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, 1998

                         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: $1,092,000


Number of shares outstanding as of December 31, 1998: 11,700,000

Documents incorporated by reference: Exhibits contained in the
Form 10-KSB for the year ended December 31, 1997.



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,  had been  manufactured in the
United  States by HumaScan,  Inc.,  which was a NASDAQ listed  corporation  with
original plans for a December, 1997 launch date. The Registrant and HumaScan are
unrelated.  In the United  States  HumaScan  had a  marketing  arrangement  with
Physician  Sales  and  Service,   Inc.,  one  of  the  largest  medical  product
distributors  in the United  States,  which planned to sell the device under the
trademark  "BreastAlert".  However, due to a variety of marketing and management
issues,  Humascan  ceased its  business  operations  in the  breast  abnormality
indicator  device during the 1999 fiscal year.  Significant  sales of the breast
abnormality indicator device were not achieved in that timeframe.

     The Company had entered  into a similar  marketing  arrangement  within its
exclusive license territory,  with Sandell Corp. S.A. ('Sandell') , disclosed in
the Company's 8K dated September 1, 1998, incorporated herein by reference.  The
distribution  agreement with Sandell was terminated on November 2, 1999 when the
Company learned that Sandell had ceased its operations.  The Company has decided
to seek out another  business  opportunity and to await further  developments in
the efforts of the licensor of BreastCare,  Scantech Medical, Inc., to bring the
product to market in South  America and Europe.  The Company will  re-assess the
BreastCare  business at a Board of  Directors  meeting  scheduled  for March 31,
2000.

     In May, 1998,  the Company issued 100,000 common shares to Thurcon  Capital
Inc. for financial consulting services valued $1,000 or $0.001 per share.

     The Company had entered into a contract with Sarit  Hirschklorn to provide
computer  services on August 13, 1998, with  compensation to be paid in the form
of options for 100,000 shares of the Company's  common stock.  These shares were
registered  by the Company on Form S-8 on August 14,  1998.  The Company and Ms.
hirschkorn  have  since  cancelled  the  contract,  and  the  shares  registered
thereby are to be cancelled.

     On August 14,  1998,  the  Company  issued  200,000  common  shares to Joel
Brownstein for consulting  services valued at $136,000.  On August 25, 1998, the
Company issued 400,000 common shares to Vescom Holdings for consulting  services
valued at $4,000.  On August 26, 1998, the Company sold 500,000 common shares to
Joel  Brownstein  for a note of  $500,000.  On  December  1, 1998,  the  Company
restructured  this note by reducing the note and  agreeing to cancel  271,500 of
the 500,000  common  shares.  The new note of $228,500 and accrued  interest was
foregiven in exchange for consulting  services to be rendered over a three month
period.

     On August 26,  1998,  the Company  sold  400,000  common  shares to Wharton
Capital Corp. for $200,000 in consulting fees.

     On March 11, 1999, the Company  entered into an agreement with James Tilton
whereby Mr. Tilton would be providing the Company with  managerial and corporate
policy  services in exchange for 400,000  shares of the Company's  common stock.
The Company filed a Registration Statement on Form S-8, covering these shares on
March 24, 1999.  The Company and Mr.  Tilton have since  cancelled the contract,
and the shares registered thereby are to be cancelled.

     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, 1998.


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
Pink Sheets. Since that time it has had a high of $1.25, and a low of $0.001.

          (b) As of December 31, 1998, there were  approximately  900 holders of
     the Company's Common Stock.

          (c) No  dividends  were paid during the fiscal  year  ending Dec.  31,
     1998.

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

The Company was formed on June 28, 1972, under the laws of the State of Delaware
to engage in any lawful act or activity for which  corporations may be organized
under the  business  corporation  law of the State of New  York.  The  Company's
principal  assets  consist of a  purchased  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.

Development stage activities.

