company")  commenced  business  activities  as  a
partnership  in 1947 and was  incorporated  on December 5, 1952,  under the name
Osrow Products Company, Inc. Effective December 1, 1972, Osrow Products Company,
Inc.,  a  New  York  Corporation,   merged  into  OSR  Corporation,  a  Delaware
corporation.  OSR was  incorporated  on June 28, 1972. OSR was formed solely for
the purpose of having Osrow Product  Company's  state of  incorporation  changed
from New York to Delaware and its name changed from Osrow Products Company, Inc.
to OSR  Corporation.  On May 17, 1988,  the Company  amended its  certificate of
incorporation,  changing its name to Resort  Connections,  Inc. and changing the
total  authorized  capital stock to 55,000,000  of which  50,000,000  shares are
common  stock  with a par  value of $.001 per share  and  5,000,000  shares  are
preferred  stock with a par value of $.001 per share.  On January 30, 1990,  the
Company  amended its certificate of  incorporation  to change its name to D-Lanz
Development  Group,  Inc., and to change the aggregate number of shares of stock
the Company may issue to 100,000,000 shares of which 50,000,000 are common stock
with a par value of $.001 per share and  50,000,000  shares are preferred  stock
with a par value of $.001 per share.  On May 6, 1988,  the company  restated the
number of common stock  outstanding by reverse  splitting the number of shares 1
for 4 from  6,2205,970  to  1,551,394.  On September  30, 1997,  the  Registrant
acquired  the  assets of Health  Technologies  International,  Inc.  ("HTI"),  a
private  New  Jersey  corporation,  in  exchange  for  8,448,606  shares  of the
Registrant's common stock. HTI was controlled by Roger Fidler,  President of the
Registrant.

                                                BUSINESS OF ISSUER

     The primary asset acquired from HTI is an exclusive license to manufacture,
market and sell a breast  abnormality  indicator  in Chile and  Singapore.  This
product, with FDA marketing clearance in place, is presently manufactured in the
United States by HumaScan,  Inc., a NASDAQ listed corporation which has recently
announced  a  December,  1997 launch  date.  The  Registrant  and  HumaScan  are
unrelated.  In the United  States  HumaScan  has a  marketing  arrangement  with
Physician  Sales  and  Service,   Inc.,  one  of  the  largest  medical  product
distributors  in the United  States,  which  plans to sell the device  under the
trademark  "BreastAlert".  The Company intends to enter into a similar marketing
arrangement within its exclusive license territory, however no concrete plans to
do so have yet been made.


     The main competition for the Company's product is the mammogram and similar
devices.  The Company has not yet applied for any  governmental  approval of its
principal product in the territories of its exclusive license, but believes that
since  the  product  was  approved  for use in the  United  States  that it will
eventually be approved.  Currently,  the Company does not have any manufacturing
capacity or purchasers for its product,  and will only begin to manufacture  and
market the product  when and if the product is approved  for sale in the license
territory.

     Registrant's  principal  executive offices are at 400 Grove St., Glen Rock,
NJ 07452. Telephone (201) 445-8862.

Item 2.  DESCRIPTION OF PROPERTY

     The Company's  President  provides the Company with limited office space in
his offices at no charge.

Item 3.  LEGAL PROCEEDINGS

     There are no material pending legal actions involving the Company.

tem 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Registrant  submitted no matters to a vote of its security  holders  during
its fiscal year ended December 31, 1997.


Part II.
Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a) The company's Common Stock did not been traded from 1988 to February of
1998.  Currently,  the Company's  Common Stock is traded over the counter on the
Bulletin Board. Since that time it has had a high of $1.25, and a low of $0.25.

          (b) As of December 31, 1997, there were  approximately  900 holders of
     the Company's Common Stock.

          (c) No  dividends  were paid during the fiscal  year  ending Dec.  31,
     1997.


