TARCYN CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
COMMISSION FILE NUMBER 0-22607
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about May 22, 1998 to holders of
record on May 8, 1998 of the shares of Common Stock, no par value per share
(the "Common Stock") of Tarcyn Corporation, a Colorado corporation (the
"Company"). It is being furnished in connection with the change of the
Company's directors to be effected at a Board meeting to be held at the
closing of the transaction discussed below, to be held on or about June 1,
1998.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the
Company and Access Communications Corp., a Florida corporation ("ACC"), the
Company has agreed to acquire all of ACC's issued and outstanding shares of
common stock (collectively, the "ACC Stock") in exchange for an aggregate of
4,500,000 "restricted" shares of the Company's Common Stock (the
"Transaction"). As of the date of this Disclosure Statement, there are
500,000 shares of the Company's Common Stock issued and outstanding.
Accordingly, if all of the issued and outstanding shares of ACC Stock are
exchanged for the Company's Common Stock, the holders thereof will own
approximately 90% of the Company's 5,000,000 shares of Common Stock which
would then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected
by ACC's management (see "Directors and Executive Officers and Related
Transactions"). The Company will also change its fiscal year end from
September 30 to December 31, in order to coincide the Company's fiscal year
end with that of ACC.
Consummation of the Transaction will result in a change of control. If
the Transaction is not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates, but cannot assure, that the Agreement will be executed on
or about June 1, 1998, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which the
change will take place, or such other time period as may be established by the
Commission. This Disclosure Statement is being filed with the Commission and
sent to stockholders in compliance with that Rule.
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<PAGE>
Information Relating to the Company's Securities
As of the date of this report, there are outstanding 500,000 shares of
the Company's Common Stock. Each outstanding share of Common Stock entitles
the record holder thereof to one vote on all matters which are to be presented
to stockholders for their consideration. The Common Stock is the only issued
and outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each
Director and all Directors and Officers as a group.
No. of Percentage
Name Shares Owned Ownership
Andrew I. Telsey 325,000 65%
Darlene D. Kell 25,000 5%
All Officers and 350,000 70%
Directors as a
Group (2 persons)
________________________
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners of
more than 5% of its outstanding Common Stock, each newly-appointed director
and executive officer of the Company and all newly-appointed Directors as a
group. Except as indicated in the footnotes to the table, the listed
stockholders hold sole voting and investment power over their respective
shares.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
<S> <C> <C> <C>
Douglas R. Baetz President, Director 2,250,000 45%
3020 North West 33rd Ave.
Ft. Lauderdale, FL 33311
Glenn M. Gallant Secretary, Director 2,250,000 45%
3020 North West 33rd Ave.
Ft. Lauderdale, FL 33311
All Proposed Directors 4,500,000 90%
and Officers as a
Group (2 persons)
__________________
</TABLE>
Legal Proceedings
There are no legal proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent of the Company's Common Stock, or any associate of any of the
foregoing, is a party adverse to the Company or any of its subsidiaries or has
a material interest adverse to Company or any of its subsidiaries.
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<PAGE>
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current
officers and directors will resign and will be replaced, without stockholder
action, by the following Officers and Directors:
Name Age Position
Douglas R. Baetz 47 President, Director
Glenn M. Gallant 43 Secretary, Director
Resumes:
Douglas R. Baetz has served as President and a Director of ACC since its
inception in August 1997. Mr. Baetz is a financier with years of experience
in development and management in a wide range of industries. Together with
Glenn Gallant, Mr. Baetz owns and supervises the management of Columbia
Capital Corp., a public venture capital firm, New SeaEscape Cruises, Inc., a
cruise line operating from south Florida and Network Holdings International,
Inc., a publicly traded sales organization that markets various travel
products. In addition, Mr. Baetz owns and supervises the operations for
Berwyn, a credit card service company, and Century, a credit card issuing
company. There have been and will continue to be significant business
transactions between the Company and affiliates of Mr. Baetz.
Glenn M. Gallant has served as the Secretary and a director of ACC since
its inception in August 1997. Mr. Gallant is a financier with years of
experience in development and management in a wide range of industries.
Together with Douglas R. Baetz, Mr. Gallant owns and supervises the management
of Columbia Capital Corp., a public venture capital firm, New SeaEscape
Cruises, Inc., a cruise line operating from south Florida and Network Holdings
International, Inc., a publicly traded sales organization that markets various
travel products. In addition, Mr. Gallant owns and supervises the operations
for Berwyn, a credit card service company, and Century, a credit card issuing
company. There have been and will continue to be significant business
transactions between the Company and affiliates of Mr. Gallant.
Compensation
Neither of the officers and directors of ACC have drawn any salaries or
other compensation since inception of ACC in August 1997. It is not
anticipated that either of the officers and directors will draw salaries
during the initial fiscal year of the Company following closing of the
transaction proposed herein.
However, ACC may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance. However, as of the date of this information statement,
no such plans have been adopted by the Company or ACC.
Related Party Transactions
The present officers and directors of ACC own controlling interests in
numerous companies which engage in business with ACC. However, all of the
terms provided to these companies by ACC are equal to or greater than terms
offered by ACC to those nonaffiliated entities with whom it does business.
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Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating
or compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has two Directors. During the fiscal year ended
December 31, 1997, the Directors held one meeting of the Board of Directors.
Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during
the fiscal year ended September 30, 1997. The Company maintains a policy
whereby the directors and executive officers of the Company may be reimbursed
for out-of-pocket expenses incurred in the performance of their duties. The
Company did not reimburse any director or officer for such expenses during the
1997 fiscal year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
Dated: May 22, 1998.
TARCYN CORPORATION
s/Andrew I. Telsey
Andrew I. Telsey, President
