SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission File Number 0-5367
D-LANZ DEVELOPMENT GROUP, INC.
(Exact name of registrant as specified in Its charter)
DELAWARE 11-1717709
(State of Incorporation) (I.R.S. Employer Identification Number)
400 Grove St., Glen Rock, NJ 07452
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, with area code: (201) 445-8862
Securities registered pursuant to.Section 12(b) of the Act:
None
Securities registered pursuant to.Section 12(g) of the Act:
Common stock of $.001 par value per share
Indicate by, check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B in this form, and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. X
State Issuer's Revenues for its most recent fiscal year. $-0-
Aggregate market value of the voting stock held by non-affiliates of registrant:
$0 as of December 31, 1995; Stock not trading.
Number of shares outstanding as of December 31, 1995: 1,551,394.
Documents incorporated by reference: Exhibits contained in the Form 10-KSB for
the year ended December 31, 1992.
1
Part I.
Item 1 DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT
D-Lanz Development Group, Inc. and (hereinafter referred to as
"Registrant", "D-Lanz", or "Company") commenced business activities as a
partnership in 1947 and was incorporated on December 5, 1952, under the name
Osrow Products Company, Inc. Effective December 1, 1972, Osrow Products Company,
Inc., a New York Corporation, merged into OSR Corporation, a Delaware
corporation. OSR was incorporated on June 28, 1972. OSR was formed solely for
the purpose of having Osrow Product Company's state of incorporation changed
from New York to Delaware and its name changed from Osrow Products Company, Inc.
to OSR Corporation. On May 17, 1988, the Company amended its certificate of
incorporation, changing its name to Resort Connections, Inc. and changing the
total authorized capital stock to 55,000,000 of which 50,000,000 shares are
common stock with a par value of $.001 per share and 5,000,000 shares are
preferred stock with a par value of $.001 per share. On January 30, 1990, the
Company amended its certificate of incorporation to change its name to D-Lanz
Development Group, Inc., and to change the aggregate number of shares of stock
the Company may issue to 100,000,000 shares of which 50,000,000 are common stock
with a par value of $.001 per share and 50,000,000 shares are preferred stock
with a par value of $.001 per share. On May 6, 1988, the company restated the
number of common stock outstanding by reverse splitting the number of shares 1
for 4 from 6,2205,970 to 1,551,394.
The Company is presently inactive and has no operations. The Company's
current business plan is limited to seeking to acquire, in exchange for
securities of the Company, assets or a business. No agreements regarding
acquisition of any such assets have been entered into as of the date of this
Form 10-KSB.
Registrant's principal executive offices are at 400 Grove St., Glen
Rock, NJ 07452. Telephone (201) 445-8862.
Item 2. DESCRIPTION OF PROPERTY
The Company's President provides the Company with limited office space
in his offices at no charge.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal actions involving the Company.
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Registrant submitted no matters to a vote of its security holders
during its fiscal year ended December 31, 1995.
Part II.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) The company's Common Stock has not been traded since
1988.
(b) As of December 31, 1995, there were approximately 900 holders of
the Company's Common Stock.
(c) No dividends were paid during the fiscal year ending Dec. 31,
1995.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATION
Financial Condition
During 1995 the Company was inactive, as it was in 1994. Therefore no changes
have occurred in the Company's financial condition. The minor expenses which
occur from time to time have been paid by the Company's President during 1995
and he will continue to pay such expenses until a new business is acquired.
ITEM 7. FINANCIAL STATEMENTS
The financial statements are attached hereto at page 7.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company did not change accountants for the fiscal year ending 1995.
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Part III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS OF REGISTRANT
Name Age Position
Roger Fidler 45 President, Chief Financial
Officer and Sole Director
Wanda Billet* 46 Secretary
*Wanda Billet is the wife of the President.
Roger Fidler. Mr. Fidler has been the sole director, President,
Chief Executive and Financial Officer of the Company since
September, 1989. He will serve until the next annual meeting
scheduled for May, or until his successor is elected and qualified.
Mr. Fidler has been engaged in the private practice of law since
1983. Mr. Fidler has also been President of PPA Technologies,
Inc., a private specialty chemicals company since its inception in
1994. Mr. Fidler has also been President of Health Technologies
International, Inc., a private medical device company, since 1994.