 

     Item 6.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS OR PLAN OF OPERATION

Plan Of Operation

     During  1997 the  Company  acquired an  exclusive  license to  manufacture,
market and sell a breast abnormality indicator in Chile and Singapore.  Over the
next  twelve  months  the  Company  intends  to  begin a series  of steps  which
hopefully will lead to the  utilization of this license.  The Company intends to
apply for all (if any) approvals needed to begin sales of the Company's  product
in these  countries,  to  arrange  for a medical  product  distributor  in these
countries to carry the Company's product, and to set up a manufacturing facility
for the product in one or both of the  countries  in which the company  holds an
exclusive license. In order to set up this plant, the Company will be require to
raise additional funds to pay for the as of yet  unascertained  costs of setting
up the manufacturing and marketing systems envisioned.  The minor administrative
costs for the Company have been and will in all likelihood  continue to be borne
by the  Company's  President  during 1998,  until such time as the Company makes
more active efforts to implement its marketing and manufacturing plans.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements are attached hereto at page 8.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company did not change accountants for the fiscal year ending 1997.


Part III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL 
          PERSONS OF REGISTRANT

Name                                Age              Position

Roger Fidler               46               President, Chief Financial
                                            Officer and Sole Director

Jay Hait                   28               Secretary


     Roger  Fidler.  Mr.  Fidler has been the sole  director,  President,  Chief
Executive and Financial  Officer of the Company since  September,  1989. He will
serve until the next annual meeting scheduled for May, or until his successor is
elected and  qualified.  Mr. Fidler has been engaged in the private  practice of
law since 1983. Mr. Fidler has also been President of PPA Technologies,  Inc., a
private specialty  chemicals company since its inception in 1994. Mr. Fidler has
also  been  President  of Health  Technologies  International,  Inc.,  a private
medical device company, since 1994.

     Jay  Hait.  Mr.  Hait has  served as  Secretary  of the  corporation  since
November,  1997 and will  continue to serve until his  successor  is elected and
qualified. Mr. Hait has worked as an attorney in Mr. Fidler's law practice since
May of 1997. Prior to that, Mr. Hait had been employed as a computer  programmer
at Isis Corporation of Oakland, NJ from 1994. Mr. Hait worked as a help desk and
LAN technician at MDY Advanced Technologies of Fair Lawn, NJ in 1993, and Viacom
of New York, NY in 1992.


ITEM 10. EXECUTIVE COMPENSATION

     No  compensation  was paid to any officer or director of the Company during
the fiscal year ending December 31, 1997.

Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

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






                                    Number of                 Percentage
Name                                Shares                    of shares
                                    Owned                     owned
 
Roger                               6,060,000*                60.06%
Fidler
400 Grove St.
Glen Rock, NJ 07452

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


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


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


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

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

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

<PAGE>

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

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

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

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

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

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


                                                       /s/ Thomas P. Monahan 
                                                     Thomas P. Monahan, CPA
March 30, 1998
Paterson, New Jersey



<PAGE>
<TABLE>
<CAPTION>

                           D-LANZ DEVELOPMENT GROUP, INC.
                           (A Development Stage Company)
                                   BALANCE SHEET

<S>                                                                             <C>             <C> 
Assets
                                                                                December 31,    December 31,
                                                                                1996            1997
Current assets
  Cash                                                                          $-0-            $934


Other assets
  License fees                                                                                  252,500 
  Total other assets                                                                            252,500 
Total assets                                                                    $-0-            $253,434 
                        Liabilities and Stockholders' Equity
Commitments and Contingencies                                                   $-0-            $-0-
 


Capital stock
  Preferred stock-authorized 50,000,000 shares
$.001 par value. At December 31, 1996 and 1997 the
number of shares outstanding was -0-
  Common stock-authorized 100,000,000 shares, par     
value of $.001. At  December 31, 1996 and  1997,      
there were 1,551,394 and 10,000,000 shares                                      $1,551           
outstanding.                                                          
                                                                                $10,000
  Additional paid in capital                                                    -0-            246,051
  Deficit accumulated during development stage                                  (1,551)        (2,617)
Total stockholders' equity                                                      -0-            253,434 
Total liabilities and stockholders' equity                                       $-0-          $253,434 






                    See accompanying notes to financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                        D-LANZ DEVELOPMENT GROUP, INC.
                        (A Development Stage Company)
                           STATEMENT OF OPERATIONS

                                                                   For the
                               For the year    For the year        period from
                              ended December  ended December     reorganization
                                31, 1996        31, 1997     (December 31, 1990)
                                                                  to

