SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                         D-LANZ DEVELOPMENT GROUP, INC.
             (Exact name of registrant as specified in Its charter)

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

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

                 COMPENSATION AGREEMENT WITH SOUND CAPITAL, INC.
             COMPENSATION AGREEMENT WITH THURCON CAPITAL CORPORATION
                            (Full title of the plan)

              Roger L. Fidler, 400 Grove St., Glen Rock, NJ 07452
                     (Name and address of agent for service)

                                 (201) 445-8862
                     Telephone number, including area code,
                              of agent for service

<TABLE>
<CAPTION>

                                                    Calculation of Registration Fee

<S>                    <C>                  <C>                   <C>                   <C>  
---------------------- -------------------- --------------------- --------------------- --------------------
                                              Proposed maximum      Proposed maximum
 Title of securities                         offering price per    aggregate offering
  to be registered        Amount to be              unit                 price               Amount of
                           registered                                                    registration fee
---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par        300,000 shares           $0.31(1)           $100,000.00(1)             $31
value $.001
per         share
---------------------- -------------------- --------------------- --------------------- --------------------
---------------------- -------------------- --------------------- --------------------- --------------------

---------------------- -------------------- --------------------- --------------------- --------------------
</TABLE>

     (1) Estimated solely for the purpose of calculating the registration fee on
the basis of,  pursuant to Rule  457(g)(2),  the price of securities of the same
class included in this registration statement.

<PAGE>

                        PART I - INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

                         D-LANZ DEVELOPMENT GROUP, INC.
                         300,000 SHARES OF COMMON STOCK
                                (PAR VALUE $.001)
                                ----------------

     The 300,000 shares of Common Stock,  $.001 par value, of D-Lanz Development
Group,  Inc.  (the  "Company")  (collectively,   the  "Shares")  to  which  this
Prospectus  relates will be sold by the Company from time to time, or at any one
time, in negotiated  transactions  as  compensation  in lieu of cash pursuant to
Compensation  Agreements with or in payment of services previously rendered from
various  consultants to the Company.  The costs of registering  the Shares under
the Securities  Act,  estimated at $1,060.00,  will be paid by the Company.  The
Company will not receive any proceeds from the sale of the 300,000  Shares,  but
will benefit from the services rendered under the Compensation Agreements.

     As of May 13, 1998, the Common Stock is traded through the Over The Counter
Market  under the symbol  "DLNZ." The last  reported  sales price for the Common
Stock on May 14, 1998 was $0.31 per share.

                                ----------------

     THIS  OFFERING  INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK  FACTORS"  FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS
AND RECIPIENTS OF THE SHARES OFFERED HEREBY.

                                ----------------
     THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE 

                                ----------------

                  The date of this Prospectus is May 13, 1998

<PAGE>

     NO DEALER,  SALESMAN,  OR ANY OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS IN CONNECTION  WITH THE OFFERING  HEREIN  CONTAINED,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A  SOLICITATION  OF AN OFFER TO BUY,  THE  SECURITIES  OFFERED  HEREBY IN ANY
JURISDICTION  TO ANY  PERSON  TO  WHOM  IT IS  UNLAWFUL  TO  MAKE  AN  OFFER  OR
SOLICITATION.  NEITHER THE DELIVERY OF THIS  PROSPECTUS NOR ANY SALE OR ISSUANCE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.
                                                          
                                ----------------

                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the  rules  and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  may be  inspected  and  copied at  prescribed  rates at the  public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024,  Washington,  D.C. 20549, and at the following regional
offices of the Commission:  7 World Trade Center, 13th Floor, New York, New York
10048 and  Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois 60661.

     The   Company   is  filing   with  the   Commission,   450  Fifth   Street,
N.W.Washington,   D.C.  20549,  a  Registration   Statement  on  Form  S-8  (the
"Registration  Statement") under the Securities Act, as amended, with respect to
the  securities  offered  hereby.  This  Prospectus  does  not  contain  all the
information set forth in the  Registration  Statement and the exhibits  thereto.
For further information regarding the Company and the securities offered hereby,
reference is made to the  Registration  Statement and to the exhibits filed as a
part  thereof,  which may be inspected at the offices of the  Commission  at 450
Fifth Street, N.W., Washington, D.C. 20549 without charge or copied upon request
to the Public Reference  Section of the Commission and payment of the prescribed
fee.  This  Registration  Statement  has been filed  electronically  through the
Electronic Data Gathering  Analysis and Retrieval system (EDGAR) and is publicly
available  through the  Commission's web site  (http://www.sec.gov).  Statements
contained  in this  Prospectus  as to the  contents  of any  contract  or  other
document  referred to herein are not  necessarily  complete and in each instance
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all respects by such reference.

<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

     The  Company's  (i) Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1997,  (ii)  Quarterly  Reports on Form 10-Q for the quarters ended
September 30, 1997 and June 30, 1997,  and (iii) the Current  Report on Form 8K,
filed  by the  Company  on  December  1,  1997  are  incorporated  in and made a
constituent  part of  this  Prospectus  by  reference.  All  reports  and  proxy
statements filed by the Company with the Commission  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange Act after the date of this  Prospectus  and
prior to  termination of the offering of the Shares of Common Stock to which the
Prospectus  relates  shall  likewise  be deemed  incorporated  herein and made a
constituent part hereof by reference from the respective dates of filing.
  
     Any  statement   contained  in  a  document   incorporated   or  deemed  to
beincorporated by reference herein shall be deemed to be modified and superceded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any subsequently filed document that is also incorporated  herein modifies
or replaces such statement. Any statement so modified or superceded shall not be
deemed,  except as so  modified  or  superceded,  to  constitute  a part of this
Prospectus.

     UPON WRITTEN OR ORAL REQUEST, THE COMPANY WILL PROVIDE,  WITHOUT CHARGE, TO
EACH  PERSON  WHO  RECEIVES  A COPY  OF  THIS  PROSPECTUS,  A COPY OF ANY OF THE
INFORMATION THAT IS INCORPORATED BY REFERENCE HEREIN. ANY SUCH REQUEST SHOULD BE
MADE TO THE  ATTENTION OF ROGER L.  FIDLER,  ESQ. AT D-LANZ  DEVELOPMENT  GROUP,
INC., 400 GROVE ST., GLEN ROCK, NJ, 07452, TELEPHONE NO. (201) 457-1221.

<PAGE>                                                             
                                   THE COMPANY

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Prospectus may contain various  "forward-looking  statements,"  within
the meaning of the Securities  Act and the  Securities  Exchange Act of 1934, as
amended,  (the "Exchange  Act"),  that are based on  management's  beliefs,  and
assumptions, as well as information currently available to management. When used
in this  document,  the words  "anticipate,"  "estimate,"  "expect,"  "will" and
similar  expressions  may  identify  forward-looking  statements.  Although  the
Company  believes that the  expectations  reflected in any such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove  to be  correct.  Any  such  statements  are  subject  to  certain  risks,
uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results,  performance or financial  condition may vary  materially  from
those anticipated,  estimated or expected. Among the key factors that may have a
direct bearing on the Company's results,  performance or financial condition are
fluctuations in the economy;  the degree and nature of  competition;  demand for
the Company's products;  changes in laws and regulations affecting the Company's
business;  and the Company's ability to recruit and retain  individuals with the
requisite  technological  expertise  to  continue to develop  new  products  and
enhancements to existing products, to expand into new markets, and to transition
successfully  from a development stage company to an operating company and other
matters described in "Risk Factors" and elsewhere in this Prospectus.
 
                                    OVERVIEW

THE COMPANY

     D-Lanz  Development  Group,  Inc., a development  stage  company  commenced
business activities as a partnership in 1947 and was incorporated on December 5,
1952, under the name Osrow Products Company,  Inc.  Effective  December 1, 1972,
Osrow  Products  Company,  Inc.,  a  New  York  Corporation,   merged  into  OSR
Corporation, a Delaware corporation.  OSR was incorporated on June 28, 1972. OSR
was formed  solely for the purpose of having Osrow  Product  Company's  state of
incorporation  changed from New York to Delaware and its name changed from Osrow
Products Company, Inc. to OSR Corporation.  On May 17, 1988, the Company amended
its certificate of incorporation,  changing its name to Resort Connections, Inc.
and  changing  the  total  authorized  capital  stock  to  55,000,000  of  which
50,000,000  shares  are  common  stock  with a par  value of $.001 per share and
5,000,000  shares are  preferred  stock with a par value of $.001 per share.  On
January 30, 1990, the Company amended its certificate of incorporation to change
its name to D-Lanz  Development  Group, Inc., and to change the aggregate number
of  shares  of stock  the  Company  may  issue to  100,000,000  shares  of which
50,000,000  are common stock with a par value of $.001 per share and  50,000,000
shares are preferred  stock with a par value of $.001 per share. On May 6, 1988,
the company restated the number of common stock outstanding by reverse splitting
the number of shares 1 for 4 from 6,2205,970 to 1,551,394.

     On  September  30,  1997,  the  Registrant  acquired  the  assets of Health
Technologies  International,  Inc. ("HTI"), a private New Jersey corporation, in
exchange  for  8,448,606  shares  of the  Registrant's  common  stock.  HTI  was
controlled by Roger Fidler, President of the Registrant. Through the acquisition
of HTI, the Company  acquired the rights to purchase under license the exclusive
rights in Chile and Singapore  (the "Territory")  to  manufacture  and market a
breast thermal activity indicator ("BTAI") device ("the Licensed Device").

THE COMPANY'S PRODUCT AND PLAN OF DISTRIBUTION

     The Licensed  Device is a non-invasive,  easy to use, low cost,  adjunctive
test to be used by primary  care  physicians,  gynecologists  and other  medical
specialists  as part of a breast  disease  monitoring  program along with breast
self- examination  ("BSE"),  palpation and (depending on a patient's age, family
history and other factors) mammography and other established clinical procedures
including  ultrasound and/or biopsy. An important feature of the Licensed Device
is that the results will be  immediately  available to the  physician  while the
patient  is "on site" at the point of care in the  physician's  office,  clinic,
hospital and/or mammography  center. If the Licensed Device indicates that there
is unilateral  breast thermal activity (i.e., in one breast only), the physician
is alerted to the possibility of a physiological condition,  including thermally
active  cancer.  The Licensed  Device has  received  marketing  clearance  under
Section  510(k) of the Food,  Drug and  Cosmetic  Act (the  "FDC" Act ) from the
United  States  Food and Drug  Administration  ("FDA") by  Humascan,  Inc.,  the
licensee of the same technology in the United States.  The Company's product has
not yet been submitted for approval to the  appropriate  regulatory  agencies in
either Chile or Singapore.

     As breast cancer cells multiply,  excessive heat is often  generated.  This
heat is most  often  conveyed  to the  surface of the  breast  resulting  in the
temperature  of the skin of a particular  area of one breast being elevated from
between 2 degrees and 6 degrees  Fahrenheit  versus the  temperature of the same
area of the other  breast.  The  Licensed  Device  permits the  measurement  and
comparison of temperature  variances between three mirror-image sections of each
breast, thus indicating the possibility of either proliferating thermally active
breast  cancer cells or certain types of thermally  active breast  disease which
may require medical treatment.

     The Company intends initially to market the Licensed Device to primary care
physicians,  gynecologists  and other medical  specialists  throughout Chile and
Singapore.  Pursuant  to this  strategy,  the  Company  is  searching  for local
companies  to enter into  supply and  distribution  agreements  in the  licensed
territories.

     The  Licensed  device  consists  of a pair of  mirror-image,  non-invasive,
lightweight,  disposable soft pads, each of which has three wafer-thin  segments
containing columns of heat sensitive chemical sensor dots that change color from
blue to pink  reflecting an 8.5 degree  temperature  range between 90 degrees to
98.5 degrees Fahrenheit. When placed over a woman's breasts inside her brassiere
for a period of 15 minutes,  the  Licensed  device  registers  skin  temperature
variations due to heat conducted from within the breast tissue to the surface of
the skin. By comparing the mirror-image  temperature differences between the two
breasts  registered  by the  Licensed  device,  the  physician  can  objectively
quantify if there is  abnormal  unilateral  breast  thermal  activity,  which is
considered  significant  if  there  is  a  2o  Fahrenheit  or  more  temperature
difference  between  each  breast in the same  mirror-image  location.  Based on
clinical  studies  at major  medical  centers,  the  threshold  tumor  size that
resulted  in  significant  skin  temperature  differences  detectable  with  the
Licensed device was as small as five millimeters in size. In contrast, according
to industry sources,  the majority of breast tumors are, on average, at least 15
millimeters or larger before they are palpable by most experienced clinicians.

     The equipment that the Company will use to manufacture  the Licensed Device
will be  constructed by a medical  engineering  contractor and is expected to be
operational  within  one  year  of  the  start  of  construction.   The  Company
anticipates  that the Licensed  Device will be sold to  distributors  for prices
ranging from &8 per unit to $15 per unit.  Final  selling price will depend upon
whether the product is sold "OTC" or through physicians.