Wanda Billet. Ms. Billet is the wife of the Company's President.
She has served as Secretary of the corporation since September,
1989 and will continue to serve until her successor is elected and
qualified. Ms. Billet is a medical technologist (MTASCP) and has
been employed in that capacity by Bergen Pines County Hospital from
1989 to 1993, Paramus, NJ; The Valley Hospital, Ridgewood, NJ, from
1990 to 1991; The Bergen County Blood Bank, Paramus, NJ from 1993
to 1995 and as Corning Clinical Laboratories, Teterboro, NJ from
March, 1996 to the present where she presently is Technical
Supervisor of Blood Bank.
ITEM 10. EXECUTIVE COMPENSATION
No compensation was paid to any officer or director of the
Company during the fiscal year ending December 31, 1995.
Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1995, of each officer
or director of the Company, by each person or firm who owns more than 5% of the
Company's outstanding shares and by all officers and directors of the Company as
a group.
4
Number of Percentage
Name Shares of shares
Owned owned
Roger 360,000 23.24%
Fidler
400 Grove St.
Glen Rock, NJ 07452
Wanda 70,000 4.51%
Billet
400 Grove St.
Glen Rock, NJ 07452
Officers and
Directors as
a Group of 2 430,000 27.75%
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions during the fiscal year ended December
31, 1995.
Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON
FORM 8-K
(a) All required exhibits are incorporated herein by reference
from the Company's Form 10-KSB filed for the year ending December 31, 1992.
(b) No Financial Statement Schedules or reports on Form 8-K
are required to be filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
DATE: February 13, 1997 By: s/Roger L. Fidler
---------------------
ROGER L. FIDLER
President & Chief Financial
and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and dates indicated.
DATE: February 13, 1997 By: s/Roger L. Fidler
-----------------------
ROGER L. FIDLER
President
Director
6
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(201) 790-8775
Fax (201) 790-8845
To The Board of Directors and Shareholders of D-Lanz Development Group, Inc.
I have audited the accompanying balance sheet of D-Lanz Development Group, Inc.
(a development stage company) as of December ' ) 1, 1994 and 1995 and the
related statements of operations, cash flows and shareholders'equity for-the
years ended December 31, 1994 and 1995. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of D-Lanz Development Group, Inc. (a
development stage company) as of December 31, 1994 and 1995 and the results of
its operations, shareholders equity and cash flows for the year ended December
'i 1, 1994 and 1994 in conformity with generally accepted accounting principles,
The accompanying financial statements have been prepared assuming that D-Lanz
Development Group, Inc. (a development stage company) will continue as a going
concern. As more fully described in Note 2, the Company has been dormont since
December 31, 1990 and requires additional capital to continue operations. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans as to these matters are described in Note 2.
the financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the possible inability of
D-Lanz Development Group, Inc. (a development stage company) to continue as a
going concern.
/s/ Thomas Monahan
Thomas P. Monahan, CPA
October 16, 1996
Paterson, New Jersey
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D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
BALANCESHEET
Assets
December 31, December 31,
31,
1994 1995
Current assets
Cash 0 0
Total assets 0 0
Liabilities and Stockholders' Equity 0 0
Commitments and Contingencies 0 0
Capital stock
Preferred stock-authorized 5,000,000
shares $.001 par value. At December 31,
1993 and 1994 and December 31, 1995 the
number of shares outstanding was -0-
Capital stock-authorized 15,000,000 shares,
par value of $.00 1. At December 31,
1993 and 1994 and December 31, 1995 the
number of shares outstanding was 1,551,394.$1,551 $1,551
Additional paid in capital (1,551) (1,551)
Total stockholders' equity -0- -0-
Total liabilities and stockholders' equity-0- -0-
See accompanying notes to financial statements.
8
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the year For the year
ending ending
December 3l, December 3l,
1994 1995
Income $-0- $-0-
Less costs of goods sold -0- $-0-
Gross profit -0- $-0-
Operations:
General and administrative -0- $-0-
Depreciation and amortization -0- $-0-
Total expense -0- $-0-
Profit from operations and before -0- $-0-
Corporate income tax expense
Corporate income tax -0- $-0-
Net profit or (Loss) -0- $-0-
Net income per share -0- $-0-
Average number of shares 1,551,394 1 ,551,394
outstanding
See accompanying notes to financial statements.