                                                                 December 31,

                                                                     1997
<S>                                 <C>             <C>                   <C> 
Income                              $-0-            $-0-                  $-0-

Less costs of goods sold             -0-             -0-                   -0-

Gross profit                         -0-             -0-                   -0-

Operations:
  General                            -0-           1,066                 1,066
and
administrative
  Amortization                       -0-             -0-                   -0-
Total expense                        -0-           1,066                 1,066

Profit (loss) from                                                         -0-
operations and
 before Corporate
income tax expense                   -0-             -0-

Corporate income tax                 -0-             -0-                   -0-

Net profit or (Loss)               $-0-         $(1,066)              $(1,066)

Net income per share                $-0-            $-0-                  $-0-
Total number of shares        10,000,000      10,000,000            10,000,000
outstanding

</TABLE>





               See accompanying notes to financial statements.



<PAGE>
<TABLE>
<CAPTION>

                                                      D-LANZ DEVELOPMENT GROUP, INC.
                                                      (A Development Stage Company)
                                                         STATEMENT OF CASH FLOWS

                                                                                                                             For the
                                               For the year     For the year      For the nine       For the nine        period from
                                              ended December   ended December     months ended       months ended     reorganization
                                                 31, 1995         31, 1996        September 30,     September 30,     (December 31, 
                                                                                      1996               1997            1990)  to
                                                                                                                         October 31,

                                                                                                                               1997
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                <C>              <C>               <C>                <C>                 <C> 
  Net profit (loss)                                $-0-             $-0-              $-0-               $-0-                $-0-
  Depreciation and amortization                    -0-              -0-               -0-                -0-                  -0-

TOTAL CASH FLOWS FROM OPERATING ACTIVITIES         -0-              -0-               -0-                -0-                  -0-

CASH FLOWS FROM FINANCING ACTIVITIES
  Commitments and contingencies                    -0-              -0-               -0-                -0-                  -0-
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES         -0-              -0-               -0-                -0-                  -0-

NET INCREASE (DECREASE) IN CASH                    -0-              -0-               -0-                -0-                  -0-
CASH BALANCE BEGINNING OF PERIOD                   -0-              -0-               -0-                -0-                  -0-
CASH BALANCE END OF PERIOD                         $-0-             $-0-              $-0-               $-0-                $-0-





</TABLE>









                 See accompanying notes to financial statements.



<PAGE>
<TABLE>
<CAPTION>

                                         D-LANZ DEVELOPMENT GROUP, INC.
                                          (A Development Stage Company)
                                        STATEMENT OF STOCKHOLDERS' EQUITY
                                                               Additional     Deficit accumulated
      Date        Preferred  Preferred    Common    Common        paid     during development stage
                    Stock      Stock      Stock       Stock     in capital                              Total
<S>                  <C>       <C>      <C>             <C>                                 <C>          <C> 
12-31-1991           -0-       $-0-     1,551,394       $1,551                              $(1,551)     $-0-

12-31-1992           -0-       $-0-     1,551,394       $1,551                              $(1,551)     $-0-

12-31-1993           -0-       $-0-     1,551,394       $1,551                              $(1,551)     $-0-

12-31-1994           -0-       $-0-     1,551,394       $1,551                              $(1,551)     $-0-

12-31-1995           -0-       $-0-     1,551,394       $1,551                              $(1,551)     $-0-

12-31-1996           -0-       $-0-     1,551,394       $1,551                              $(1,551)     $-0-


 9 -30-1997(1)                            2,000,000      2,000                                              2,000
  9-30-1997(2)                            6,448,606      6,449     246,051                                252,500
12-31-1997                   Net                                                             (1,066)      (1,066)
                                loss                                      
                                                                
 12-31-1997          -0-       $-0-      10,000,000     10,000     246,051                  $(2,617)      253,434


(1) Sale of shares pursuant to Regulation D at $.001 per share.
(2) Issuance of shares for acquisition of License Rights valued at
    $.04 per share.


</TABLE>





    See accompanying notes to financial statements.