INDUSTRY BACKGROUND

     Breast  cancer  is  one  of  the  most  common  cancers  among  women  and,
notwithstanding existing methods of detection, is currently the leading cause of
death  among  women  between  the ages of 35 and 54 in the  United  States.  The
American Cancer Society estimates that in 1996  approximately  184,300 new cases
of breast cancer are expected to be diagnosed and approximately 44,300 women are
expected to die from the disease in the United States alone. Although the causes
of  breast  cancer  are  unknown  and there is no known  method  of  prevention,
survival rates are highest,  and the likelihood of recurrence is lowest,  if the
cancer is  diagnosed  and  treated  at its  earliest  stages.  According  to the
National Cancer Institute,  the five-year survival rate decreases from more than
90% to 72% after the cancer  has  spread to the lymph  nodes and to 18% after it
has spread to other  soft-tissue  organs.  Government  spending  for, and public
awareness  of, early  screening  and  diagnosis of breast  cancer has  increased
substantially  in recent years.  In fact,  breast cancer  screening is generally
recommended  as a routine  part of  preventive  health  care for over 90 million
women in the United States.  Industry sources estimate that  approximately  11.3
million  mammograms and 800,000  surgical  biopsies were performed in the United
States in 1994 (the last year for which such data is available  from the Centers
For Disease Control).  Moreover, the Physicians' Insurers Association report for
1995 indicated that, during such year, failure to diagnose breast cancer was the
most common source of  malpractice  complaint  among patients with breast cancer
and the second most expensive type of claim,  with an average  indemnity payment
of $301,460 during the six months preceding such report.

<PAGE>

CLINICAL TESTING

     From 1980 to 1984,  clinical  data from the use of the Licensed  Device was
collected  on 3,262 women of all ages in five  separate  clinical  trials at six
institutions and hospitals,  all in the United States,  including M.D.  Anderson
Hospital and Tumor  Institute  ("M.D.  Anderson"),  Brottman  Memorial  Hospital
(UCLA)  ("Brottman"),   Georgetown  University  School  of  Medicine,   Memorial
Sloan-Kettering  Hospital  ("Sloan-Kettering")  and  Guttman  Cancer  Diagnostic
Institute  ("Guttman  Diagnostic").  The key results of the principal trial, one
involving multiple sites, were as follows:


TRIAL (Guttman Diagnostic)

   o  The Licensed device versus Clinical Screening for "Suspicion of Cancer" 
      (using mammography and clinical breast examination) - The trial involved
      2,805 women:

   o  99 women were judged positive for "suspicion of cancer" based solely on
      the standard screening methods, i.e., mammography and clinical breast
      examination. Of the 99 women, 86 had positive breast thermal activity
      based on the Licensed device results, for a sensitivity index (agreement 
      on positives with the standard clinical screening methods) of 86.9%.

   o  Biopsy results confirmed cancer in 15 women, 13 of whom had positive
      breast thermal activity based on the Licensed device results, for a 
      sensitivity index (agreement on positives with biopsy) of 86.7%.

   o  2,706 women were judged negative using the standard clinical screening 
     methods. 2,340 women were found to have no breast thermal activity based on
     the  Licensed  device  results,  for  a  specificity  index  (agreement  on
     negatives with the standard  screening  methods) of 86.5% for no "suspicion
     of cancer."  Comparatively,  in clinical screening for "suspicion of breast
     cancer," mammography has a reported specificity of 90.0% and sensitivity of
     78.0%  to  96.0%,   while  clinical  breast   examination  has  a  reported
     specificity  of 57.0% to 70.0% and BSE has a reported  specificity of 20.0%
     to 30.0%.


HISTORY OF THE LICENSED PRODUCT

     The BTAI was patented in 1980 by Zsigmond L. Sagi, Ph.D. ("Dr.  Sagi"), who
assigned  the patents  relating to the  device,  then called the "Breast  Cancer
Screening  Indicator,"  to a private  company  called  BCSI  Laboratories,  Inc.
("BCSI").  In 1980, BCSI was acquired by Faberge,  Incorporated  ("Faberge") and
work on the BTAI continued.  FDA authorization to market the BTAI was granted in
1984. By that time, Faberge had constructed a plant and the necessary  machinery
to commence commercial  production of the BTAI. In 1985, Faberge was acquired in
a  hostile  takeover  by  McGregor   Industries   ("McGregor").   Following  the
acquisition,  McGregor reportedly  discontinued work on many of the new business
projects Faberge had been pursuing,  including the BTAI, but retained  ownership
of the  patent to, and  regulatory  approvals  for,  the BTAI.  In 1986  Scantek
Medical  Corp.  ("SMC") was formed by Dr. Sagi and  purchased all BCSI. In 1991,
the assets of SMC (including the patent rights and regulatory  approvals for the
Licensed device) were acquired by Scantek Medical,  Inc.  ("Scantek").  In 1997,
Scantek  granted a license to the Company to manufacture and market the Licensed
Device in Chile and Singapore.



Plan Of Operation

     The  Company has 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  approvals
needed to begin sales of the Company's  product in these  countries,  to arrange
for a medical  product  distributor  in these  countries to carry the  Company's
product,  and to set up a manufacturing  facility for the product in one or both
of the  countries in which the company holds an exclusive  license.  In order to
set up this plant,  the Company will be require to raise additional funds to pay
for the as of yet  unascertained  costs  of  setting  up the  manufacturing  and
marketing systems  envisioned.  The minor  administrative  costs for the Company
have  been  and will in all  likelihood  continue  to be borne by the  Company's
President  during 1998, until such time as the Company makes more active efforts
to implement its marketing and manufacturing plans.


                                  RISK FACTORS

     An investment in the shares of Common Stock offered hereby  involves a high
degree of risk and immediate and substantial dilution and should be made only by
persons  who can afford a loss of their  entire  investment.  In addition to the
other  information  in this  Prospectus,  the following  risk factors  should be
considered  carefully in  evaluating an investment in the shares of Common Stock
offered hereby.

     Absence of Operating History;  Development Stage; Stockholders' Deficit; No
Revenues;  Continuing  Losses.  The Company  commenced its current business (See
Business of the Company) in December,  1997, has no operating  history and is in
the  development  stage.  As such, the Company is subject to all of the business
risks associated with a new enterprise,  including  constraints on the Company's
resources,   lack  of  established  creditor   relationships  and  uncertainties
regarding  product  development and future  revenues.  Since its inception,  the
Company has been engaged only in development activities and raising capital. The
Company has not derived any revenue  from  operations  and has  incurred  losses
since  inception.  The Company  does not  anticipate  deriving  any revenue from
operations  until such time as the  Company's  licensed  device is available for
commercial  delivery.  The Company  anticipates  incurring  significant costs in
connection  with bringing the  Company's  licensed  device to market,  including
costs  relating  to the  establishment  of its  manufacturing  facility  and the
establishment  of its marketing  program.  The Company's  ability to operate its
business  successfully  will depend,  in part, on a variety of factors,  many of
which are outside the Company's  control,  including  governmental  programs and
requirements  in  Chile  and  Singapore,  physician  and  consumer  preferences,
regulatory   requirements,   plant  and   equipment   repair   and   maintenance
requirements,  competition  and changes in raw material  supplies and suppliers.
The  likelihood  of success of the Company  must be  considered  in light of the
expenses,  difficulties and delays frequently encountered in connection with the
formation  and early phase of operation  of a new  business and the  competitive
environment  in which  it will  operate.  There  can be no  assurance  regarding
whether or when the Company will  successfully  implement  its business  plan or
that the Company will achieve profitability by generating sufficient revenues to
offset anticipated costs. See "Management's Discussion and Analysis of Financial
Condition and Plan of Operation."

     Significant  Capital  Requirements;  Need  for  Additional  Financing.  The
Company's  capital  requirements in connection with its product  development and
marketing  activities will be  significant.  The Company has been dependent upon
the proceeds of sales of its securities to private investors to fund its initial
development  activities.  Since the  Company  is not  currently  generating  any
revenue from  operations,  it is  dependent on the proceeds of this  Offering to
continue  development  activities.  The Company's  future  liquidity and capital
funding  requirements will depend on numerous factors,  including the results of
clinical  studies,  the  extent  to  which  the  licensed  device  gains  market
acceptance,   the  costs  and  timing  of  expansion  of  sales,  marketing  and
manufacturing  activities  and  competition.  There  can  be no  assurance  that
additional  capital,  if needed,  will be available on terms  acceptable  to the
Company, or at all. Furthermore, any additional equity financing may be dilutive
to  stockholders,   and  debt  financing,  if  available,  will  likely  include
restrictive covenants. The failure of the Company to raise capital on acceptable
terms when  needed  could have a material  adverse  effect on the  Company.  See
"Management's  Discussion  and  Analysis  of  Financial  Condition  and  Plan of
Operation--Liquidity and Capital Resources."

     Dependence  Upon  a  Single  Product.  The  Company's  licensed  device  is
currently the Company's only product and will account for  substantially  all of
the  Company's  revenue,  if any,  for the  foreseeable  future.  The  Company's
licensed  device was approved by FDA in January 1984 under Section 510(k) of the
FDC Act  ("510(k)  Market  Rights") to be marketed for use by  physicians  as an
adjunct to routine physical  examination,  including palpation,  mammography and
other  established  procedures for the detection of breast disease,  but has not
yet  been  commercially  introduced.  There  can  be  no  assurance  that,  when
manufactured,  the device will be  effective  or that it will be more  effective
than  competing  products  or  technologies,  capable of being  manufactured  in
commercial  quantities  at acceptable  costs or  successfully  marketed.  If the
device  is not  successfully  commercialized,  it is likely  that the  Company's
business operations would cease.



     Uncertainty of Market Acceptance;  Certain  Thermographic  Applications Not
Accepted.  The Company's  success will be  substantially  dependent upon,  among
other  factors,  the market  acceptance of the Company's  licensed  device.  The
Company  has not yet  commenced  marketing  activities  or  conducted  market or
feasibility studies with respect to the device. The Company believes that market
acceptance of the device will depend,  in part,  upon the  Company's  ability to
demonstrate  to  physicians  the  clinical   benefits,   safety,   efficacy  and
cost-effectiveness  of the device. Prior thermographic devices which, unlike the
device, involved imaging rather than measurement of temperature differences, did
not perform as intended.  In 1983,  the Office of Health  Technology  Assessment
("OHTA") of the Department of Health and Human Services  issued a report stating
that  thermography  needed further  development and should not be used alone for
diagnostic screening as an alternative to mammography.  In 1984, the Health Care
Financing  Administration  ("HCFA")  withdrew  coverage for  thermography  under
Medicare and  Medicaid as a diagnostic  screening  method.  In 1991,  based upon
reports  which  addressed  the  use  of   thermography   in   neurological   and
musculoskeletal  conditions,  the American Medical  Association ("AMA") passed a
resolution  stating  that  thermography  had not been  proven to have value as a
medical   diagnostic  test.  In  1992,  HCFA  withdrew   Medicare  and  Medicaid
reimbursement  for all other uses of  thermography.  In 1993,  the AMA adopted a
resolution  stating that the use of thermography  for diagnostic  purposes could
not be  recommended  at that time.  Although the  Company's  licensed  device is
adjunctive and is not to be used for diagnosis of breast disease, the OHTA, HCFA
and AMA positions against the use of thermography as a diagnostic tool may cause
confusion  among  physicians.  The  Company  will need to  demonstrate  that the
licensed device is an effective adjunct to diagnostic  procedures.  In the event
that the licensed device fails to achieve  significant market acceptance,  it is
likely that the Company's  business  operations would cease.  See  "Management's
Discussion and Analysis of Financial Condition and Plan of Operation."

     No Manufacturing Experience;  Dependence on Zigmed, Inc. The Company has no
experience in  manufacturing,  and has not yet manufactured the licensed device.
If the Company is unable to  manufacture  the device,  the Company  would not be
able to  commercialize  it,  in which  event,  it is likely  that the  Company's
business  operations  would  cease.  If  the  Company  encounters  manufacturing
difficulties,  including problems involving  production yields,  quality control
and assurance,  shortages of components or shortages of qualified personnel,  it
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations. In addition, there is no assurance that the
Company will be able to manufacture  the device in accordance with FDA's current
Good Manufacturing Practice ("CGMP") regulations. The Company has entered into a
contract  (the  "Turnkey  Construction  Contract")  with  Zigmed for the turnkey
construction of its licensed device production machinery (the "Production Line")
and is dependent on Zigmed for the  construction of the Production  Line. In the
event Zigmed fails to complete the Production  Line, the Company would be forced
to complete the Production Line itself or pay another contractor to complete it.
Unless the Production Line is substantially  completed by Zigmed, it is unlikely
that the Company could complete the Production Line itself,  and there can be no
assurance that the Company could find another contractor willing to complete the
Production Line or complete it at a cost  acceptable to the Company.  Failure by
Zigmed to complete the Production Line would,  and failure by Zigmed to complete
it as scheduled could, have a material adverse effect on the Company.  Zigmed is
controlled by Zsigmond G. Sagi,  the son of Dr. Sagi,  the Chairman of the Board
of Scantek.