9
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the year For the year
ending ending
December 31, December 31,
1994 1995
CASH FLOWS FROM OPERATING
ACTIVITIES
Net profit (loss) $-O- $-O-
Depreciation and amortization $-O- $-O-
TOTAL CASH FLOWS FROM OPERATING $-O- $-O-
ACTIVITIES
CASH FLOWS FROM FINANCING
ACTIVITIES
Commitments and contingencies $-O- $-O-
TOTAL CASH FLOWS FROM FINANCING $-O- $-O-
ACTIVITIES
NET INCREASE (DECREASE) IN CASH $-O- $-O-
CASH BALANCE BEGINNING OF $-O- $-O-
PERIOD
CASH BALANCE END OF PERIOD $-O- $-O-
See accompanying notes to financial statements.
10
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Preferred Preferred Common Common Additional paid
Date Stock Stock Stock Stock in capital Total
12-31-1991 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1992 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1993 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1994 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
12-31-1995 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
See accompanying notes to financial statements.
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D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDING DECEMBER 31,1994, and 1995
Note 1. Organization of Company and Issuance of Common Stock
a. Creation of the Company
D-Lanz Development Group, Inc. (the "Company") was formed on June
28, 1972 under the laws of the State of Delaware under the name OSR Corporation.
On May 17, 1988, the Company amended its certificate of incorporation changing
its name to Resort Connections, Inc. and changing the total shares authorized to
issue to 55,000,000 of which 50,000,000 shares are common stock with a par value
of $.001 per share and 5,000,000 shares of 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 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 $.OO1 per share
and 50,000,000 shares are preferred with a par value of $.OO1 per share.
b. Description Of The Company
The Company has been dormant since December 31, 1990.
C. Issuance of Capital Stock
On May 6, 1988, the Company restated the number of common stock outstanding
by reverse splitting the number of shares from 6,200,000 to 1,550,000.
Note 2-Summary of Signiricant Accounting Policies
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has been dormant since
December 31, 1990 and is seeking neking business opportunities or acquisitions.
The Company has been dependent upon management to pay the expenses to maintain
the Cornpany's existence and will require management to continue to pay these
expenses until a business opportunity to found. These factors indicate that the
Company's continuation as a going concern is dependent upon its ability to
obtain adequate financing,
The financial statements presented consist of the balance sheet of the
Company as at December -' ) 1, 1994 and 1995, and the related statements of
operations, retained earnings and cash flows for the years ended December 31,
1994 and 1995,
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D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDING DECEMBER 31,1994 an(i 1995
b. Earnings per share
Earnings per share have been computed on the basis of the total number of
shares outstanding. For the years ended December 31, 1994 and 1995, the total
number shares outstanding were 1,5.51,394,
c. Pervasiveness of Estiniates
The preparation of Financial statements in conformity with Generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Note 3 - Related Party transactions
Lease Commitments
The Company occupys office space rent free on a month to month basis
from Roger Fidler, President at 400 Grove Street, Glenn Rock, New Jersey.
Note 4 - Preferred Stock
The Company is authorized to issue 50,000,000 shares of preferred stock
with a par value of $.OO1 per share. The board of directors of the Company is
granted the power to determine by resolution from time to time the power,
preferences, rights, qualifications, restrictions or limitations of the
preferred stock.
At December 31, 1994 and 1995, the number of preferred shares outstanding
was -O-.
Note 5 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of December 31, 1995, the Company had
no material current tax liability, deferred tax assets, or liabilities.
13
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDING DECEMBER 31,1994, and 1995
Note6- Commitments and Contingencies
Liabilities, Commitments, and Contingencies
At December 31, 1995 the Company has no liabilities or commitments or
contencies.
Note 7 - Development Stage Company
The Company is considered to be a development stage company with little
operating history, The Company is dependent upon the resources of the Company's
management and its ability to raise or borrow additional funds to continue to
exist. The Company Is actively seeking new business opportunities.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
DATE: February 13, 1997 By: s/Roger L. Fidler
---------------------
ROGER L. FIDLER
President & Chief Financial
and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and dates indicated.
DATE: February 13, 1997 By: s/Roger L. Fidler
-----------------------
ROGER L. FIDLER
President
Director
15