<PAGE>
       Note 1. Organization of Company and Issuance of Common Stock

       a. Creation of the Company

     D-Lanz  Development Group, Inc. (the "Company") was formed on June 28, 1972
under the laws of the State of Delaware under the name OSR  Corporation.  On May
17, 1988, the Company amended its certificate of incorporation changing its name
to Resort Connections, Inc. and changing the total shares authorized to issue to
55,000,000  of which  50,000,000  shares are shares of common  stock,  $.001 par
value per share and  5,000,000  shares of preferred  stock,  $.001 par value per
share. On January 30, 1990, the Company amended its certificate of incorporation
to change its name to D-Lanz  Development  Group,  Inc. and change the aggregate
number of shares of stock the Company may issue to  100,000,000  shares of which
50,000,000 are shares of common stock,  $.001 par value per share and 50,000,000
shares preferred stock, $.001 par value per share.

       b. Description of the Company

     The Company has purchased the License rights to certain patented technology
to manufacture and market for the countries of Chile and Singapore a temperature
sensing  device and  diagnostic  direct  reading,  digital  device to screen the
breast for abnormalities, including cancer.

       c. Issuance of Capital Stock

     On May 6, 1988, the Company restated the number of common stock outstanding
by reverse splitting the number of shares from 6,200,000 to 1,550,000.

     On September 30, 1997, the Company issued  6,448,606 shares of common stock
to Health Technologies International,  Inc. ("Health Tech") in consideration for
the rights to manufacture and market certain products valued at $252,500 or $.04
per share.

     On September 30, 1997, the Company sold 2,000,000 shares of common stock to
Scantek Medical,  Inc.  ("Scantek") pursuant to Regulation D for $2,000 or $.001
per share.

       Note 2-Summary of Significant Accounting Policies

       a. Basis of Financial Statement Presentation

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business. The Company has been dormant since
December 31,  1990.  On September  30,  1997,  the Company  acquired the License
rights to certain patents. The Company has not generated any income and has been
dependent  upon  management  to pay  the  expenses  to  maintain  the  Company's
existence  and pay the costs of  acquiring  the License  rights.  These  factors
indicate that the Company's  continuation  as a going concern is dependent  upon
its ability to obtain adequate financing.

     The  financial  statements  presented  at December  31, 1997 consist of the
balance sheet of the Company as at December 31, 1997, and the related statements
of operations,  retained earnings and cash flows for the year ended December 31,
1996 and 1997.

       b. Cash and cash equivalents

     The Company treats temporary investments with a maturity of less than three
months as cash.

       c. Earnings per share

     Earnings  per share have been  computed on the basis of the total number of
shares  outstanding  at December 31, 1997.  On that date,  10,000,000  shares of
common stock were outstanding.

       d. Revenue recognition

     Revenue is recognized when products are shipped or services are rendered

       e. Use  of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

       Note 3 -  Acquisition of License Rights

     On September 30, 1997, the Company issued  6,448,606 shares of common stock
to purchase from Health  Technologies  International,  Inc.  ("Health Tech") the
rights to manufacture and market certain patented technologies.  The License has
been valued at the historic cash purchase  price of $252,500 paid by Health Tech
for the manufacturing and marketing rights.

     Health Tech entered into an  agreement on August 15, 1996 with  Scantek,  a
Delaware  corporation located in Mountain Lakes, New Jersey for the licensing of
certain patented technology to manufacture and market for the countries of Chile
and Singapore.  The patented technology consists of a temperature sensing device
and  diagnostic  direct  reading,  digital  device  to  screen  the  breast  for
abnormalities, including cancer.

     As  a  result  of  the  acquisition,   the  Company  has  been  granted  an
indivisible,  exclusive  right and license  within the  territories of Chile and
Singapore  to  assemble,  use and sell the devices for a period  ending with the
expiration of the applicable patents in these countries.