     Termination  of License  Agreement if Certain  Threshold  Royalties are not
Earned.  The Company has licensed the rights to the licensed device from Scantek
pursuant to a license agreement dated as of August 15, 1996, as amended March 5,
1997 (the "License Agreement").  The License Agreement provides that the Company
is to pay minimum royalties of $80,000,  $200,000 and $300,000 respectively,  in
the first three years in which the device is sold and $400,000 in the fourth and
subsequent  years.  There is no assurance that the device will be commercialized
successfully,  or that threshold  royalties will be earned. Any such termination
of the License Agreement for failure to earn threshold royalties would be likely
to cause the  Company's  business  operations to cease.  See  "Business--License
Agreement."

     Lack of Marketing Experience;  Dependence on Unascertainable Companies; The
Company currently has no marketing  experience and limited financial,  personnel
and other resources to undertake the extensive marketing activities necessary to
market the licensed device.  The Company's  ability to generate revenue from the
sale of the device will be dependent  upon,  among other things,  its ability to
manage an effective sales organization. The Company will need to develop a sales
force and a marketing  group with  technical  expertise to coordinate  marketing
efforts with local  companies in its designated  license areas.  The Company has
not yet entered into distribution  agreements in its licensed  territories,  yet
will be significantly  dependent on the companies ultimately contracted with for
distribution  and sales.  Failure of these  companies to perform as  anticipated
would have a material adverse effect on the Company's  operations.  In addition,
there can be no  assurance  that the Company  will be able to market or sell its
products   effectively  through  independent  sales   representatives,   through
arrangements with some other outside sales force, or through strategic partners.
See "Business--Marketing and Distribution."

     Foreign  Government  Regulation.  The Company's  products and manufacturing
activities  are  subject  to  extensive  foreign  government   regulation.   The
regulation of medical devices varies from country to country.  USFDA approval is
sometimes accepted as proof of efficacy in Chile and Singapore.  There can be no
assurances  that regulatory  registration  will be effected within an acceptable
time frame. Failure to achieve registration for sale of the BTAI will materially
and adversely effect the Company.

     Competition;  Technological  Obsolescence.  The Company is not aware of any
low-cost  devices  currently  on the market  which  compete  with the  Company's
licensed device.  Nevertheless,  the Company's potential competitors may succeed
in developing products that are more effective or less costly than the Company's
products,  and such  competitors  may also prove to be more  successful than the
Company in manufacturing,  marketing and sales. Some of the Company's  potential
competitors  may be large,  well-financed  and  established  companies that have
greater resources for research and development, manufacturing and marketing than
the Company and, therefore, may be better able than the Company to compete for a
share  of the  market  even in  areas in which  the  Company  may have  superior
technology.  It is also  possible  that there will be  technological  changes or
developments  by  competitors  which will  render the device  noncompetitive  or
obsolete.

     Dependence on Qualified Personnel.  The success of the Company is dependent
on the continued efforts of Roger L. Fidler,  the Company's  President and Chief
Executive  Officer.  The loss of Mr.  Fidler's  services  could  have a material
adverse effect on the Company's  operations.  The success of the Company is also
dependent upon its ability to hire and retain additional  qualified  scientific,
managerial and manufacturing personnel.  Competition for personnel is intense in
the medical device  manufacturing  industry.  There can be no assurance that the
Company will be able to attract and retain qualified personnel.

     Lack of Patent  Protection;  Neither the  Company  nor the  Licensor of the
licensed  device  which the Company  intends to  manufacture  has  patented  the
Company's  licensed  device in Chile or Singapore.  Therefore,  the Company must
rely on trade  secrets,  to protect its  technology.  There can be no assurances
that  trade  secrets  will be  established,  that  secrecy  obligations  will be
honored,  or that  others  will not  independently  develop  similar or superior
technology.  To the extent that  consultants,  key  employees,  or other parties
apply technological  information independently developed by them or by others to
Company  products,  disputes  may  arise as to the  proprietary  rights  to such
information  which  may not be  resolved  in favor of the  Company.  There is no
assurance  that the Company will be able to prevent  competitors  from using the
same or  similar  marks,  concepts  or  appearance  or will  have the  financial
resources  to protect its marks  against  infringing  use.  The Company does not
currently  intend  to apply  for  patents  on the  licensed  device  in Chile or
Singapore.  In the event that patent protection is not obtained, the business of
the Company may be materially and adversely affected.

     Product  Liability.  The nature of the  Company's  products  may expose the
Company to product  liability  risks.  The Company  currently  does not maintain
product  liability  insurance  coverage.  Although  the Company  plans to obtain
product  liability  insurance  before sales of the licensed  device begin,  such
insurance is becoming increasingly  expensive and there can be no assurance that
the Company  will be able to obtain or maintain  such  insurance  on  acceptable
terms or that such  insurance,  if  obtained,  will  provide  adequate  coverage
against product  liability  claims.  While no product liability claims have been
brought  against the  Company to date,  a  successful  product  liability  claim
against the Company in excess of its  insurance  coverage  could have a material
adverse effect on the Company.

     Risks  Associated  with  an  International  License.  The  Company  is only
licensed to sell the licensed product in Chile and Singapore.  Thus, the Company
is  required  to create a  strategy  which  will  require  it to run  operations
exclusively  in foreign  markets.  To date,  the  Company has no  experience  in
creating  localized  versions of its products and marketing and distributing its
products  internationally.  There can be no  assurance  that the  Company or the
entities with which it partners in these  international  markets will be able to
successfully  manufacture,  market,  sell and  deliver  the  Company's  licensed
products in these  markets.  In addition to the  uncertainty as to the Company's
ability to operate  with an  international  presence,  there are  certain  risks
inherent in doing  business  on an  international  level  which could  adversely
impact the  success  of the  Company's  international  operations.  These  risks
include  technical  difficulty  in  localizing  the  products  for the  specific
territories,  changes in regulatory  requirements,  export restrictions,  export
controls  relating to encryption  technology,  tariffs and other trade barriers,
difficulties in staffing and managing foreign operations, longer payment cycles,
problems in collecting accounts receivable, political instability,  fluctuations
in currency exchange rates,  seasonal reductions in business activity during the
summer  months in Europe and certain  other  parts of the world and  potentially
adverse tax  consequences.  In some cases, the prohibitive  costs of telephones,
telephone lines,  high speed links and other  communications  access may exclude
whole countries. There can be no assurance that one or more of such factors will
not  have a  material  adverse  effect  on the  Company's  future  international
operations and, consequently,  on the Company's business,  operating results and
financial  condition.  Concentration of Stock Ownership.  The present directors,
executive officers and their respective  affiliates are the beneficial owners of
approximately  63.6% of the outstanding Common stock and upon completion of this
offering,  the  present  directors,  executive  officers  and  their  respective
affiliates will beneficially own approximately  63.28% of the outstanding Common
Stock. As a result, these stockholders are and will be able to exercise absolute
control over all matters requiring stockholder approval,  including the election
of  directors  and  approval  of  significant   corporate   transactions.   Such
concentration  of ownership may also have the effect of delaying or preventing a
change in control of the company.

     Potential Conflicts of Interest.  In connection with its acquisition of the
technology relating to the licensed device, the Company entered into the License
Agreement with Scantek and the Turnkey  Construction  Contract with Zigmed. Upon
completion of this Offering,  Scantek will own beneficially approximately 20% of
the  Company's  outstanding  Common  Stock.  Zigmed is controlled by Zsigmond G.
Sagi,  the  son of Dr.  Sagi,  the  Chairman  of the  Board  of  Scantek.  These
relationships  could result in  conflicts  of interest and none of Scantek,  Dr.
Sagi or Zigmed is under any obligation to resolve such conflicts in favor of the
Company.  In  connection  with this  Offering,  the Company has adopted a policy
whereby all future transactions between the Company and its officers, directors,
principal  stockholders  or  affiliates,  will be  approved by a majority of the
Board of Directors,  including a majority of the independent  and  disinterested
members  of the Board of  Directors  or,  if  required  by law,  a  majority  of
disinterested  stockholders,  and  will be on  terms  no less  favorable  to the
Company than could be obtained in arm's length  transactions  from  unaffiliated
third parties.  However, until such directors have been employed,  this will not
be effective.
         
     Shares Eligible for Future Sale.  Future sales of shares of Common Stock by
existing stockholders, or optionholders or warrantholders upon exercise of their
options or  warrants,  pursuant to Rule 144 ("Rule 144")  promulgated  under the
Securities Act of 1933, as amended (the "Securities  Act"), or otherwise,  could
have an  adverse  effect  on the  price of  shares  of  Common  Stock.  Sales of
substantial  amounts of Common  Stock or the  perception  that such sales  could
occur could adversely affect prevailing market prices for the Common Stock. Each
of the Company, the existing  stockholders and all holders of options,  warrants
or other  securities  exchangeable  for or  convertible  into Common  Stock have
entered into certain lock-up agreements with the Representative.


     Absence of  Dividends.  The Company has never paid a dividend on the Common
Stock  and does not  expect  to pay any  dividends  on the  Common  Stock in the
foreseeable future. See "Dividend Policy."

                                 USE OF PROCEEDS

     The Company will only receive nominal proceeds from the sale of the 300,000
of the Shares to be registered under this  registration  Statement  ($3,000) but
will benefit from the services rendered under the Compensation  Agreements.  The
Company  anticipates that it will use such gross proceeds for general  corporate
and working capital purposes.


                              PLAN OF DISTRIBUTION

     As soon as reasonably  practicable,  after the filing of this  Registration
Statement,  the Shares to which this  Prospectus  relates  will be issued by the
Company  from time to time,  or at any one time,  as  compensation  pursuant  to
negotiated Compensation Agreements the following consultants  ("Consultants") to
the Company and in the following amounts.

CONSULTANT                       AMOUNT OF SHARES    
150,000                          Sound Capital, Inc.                     .
150,000                          Thurcon Capital, Inc
---------                        

     All 300,000 Of the Shares will be issued at $0.01 per share in lieu of cash
compensation  for services  rendered and to be rendered,  at a purchase price of
$0.01 per share and for which the Company will receive  aggregate gross proceeds
of $3,000.  Upon issuance,  all Shares will be duly authorized,  validly issued,
fully paid and  non-assessable.  All Shares are not subject to the provisions of
the  Employee  Retirement  Income  Security  Act of 1974 and  shall not have any
restrictions on resale. See also Item 4, Description of Securities.


Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.


<PAGE>
                        PART II - INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  heretofore  filed  by the  Registrant  with  the
Securities  and Exchange  Commission  (File No.  000-05367)  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the "1934 Act") are  incorporated
herein by reference:
 
     (a)  The  Registrant's  Annual  Report on Form  10-KSB  and  10-KSB for the
          fiscal year ended December 31, 1997;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
          ended March 31, 1998 and the  Registrant's  Current Report on Form 8K,
          filed by the Registrant on December 1, 1997; and

     (c)  See Item 4, Description of Securities below.

     All documents filed subsequent to the date of this  Registration  Statement
pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of the filing of such  documents.  Any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.



Item 4. Description of Securities.

     The Common Stock of the Registrant is registered under Section 12(g) of the
Exchange Act.

     All of the 300,000  shares of Common Stock,  par value $.001 per share (the
"Common Stock"),  offered hereby are being offered by D-Lanz  Development Group,
Inc. (the "Registrant").  As of May 13, 1998, the Common Stock is traded through
the Over The Counter  Market  under the symbol  "DLNZ" The last  reported  sales
price for the Common Stock on May 13, 1998 was $0.31 per share.

     The Registrant is authorized to issue 55,000,000 shares of which 50,000,000
shares are common stock with a par value of $.001 per share and 5,000,000 shares
are preferred  stock with a par value of $.001 per share. As of the date hereof,
the Registrant had 10,000,000  shares of Common Stock outstanding held of record
by  approximately  800  holders.  No shares  of  Preferred  Stock are  currently
outstanding.  Holders of Common  Stock are  entitled  to one vote for each share
held of record on each matter submitted to a vote of  stockholders.  There is no
cumulative voting for election of directors.  Subject to the prior rights of any
series of Preferred  Stock which may from time to time be  outstanding,  if any,
holders of Common  Stock are  entitled  to receive  dividends  when,  as, and if
declared by the Board of Directors out of funds legally available  therefor and,
upon the liquidation,  dissolution or winding up of the Registrant, are entitled
to share  ratably in all assets  remaining  after  payment  of  liabilities  and
payment of accrued dividends and liquidation preferences on the Preferred Stock,
if any. Holders of Common Stock have no preemptive  rights and have no rights to
convert their Common Stock into any other securities.  All outstanding shares of
Common Stock are, and the shares of Common Stock offered  hereby upon  issuance,
will be, duly authorized, validly issued, fully paid and nonassessable.

