SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended March 31, 1998
Commission File No. 000-22607
TARCYN CORPORATION
------------------
(Name of small business issuer in its charter)
Colorado 84-1233073
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
(303) 671-8920
--------------
(Address, including zip code and telephone number, including area
code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act:
none
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock
------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Company 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 disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained 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
Issuer's revenues for its most recent fiscal year: $ -0-
(Continued on Following Page)
<PAGE>
State the aggregate market value of the voting stock held by non-
affiliates, computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days: As of March 31, 1998:
$0.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
March 31, 1998 there were 500,000 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: None
This Form 10-KSB consists of Twenty-Seven Pages.
Exhibit Index is Located at Page Twenty-Six.
2
<PAGE>
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
TARCYN CORPORATION
PAGE
----
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 6
Item 3. Legal Proceedings........................... 6
Item 4. Submission of Matters to a Vote of
Security Holders........................ 6
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 6
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 7
Item 7 Financial Statements........................ 9
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 20
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act....... 20
Item 10. Executive Compensation...................... 21
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 23
Item 12. Certain Relationships and Related
Transactions............................ 23
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 24
SIGNATURES............................................. 25
3
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Tarcyn Corporation (the "Company") was incorporated on March
13, 1993 under the laws of the State of Colorado to engage in any
lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders, the Company
never commenced any operational activities. As such, the Company
can be defined as a "shell" company, whose sole purpose at this
time is to locate and consummate a merger or acquisition with a
private entity.
The proposed business activities of the Company classify it as
a "blank check" company. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that they shall
not sell their respective shares of the Company's common stock
until such time as the Company has successfully consummated a
merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that
no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to
place their respective stock certificate with the Company's legal
counsel, who will not release these respective certificates until
such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. However, while
management believes that the procedures established to preclude any
sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the
procedures established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.
During the fiscal year ended March 31, 1998, the Company filed
a registration statement with the Securities and Exchange
Commission on Form 10-SB pursuant to the rules and regulations
included under the Securities Exchange Act of 1934, as amended,
wherein the Company caused to be registered its common stock. This
registration statement became effective on or about July 30, 1997.
The purpose of the registration statement was management's belief
that the primary attraction of the Company as a merger partner or
acquisition vehicle will be its status as a public company. Any
business combination or transaction will likely result in a
4
<PAGE>
significant issuance of shares and substantial dilution to present
stockholders of the Company.
Subsequent Event
Management has continued to review prospective merger or
acquisition candidates during the past fiscal year, but as of the
date of this report, there is no agreement between the Company and
any third party providing for the Company to merge or acquire any
assets. However, applicable thereto, on May 8, 1998, the Company
entered into a letter of intent with Access Communications Corp.
("ACC"), a privately held Delaware corporation, whereby the Company
has agreed in principle to acquire all of the issued and
outstanding shares of ACC, in exchange for issuance by the Company
of previously unissued "restricted" common stock. The relevant
terms of the proposed transaction require the Company to (i)
undertake a forward split whereby 2 shares of common stock shall be
issued in exchange for each share of common stock then issued and
outstanding, in order to establish the number of issued and
outstanding common shares at closing to be 1,000,000; and (ii)
thereafter, issue to the ACC shareholders an aggregate of 9,000,000
"restricted" common shares, representing 90% of the Company's then
outstanding common stock, in exchange for all of the issued and
outstanding shares of ACC.
The proposed share exchange is subject to satisfaction of
certain conditions, including completion of due diligence
activities, the approval of the transaction by all of the ACC
shareholders and the approval of the proposed transaction by the
shareholders of the Company. If the proposed transaction with ACC
is consummated, the present officers and directors of the Company
are expected to resign their respective positions with the Company,
to be replaced by the present management of ACC. If these
conditions are met, it is expected that the proposed transaction
with ACC will close in June 1998. However, there are no assurances
that the proposed transaction will close on the aforesaid date, or
that any unforeseen delay will occur.
Employees
During the fiscal year ended March 31, 1998, the Company had
no full time employees. The Company's President and Secretary have
agreed to allocate a portion of their time to the activities of the
Company, without compensation. These officers anticipate that the
business plan of the Company can be implemented by their devoting
approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officers.
5
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company operates from its offices at 2851
South Parker Road, Suite 720, Aurora, Colorado 80014, which space
is provided to the Company on a rent free basis by Andrew I.
Telsey, a shareholder, director and officer of the Company, and it
is anticipated that this arrangement will remain until such time as
the Company successfully consummates a merger or acquisition.
Management believes that this space will meet the Company's needs
for the foreseeable future.
Other Property. The Company has no properties and at this
time has no agreements to acquire any properties. The Company
intends to attempt to acquire assets or a business in exchange for
its securities which assets or business is determined to be
desirable for its objectives.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings which are pending or
have been threatened against the Company of which management is
aware.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
(a) Market Information. There is presently no trading market
for the common equity of the Company.
(b) Holders. There are nine (9) holders of the Company's
Common Stock.
As of the date of this report, all of the shares of the
Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under
Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a one year holding period, under certain
circumstances, may sell within any three month period a number of
shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without
any quantity limitation by a person who has satisfied a two year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.
6
<PAGE>
(c) Dividends.