     If the Company fails to achieve for a period of 12  consecutive  months the
minimum net sales of the devices with respect to each country,  Scantek may upon
30 days written  notice and at its option  either  terminate  this  agreement or
delete the country from the Company's territories.  Minimum net sales as defined
is based upon  market  penetration.  The size of the market in each of the three
countries will be computed using official  government  census  information  from
each country. The market is defined as the lesser of two pairs of the device for
each women between the ages of 25 and 70 or such usage as may be  recommended by
the relevant  medical  association  or government  agency in each country in the
Territory.  The  percentage of market  penetration  by year is as follows:  Year
Percentage of Market  Penetration 1998 0% 1999 1% 2000 3% 2001 4% 2002 and after
5%

     This  schedule  is based  upon the  scheduled  delivery  of an  operational
assembly line,  part of which will be installed in Scantek's  facility,  part of
which will be install in the Company's facility. The above referenced years were
adjusted to appropriate  calendar years so as not to prejudice the Company's 365
day time period in which to achieve the graduated market penetration.

     As of September 30, 1997,  Health Tech has paid to Scantek a  nonrefundable
License Fees aggregating $252,500.

     The  Company  is  required  to pay a  royalty  equal to 15% of Net Sales of
Licensed Devices in the Territories during each contract year during the term of
the agreement. The royalty paid, will in no instance be less than $1.00 per unit
or a guaranteed minimum royalty payable as follows:

     The first minimum  royalty payment of $80,000 is not due until December 31,
1998;  $200,000  for the year 1999;  $300,000 for the year 2000 and $400,000 for
each year thereafter.

     Royalties are due and payable each quarter either for the actual amount due
or 25% of the minimum royalty payable for the year.

     In the  event  that at any  time  during  the term of this  agreement,  the
consumer price index in effect for the national government of the country of the
territory  be  increased  by 10%  over  the  index  base  as of the  date of the
agreement.  Then the minimum  royalty  payable and the minimum net sales for the
year will be increased by 10%.

     The Company sold to Scantek 2,000,000 shares of common stock,  representing
20% of the total issued and  outstanding  common shares of the Company as of the
date of the agreement for the aggregate sum of $2,000 or $.001 per share.  Under
no  circumstances  will Scantek's  common stock position be diluted to less than
15% of the issued and  outstanding  common  stock of the  Company.  In the event
Scantek will receive, at nominal cost, warrants to purchase sufficient shares of
common  stock to  maintain  its 20%  ownership,  such  warrants  will  allow the
purchase  of  shares at $2.25  per  share  for five  years  from the date of the
agreement.

     The  Company is  required  to arrange to  purchase a turnkey  manufacturing
line. Upon  completion of the line,  that portion of the line that  manufactures
Sensors for the  licensed  devices  will be  installed  at the same  location as
Scantek's own manufacturing  facility.  Scantek will operate that portion of the
line  and to the  extent  of  the  lines  manufacturing  capacity,  deliver  the
Company's  requirements  for Sensors to the Company's plant location F.O.B.  for
cost plus 25%.  Scantek will maintain a purchase money security  interest in the
sensors delivered pursuant to this agreement.

     During each contract year, the Company is required to spend 5% of net sales
during the immediately preceding year on advertising and promotion.

     Upon  termination  of this  agreement,  the Company agrees that neither the
Company's  officers,  directors,  principals nor its shareholders  will during a
period of 5 years from the date of termination  manufacture  Sensors or purchase
Sensors  manufactured  by any entity  other than Scantek for use in the licensed
devices or any competing device or directly or indirectly  manage,  operation or
control  of or be  connected  as an  officer,  director,  shareholder,  partner,
consultant, owner, employee, agent, lender, donor, vendor, or otherwise, or have
any  financial  interest  in or aid  assist  anyone  else in the  conduct of any
competing entity which offers similar devices for sale.

     The  Company is required to maintain  product  liability  insurance  with a
limit of not less than $1,000,000.

       Note 4 - Related Party transactions

       a. Issuance of Common Shares

     On September 30, 1997, the Company issued  6,448,606 shares of common stock
to Health Tech in  consideration  for the purchase of certain  patents valued at
$252,500.

       Mr. Roger Fidler is President of both the Company and of Health Tech

     On September 30, 1997, the Company sold 2,000,000 shares of common stock to
Scantek Medical, Inc.
("Scantek") pursuant to Regulation D for $2,000.

       b. Lease Commitment

     The Company  occupies office space rent free on a month to month basis from
Roger Fidler, President at 400 Grove Street, Glenn Rock, New Jersey.

       c. Officer Salaries

       No officer received salaries in excess of $100,000.