     The  Registrant's  Restated  Certificate  of  Incorporation  authorizes the
issuance of Preferred  Stock with such  designations,  rights and preferences as
may be determined from time to time by the Board of Directors.  Accordingly, the
Board is empowered,  without stockholder approval, to issue Preferred Stock with
dividend, liquidation,  conversion, voting or other rights which could adversely
affect  the  relative  voting  power  or  other  rights  of the  holders  of the
Registrant's  Common Stock. In the event of issuance,  the Preferred Stock could
be used, under certain circumstances,  as a method of discouraging,  delaying or
preventing a change in control of the Registrant. Although the Registrant has no
present  intention  to issue any  shares  of  Preferred  Stock,  there can be no
assurance  that the Registrant  will not do so in the future.  If the Registrant
issues shares of Preferred  Stock,  the issuance may have a dilutive effect upon
the holders of the  Registrant's  Common Stock,  including the purchasers of the
shares being offered hereby.



Item 5. Interests of Named Experts and Counsel.

     Roger L.  Fidler,  Esq.,  has  passed  upon the  legality  under the law of
Delaware, the state in which the Company is incorporated, of the Common Stock of
the Company  being  offered  hereby.  Mr.  Fidler is the majority  holder of the
Company's  common  stock,  holding  6,360,000  shares of the Common Stock of the
Company.



Item 6. Indemnification of Directors and Officers.

     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation,  under  certain  circumstances,  to  indemnify  its  directors  and
officers  (including  reimbursement for expenses  incurred).  The registrant has
provided for  indemnification  to the extent  permitted by the provisions of the
Delaware statute in its charter and by-laws. See Item 9, "Undertakings."


Item 7. Exemption from Registration Claimed.

         Not Applicable.Item 

8. Exhibits.

NUMBER          DESCRIPTION
4.01            Articles Of Incorporation**
4.02            Certificate Of Amendment To The Articles Of Incorporation**
4.03            By laws**
5.01            Opinion of Roger L. Fidler, Esq. counsel to the registrant, as 
                to the legality of the common stock being offered.*
15.01           Letter Re Unaudited Interim Financial Information*
24.01           Consents Of Experts And Counsel**
99.01           Compensation Agreement with Thurcon Capital Corp.*
99.02           Compensation Agreement with Sound Capital, Inc.*


     *  Filed  herewith.  
     ** Incorporated  by reference to Exhibit 3.X to Registrant's  Annual Report
        on Form 10-KSB for the years ended December 31, 1995, 1996, and 1997.


Item 9. Undertakings

     The  undersigned  registrant  hereby  undertakes:  (1) To file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement:  (i) To include any prospectus required by Section
10(a)(3) of  theSecurities  Act of 1933;  (ii) To reflect in the  prospectus any
facts or events arising after the effective date of the  registration  statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
the  registration  statement;  (iii) To include any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;  provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply  if  the  registration  statement  is on  Form  S-3,  Form  S-8,  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by  reference  in the  registration  statement.  (2) That,  for the  purpose  of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof.  (3)
To remove from  registration by means of a  post-effective  amendment any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Hackensack,  State of New Jersey,  on May 13,
1998.

D-LANZ DEVELOPMENT GROUP, INC.

By:  /s/Roger L. Fidler             
               Roger L. Fidler
               President, Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By:  /s/Roger Fidler            By:  /s/Jay Hait
     Roger Fidler, President            Jay Hait, Secretary  
                                
May 13, 1998                      May 13, 1998




     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee  benefits plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Hackensack, State of New
Jersey, on May 13, 1998.




By:  /s/Roger Fidler        
     Roger Fidler, President

<PAGE>

               Exhibit 5.01


May 15, 1998
D-Lanz Development Group, Inc.
400 Grove St.
Glen Rock, NJ  07452


Gentlemen:

     I  have  acted  as  counsel  to  D-Lanz   Development   Group,   Inc.  (the
"Registrant")  in connection  with its  Registration  Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission  relating  to 300,000  shares of Common  Stock,  par value  $.001 per
share, of the Registrant(the  "Shares"),  subject to the Compensation Agreements
with Thurcon Capital Corp., and Sound Capital, Inc.

     In connection with the foregoing, I have examined,  among other things, the
Registration Statement and originals or copies,  satisfactory to me, of all such
corporate  records and of all such agreements,  certificates and other documents
as I have deemed  relevant and necessary as a basis for the opinion  hereinafter
expressed.  In  such  examination,   I  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to me as originals and
the  conformity  with the original  documents  of  documents  submitted to me as
copies.  As to any facts  material to such  opinion,  I have, to the extent that
relevant facts were not independently  established by me, relied on certificates
of public officials and certificates, oaths, representations and declarations of
officers or other representatives of the Registrant.
 
     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares  to  be  issued  in  payment  of  compensation  under  such  Compensation
Agreements will be, when issued, validly issued, fully paid and non-assessable.

     I hereby  consent to the filing of a copy of this  opinion as an exhibit to
the  Registration  Statement.  Very truly  yours,  /s/ Roger L. Fidler  Roger L.
Fidler, Esq.







<PAGE>
               Exhibit 15.01

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     I hereby consent to the  incorporation  by reference into the  Registration
Statement  on Form S-8 of my report  dated  March 30,  1998 with  respect to the
consolidated  financial statements of D-Lanz Development Group, Inc. included in
the Annual Report (Form 10-KSB) for the year ended December 31, 1997.

/S/Thomas P. Monahan                                                   
Thomas P. Monahan, C.P.A.

Hackensack, New Jersey
May 15, 1998

<PAGE>
EXHIBIT 99.01


                              CONSULTING AGREEMENT

     This  Agreement  is  entered  into this  _5th_ day of April,  1998,  by and
between D-Lanz  Development  Group,  Inc., a Bulletin  Board listed  corporation
(DLNZ)(hereinafter  referred to as Client,  Corporation or the Company),  having
its principal  place of business at 400 Grove St., Glen Rock,  NJ,  07452,,  and
Thurcon  Capital  Corporation,  Inc.,  Suite 2100, 67 Wall Street,  New York, NY
10004 (hereinafter referred to as Consultant).

     WHEREAS,  Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,

     WHEREAS, Consultant wishes to render such consulting services for Client;

     IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial,  management and public relations matters,  explicitly
unrelated  to cash raising  activities,  on the terms and  conditions  set forth
hereinafter,  in  consideration  of which ten dollars has been paid in hand, and
other good and  valuable  consideration  has been  exchanged,  the  receipt  and
sufficiency of which is hereby acknowledged, to wit:

     1. Duties of  Consultant.  Consultant  shall use his best  efforts and such
time as  Consultant  and Client shall deem to be necessary  and/or  advisable to
advise the Company on  financial,  management  and public  relations  matters as
requested  by the  Client.  The  Company  acknowledges  that  Consultant  is not
required by this  Agreement to restrict his services  only to the Company and it
is  further  specified  that  these  services  are  unrelated,  and will  remain
unrelated, to cash raising activities.

     2.  Compensation.  Upon acceptance of this Agreement,  Consultant  shall be
compensated as follows:

     Consultant  shall  participate  in  the  Company's  Employee  Stock  Option
Program.  Pursuant to this program  Consultant shall receive options to purchase
150,000  shares at a price of $0.01 per share.  These  shares  will be issued in
50,000 share increments, on April 15, July 15 and October 15 and shall be deemed
earned when issued and received by  Consultant.  These shares so issued shall be
registered  on Form S-8 as soon  after the  execution  of this  agreement  as is
feasible.

     3. Term and  Termination.  This Agreement shall be in effect for six months
at the end of which term it shall terminate.

     In the event that a prior termination is desired by either party, notice in
writing  must be provided  thirty  days  before the date of desired  termination
which shall be the end of the month following receipt of said written notice.

     4.  Miscellaneous.  This Agreement shall be construed under the laws of the
State of New  Jersey  and any  dispute  arising  from  this  Agreement  shall be
resolved by binding  arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack,  New
Jersey.  Any  award  arising  therefrom  shall be  enforceable  in any  court of
competent  jurisdiction.  This  Agreement is the total  agreement of the parties
hereto and shall be binding upon them, their  affiliates,  heirs, and successors
in  interest.  This  Agreement  shall  not be  amended  except  by a  subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal  fashion  possible to make it
enforceable  or if  unenforceable  in  total,  it shall  be  severed  from  this
Agreement and the remaining parts of the Agreement shall be enforced.  Except as
required by law, this Agreement  shall not be disclosed by the parties hereto to
any other person or entity.


     IT WITNESS  WHEREOF the parties  hereto have executed this Agreement on the
date first above written.

D-LANZ DEVELOPMENT GROUP, INC.      THURCON CAPITAL CORPORATION


BY:_/S/ Roger Fidler____________            BY:__/s/ James Connolly_____________
         Roger Fidler                                         James Connolly
         President                                                     President

<PAGE>
EXHIBIT 99.01


                              CONSULTING AGREEMENT

     This  Agreement  is entered into this  _5th___ day of April,  1998,  by and
between D-Lanz  Development  Group,  Inc., a Bulletin  Board listed  corporation
(DLNZ)(hereinafter  referred to as Client,  Corporation or the Company),  having
its  principal  place of business at 400 Grove St., Glen Rock,  NJ,  07452,  and
Sound  Capital,   Inc.,  Suite  400,  444  Brickell  Avenue,   Miami,  FL  33131
(hereinafter referred to as Consultant).

     WHEREAS,  Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,

     WHEREAS, Consultant wishes to render such consulting services for Client;

     IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial,  management and public relations matters,  explicitly
unrelated  to cash raising  activities,  on the terms and  conditions  set forth
hereinafter,  in  consideration  of which ten dollars has been paid in hand, and
other good and  valuable  consideration  has been  exchanged,  the  receipt  and
sufficiency of which is hereby acknowledged, to wit:

     1. Duties of  Consultant.  Consultant  shall use his best  efforts and such
time as  Consultant  and Client shall deem to be necessary  and/or  advisable to
advise the Company on  financial,  management  and public  relations  matters as
requested  by the  Client.  The  Company  acknowledges  that  Consultant  is not
required by this  Agreement to restrict his services  only to the Company and it
is  further  specified  that  these  services  are  unrelated,  and will  remain
unrelated, to cash raising activities.

     2.  Compensation.  Upon acceptance of this Agreement,  Consultant  shall be
compensated as follows:

     A) Consultant  shall receive a cash fee for a minimum  period of six months
of $1,500  per  month,  with a single  additional  payment  of  $1,500  due upon
execution  of this  agreement  for  expenses.  The fee shall be paid  monthly in
advance.

     B) Consultant shall also participate in the Company's Employee Stock Option
Program.  Pursuant to this program  Consultant shall receive options to purchase
150,000  shares at a price of $0.01 per share.  These  shares  will be issued in
50,000 share increments, on April 15, July 15 and October 15 and shall be deemed
earned when issued and received by  Consultant.  These shares so issued shall be
registered  on Form S-8 as soon  after the  execution  of this  agreement  as is
feasible.





     3. Term and  Termination.  This Agreement shall be in effect for six months
at the end of which term it shall terminate.

     In the event that a prior termination is desired by either party, notice in
writing  must be provided  thirty  days  before the date of desired  termination
which shall be the end of the month following receipt of said written notice.

     4.  Miscellaneous.  This Agreement shall be construed under the laws of the
State of New  Jersey  and any  dispute  arising  from  this  Agreement  shall be
resolved by binding  arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack,  New
Jersey.  Any  award  arising  therefrom  shall be  enforceable  in any  court of
competent  jurisdiction.  This  Agreement is the total  agreement of the parties
hereto and shall be binding upon them, their  affiliates,  heirs, and successors
in  interest.  This  Agreement  shall  not be  amended  except  by a  subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal  fashion  possible to make it
enforceable  or if  unenforceable  in  total,  it shall  be  severed  from  this
Agreement and the remaining parts of the Agreement shall be enforced.  Except as
required by law, this Agreement  shall not be disclosed by the parties hereto to
any other person or entity.


     IT WITNESS  WHEREOF the parties  hereto have executed this Agreement on the
date first above written.

D-LANZ DEVELOPMENT GROUP, INC.      SOUND CAPITAL, INC.


