U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended September 30, 1998.
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For the transition period from to
Commission File Number: 0-5367
D-LANZ DEVELOPMENT GROUP, INC.
(Exact name of registrant as specified in its charter
Delaware 11-1717709
(State of otherjurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
400 Grove Street Glen Rock, New Jersey 07452
Address of principal executive offices)
201- 445-8862
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark, whether the registrant:: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 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 No
The Company had 11,625,000 shares of common stock outstanding
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements for the periods ended September 30, 1998
included herein have been prepared by D-Lanz Development Group, Inc., (the
"Company") without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). In the opinion of
management, the statements include all adjustments necessary to present fairly
the financial position of the Company as of September 30, 1998, and the results
of operations and cash flows for the nine month periods ended September 30, 1997
and 1998.
The Company's results of operations during the six months of the Company's
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.
The financial statements included in this report should be read in
conjunction with the financial statements and notes thereto in the Company's
Annual Report on Form 10-KSB for the fiscal years ended December 31, 1996 and
1997.
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
BALANCESHEET
Assets
December 31, September 30,
1997 1998
Current assets
Cash $ 0 $480
Notes receivable-investors 600,000
--- -------
Total current assets 0 600,480
Other assets
License fes 252,500
-------
Total other assets 252,500
-------
Total assets $ 0 $ 852,980
=== =========
Liabilities and Stockholders' Equity
Current liabilities
Officer loan payable $ 25,500
---------
Total current liabilities 25,500
Capital stock
Preferred stock-authorized
5,000,000 shares $.001 par value.
At December 31, 1997 and
September 30, 1998 the number of
shares outstanding was -0-
Capital stock-authorized 15,000,000
shares, par value of $.001. At
December 31, 1997 and September 30,
1997 the number of shares outstanding
was 1,551,394 and 11,425,000 $1,551 11,425
Additional paid in capital 1,303,626
Deficit accumulated during
development stage (1,551) (487,571)
----- ---------
Total stockholders' equity -0- 827,480
----- ---------
Total liabilities and stockholders'
equity $-0- $ 852,980
===== =========
See accompanying notes to financial statements.
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the
period from
For the nine For the nine reorganization
months ended months ended (December 31, 1990)
September 30, September 30, to September 30,
1997 1998 1998
Income $-0- $-0- $-0-
Less costs of goods sold -0- -0- -0-
----- ---- ---
Gross profit -0- -0- -0-
Operations:
General and administrative -0- 484,954 487,571
Depreciation and amortization -0- -0- -0-
---- ---- -------
Total expense -0- 484,954 487,571
Loss from operations and before -0- (484,954) (487,571)
Corporate income tax expense
Corporate income tax -0- -0- -0-
--- --- ----
Net profit or (Loss) $-0- $(484,954) $(487,571)
==== ======== ========
Basic and diluted net income
(loss) per common share $-0- $(0.06) $(0.06)
==== ==== =====
Weighted average shares outstanding -
basic income per share 1,551,394 8,188,889 8,188,889
========= ========== ==========
See accompanying notes to financial statements.
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the three For the three
months ended months ended
September 30, September 30,
1997 1998
Income $-0- $-0-
Less costs of goods sold -0- -0-
----- ----
Gross profit -0- -0-
Operations:
General and administrative -0- 483,048
Depreciation and amortization -0- -0-
---- ----
Total expense -0- 483,048
Loss from operations and before -0- (483,048)
Corporate income tax expense
Corporate income tax -0- -0-
--- ---
Net profit or (Loss) $-0- $(483,048)
==== ========
Basic and diluted net income
(loss) per common share $-0- $(0.06)
=== ====
Weighted average shares outstanding -
basic income per share 1,551,394 8,188,889
========= ==========
See accompanying notes to financial statements.
