SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                             AMENDMENT NO. 1 TO
                                  FORM 8-K
                              CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                           September 30, 1997
               Date of Report (Date of earliest event reported)
                          D-LANZ DEVELOPMENT GROUP, INC.
              (Exact name of registrant as specified in its charter)


         DELAWARE             0-5367                            11-1717709
(State or other jur-        (Commission                    (IRS Employer
isdiction of incor-         File Number)                 Identification No.)
 poration)

                  400 GROVE STREET, GLEN ROCK, NJ                 07452
         (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code: (201) 457-1221


(Former name or former address, if changed since last report.) No change.










Item 1. Change in Control of Registrant

(a) The Registrant has not had a change in control. However, the nature of that
control previously in place has changed. The President and sole director of the
Company,  Roger Fidler, now owns over 60% of the voting stock of the Registrant
by virtue of the acquisition of certain assets described herein below. See Item
2. (b) There are no arrangements by which a change in control will occur in the
future.

Item 2. Acquisition of Assets

         On September  30, 1997,  the  Registrant acquired the assets of Health
Technologies  International, Inc. ("HTI"), a private New Jersey corporation, in
exchange for 8,448,606  shares of the  Registrant's  common  stock. The primary
assets of HTI are two vehicles and an exclusive  license to manufacture, market
and sell a breast  abnormality  indicator in Chile and Singapore. This product,
with FDA marketing  clearance in place, is presently manufactured in the United
States by  HumaScan,  Inc., a NASDAQ  listed  corporation  which  has  recently
announced  a  December,  1997 launch  date.  The Registrant  and  HumaScan  are
unrelated.  In the United  States  HumaScan  has a marketing  arrangement  with
Physician  Sales  and  Service,   Inc.,  one  of  the largest  medical  product
distributors  in the United  States,  which  plans to sell the device under the
trademark "BreastAlert".

         HTI was controlled by Roger Fidler, President of the Registrant.

         The Asset Acquisition Agreement is attached hereto as Exhibit 1.

Item 3.  Bankruptcy or Receivership

         Not applicable.

Item 4. Changes in Registrant's Certifying Public Accountant.

         Not applicable.

Item 5.  Other events.

         None reported.

Item 6.  Resignations of Registrant's Directors

         Not applicable.

Item 7.  Financial Statements, Pro Forma Financial Information and
Exhibits.

         The financial statements giving effect to the acquisition are attached
hereto as Exhibit 2.

Item 8.  Change in Fiscal Year

         Not applicable







SIGNATURES

Pursuant  to the  requirements  of the  Securities Exchange  Act of  1934,  the
registrant  has caused  this  report to be signed on its behalf the undersigned
hereunto duly authorized.

                                                     Date: November 3, 1997

                                                 D-LANZ DEVELOPMENT GROUP, INC.


                                                     BY:_/s/ Roger L. Fidler_
                                                              Roger L. Fidler
                                                              President