TARCYN CORP
NT 10-K, 1998-06-29
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING
                                            SEC File Number 000-22607         
                                               CUSIP Number                   
(Check One):
  [X] Form 10-K  [  ] Form 20-F  [  ] Form 11-K  [  ] Form 10-Q  [  ] Form N-SAR

    For the Period Ended: May 31, 1997                                        
    [  ]  Transition Report on Form 10-K
    [  ]  Transition Report on Form 20-F
    [  ]  Transition Report on Form 11-K
    [  ]  Transition Report on Form 10-Q
    [  ]  Transition Report on Form N-SAR
    For the Transition Period Ended: _______________________________

 Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

______________________________________________________________________________

PART I - REGISTRANT INFORMATION

Tarcyn Corporation    
______________________________________________________________________________
Full Name of Registrant

______________________________________________________________________________
Former Name if Applicable

2851 South Parker Road, Suite 720
_____________________________________________________________________________
Address of Principal Executive Office (Street and Number)

Aurora, Colorado  80014
______________________________________________________________________________
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25, the following should be
completed.  (Check box if appropriate)

     (a)   The reasons described in reasonable detail in Part III of this      
           form could not be eliminated without unreasonable effort or
           expense;
     (b)   The subject annual report, semi-annual report, transition report on
           Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
           filed on or before the fifteenth calendar day following the 
[X]        prescribed due date; or the subject quarterly report on Form 10-Q, or
           portion thereof, will be filed on or before the fifth calendar day 
           following the prescribed due date; and
     (c)   The accountant's statement or other exhibit required by Rule 
           12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period.

     This is the first Form 10-KSB which the issuer is required to file and
management requires additional time to compile the subject Form 10-KSB.     

<PAGE>

PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      Andrew I. Telsey, Esq.             (303)               671-8920
      ____________________________    ___________    _________________________
                (Name)                (Area Code)        (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company 
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed?  If 
      answer is no, identify report(s).   [X] Yes  [  ] No
      ________________________________________________________________________

(3)   Is it anticipated that any significant change in results of operations 
      from the corresponding period for the last fiscal year will be reflected 
      by the earnings statement to be included in the subject report or portion
      thereof?   [  ] Yes  [X] No

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a 
      reasonable estimate of the results cannot be made.


                               Tarcyn Corporation 
            ____________________________________________________        
               (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  June 29, 1998                     By     s/Andrew I. Telsey             
      ----------------------------        ------------------------------------
                                          Andrew I. Telsey, President

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the 
person signing the form shall be typed or printed beneath the signature.  If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with this form.

                                ATTENTION

  Intentional misstatements or omissions of fact constitute Federal Criminal
                      Violations (See 18 U.S.C. 1001).

                         GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act.  The information contained in
    or filed with the form will be made a matter of public record in the
    Commission files.

3.  A manually signed copy of the form and amendments thereto shall be filed 
    with each national securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on Form 12b-25 but need
    not restate information that has been correctly furnished.  The form shall
    be clearly identified as an amended notification.

5.  Electronic Filers.  This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties.  Filers 
    unable to submit a report within the time period prescribed due to 
    difficulties in electronic filing should comply with either Rule 201 or Rule
    202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) 
    or apply for an adjustment in filing date pursuant to Rule 13(b) of 
    Regulation S-T (Section 232.13(b) of this chapter).



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