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the
period from
For the nine For the nine reorganization
months ended months ended (December 31, 1990)
September 30, September 30, to September 30,
1997 1998 1998
CASH FLOWS FROM OPERATING
ACTIVITIES
Net profit (loss) $-0- $(484,954) $(487,571)
Depreciation and amortization -0- -0- -0-
Officer loan payable 25,000 25,000
--- ------- -------
TOTAL CASH FLOWS FROM OPERATING -0- (459,954) (462,571)
ACTIVITIES
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of shares of common stock 2,000 1,060,408 1,063,051
--- --------- ---------
TOTAL CASH FLOWS FROM FINANCING 2,000 1,060,408 1,063,051
ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Notes receivable-investors (600,000) (600,000)
-------- --------
TOTAL CASH FLOWS FROM INVESTING
ACTIVITIES (600,000) (600,000)
NET INCREASE (DECREASE) IN CASH 2,000 454 480
CASH BALANCE BEGINNING OF -0- 934 -0-
PERIOD ----- ------- ------
CASH BALANCE END OF PERIOD $ 2,000 $ 480 $480
===== ======= =======
See accompanying notes to financial statements.
D-LANZ DEVELOPMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Date Preferred Preferred Common Common paid development
Stock Stock Stock Stock in capital stage Total
C>
12-31-1991 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
==== ==== ========= ===== ======= ===
12-31-1992 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
==== ==== ========= ===== ======= ===
12-31-1993 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
==== ==== ========= ===== ======= ===
12-31-1994 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
==== ==== ========= ===== ======= ===
12-31-1995 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
==== ==== ========= ===== ======= ===
12-31-1996 -0- $-0- 1,551,394 $1,551 $(1,551) $-0-
9-30-1997(1) 2,000,000 2,000 2,000
9-30-1997(2) 6,448,606 6,449 246,051 252,500
12-31-1997 Net loss (1,066) (1,066)
-------- --------- ----- ------- ------- -------
12-31-1997 -0- $-0- 10,000,000$10,000 $246,051 $(2,617) $253,434
Unaudited
6-30-1998(3) 100,000 100 900 1,000
8-14-1998(4) 200,000 200 135,800 136,000
8-26-1998(4) 400,000 400 271,600 272,000
8-26-1998(5) 800,000 800 599,400 600,000
8-26-1998(6) 125,000 125 49,875 50,000
9-30-1998 Net loss (484,954) (484,954)
---- ---- ------- --- ------- ------- ---------
9-30-1998 -0- $-0- 11,425,000$11,425 $ 904,026 $(487,571)$(827,480)
==== ==== ========== ====== ========= ======== ==========
(1) Sale of shares pursuant to Regulation D at $.001 per share.
(2) Issuance of shares for acquisition of License Rights valued at
$.04 per share.
(3) Issuance of shares in consideration for consulting fees valued at $0.001 per share.
(4) Issuance of shares in consideration for consulting fee valued at $0.68 per share.
(5) Sale of shares in consideration of notes receivable valued at $1.00 per share.
(6) Sale of shares at $0.40 per share
See accompanying notes to financial statements.
D-LANZ DEVELOPMENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION The accompanying unaudited financial
statements have been prepared in accordance with generally accepted principles
for interim financial information as set forth in Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all necessary adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results of D- Lanz Development Group, Inc. (the "Company")
for the nine months ended September 30, 1997 and 1998 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1998.
NOTE B--EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings Per Share". Statement No. 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share exclude any dilutive
effects of options, warrants, and convertible securities. Dilutive earnings per
share is very similar to the previously reported fully diluted earnings per
share. The Company adopted Statement No. 128 and has retroactively applied the
effects thereof for all periods presented. The impact on the per share amounts
previously reported was not significant.
NOTE C-COMMITMENTS
a. Leased Office Space
The Company occupies office space at 400 Grove Street, Glen Rock, New
Jersey rent free on a month to month basis.