    The following  discussion  relates to the results of our operations to date,
and our financial condition:

     For the next 12 months,  the  Company  plans to devote the  majority of its
efforts to (i) obtaining financing to build production facilities to manufacture
and market its  Licensed  device,  (ii)  enhancing  its  financing  sources  for
inventory,  and (iii)  pursuing  and finding a  management  team to continue the
process of completing its marketing  goals and to market  limited  quantities of
the Licensed  devices.  The Company  anticipates  that with the  completion of a
private placement  offering,  the Company will be able to expand its operations.
The Company  anticipates  that its results of  operations  may fluctuate for the
foreseeable  future  due  to  several  factors,  including  the  timing  of  the
introduction of the Company's products into its target markets; whether and when
new products are  successfully  developed by the Company,  market  acceptance of
current or new products, competitive pressures on pricing, changes in the mix of
products sold.  Operating results would also be adversely affected by a downturn
in the market for current  technology  it  improved  technology  is  introduced.
Because the  Company is  continuing  to  increase  its  operating  expenses  for
personnel and other general and administrative expenses, the Company's operating
results  would  be  adversely  affected  if its  sales  did not  correspondingly
increase.  The Company's limited operating history makes accurate  prediction of
future operating results difficult or impossible.

    The Company has been a development  stage  enterprise  since its  inception,
June 28, 1972, to December 31, 1998. During this period,  management had devoted
the  majority  of its efforts to  obtaining  the  License  agreement,  obtaining
preliminary financing, enhancing its sources for inventory, pursuing and finding
a management  team to continue the process of completing  its  marketing  goals,
obtain  sufficient  working  capital  through loans and equity through a private
placement offering. These activities were funded by the Company's management and
investments from stockholders and officer loans.

Results of Operations


     For the year months ended  December 31, 1998 as compared to the year months
ended December 31, 1997

     The company has remained  inoperative.  Sales,  costs of goods sold,  gross
profit,  operating  expenses  and net  profit  were $-0- for both the year ended
December 31, 1997 and 1998.  The activities of the Company during the year ended
December 31, 1997 and 1998.  consisted of preparing and filing  corporate income
tax returns and filings for the Securities and Exchange Commission.

The Company's general and administrative costs aggregated  approximately $34,502
for the year ended  December  31,  1998 as compared to $1,066 for the year ended
December 31, 1997 representing an increase of $33,436.  This increase represents
office  expenses of $502 and the  payment  consulting  fees of $25,000,  rent of
$3,000 and officer's salary of $6,000.

Liquidity And Capital Resources

     As of December 31, 1998,  the  Company's  cash balance was $432 and working
capital  was  $196,074  consisting  of cash of $432 and  notes  receivable  from
investors aggregating $223,642.

Net (loss) from  operations  amounted to $(992,002)  for the year ended December
31, 1998 due to increases general and administrative expenditures related to the
payment of consulting fees.

     The Company's  primary  short-term  needs are to develop its  manufacturing
capabilities,  increase  inventory  levels,  begin to support its  research  and
development  programs and begin  marketing  quantities  of Licensed  devices and
payment of royalty fees.  The Company  currently  plans to expend  approximately
$1.0 million for the expansion and development of its  manufacturing  facilities
in addition to its marketing and general administrative programs.

     The  Company  expects its capital  requirements  to increase  over the next
several years as it expands its research and  development  efforts,  new product
development, sales and administration infrastructure, manufacturing capabilities
and facilities.  The Company's future liquidity and capital funding requirements
will depend on numerous  factors,  including  the extent to which the  Company's
products  under   development  are   successfully   developed  and  gain  market
acceptance,  the timing of regulatory actions regarding the Company's  potential
products,   the  costs  and  timing  of  expansion  of  sales,   marketing   and
manufacturing   activities,   facilities   expansion   needs,   procurement  and
enforcement of patents important to the Company's business,  results of clinical
investigations and competition.

     The  Company  believes  that it must  raise  additional  cash and cash from
operations  to  satisfy  its  funding  needs  for at least  the next 12  months.
Thereafter,  if cash generated from  operations is  insufficient  to satisfy the
Company's working capital and capital expenditure requirements,  the Company may
be required to sell additional  equity or debt  securities or obtain  additional
credit facilities.  There can be no assurance that such financing,  if required,
will be available on satisfactory terms, if at all.

         Income  tax:  As of  December  31,  1998,  the  Company  had a tax loss
carry-forward  of  $993,477.  The  Company's  ability to utilize  its tax credit
carry-forwards in future years will be subject to an annual limitation  pursuant
to the "Change in  Ownership  Rules" under  Section 382 of the Internal  Revenue
Code of 1986, as amended. However, any annual limitation is not expected to have
a material  adverse  effect on the  Company's  ability to utilize its tax credit
carry-forwards.