BY:__/s/Roger Fidler_______________         BY:__/s/ Richard Chanzis___________
         Roger Fidler                                         Richard Chanzis
         President                                                     President
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 69380}]
{"company-data": {"conformed-name": "D LANZ DEVELOPMENT GROUP INC", "cik": "0000075053", "assigned-sic": "6799", "irs-number": "111717709", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52821", "film-number": "98625273"}, "business-address": {"street1": "400 GROVE ST", "city": "GLEN ROCK", "state": "NJ", "zip": "07452", "phone": "2014571221"}, "mail-address": {"street1": "400 GROVE STREET", "city": "GLEN ROCK", "state": "NY", "zip": "07452"}, "former-company": {"former-conformed-name": "RESORT CONNECTIONS INC", "date-changed": "19970319"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         D-LANZ DEVELOPMENT GROUP, INC.
             (Exact name of registrant as specified in Its charter)

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

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

                 COMPENSATION AGREEMENT WITH SOUND CAPITAL, INC.
             COMPENSATION AGREEMENT WITH THURCON CAPITAL CORPORATION
                            (Full title of the plan)

              Roger L. Fidler, 400 Grove St., Glen Rock, NJ 07452
                     (Name and address of agent for service)

                                 (201) 445-8862
                     Telephone number, including area code,
                              of agent for service
Calculation of Registration Fee
---------------------- -------------------- --------------------- --------------------- --------------------
                                              Proposed maximum      Proposed maximum
 Title of securities                         offering price per    aggregate offering
  to be registered        Amount to be              unit                 price               Amount of
                           registered                                                    registration fee
---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par        300,000 shares           $0.31(1)           $100,000.00(1)             $31
value $.001
per         share
---------------------- -------------------- --------------------- --------------------- --------------------
---------------------- -------------------- --------------------- --------------------- --------------------

---------------------- -------------------- --------------------- --------------------- --------------------
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of,  pursuant to Rule  457(g)(2),  the price of securities of the same
class included in this registration statement.
PART I - INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

                         D-LANZ DEVELOPMENT GROUP, INC.
                         300,000 SHARES OF COMMON STOCK
                                (PAR VALUE $.001)
                                ----------------

     The 300,000 shares of Common Stock,  $.001 par value, of D-Lanz Development
Group,  Inc.  (the  "Company")  (collectively,   the  "Shares")  to  which  this
Prospectus  relates will be sold by the Company from time to time, or at any one
time, in negotiated  transactions  as  compensation  in lieu of cash pursuant to
Compensation  Agreements with or in payment of services previously rendered from
various  consultants to the Company.  The costs of registering  the Shares under
the Securities  Act,  estimated at $1,060.00,  will be paid by the Company.  The
Company will not receive any proceeds from the sale of the 300,000  Shares,  but
will benefit from the services rendered under the Compensation Agreements.

     As of May 13, 1998, the Common Stock is traded through the Over The Counter
Market  under the symbol  "DLNZ." The last  reported  sales price for the Common
Stock on May 14, 1998 was $0.31 per share.

                                ----------------

     THIS  OFFERING  INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK  FACTORS"  FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS
AND RECIPIENTS OF THE SHARES OFFERED HEREBY.

                                ----------------
     THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE 

                                ----------------

                  The date of this Prospectus is May 13, 1998
NO DEALER,  SALESMAN,  OR ANY OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS IN CONNECTION  WITH THE OFFERING  HEREIN  CONTAINED,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A  SOLICITATION  OF AN OFFER TO BUY,  THE  SECURITIES  OFFERED  HEREBY IN ANY
JURISDICTION  TO ANY  PERSON  TO  WHOM  IT IS  UNLAWFUL  TO  MAKE  AN  OFFER  OR
SOLICITATION.  NEITHER THE DELIVERY OF THIS  PROSPECTUS NOR ANY SALE OR ISSUANCE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.
                                                          
                                ----------------

                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the  rules  and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  may be  inspected  and  copied at  prescribed  rates at the  public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024,  Washington,  D.C. 20549, and at the following regional
offices of the Commission:  7 World Trade Center, 13th Floor, New York, New York
10048 and  Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois 60661.

     The   Company   is  filing   with  the   Commission,   450  Fifth   Street,
N.W.Washington,   D.C.  20549,  a  Registration   Statement  on  Form  S-8  (the
"Registration  Statement") under the Securities Act, as amended, with respect to
the  securities  offered  hereby.  This  Prospectus  does  not  contain  all the
information set forth in the  Registration  Statement and the exhibits  thereto.
For further information regarding the Company and the securities offered hereby,
reference is made to the  Registration  Statement and to the exhibits filed as a
part  thereof,  which may be inspected at the offices of the  Commission  at 450
Fifth Street, N.W., Washington, D.C. 20549 without charge or copied upon request
to the Public Reference  Section of the Commission and payment of the prescribed
fee.  This  Registration  Statement  has been filed  electronically  through the
Electronic Data Gathering  Analysis and Retrieval system (EDGAR) and is publicly
available  through the  Commission's web site  (http://www.sec.gov).  Statements
contained  in this  Prospectus  as to the  contents  of any  contract  or  other
document  referred to herein are not  necessarily  complete and in each instance
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all respects by such reference.
DOCUMENTS INCORPORATED BY REFERENCE

     The  Company's  (i) Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1997,  (ii)  Quarterly  Reports on Form 10-Q for the quarters ended
September 30, 1997 and June 30, 1997,  and (iii) the Current  Report on Form 8K,
filed  by the  Company  on  December  1,  1997  are  incorporated  in and made a
constituent  part of  this  Prospectus  by  reference.  All  reports  and  proxy
statements filed by the Company with the Commission  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange Act after the date of this  Prospectus  and
prior to  termination of the offering of the Shares of Common Stock to which the
Prospectus  relates  shall  likewise  be deemed  incorporated  herein and made a
constituent part hereof by reference from the respective dates of filing.
  
     Any  statement   contained  in  a  document   incorporated   or  deemed  to
beincorporated by reference herein shall be deemed to be modified and superceded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any subsequently filed document that is also incorporated  herein modifies
or replaces such statement. Any statement so modified or superceded shall not be
deemed,  except as so  modified  or  superceded,  to  constitute  a part of this
Prospectus.

     UPON WRITTEN OR ORAL REQUEST, THE COMPANY WILL PROVIDE,  WITHOUT CHARGE, TO
EACH  PERSON  WHO  RECEIVES  A COPY  OF  THIS  PROSPECTUS,  A COPY OF ANY OF THE
INFORMATION THAT IS INCORPORATED BY REFERENCE HEREIN. ANY SUCH REQUEST SHOULD BE
MADE TO THE  ATTENTION OF ROGER L.  FIDLER,  ESQ. AT D-LANZ  DEVELOPMENT  GROUP,
INC., 400 GROVE ST., GLEN ROCK, NJ, 07452, TELEPHONE NO. (201) 457-1221.
THE COMPANY

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Prospectus may contain various  "forward-looking  statements,"  within
the meaning of the Securities  Act and the  Securities  Exchange Act of 1934, as
amended,  (the "Exchange  Act"),  that are based on  management's  beliefs,  and
assumptions, as well as information currently available to management. When used
in this  document,  the words  "anticipate,"  "estimate,"  "expect,"  "will" and
similar  expressions  may  identify  forward-looking  statements.  Although  the
Company  believes that the  expectations  reflected in any such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove  to be  correct.  Any  such  statements  are  subject  to  certain  risks,
uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results,  performance or financial  condition may vary  materially  from
those anticipated,  estimated or expected. Among the key factors that may have a
direct bearing on the Company's results,  performance or financial condition are
fluctuations in the economy;  the degree and nature of  competition;  demand for
the Company's products;  changes in laws and regulations affecting the Company's
business;  and the Company's ability to recruit and retain  individuals with the
requisite  technological  expertise  to  continue to develop  new  products  and
enhancements to existing products, to expand into new markets, and to transition
successfully  from a development stage company to an operating company and other
matters described in "Risk Factors" and elsewhere in this Prospectus.
 
                                    OVERVIEW

THE COMPANY

     D-Lanz  Development  Group,  Inc., a development  stage  company  commenced
business activities as a partnership in 1947 and was incorporated on December 5,
1952, under the name Osrow Products Company,  Inc.  Effective  December 1, 1972,
Osrow  Products  Company,  Inc.,  a  New  York  Corporation,   merged  into  OSR
Corporation, a Delaware corporation.  OSR was incorporated on June 28, 1972. OSR
was formed  solely for the purpose of having Osrow  Product  Company's  state of
incorporation  changed from New York to Delaware and its name changed from Osrow
Products Company, Inc. to OSR Corporation.  On May 17, 1988, the Company amended
its certificate of incorporation,  changing its name to Resort Connections, Inc.
and  changing  the  total  authorized  capital  stock  to  55,000,000  of  which
50,000,000  shares  are  common  stock  with a par  value of $.001 per share and
5,000,000  shares are  preferred  stock with a par value of $.001 per share.  On
January 30, 1990, the Company amended its certificate of incorporation to change
its name to D-Lanz  Development  Group, Inc., and to change the aggregate number
of  shares  of stock  the  Company  may  issue to  100,000,000  shares  of which
50,000,000  are common stock with a par value of $.001 per share and  50,000,000
shares are preferred  stock with a par value of $.001 per share. On May 6, 1988,
the company restated the number of common stock outstanding by reverse splitting
the number of shares 1 for 4 from 6,2205,970 to 1,551,394.

     On  September  30,  1997,  the  Registrant  acquired  the  assets of Health
Technologies  International,  Inc. ("HTI"), a private New Jersey corporation, in
exchange  for  8,448,606  shares  of the  Registrant's  common  stock.  HTI  was
controlled by Roger Fidler, President of the Registrant. Through the acquisition
of HTI, the Company  acquired the rights to purchase under license the exclusive
rights in Chile and Singapore  (the "Territory")  to  manufacture  and market a
breast thermal activity indicator ("BTAI") device ("the Licensed Device").

THE COMPANY'S PRODUCT AND PLAN OF DISTRIBUTION

     The Licensed  Device is a non-invasive,  easy to use, low cost,  adjunctive
test to be used by primary  care  physicians,  gynecologists  and other  medical
specialists  as part of a breast  disease  monitoring  program along with breast
self- examination  ("BSE"),  palpation and (depending on a patient's age, family
history and other factors) mammography and other established clinical procedures
including  ultrasound and/or biopsy. An important feature of the Licensed Device
is that the results will be  immediately  available to the  physician  while the
patient  is "on site" at the point of care in the  physician's  office,  clinic,
hospital and/or mammography  center. If the Licensed Device indicates that there
is unilateral  breast thermal activity (i.e., in one breast only), the physician
is alerted to the possibility of a physiological condition,  including thermally
active  cancer.  The Licensed  Device has  received  marketing  clearance  under
Section  510(k) of the Food,  Drug and  Cosmetic  Act (the  "FDC" Act ) from the
United  States  Food and Drug  Administration  ("FDA") by  Humascan,  Inc.,  the
licensee of the same technology in the United States.  The Company's product has
not yet been submitted for approval to the  appropriate  regulatory  agencies in
either Chile or Singapore.

     As breast cancer cells multiply,  excessive heat is often  generated.  This
heat is most  often  conveyed  to the  surface of the  breast  resulting  in the
temperature  of the skin of a particular  area of one breast being elevated from
between 2 degrees and 6 degrees  Fahrenheit  versus the  temperature of the same
area of the other  breast.  The  Licensed  Device  permits the  measurement  and
comparison of temperature  variances between three mirror-image sections of each
breast, thus indicating the possibility of either proliferating thermally active
breast  cancer cells or certain types of thermally  active breast  disease which
may require medical treatment.

     The Company intends initially to market the Licensed Device to primary care
physicians,  gynecologists  and other medical  specialists  throughout Chile and
Singapore.  Pursuant  to this  strategy,  the  Company  is  searching  for local
companies  to enter into  supply and  distribution  agreements  in the  licensed
territories.

     The  Licensed  device  consists  of a pair of  mirror-image,  non-invasive,
lightweight,  disposable soft pads, each of which has three wafer-thin  segments
containing columns of heat sensitive chemical sensor dots that change color from
blue to pink  reflecting an 8.5 degree  temperature  range between 90 degrees to
98.5 degrees Fahrenheit. When placed over a woman's breasts inside her brassiere
for a period of 15 minutes,  the  Licensed  device  registers  skin  temperature
variations due to heat conducted from within the breast tissue to the surface of
the skin. By comparing the mirror-image  temperature differences between the two
breasts  registered  by the  Licensed  device,  the  physician  can  objectively
quantify if there is  abnormal  unilateral  breast  thermal  activity,  which is
considered  significant  if  there  is  a  2o  Fahrenheit  or  more  temperature
difference  between  each  breast in the same  mirror-image  location.  Based on
clinical  studies  at major  medical  centers,  the  threshold  tumor  size that
resulted  in  significant  skin  temperature  differences  detectable  with  the
Licensed device was as small as five millimeters in size. In contrast, according
to industry sources,  the majority of breast tumors are, on average, at least 15
millimeters or larger before they are palpable by most experienced clinicians.