       Note 5 - Preferred Stock

     The Company is authorized  to issue  5,000,000  shares of preferred  stock,
$.001 par value per share.  The board of directors of the Company is granted the
power to  determine  by  resolution  from time to time the  power,  preferences,
rights, qualifications, restrictions or limitations of the preferred stock.

       At  December 31, 1997, 
       the number of preferred shares outstanding was -0-.

       Note 6 - Marketable Securities, Available for Sale

     The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115,  "Accounting  for Certain  Investments in Debt and Equity  Securities",
which  requires  that  investments  in  equity   securities  that  have  readily
determinable  fair values and  investments  in debt  securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's  investment  strategy,
the Company's investments have been classified as available-for-sale. Management
determines  the  appropriate  classification  of debt  securities at the time of
purchase and reevaluates such designation as of each balance sheet date.

     Securities classified as  available-for-sale  are carried at estimated fair
value, as determined by quoted market prices,  with unrealized gains and losses,
net of tax,  reported  in a  separate  component  of  stockholders'  equity.  At
December  31,  1997,  the Company had no  investments  that were  classified  as
trading or held-to-maturity as defined by the Statement.

     The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet
classification at December 31, 1997:
<TABLE>
<S>                                 <C>              <C>               <C>                       <C>

                                                     Gross             Gross                     Estimated
                                                     Unrealized        Unrealized                Fair
         `                          Cost             Gains             Gains                     Value
                                    ------           -------------     -------------             -------------
Cash                                $934                                                         $934
Total cash and
  cash equivalents                  $934                                                         $934
                        =====                                                            =====
</TABLE>

       Note 7 - Income Taxes

     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any  represent  the  future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of December 31, 1997, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company's  financial  position  because the deferred tax asset related to
the  Company's  net  operating  loss  carry  forward  and was fully  offset by a
valuation allowance.

     At December 31, 1997, the Company has net operating loss carry forwards for
income tax  purposes of $2,617.  These carry  forward  losses are  available  to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization  of this carry  forward  against  future  taxable  income may become
subject to an annual  limitation due to a cumulative  change in ownership of the
Company of more than 50 percent.

       The components of the net deferred tax asset as of December 31, 1997 
       are as follows:

      Deferred tax asset:                 
      Net operating loss carry forward      $  890
      Valuation allowance                   $( 890)
      Net deferred tax asset                $   -0-  

     The Company recognized no income tax benefit for the loss generated for the
SFAS No. 109  requires  that a  valuation  allowance  be  provided if it is more
likely year ended December 31, 1997.

     SFAS No. 109 requires that a valuation  allowance be provided if it is more
likely  than not that some  portion or all of a  deferred  tax asset will not be
realized.  The  Company's  ability to realize  benefit of its deferred tax asset
will depend on the generation of future taxable income.  Because the Company has
yet to recognize significant revenue from the sale of its products,  the Company
believes that a full valuation allowance should be provided

       Note 8 -  Commitments and Contingencies

       Liabilities, Commitments and Contingencies

       At December 31, 1997 the Company has no liabilities or  contingencies.

       Note 9. Supplemental Cash Flow Information

     The  following is  supplemental  cash flow  information  for the year ended
December 31, 1997.


 Issuance of 6,448,606 shares for acquisition of
 License rights                                          $(252,500)
 Common stock                                             252,500        
 Total                                                    $    -0-
 ======

       Note 10 - Development Stage Company

     The Company is  considered  to be a  development  stage company with little
operating history.  The Company is dependent upon the resources of the Company's
management  and its ability to raise or borrow  additional  funds to continue to
exist.  The Company has purchased the License rights to  manufacture  and market
certain patented  technologies from Scantek and will require additional funds to
complete the process of building  manufacturing  facilities  and  implement  the
Company's marketing program.


<PAGE>
                                                    SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



DATE:  March 26, 1998               By:    s/Roger L. Fidler          
                                         ROGER L. FIDLER
                                         President & Chief Financial
                                         and Accounting Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and dates indicated.




DATE:  March 26, 1998               By:    s/Roger L. Fidler          
                                               ROGER L. FIDLER
                                               President
                                               Director