Year 2000 Readiness

     The  following  disclosure  is a Year  2000  ("Y2K")  readiness  disclosure
statement pursuant to the Year 2000 Readiness and Disclosure Act.

     The Company's Year 2000 program is designed to minimize the  possibility of
serious Year 2000 interruption.  Possible Year 2000 worst case scenarios include
the interruption of significant  parts of the Company's  business as a result of
internal  business system failure or the failure of the business  systems of its
suppliers,  distributors or customers. The potential effect to the operations of
the present business are minimized currently because the Company's reliance upon
computer systems in the day to day operations is minimal.

     However,  the  Company  decided  to  significantly  upgrade  its  "business
systems"  (all  computer  hardware  and  software  used  to run  its  businesses
including its  operations  management,  administration  and financial  systems).
Specifications  were  developed for desired  capabilities,  including  Year 2000
compliance.  In 1998 the Company  began  assessing  its Year 2000  exposure  and
commenced implementation of a plan to achieve Year 2000 readiness.  Based on its
review to date, the Company believes that its products and business software are
Year 2000 compliant.

     The Company has also begun to survey  major  suppliers,  distributors,  and
customers to determine  the status and schedule for their Year 2000  compliance.
To date, no significant issues have been identified,  and the survey is expected
to be  completed  in the  third  quarter  of  1999.  Where  it  believes  that a
particular  supplier's  situation poses unacceptable risks, the Company plans to
identify an alternative source.

     The  costs  of  the   readiness   program  for  business   systems,   other
infrastructure  areas,  and suppliers are a combination of incremental  external
spending and use of existing internal  resources.  In total, the Company expects
to spend less than  $1,000 to  achieve  readiness.  This  amount is based on the
costs to upgrade the existing business systems to Y2K compliant versions.

     Milestones  and  implementation  dates and the costs of the Company's  Year
2000 readiness program are subject to change based on new circumstances that may
arise or new  information  becoming  available  that may change  the  underlying
assumptions or requirements.


ITEM 7.  FINANCIAL STATEMENTS

The financial statements are attached hereto at page .

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

The Company did not change accountants for the fiscal year ending 1998.


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, 1998.

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, 1998, 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%
___________________________________


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.  ('Scanteck')  received its 2,000,000  shares  pursuant to the terms of the
license agreement.

     During the 1998 fiscal year, the Company reached an understanding  with
Scanteck which will enable the Company to market its devices in South Korea
as well.


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 S-8 and their associated  schedules  and  reports, submitted on
May 15, 1998, August 25, 1999, and October 14, 1998.

<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, 1999
Paterson, New Jersey



<PAGE>

<TABLE>
<CAPTION>

                         D-LANZ DEVELOPMENT GROUP, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 1998
                                  Assets


Current assets
<S>                                                                                   <C>
  Cash                                                                                $432
  Notes receivable                                                                 223,642
                                                                                   224,074
Other assets
  License fees                                                                     252,500
  Total other assets                                                               252,500
Total assets                                                                      $476,574
                      Liabilities and Stockholders' Equity
Current liabilities
  Accrued liabilities                                                               $9,000
   Officer loan payable                                                             19,000
  Total current liabilities                                                         28,000

Capital stock
  Preferred stock-authorized 50,000,000 shares $.001 par value. At
December 31, 1998 the number of shares outstanding was -0-
  Common  stock-authorized  100,000,000  shares, par value of $.001. At December
31, 1998, there were 11,700,000 shares outstanding.
                                                                                   $11,700
  Additional paid in capital                                                     1,430,351
  Deficit accumulated during development stage                                   (993,477)
Total stockholders' equity                                                         448,574
Total liabilities and stockholders' equity                                        $476,574


                    See accompanying notes to financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                   D-LANZ DEVELOPMENT GROUP, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                                                                  For the period from
                                                                                    reorganization
                                                  For the year    For the year    (December 31, 1990)
                                                 ended December  ended December           to
                                                    31, 1997        31, 1998         December 31,
                                                                                         1998
<S>                                                         <C>             <C>                   <C>
Income                                                      $-0-            $-0-                  $-0-