     The equipment that the Company will use to manufacture  the Licensed Device
will be  constructed by a medical  engineering  contractor and is expected to be
operational  within  one  year  of  the  start  of  construction.   The  Company
anticipates  that the Licensed  Device will be sold to  distributors  for prices
ranging from &8 per unit to $15 per unit.  Final  selling price will depend upon
whether the product is sold "OTC" or through physicians.

INDUSTRY BACKGROUND

     Breast  cancer  is  one  of  the  most  common  cancers  among  women  and,
notwithstanding existing methods of detection, is currently the leading cause of
death  among  women  between  the ages of 35 and 54 in the  United  States.  The
American Cancer Society estimates that in 1996  approximately  184,300 new cases
of breast cancer are expected to be diagnosed and approximately 44,300 women are
expected to die from the disease in the United States alone. Although the causes
of  breast  cancer  are  unknown  and there is no known  method  of  prevention,
survival rates are highest,  and the likelihood of recurrence is lowest,  if the
cancer is  diagnosed  and  treated  at its  earliest  stages.  According  to the
National Cancer Institute,  the five-year survival rate decreases from more than
90% to 72% after the cancer  has  spread to the lymph  nodes and to 18% after it
has spread to other  soft-tissue  organs.  Government  spending  for, and public
awareness  of, early  screening  and  diagnosis of breast  cancer has  increased
substantially  in recent years.  In fact,  breast cancer  screening is generally
recommended  as a routine  part of  preventive  health  care for over 90 million
women in the United States.  Industry sources estimate that  approximately  11.3
million  mammograms and 800,000  surgical  biopsies were performed in the United
States in 1994 (the last year for which such data is available  from the Centers
For Disease Control).  Moreover, the Physicians' Insurers Association report for
1995 indicated that, during such year, failure to diagnose breast cancer was the
most common source of  malpractice  complaint  among patients with breast cancer
and the second most expensive type of claim,  with an average  indemnity payment
of $301,460 during the six months preceding such report.
CLINICAL TESTING

     From 1980 to 1984,  clinical  data from the use of the Licensed  Device was
collected  on 3,262 women of all ages in five  separate  clinical  trials at six
institutions and hospitals,  all in the United States,  including M.D.  Anderson
Hospital and Tumor  Institute  ("M.D.  Anderson"),  Brottman  Memorial  Hospital
(UCLA)  ("Brottman"),   Georgetown  University  School  of  Medicine,   Memorial
Sloan-Kettering  Hospital  ("Sloan-Kettering")  and  Guttman  Cancer  Diagnostic
Institute  ("Guttman  Diagnostic").  The key results of the principal trial, one
involving multiple sites, were as follows:

TRIAL (Guttman Diagnostic)

   o  The Licensed device versus Clinical Screening for "Suspicion of Cancer" 
      (using mammography and clinical breast examination) - The trial involved
      2,805 women:

   o  99 women were judged positive for "suspicion of cancer" based solely on
      the standard screening methods, i.e., mammography and clinical breast
      examination. Of the 99 women, 86 had positive breast thermal activity
      based on the Licensed device results, for a sensitivity index (agreement 
      on positives with the standard clinical screening methods) of 86.9%.

   o  Biopsy results confirmed cancer in 15 women, 13 of whom had positive
      breast thermal activity based on the Licensed device results, for a 
      sensitivity index (agreement on positives with biopsy) of 86.7%.

   o  2,706 women were judged negative using the standard clinical screening 
     methods. 2,340 women were found to have no breast thermal activity based on
     the  Licensed  device  results,  for  a  specificity  index  (agreement  on
     negatives with the standard  screening  methods) of 86.5% for no "suspicion
     of cancer."  Comparatively,  in clinical screening for "suspicion of breast
     cancer," mammography has a reported specificity of 90.0% and sensitivity of
     78.0%  to  96.0%,   while  clinical  breast   examination  has  a  reported
     specificity  of 57.0% to 70.0% and BSE has a reported  specificity of 20.0%
     to 30.0%.

HISTORY OF THE LICENSED PRODUCT

     The BTAI was patented in 1980 by Zsigmond L. Sagi, Ph.D. ("Dr.  Sagi"), who
assigned  the patents  relating to the  device,  then called the "Breast  Cancer
Screening  Indicator,"  to a private  company  called  BCSI  Laboratories,  Inc.
("BCSI").  In 1980, BCSI was acquired by Faberge,  Incorporated  ("Faberge") and
work on the BTAI continued.  FDA authorization to market the BTAI was granted in
1984. By that time, Faberge had constructed a plant and the necessary  machinery
to commence commercial  production of the BTAI. In 1985, Faberge was acquired in
a  hostile  takeover  by  McGregor   Industries   ("McGregor").   Following  the
acquisition,  McGregor reportedly  discontinued work on many of the new business
projects Faberge had been pursuing,  including the BTAI, but retained  ownership
of the  patent to, and  regulatory  approvals  for,  the BTAI.  In 1986  Scantek
Medical  Corp.  ("SMC") was formed by Dr. Sagi and  purchased all BCSI. In 1991,
the assets of SMC (including the patent rights and regulatory  approvals for the
Licensed device) were acquired by Scantek Medical,  Inc.  ("Scantek").  In 1997,
Scantek  granted a license to the Company to manufacture and market the Licensed
Device in Chile and Singapore.

Plan Of Operation

     The  Company has 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  approvals
needed to begin sales of the Company's  product in these  countries,  to arrange
for a medical  product  distributor  in these  countries to carry the  Company's
product,  and to set up a manufacturing  facility for the product in one or both
of the  countries in which the company holds an exclusive  license.  In order to
set up this plant,  the Company will be require to raise additional funds to pay
for the as of yet  unascertained  costs  of  setting  up the  manufacturing  and
marketing systems  envisioned.  The minor  administrative  costs for the Company
have  been  and will in all  likelihood  continue  to be borne by the  Company's
President  during 1998, until such time as the Company makes more active efforts
to implement its marketing and manufacturing plans.

                                  RISK FACTORS

     An investment in the shares of Common Stock offered hereby  involves a high
degree of risk and immediate and substantial dilution and should be made only by
persons  who can afford a loss of their  entire  investment.  In addition to the
other  information  in this  Prospectus,  the following  risk factors  should be
considered  carefully in  evaluating an investment in the shares of Common Stock
offered hereby.

     Absence of Operating History;  Development Stage; Stockholders' Deficit; No
Revenues;  Continuing  Losses.  The Company  commenced its current business (See
Business of the Company) in December,  1997, has no operating  history and is in
the  development  stage.  As such, the Company is subject to all of the business
risks associated with a new enterprise,  including  constraints on the Company's
resources,   lack  of  established  creditor   relationships  and  uncertainties
regarding  product  development and future  revenues.  Since its inception,  the
Company has been engaged only in development activities and raising capital. The
Company has not derived any revenue  from  operations  and has  incurred  losses
since  inception.  The Company  does not  anticipate  deriving  any revenue from
operations  until such time as the  Company's  licensed  device is available for
commercial  delivery.  The Company  anticipates  incurring  significant costs in
connection  with bringing the  Company's  licensed  device to market,  including
costs  relating  to the  establishment  of its  manufacturing  facility  and the
establishment  of its marketing  program.  The Company's  ability to operate its
business  successfully  will depend,  in part, on a variety of factors,  many of
which are outside the Company's  control,  including  governmental  programs and
requirements  in  Chile  and  Singapore,  physician  and  consumer  preferences,
regulatory   requirements,   plant  and   equipment   repair   and   maintenance
requirements,  competition  and changes in raw material  supplies and suppliers.
The  likelihood  of success of the Company  must be  considered  in light of the
expenses,  difficulties and delays frequently encountered in connection with the
formation  and early phase of operation  of a new  business and the  competitive
environment  in which  it will  operate.  There  can be no  assurance  regarding
whether or when the Company will  successfully  implement  its business  plan or
that the Company will achieve profitability by generating sufficient revenues to
offset anticipated costs. See "Management's Discussion and Analysis of Financial
Condition and Plan of Operation."

     Significant  Capital  Requirements;  Need  for  Additional  Financing.  The
Company's  capital  requirements in connection with its product  development and
marketing  activities will be  significant.  The Company has been dependent upon
the proceeds of sales of its securities to private investors to fund its initial
development  activities.  Since the  Company  is not  currently  generating  any
revenue from  operations,  it is  dependent on the proceeds of this  Offering to
continue  development  activities.  The Company's  future  liquidity and capital
funding  requirements will depend on numerous factors,  including the results of
clinical  studies,  the  extent  to  which  the  licensed  device  gains  market
acceptance,   the  costs  and  timing  of  expansion  of  sales,  marketing  and
manufacturing  activities  and  competition.  There  can  be no  assurance  that
additional  capital,  if needed,  will be available on terms  acceptable  to the
Company, or at all. Furthermore, any additional equity financing may be dilutive
to  stockholders,   and  debt  financing,  if  available,  will  likely  include
restrictive covenants. The failure of the Company to raise capital on acceptable
terms when  needed  could have a material  adverse  effect on the  Company.  See
"Management's  Discussion  and  Analysis  of  Financial  Condition  and  Plan of
Operation--Liquidity and Capital Resources."

     Dependence  Upon  a  Single  Product.  The  Company's  licensed  device  is
currently the Company's only product and will account for  substantially  all of
the  Company's  revenue,  if any,  for the  foreseeable  future.  The  Company's
licensed  device was approved by FDA in January 1984 under Section 510(k) of the
FDC Act  ("510(k)  Market  Rights") to be marketed for use by  physicians  as an
adjunct to routine physical  examination,  including palpation,  mammography and
other  established  procedures for the detection of breast disease,  but has not
yet  been  commercially  introduced.  There  can  be  no  assurance  that,  when
manufactured,  the device will be  effective  or that it will be more  effective
than  competing  products  or  technologies,  capable of being  manufactured  in
commercial  quantities  at acceptable  costs or  successfully  marketed.  If the
device  is not  successfully  commercialized,  it is likely  that the  Company's
business operations would cease.

     Uncertainty of Market Acceptance;  Certain  Thermographic  Applications Not
Accepted.  The Company's  success will be  substantially  dependent upon,  among
other  factors,  the market  acceptance of the Company's  licensed  device.  The
Company  has not yet  commenced  marketing  activities  or  conducted  market or
feasibility studies with respect to the device. The Company believes that market
acceptance of the device will depend,  in part,  upon the  Company's  ability to
demonstrate  to  physicians  the  clinical   benefits,   safety,   efficacy  and
cost-effectiveness  of the device. Prior thermographic devices which, unlike the
device, involved imaging rather than measurement of temperature differences, did
not perform as intended.  In 1983,  the Office of Health  Technology  Assessment
("OHTA") of the Department of Health and Human Services  issued a report stating
that  thermography  needed further  development and should not be used alone for
diagnostic screening as an alternative to mammography.  In 1984, the Health Care
Financing  Administration  ("HCFA")  withdrew  coverage for  thermography  under
Medicare and  Medicaid as a diagnostic  screening  method.  In 1991,  based upon
reports  which  addressed  the  use  of   thermography   in   neurological   and
musculoskeletal  conditions,  the American Medical  Association ("AMA") passed a
resolution  stating  that  thermography  had not been  proven to have value as a
medical   diagnostic  test.  In  1992,  HCFA  withdrew   Medicare  and  Medicaid
reimbursement  for all other uses of  thermography.  In 1993,  the AMA adopted a
resolution  stating that the use of thermography  for diagnostic  purposes could
not be  recommended  at that time.  Although the  Company's  licensed  device is
adjunctive and is not to be used for diagnosis of breast disease, the OHTA, HCFA
and AMA positions against the use of thermography as a diagnostic tool may cause
confusion  among  physicians.  The  Company  will need to  demonstrate  that the
licensed device is an effective adjunct to diagnostic  procedures.  In the event
that the licensed device fails to achieve  significant market acceptance,  it is
likely that the Company's  business  operations would cease.  See  "Management's
Discussion and Analysis of Financial Condition and Plan of Operation."

     No Manufacturing Experience;  Dependence on Zigmed, Inc. The Company has no
experience in  manufacturing,  and has not yet manufactured the licensed device.
If the Company is unable to  manufacture  the device,  the Company  would not be
able to  commercialize  it,  in which  event,  it is likely  that the  Company's
business  operations  would  cease.  If  the  Company  encounters  manufacturing
difficulties,  including problems involving  production yields,  quality control
and assurance,  shortages of components or shortages of qualified personnel,  it
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations. In addition, there is no assurance that the
Company will be able to manufacture  the device in accordance with FDA's current
Good Manufacturing Practice ("CGMP") regulations. The Company has entered into a
contract  (the  "Turnkey  Construction  Contract")  with  Zigmed for the turnkey
construction of its licensed device production machinery (the "Production Line")
and is dependent on Zigmed for the  construction of the Production  Line. In the
event Zigmed fails to complete the Production  Line, the Company would be forced
to complete the Production Line itself or pay another contractor to complete it.
Unless the Production Line is substantially  completed by Zigmed, it is unlikely
that the Company could complete the Production Line itself,  and there can be no
assurance that the Company could find another contractor willing to complete the
Production Line or complete it at a cost  acceptable to the Company.  Failure by
Zigmed to complete the Production Line would,  and failure by Zigmed to complete
it as scheduled could, have a material adverse effect on the Company.  Zigmed is
controlled by Zsigmond G. Sagi,  the son of Dr. Sagi,  the Chairman of the Board
of Scantek.