NOTE D- ISSUANCE OF SHARES OF COMMON STOCK
On August 14, 1998, the Company issued 200,000 shares of common stock to
Joel Brownstein in consideration for consulting services valued at $136,000 or
$0.68 per share.
On August 26, 1998, the Company sold 600,000 shares of common stock at
$1.00 per share in considerationn for notes receivable aggregating $600,000 as
follows: 500,000 shares to Joel Brownstein for $500,000; 100,000 shares to Sarit
Hirschkorn (wife of Jay Hait, Esq., Secretary to the Company).
On August 26, 1998, the Company issued 200,000 shares of common stock
pursuant to an agreement for sale for an aggregate of $200,000 or $1.00 per
share. As of September 30, 1998, these shares were held in escrow by the Company
pending immediate delivery as required by a purchase option agreement. These
shares have not been reflected in the number of shares of common stock
outstanding as of September 30, 1998.
On August 26, 1998, the Company sold 125,000 shares of common stock to
Wharton Capital Corp., ("Wharton") for an aggregate consideration of $50,000 in
consulting fees pr $0.40 per share. On that date Mr. Roger Fidler, President of
the Company, advanced Wharton $25,000 as additional consideration for financial
consulting services.
Item 2. Management's Discussion and Analysis of Plan of operation
Results of Operations
For the nine months ended September 30, 1997 as compared to the nine months
ended September 30, 1996.
The company has remained inoperative. Sales, costs of goods sold, gross
profit, operating expenses and net profit were $-0- for both the nine months
ended September 30, 1997 and 1998. The activities of the Company during the nine
months ended September 30, 1997 and 1998. consisted of preparing and filing
corporate income tax returns and filings for the Securities and Exchange
Commission.
For the nine months ended September 30, 1998 as compared to the nine months
ended September 30, 1997.
The company has remained inoperative. Sales, costs of goods sold, gross
profit, were $-0- for both the nine months ended September 30, 1997 and 1998.
General and administrative expenses for the nine months ended September 30, 1998
were $484,954 as compared to $-0- for the nine months ended September 30, 1997.
The activities of the Company during the nine months ended September 30, 1998.
consisted of engaging financial consultants to promote the Company's business,
preparing and filing corporate income tax returns and filings for the Securities
and Exchange Commission.
Liquidity And Capital Resources
As of September 30, 1998, the Company's cash balance was $480 and working
capital was a $774,980 consisting of notes receivable from investors aggregating
$800,000 and the Company reflecting an officer loan payable of $25,500.
Net (loss) from operations amounted to $(484,954) for the nine months
ended September 30, 1998 due to increases general and administrative
expenditures related to the expansion of the company's fund raising activities.
The Company's primary short-term needs are to increase its manufacturing
capabilities, increase inventory levels and begin to support its research and
development programs. The Company currently plans to expend approximately $1.0
million for the expansion and development of its manufacturing facilities in
addition to its marketing and general administrative programs.
The Company expects its capital requirements to increase over the next
several years as it expands its research and development efforts, new product
development, sales and administration infrastructure, manufacturing capabilities
and facilities. The Company's future liquidity and capital funding requirements
will depend on numerous factors, including the extent to which the Company's
products under development are successfully developed and gain market
acceptance, the timing of regulatory actions regarding the Company's potential
products, the costs and timing of expansion of sales, marketing and
manufacturing activities, facilities expansion needs, procurement and
enforcement of patents important to the Company's business, results of clinical
investigations and competition.
The Company believes that it must raise additional cash and cash from
operations to satisfy its funding needs for at least the next 12 months.
Thereafter, if cash generated from operations is insufficient to satisfy the
Company's working capital and capital expenditure requirements, the Company may
be required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such financing, if required,
will be available on satisfactory terms, if at all.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
No legal proceedings are pending against the Company.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
D-LANZ DEVELOPMENT GROUP, INC.
/s/Roger Fidler
Mr. Roger Fidler,
President
Dated: November 14, 1998