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

Gross profit                                                 -0-             -0-                   -0-

Operations:
  General and administrative                               1,066          34,502                37,119
  Non cash payments for consulting fees                                  957,500               957,500
  Amortization                                               -0-          -0-                      -0-
Total expense                                              1,066         992,002               994,619

Profit (loss) from operations                                -0-       (992,002)               994,619

Other income
  Interest income                                                         1,142                  1,142
                                                                          ------
Total other income                                                         1,142                 1,142

Net profit or (Loss)                                    $(1,066)      $(990,860)            $(993,477)
                                                        ========      ==========            ==========

Net income per share                                        $-0-         $(0.09)               $(0.09)
                                                            ====         =======               =======
Total number of shares outstanding                    3,663,545      10,733,332            10,733,332
                                                      ==========     ===========           ==========





</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 period from
                                                                                                   reorganization
                                                               For the year      For the year    (December 31, 1990)
                                                              ended December    ended December           to
                                                                 31, 1997          31, 1998         December 31,
                                                                     ----              ----
                                                                                                        1998
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                   <C>            <C>                   <C>
  Net profit (loss)                                                   $(1,066)       $(990,860)            $(993,477)
  Depreciation and amortization                                            -0-              -0-                   -0-
  Non cash payments consulting fees                                                     957,500               957,500
  Bad debt write-off                                                                  (371,500)             (371,500)
  Accrued liabilities                                                                    9,000                 9,000
                                                                                         ------                -----
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES                             (1,066)        (395,860)             (398,477)

CASH FLOWS FROM FINANCING ACTIVITIES
  Officer loan payable                                                                   19,000                19,000
  Sale of shares of common stock                                         2,000         600,000               603,551
                                                                         -----         --------              -------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                               2,000          619,000               622,551

CASH FLOWS FROM INVESTING ACTIVITIES
  Notes receivable                                                                    (223,642)             (223,642)
                                                                                      ---------             ---------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                                            (223,642)             (223,642)


NET INCREASE (DECREASE) IN CASH                                           934             (502)                   432
                                                                          ----
CASH BALANCE BEGINNING OF PERIOD                                           -0-              934                   -0-
                                                                           ---              ---                   ---
CASH BALANCE END OF PERIOD                                               $934              $432                 $432
                                                                         =====             ====                 ====







</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
                    Stock      Stock       Stock       Stock     in capital         stage            Total
                    -----      -----       -----       -----    -----------         -----            -----
<S>   <C>             <C>       <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-


Sale of shares                             2,000,000      2,000                                          2,000
Issuance of                                6,448,606      6,449     246,051                            252,500
shares for
acquisition of
license rights
Net loss                                                                                  (1,066)      (1,066)
                   ------    -------------                                                -------      -------


 12-31-1997          -0-        $-0-      10,000,000     10,000     246,051               (2,617)      253,434

Issuance of                                  900,000        900     449,100                            450,000
shares for
consulting fees
Issuance of                                  200,000        200     135,800                            136,000
shares for
consulting fees
Sale of shares                               600,000        600     599,400                            600,000
Net loss                                                                                (990,860)    (990,860)
                   ------    -------------


Balance              -0-        $-0-      11,700,000   $11,700  $1,430,351             $(993,477)    $448,574
                     ===        ====      ==========   ======== ===========            ==========    ========
12-31-1998






</TABLE>






    See accompanying notes to financial statements.




<PAGE>
                            D-LANZ DEVELOPMENT GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

                                                           F-9

        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.

       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, 1998 consist of the
balance sheet of the Company as at December 31, 1998, and the related statements
of operations,  retained earnings and cash flows for the year ended December 31,
1997 and 1998.

       b. Cash and cash equivalents

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



       c. Significant Concentration of Credit Risk

       At December 31, 1998 and September 30, 1999, the Company has concentrated
its credit risk by maintaining  deposits in several banks. The maximum loss that
could have  resulted from this risk totaled $-0- and $-0- which  represents  the
excess of the deposit  liabilities  reported by the banks over the amounts  that
would have been covered by the federal insurance.

       d. Earnings per share

       Basic  earnings  per share are  calculated  on the basis of the  weighted
average number of common shares outstanding for each period.