     Termination  of License  Agreement if Certain  Threshold  Royalties are not
Earned.  The Company has licensed the rights to the licensed device from Scantek
pursuant to a license agreement dated as of August 15, 1996, as amended March 5,
1997 (the "License Agreement").  The License Agreement provides that the Company
is to pay minimum royalties of $80,000,  $200,000 and $300,000 respectively,  in
the first three years in which the device is sold and $400,000 in the fourth and
subsequent  years.  There is no assurance that the device will be commercialized
successfully,  or that threshold  royalties will be earned. Any such termination
of the License Agreement for failure to earn threshold royalties would be likely
to cause the  Company's  business  operations to cease.  See  "Business--License
Agreement."

     Lack of Marketing Experience;  Dependence on Unascertainable Companies; The
Company currently has no marketing  experience and limited financial,  personnel
and other resources to undertake the extensive marketing activities necessary to
market the licensed device.  The Company's  ability to generate revenue from the
sale of the device will be dependent  upon,  among other things,  its ability to
manage an effective sales organization. The Company will need to develop a sales
force and a marketing  group with  technical  expertise to coordinate  marketing
efforts with local  companies in its designated  license areas.  The Company has
not yet entered into distribution  agreements in its licensed  territories,  yet
will be significantly  dependent on the companies ultimately contracted with for
distribution  and sales.  Failure of these  companies to perform as  anticipated
would have a material adverse effect on the Company's  operations.  In addition,
there can be no  assurance  that the Company  will be able to market or sell its
products   effectively  through  independent  sales   representatives,   through
arrangements with some other outside sales force, or through strategic partners.
See "Business--Marketing and Distribution."

     Foreign  Government  Regulation.  The Company's  products and manufacturing
activities  are  subject  to  extensive  foreign  government   regulation.   The
regulation of medical devices varies from country to country.  USFDA approval is
sometimes accepted as proof of efficacy in Chile and Singapore.  There can be no
assurances  that regulatory  registration  will be effected within an acceptable
time frame. Failure to achieve registration for sale of the BTAI will materially
and adversely effect the Company.

     Competition;  Technological  Obsolescence.  The Company is not aware of any
low-cost  devices  currently  on the market  which  compete  with the  Company's
licensed device.  Nevertheless,  the Company's potential competitors may succeed
in developing products that are more effective or less costly than the Company's
products,  and such  competitors  may also prove to be more  successful than the
Company in manufacturing,  marketing and sales. Some of the Company's  potential
competitors  may be large,  well-financed  and  established  companies that have
greater resources for research and development, manufacturing and marketing than
the Company and, therefore, may be better able than the Company to compete for a
share  of the  market  even in  areas in which  the  Company  may have  superior
technology.  It is also  possible  that there will be  technological  changes or
developments  by  competitors  which will  render the device  noncompetitive  or
obsolete.

     Dependence on Qualified Personnel.  The success of the Company is dependent
on the continued efforts of Roger L. Fidler,  the Company's  President and Chief
Executive  Officer.  The loss of Mr.  Fidler's  services  could  have a material
adverse effect on the Company's  operations.  The success of the Company is also
dependent upon its ability to hire and retain additional  qualified  scientific,
managerial and manufacturing personnel.  Competition for personnel is intense in
the medical device  manufacturing  industry.  There can be no assurance that the
Company will be able to attract and retain qualified personnel.

     Lack of Patent  Protection;  Neither the  Company  nor the  Licensor of the
licensed  device  which the Company  intends to  manufacture  has  patented  the
Company's  licensed  device in Chile or Singapore.  Therefore,  the Company must
rely on trade  secrets,  to protect its  technology.  There can be no assurances
that  trade  secrets  will be  established,  that  secrecy  obligations  will be
honored,  or that  others  will not  independently  develop  similar or superior
technology.  To the extent that  consultants,  key  employees,  or other parties
apply technological  information independently developed by them or by others to
Company  products,  disputes  may  arise as to the  proprietary  rights  to such
information  which  may not be  resolved  in favor of the  Company.  There is no
assurance  that the Company will be able to prevent  competitors  from using the
same or  similar  marks,  concepts  or  appearance  or will  have the  financial
resources  to protect its marks  against  infringing  use.  The Company does not
currently  intend  to apply  for  patents  on the  licensed  device  in Chile or
Singapore.  In the event that patent protection is not obtained, the business of
the Company may be materially and adversely affected.

     Product  Liability.  The nature of the  Company's  products  may expose the
Company to product  liability  risks.  The Company  currently  does not maintain
product  liability  insurance  coverage.  Although  the Company  plans to obtain
product  liability  insurance  before sales of the licensed  device begin,  such
insurance is becoming increasingly  expensive and there can be no assurance that
the Company  will be able to obtain or maintain  such  insurance  on  acceptable
terms or that such  insurance,  if  obtained,  will  provide  adequate  coverage
against product  liability  claims.  While no product liability claims have been
brought  against the  Company to date,  a  successful  product  liability  claim
against the Company in excess of its  insurance  coverage  could have a material
adverse effect on the Company.

     Risks  Associated  with  an  International  License.  The  Company  is only
licensed to sell the licensed product in Chile and Singapore.  Thus, the Company
is  required  to create a  strategy  which  will  require  it to run  operations
exclusively  in foreign  markets.  To date,  the  Company has no  experience  in
creating  localized  versions of its products and marketing and distributing its
products  internationally.  There can be no  assurance  that the  Company or the
entities with which it partners in these  international  markets will be able to
successfully  manufacture,  market,  sell and  deliver  the  Company's  licensed
products in these  markets.  In addition to the  uncertainty as to the Company's
ability to operate  with an  international  presence,  there are  certain  risks
inherent in doing  business  on an  international  level  which could  adversely
impact the  success  of the  Company's  international  operations.  These  risks
include  technical  difficulty  in  localizing  the  products  for the  specific
territories,  changes in regulatory  requirements,  export restrictions,  export
controls  relating to encryption  technology,  tariffs and other trade barriers,
difficulties in staffing and managing foreign operations, longer payment cycles,
problems in collecting accounts receivable, political instability,  fluctuations
in currency exchange rates,  seasonal reductions in business activity during the
summer  months in Europe and certain  other  parts of the world and  potentially
adverse tax  consequences.  In some cases, the prohibitive  costs of telephones,
telephone lines,  high speed links and other  communications  access may exclude
whole countries. There can be no assurance that one or more of such factors will
not  have a  material  adverse  effect  on the  Company's  future  international
operations and, consequently,  on the Company's business,  operating results and
financial  condition.  Concentration of Stock Ownership.  The present directors,
executive officers and their respective  affiliates are the beneficial owners of
approximately  63.6% of the outstanding Common stock and upon completion of this
offering,  the  present  directors,  executive  officers  and  their  respective
affiliates will beneficially own approximately  63.28% of the outstanding Common
Stock. As a result, these stockholders are and will be able to exercise absolute
control over all matters requiring stockholder approval,  including the election
of  directors  and  approval  of  significant   corporate   transactions.   Such
concentration  of ownership may also have the effect of delaying or preventing a
change in control of the company.

     Potential Conflicts of Interest.  In connection with its acquisition of the
technology relating to the licensed device, the Company entered into the License
Agreement with Scantek and the Turnkey  Construction  Contract with Zigmed. Upon
completion of this Offering,  Scantek will own beneficially approximately 20% of
the  Company's  outstanding  Common  Stock.  Zigmed is controlled by Zsigmond G.
Sagi,  the  son of Dr.  Sagi,  the  Chairman  of the  Board  of  Scantek.  These
relationships  could result in  conflicts  of interest and none of Scantek,  Dr.
Sagi or Zigmed is under any obligation to resolve such conflicts in favor of the
Company.  In  connection  with this  Offering,  the Company has adopted a policy
whereby all future transactions between the Company and its officers, directors,
principal  stockholders  or  affiliates,  will be  approved by a majority of the
Board of Directors,  including a majority of the independent  and  disinterested
members  of the Board of  Directors  or,  if  required  by law,  a  majority  of
disinterested  stockholders,  and  will be on  terms  no less  favorable  to the
Company than could be obtained in arm's length  transactions  from  unaffiliated
third parties.  However, until such directors have been employed,  this will not
be effective.
         
     Shares Eligible for Future Sale.  Future sales of shares of Common Stock by
existing stockholders, or optionholders or warrantholders upon exercise of their
options or  warrants,  pursuant to Rule 144 ("Rule 144")  promulgated  under the
Securities Act of 1933, as amended (the "Securities  Act"), or otherwise,  could
have an  adverse  effect  on the  price of  shares  of  Common  Stock.  Sales of
substantial  amounts of Common  Stock or the  perception  that such sales  could
occur could adversely affect prevailing market prices for the Common Stock. Each
of the Company, the existing  stockholders and all holders of options,  warrants
or other  securities  exchangeable  for or  convertible  into Common  Stock have
entered into certain lock-up agreements with the Representative.

     Absence of  Dividends.  The Company has never paid a dividend on the Common
Stock  and does not  expect  to pay any  dividends  on the  Common  Stock in the
foreseeable future. See "Dividend Policy."

                                 USE OF PROCEEDS

     The Company will only receive nominal proceeds from the sale of the 300,000
of the Shares to be registered under this  registration  Statement  ($3,000) but
will benefit from the services rendered under the Compensation  Agreements.  The
Company  anticipates that it will use such gross proceeds for general  corporate
and working capital purposes.

                              PLAN OF DISTRIBUTION

     As soon as reasonably  practicable,  after the filing of this  Registration
Statement,  the Shares to which this  Prospectus  relates  will be issued by the
Company  from time to time,  or at any one time,  as  compensation  pursuant  to
negotiated Compensation Agreements the following consultants  ("Consultants") to
the Company and in the following amounts.

CONSULTANT                       AMOUNT OF SHARES    
150,000                          Sound Capital, Inc.                     .
150,000                          Thurcon Capital, Inc
---------                        

     All 300,000 Of the Shares will be issued at $0.01 per share in lieu of cash
compensation  for services  rendered and to be rendered,  at a purchase price of
$0.01 per share and for which the Company will receive  aggregate gross proceeds
of $3,000.  Upon issuance,  all Shares will be duly authorized,  validly issued,
fully paid and  non-assessable.  All Shares are not subject to the provisions of
the  Employee  Retirement  Income  Security  Act of 1974 and  shall not have any
restrictions on resale. See also Item 4, Description of Securities.

Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.
PART II - INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  heretofore  filed  by the  Registrant  with  the
Securities  and Exchange  Commission  (File No.  000-05367)  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the "1934 Act") are  incorporated
herein by reference:
 
     (a)  The  Registrant's  Annual  Report on Form  10-KSB  and  10-KSB for the
          fiscal year ended December 31, 1997;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
          ended March 31, 1998 and the  Registrant's  Current Report on Form 8K,
          filed by the Registrant on December 1, 1997; and

     (c)  See Item 4, Description of Securities below.

     All documents filed subsequent to the date of this  Registration  Statement
pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of the filing of such  documents.  Any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

     The Common Stock of the Registrant is registered under Section 12(g) of the
Exchange Act.

     All of the 300,000  shares of Common Stock,  par value $.001 per share (the
"Common Stock"),  offered hereby are being offered by D-Lanz  Development Group,
Inc. (the "Registrant").  As of May 13, 1998, the Common Stock is traded through
the Over The Counter  Market  under the symbol  "DLNZ" The last  reported  sales
price for the Common Stock on May 13, 1998 was $0.31 per share.

     The Registrant is authorized to issue 55,000,000 shares of which 50,000,000
shares are common stock with a par value of $.001 per share and 5,000,000 shares
are preferred  stock with a par value of $.001 per share. As of the date hereof,
the Registrant had 10,000,000  shares of Common Stock outstanding held of record
by  approximately  800  holders.  No shares  of  Preferred  Stock are  currently
outstanding.  Holders of Common  Stock are  entitled  to one vote for each share
held of record on each matter submitted to a vote of  stockholders.  There is no
cumulative voting for election of directors.  Subject to the prior rights of any
series of Preferred  Stock which may from time to time be  outstanding,  if any,
holders of Common  Stock are  entitled  to receive  dividends  when,  as, and if
declared by the Board of Directors out of funds legally available  therefor and,
upon the liquidation,  dissolution or winding up of the Registrant, are entitled
to share  ratably in all assets  remaining  after  payment  of  liabilities  and
payment of accrued dividends and liquidation preferences on the Preferred Stock,
if any. Holders of Common Stock have no preemptive  rights and have no rights to
convert their Common Stock into any other securities.  All outstanding shares of
Common Stock are, and the shares of Common Stock offered  hereby upon  issuance,
will be, duly authorized, validly issued, fully paid and nonassessable.