                                        Year ended     Year ended
                                         December 31,  December 31,
                                                1997    1998
---------------------------------
 Weighted number common
    shares outstanding                  3,663,545        10,733,332
                                        ============================


       e. Revenue recognition

       Revenue is recognized when  products are shipped or services are rendered

       f. 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 on a month to month basis for $250 per
month from Roger Fidler, President at 400 Grove Street, Glenn Rock, New Jersey.

       c. Officer Salaries

       Roger Fidler,  President is to receive a minimal salary of $500 per month
until such time as the Company enters into profitable operations.

       Note 5 - Capital Stock

       a. Common Stock

       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.

       c. Issuance of Capital Stock

       In May,  1998, the Company filed an  Registration  Statement on Form S-8,
issuing an  aggregate  of 300,000  shares of common  stock as  follows:  150,000
shares of common stock to Sound Capital and 150,000 to Thurcon Capital, Inc. The
Company  issued an aggregate of 100,000  shares of common stock  pursuant to the
agreement for financial consulting services valued at $1,000 or $.001 per share.

       On August 14, 1998,  the Company issued 200,000 shares of common stock to
Joel Brownstein in consideration  for consulting  services valued at $136,000 or
$0.68 per share.

       On August 25, 1998,  the Company issued 400,000 shares of common stock to
Vescom Holdings,  Inc. in consideration for consulting services valued at $4,000
or $.01 per share.

       On August 26, 1998,  the Company  sold 600,000  shares of common stock at
$1.00 per share in consideration  for notes receivable  aggregating  $600,000 as
follows: 500,000 shares to Joel Brownstein for $500,000; 100,000 shares to Sarit
Hirschkorn (wife of Jay Hait, Esq., Secretary to the Company).

       Subsequent  to the date of the  financial  statements,  Sarit  Hirschkorn
returned the 100,000 shares of common stock for  cancellation  in  consideration
for cancellation of the Note Receivable for $100,000.

       On December 1, 1998, the Company  restructured  its note  receivable with
Joel Brownstein ("JB") in consideration for the sale of 500,000 shares of common
stock as follows:  A new note for $228,500  with interest at 6% due by March 31,
1999 was entered into and an agreement to return  271,500 shares of common stock
as soon as practical for cancellation.

       On February 1, 1999, the Company entered into a consulting agreement with
JB for financial  consulting services to be rendered to the Company over a three
month period in  consideration  for  forgiveness of the $228,500 note receivable
and accrued interest to February 1, 1999 aggregating $230,785.

       Subsequent to the date of the balance sheet, JB returned for cancellation
271,500 shares of common stock.

       On August 26, 1998,  the Company issued 200,000 shares of common stock to
Vescom  Holdings,  Inc.  pursuant to an  agreement  for sale for an aggregate of
$200,000 or $1.00 per share.

        As of December 31, 1998, these shares were held in escrow by the Company
pending  immediate  delivery as required by a purchase option  agreement.  These
shares  have  not been  reflected  in the  number  of  shares  of  common  stock
outstanding as of December 31, 1998.

       On August 26, 1998,  the Company  sold 400,000  shares of common stock to
Wharton Capital Corp., ("Wharton") for an aggregate consideration of $200,000 in
consulting fees or $0.40 per share.

       b. 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 - 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 $993,477. 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, 1998 are as
follows:

                  Deferred tax asset:
                  Net operating loss carry forward            $  337,782
                  Valuation allowance                         $( 337,782)
                  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, 1998.

        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 7 -  Commitments and Contingencies

       Liabilities, Commitments and Contingencies

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

       a. Financial Consulting Agreements

       In May,  1998, the Company filed an  Registration  Statement on Form S-8,
issuing an  aggregate  of 300,000  shares of common  stock as  follows:  150,000
shares of common stock to Sound Capital and 150,000 to Thurcon Capital, Inc.

       The  Company  issued an  aggregate  of  100,000  shares  of common  stock
pursuant to the agreement for financial  consulting services valued at $1,000 or
$.001 per share.

       b. Agreement with Joel Brownstein

       In August, 1998, the Company filed an Registration Statement on Form S-8,
registering  options to sell  200,000  shares of common stock at $.001 per share
for an  aggregate of $2,000 to Joel  Brownstein  ("JB") in  consideration  for a
financial  consulting agreement for a period of 6 months. On August 5, 1998, The
Company issued the shares of common stock.  The transaction was valued at valued
at $136,000 or $0.68 per share.



       d. Agreement with Wharton Capital Corp.

       On August 13,  1998,  the Company  entered  into a  financial  consulting
agreement with Wharton  Capital Group,  Inc.  ("Wharton") for a term of one year
and may be canceled upon 30 days notice by either party. As  consideration,  the
Company issued 125,000 shares of common stock valued in the aggregate at $50,000
or $.40 per share and receive a aggregate cash payment of $100,000 to be paid in
3 installments as follows: $25,000 upon execution of the agreement,  $25,000 due
within 1 week latter and the third installment due within 30 days.

     The 125,000  shares of common  stock were issued at a value of $125,000 and
the first installment of $25,000 was paid directly by Mr. Roger Fidler.

       e. Agreement with Vescom Holdings, Inc.

       On August 25, 1998,  the Company  entered into a financial and management
consulting  agreement  with Vescom  Holdings,  Inc. for a period of one year. In
consideration  for this  agreement,  the  Company  agreed to as  follows:  issue
400,000  shares of common  stock  valued at $4,000 or $.01 per  share;  to grant
options  to  purchase  200,000  shares  of  common  stock at $1.00 per share and
required the payment of an aggregate of $100,000. The payment of $100,000 was to
be paid in  installments  as follows:  $25,000 upon  execution of the  contract;
$25,000;  $25,000 a week  latter and the  balance  within 30 days  provided  the
Company is satisfy with Vescom's performance.

       As of  December  31,  1998,  the  400,000  shares  of common  stock  were
delivered and the initial payment of $25,000 was made.

       As of December  31, 1998,  the  contract was canceled for  unsatisfactory
performance.

        As of December 31, 1998, 200,000 shares were being held in escrow by the
Company pending  immediate  delivery as required by a purchase option agreement.
These  shares have not been  reflected  in the number of shares of common  stock
outstanding as of December 31, 1998.

       Subsequent to the date of the financial statements,  these shares were to
be canceled  by the Company for  non-execution  of the  agreement  for  optioned
shares at $1.00 per share.

       f. Agreement with Sarit Hirschkorn

       On  August  23,  1998,  the  Company  entered  into  computer  consulting
agreement with Sarit  Hirschkorn  ("Hirschkorn")  to create a customer and sales
tracking database.  In consideration for these services,  Hirschkorn was granted
an option to  purchase  100,000  shares of common  stock at $1.00 per share.  In
August, 1998, the Company issued 100,000 shares of common stock in consideration
for a note receivable for $100,000 plus accrued interest at 6%.

       Subsequent  to the date of the  financial  statements,  the agreement was
terminated along with the note receivable for $100,000 plus accrued interest and
the stock was returned to the Company for cancellation.

       As of December  31, 1998,  the Company has set up a 100% reserve  against
this note.

       Note 8. 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 9 - 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.

       Note 10 - Subsequent Events

       a. Agreement with THE TAXIN NETWORK

       On February 19, 1999, the Company filed an Registration Statement on Form
S-8,  issuing  200,000  shares of common stock to THE TAXIN  NETWORK  ("TTN") as
financial consultant for an aggregate consideration of $40,000 or $.20 per share
for a term of four months.

       The  agreement  calls for members of the Company to make  appearances  on
various  broadcast  stations around the country,  optional mailings to a list of
listeners of "The Financial Hours with Ed Taxin";  printing of press releases to
be  published  on the  Internet  under  the by line Ed Taxin;  inclusion  of the
Company  at various  speaking  engagements  and  financial  seminars  ;and other
appearance opportunities.

       b. Agreement with Jim D. Tilton

       On March 24, 1999,  the Company filed an  Registration  Statement on Form
S-8,  issuing  400,000  shares of common  stock to Jim D. Tilton  ("Tilton")  of
Louisville,  Kentucky as financial consultant. The agreement entitles Tilton to
option to  purchase  400,000  shares of common  stock at $0.01 per share.  These
shares to be issued will be registered  on Form S-8 soon after  execution of the
agreement.



<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:  January 11, 2000          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:   January 11, 2000               By:    s/Roger L. Fidler
                                               ROGER L. FIDLER
                                               President
                                               Director