     The  Registrant's  Restated  Certificate  of  Incorporation  authorizes the
issuance of Preferred  Stock with such  designations,  rights and preferences as
may be determined from time to time by the Board of Directors.  Accordingly, the
Board is empowered,  without stockholder approval, to issue Preferred Stock with
dividend, liquidation,  conversion, voting or other rights which could adversely
affect  the  relative  voting  power  or  other  rights  of the  holders  of the
Registrant's  Common Stock. In the event of issuance,  the Preferred Stock could
be used, under certain circumstances,  as a method of discouraging,  delaying or
preventing a change in control of the Registrant. Although the Registrant has no
present  intention  to issue any  shares  of  Preferred  Stock,  there can be no
assurance  that the Registrant  will not do so in the future.  If the Registrant
issues shares of Preferred  Stock,  the issuance may have a dilutive effect upon
the holders of the  Registrant's  Common Stock,  including the purchasers of the
shares being offered hereby.

Item 5. Interests of Named Experts and Counsel.

     Roger L.  Fidler,  Esq.,  has  passed  upon the  legality  under the law of
Delaware, the state in which the Company is incorporated, of the Common Stock of
the Company  being  offered  hereby.  Mr.  Fidler is the majority  holder of the
Company's  common  stock,  holding  6,360,000  shares of the Common Stock of the
Company.

Item 6. Indemnification of Directors and Officers.

     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation,  under  certain  circumstances,  to  indemnify  its  directors  and
officers  (including  reimbursement for expenses  incurred).  The registrant has
provided for  indemnification  to the extent  permitted by the provisions of the
Delaware statute in its charter and by-laws. See Item 9, "Undertakings."

Item 7. Exemption from Registration Claimed.

         Not Applicable.Item 

8. Exhibits.

NUMBER          DESCRIPTION
4.01            Articles Of Incorporation**
4.02            Certificate Of Amendment To The Articles Of Incorporation**
4.03            By laws**
5.01            Opinion of Roger L. Fidler, Esq. counsel to the registrant, as 
                to the legality of the common stock being offered.*
15.01           Letter Re Unaudited Interim Financial Information*
24.01           Consents Of Experts And Counsel**
99.01           Compensation Agreement with Thurcon Capital Corp.*
99.02           Compensation Agreement with Sound Capital, Inc.*

     *  Filed  herewith.  
     ** Incorporated  by reference to Exhibit 3.X to Registrant's  Annual Report
        on Form 10-KSB for the years ended December 31, 1995, 1996, and 1997.

Item 9. Undertakings

     The  undersigned  registrant  hereby  undertakes:  (1) To file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement:  (i) To include any prospectus required by Section
10(a)(3) of  theSecurities  Act of 1933;  (ii) To reflect in the  prospectus any
facts or events arising after the effective date of the  registration  statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
the  registration  statement;  (iii) To include any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;  provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply  if  the  registration  statement  is on  Form  S-3,  Form  S-8,  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by  reference  in the  registration  statement.  (2) That,  for the  purpose  of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof.  (3)
To remove from  registration by means of a  post-effective  amendment any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Hackensack,  State of New Jersey,  on May 13,
1998.

D-LANZ DEVELOPMENT GROUP, INC.

By:  /s/Roger L. Fidler             
               Roger L. Fidler
               President, Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By:  /s/Roger Fidler            By:  /s/Jay Hait
     Roger Fidler, President            Jay Hait, Secretary  
                                
May 13, 1998                      May 13, 1998

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee  benefits plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Hackensack, State of New
Jersey, on May 13, 1998.

By:  /s/Roger Fidler        
     Roger Fidler, President
Exhibit 5.01

May 15, 1998
D-Lanz Development Group, Inc.
400 Grove St.
Glen Rock, NJ  07452

Gentlemen:

     I  have  acted  as  counsel  to  D-Lanz   Development   Group,   Inc.  (the
"Registrant")  in connection  with its  Registration  Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission  relating  to 300,000  shares of Common  Stock,  par value  $.001 per
share, of the Registrant(the  "Shares"),  subject to the Compensation Agreements
with Thurcon Capital Corp., and Sound Capital, Inc.

     In connection with the foregoing, I have examined,  among other things, the
Registration Statement and originals or copies,  satisfactory to me, of all such
corporate  records and of all such agreements,  certificates and other documents
as I have deemed  relevant and necessary as a basis for the opinion  hereinafter
expressed.  In  such  examination,   I  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to me as originals and
the  conformity  with the original  documents  of  documents  submitted to me as
copies.  As to any facts  material to such  opinion,  I have, to the extent that
relevant facts were not independently  established by me, relied on certificates
of public officials and certificates, oaths, representations and declarations of
officers or other representatives of the Registrant.
 
     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares  to  be  issued  in  payment  of  compensation  under  such  Compensation
Agreements will be, when issued, validly issued, fully paid and non-assessable.

     I hereby  consent to the filing of a copy of this  opinion as an exhibit to
the  Registration  Statement.  Very truly  yours,  /s/ Roger L. Fidler  Roger L.
Fidler, Esq.
Exhibit 15.01

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     I hereby consent to the  incorporation  by reference into the  Registration
Statement  on Form S-8 of my report  dated  March 30,  1998 with  respect to the
consolidated  financial statements of D-Lanz Development Group, Inc. included in
the Annual Report (Form 10-KSB) for the year ended December 31, 1997.

/S/Thomas P. Monahan                                                   
Thomas P. Monahan, C.P.A.

Hackensack, New Jersey
May 15, 1998
EXHIBIT 99.01

                              CONSULTING AGREEMENT

     This  Agreement  is  entered  into this  _5th_ day of April,  1998,  by and
between D-Lanz  Development  Group,  Inc., a Bulletin  Board listed  corporation
(DLNZ)(hereinafter  referred to as Client,  Corporation or the Company),  having
its principal  place of business at 400 Grove St., Glen Rock,  NJ,  07452,,  and
Thurcon  Capital  Corporation,  Inc.,  Suite 2100, 67 Wall Street,  New York, NY
10004 (hereinafter referred to as Consultant).

     WHEREAS,  Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,

     WHEREAS, Consultant wishes to render such consulting services for Client;

     IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial,  management and public relations matters,  explicitly
unrelated  to cash raising  activities,  on the terms and  conditions  set forth
hereinafter,  in  consideration  of which ten dollars has been paid in hand, and
other good and  valuable  consideration  has been  exchanged,  the  receipt  and
sufficiency of which is hereby acknowledged, to wit:

     1. Duties of  Consultant.  Consultant  shall use his best  efforts and such
time as  Consultant  and Client shall deem to be necessary  and/or  advisable to
advise the Company on  financial,  management  and public  relations  matters as
requested  by the  Client.  The  Company  acknowledges  that  Consultant  is not
required by this  Agreement to restrict his services  only to the Company and it
is  further  specified  that  these  services  are  unrelated,  and will  remain
unrelated, to cash raising activities.

     2.  Compensation.  Upon acceptance of this Agreement,  Consultant  shall be
compensated as follows:

     Consultant  shall  participate  in  the  Company's  Employee  Stock  Option
Program.  Pursuant to this program  Consultant shall receive options to purchase
150,000  shares at a price of $0.01 per share.  These  shares  will be issued in
50,000 share increments, on April 15, July 15 and October 15 and shall be deemed
earned when issued and received by  Consultant.  These shares so issued shall be
registered  on Form S-8 as soon  after the  execution  of this  agreement  as is
feasible.

     3. Term and  Termination.  This Agreement shall be in effect for six months
at the end of which term it shall terminate.

     In the event that a prior termination is desired by either party, notice in
writing  must be provided  thirty  days  before the date of desired  termination
which shall be the end of the month following receipt of said written notice.

     4.  Miscellaneous.  This Agreement shall be construed under the laws of the
State of New  Jersey  and any  dispute  arising  from  this  Agreement  shall be
resolved by binding  arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack,  New
Jersey.  Any  award  arising  therefrom  shall be  enforceable  in any  court of
competent  jurisdiction.  This  Agreement is the total  agreement of the parties
hereto and shall be binding upon them, their  affiliates,  heirs, and successors
in  interest.  This  Agreement  shall  not be  amended  except  by a  subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal  fashion  possible to make it
enforceable  or if  unenforceable  in  total,  it shall  be  severed  from  this
Agreement and the remaining parts of the Agreement shall be enforced.  Except as
required by law, this Agreement  shall not be disclosed by the parties hereto to
any other person or entity.

     IT WITNESS  WHEREOF the parties  hereto have executed this Agreement on the
date first above written.

D-LANZ DEVELOPMENT GROUP, INC.      THURCON CAPITAL CORPORATION

BY:_/S/ Roger Fidler____________            BY:__/s/ James Connolly_____________
         Roger Fidler                                         James Connolly
         President                                                     President
EXHIBIT 99.01

                              CONSULTING AGREEMENT

     This  Agreement  is entered into this  _5th___ day of April,  1998,  by and
between D-Lanz  Development  Group,  Inc., a Bulletin  Board listed  corporation
(DLNZ)(hereinafter  referred to as Client,  Corporation or the Company),  having
its  principal  place of business at 400 Grove St., Glen Rock,  NJ,  07452,  and
Sound  Capital,   Inc.,  Suite  400,  444  Brickell  Avenue,   Miami,  FL  33131
(hereinafter referred to as Consultant).

     WHEREAS,  Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,

     WHEREAS, Consultant wishes to render such consulting services for Client;

     IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial,  management and public relations matters,  explicitly
unrelated  to cash raising  activities,  on the terms and  conditions  set forth
hereinafter,  in  consideration  of which ten dollars has been paid in hand, and
other good and  valuable  consideration  has been  exchanged,  the  receipt  and
sufficiency of which is hereby acknowledged, to wit:

     1. Duties of  Consultant.  Consultant  shall use his best  efforts and such
time as  Consultant  and Client shall deem to be necessary  and/or  advisable to
advise the Company on  financial,  management  and public  relations  matters as
requested  by the  Client.  The  Company  acknowledges  that  Consultant  is not
required by this  Agreement to restrict his services  only to the Company and it
is  further  specified  that  these  services  are  unrelated,  and will  remain
unrelated, to cash raising activities.

     2.  Compensation.  Upon acceptance of this Agreement,  Consultant  shall be
compensated as follows:

     A) Consultant  shall receive a cash fee for a minimum  period of six months
of $1,500  per  month,  with a single  additional  payment  of  $1,500  due upon
execution  of this  agreement  for  expenses.  The fee shall be paid  monthly in
advance.

     B) Consultant shall also participate in the Company's Employee Stock Option
Program.  Pursuant to this program  Consultant shall receive options to purchase
150,000  shares at a price of $0.01 per share.  These  shares  will be issued in
50,000 share increments, on April 15, July 15 and October 15 and shall be deemed
earned when issued and received by  Consultant.  These shares so issued shall be
registered  on Form S-8 as soon  after the  execution  of this  agreement  as is
feasible.

     3. Term and  Termination.  This Agreement shall be in effect for six months
at the end of which term it shall terminate.

     In the event that a prior termination is desired by either party, notice in
writing  must be provided  thirty  days  before the date of desired  termination
which shall be the end of the month following receipt of said written notice.

     4.  Miscellaneous.  This Agreement shall be construed under the laws of the
State of New  Jersey  and any  dispute  arising  from  this  Agreement  shall be
resolved by binding  arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack,  New
Jersey.  Any  award  arising  therefrom  shall be  enforceable  in any  court of
competent  jurisdiction.  This  Agreement is the total  agreement of the parties
hereto and shall be binding upon them, their  affiliates,  heirs, and successors
in  interest.  This  Agreement  shall  not be  amended  except  by a  subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal  fashion  possible to make it
enforceable  or if  unenforceable  in  total,  it shall  be  severed  from  this
Agreement and the remaining parts of the Agreement shall be enforced.  Except as
required by law, this Agreement  shall not be disclosed by the parties hereto to
any other person or entity.

     IT WITNESS  WHEREOF the parties  hereto have executed this Agreement on the
date first above written.

D-LANZ DEVELOPMENT GROUP, INC.      SOUND CAPITAL, INC.

BY:__/s/Roger Fidler_______________         BY:__/s/ Richard Chanzis___________
         Roger Fidler                                         Richard Chanzis
         President                                                     President