(1) The Company has not paid any dividends on its Common
Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year
ended March 31, 1999, unless the Company successfully consummates
a merger or acquisition and the relevant candidate has sufficient
assets available to undertake issuance of such a dividend and
management elects to do so, of which there can be no assurance.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
the Company's audited financial statements and notes thereto
included herein. In connection with, and because it desires to
take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other
statement made by, or on the behalf of the Company, whether or not
in future filings with the Securities and Exchange Commission.
Forward looking statements are statements not based on historical
information and which relate to future operations, strategies,
financial results or other developments. Forward looking
statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to
future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could
cause actual results to differ materially from those expressed in
any forward looking statements made by, or on behalf of, the
Company. The Company disclaims any obligation to update forward
looking statements.
(a) Plan of Operation.
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business, in exchange for its
securities. Applicable thereto and as of the date of this report,
effective May 8, 1998, the Company entered into a letter of intent
with Access Communications Corp. ("ACC"), a privately held Delaware
corporation, whereby the Company has agreed in principle to acquire
all of the issued and outstanding shares of ACC, in exchange for
issuance by the Company of previously unissued "restricted" common
stock. The relevant terms of the proposed transaction require the
Company to (i) undertake a forward split of its issued and
outstanding common shares, whereby two (2) shares of common stock
ar proposed to be issued in exchange for each share of common stock
then issued and outstanding; and (ii) thereafter, issue to the ACC
shareholders an aggregate of 9,000,000 "restricted" common shares,
7
<PAGE>
representing 90% of the Company's then outstanding common stock, in
exchange for all of the issued and outstanding shares of ACC.
The proposed share exchange is subject to satisfaction of
certain conditions, including completion of due diligence
activities, the approval of the transaction by all of the ACC
shareholders and the approval of the proposed transaction by the
shareholders of the Company. If the proposed transaction with ACC
is consummated, the present officers and directors of the Company
are expected to resign their respective positions with the Company,
to be replaced by the present management of ACC. If these
conditions are met, it is expected that the proposed transaction
with ACC will close in June 1998. However, there are no assurances
that the proposed transaction will close or that any unforeseen
delay will occur.
In the event the aforesaid transaction does not close, management
of the Company will continue to have discussions with other
potential merger or acquisition candidates. In the event the
Company does enter into an agreement with such a third party, the
Board of Directors does intend to obtain certain assurances of
value of the target entity assets prior to consummating such a
transaction, with further assurances that an audited financial
statement would be provided within sixty days after closing of such
a transaction. Closing documents relative thereto will include
representations that the value of the assets conveyed to or
otherwise so transferred will not materially differ from the
representations included in such closing documents, or the
transaction will be voidable.
The Company has no full time employees. The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These
officers anticipate that the business plan of the Company can be
implemented by their devoting approximately 20 hours per month to
the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers.
Because the Company presently has nominal overhead or other
material financial obligations, management of the Company believes
that the Company's short term cash requirements can be satisfied by
management injecting whatever nominal amounts of cash into the
Company to cover these incidental expenses. There are no
assurances whatsoever that any additional cash will be made
available to the Company through any means.
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming change
8
<PAGE>
in the century. If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000. As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue. Because the Company has no assets,
including any personal property such as computers, it is not
anticipated that the Company will incur any negative impact as a
result of this potential problem. However, it is possible that
this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition. Management
intends to address this potential problem with any prospective
merger or acquisition candidate. There can be no assurances that
new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is so consummated.
ITEM 7. FINANCIAL STATEMENTS
9
<PAGE>
TARCYN CORPORATION
Audited Financial Statements
For the Years Ended March 31, 1998 and 1997
and the Period March 18, 1993 (Inception)
through March 31, 1998
10
<PAGE>
Tarcyn Corporation
TABLE OF CONTENTS
Page
----
Independent Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flow F-4
Statement of Shareholders' Equity F-5
Notes to the Financial Statements F-6 to F-8
11
<PAGE>
Kish, Leake & Associates P.C.
Certified Public Accountants
J.D.Kish, C.P.A., M.B.A. 7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
------------------------- Telephone (303) 779-5006
Facsimile (303) 779-5724
Independent Auditors' Report
----------------------------
We have audited the accompanying balance sheet of Tarcyn
Corporation (a Developmental Stage Company), as of March 31, 1998
and the related statements of income, shareholders' equity, and
cash flows for the fiscal years ended March 31, 1998 and 1997 and
period March 18, 1993 (Inception) through March 31, 1998. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we 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 used and the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tarcyn
Corporation at March 31, 1998 and the results of its operations and
its cash flows for the fiscal years ended March 31, 1998 and 1997
and the period March 18, 1993 (Inception) through March 31, 1998 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 5, the Company is in the development stage and has no
operations as of March 31, 1998. The deficiency in working capital
as of March 31, 1998 raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these
matters are described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
s/Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
June 30, 1998
F-1
12
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Balance Sheet
- ---------------------------------------------------------------
March
NOTES 31, 1998
----- --------
<S> <C> <C>
ASSETS $ 0
========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable 1,000
--------
SHAREHOLDERS' EQUITY 1,2
Preferred Stock, .01 Par Value
Authorized 25,000,000 Shares; Issued -
And Outstanding -0- Shares
Common Stock, No Par Value
Authorized 100,000,000 Shares; Issued
And Outstanding 500,000 Shares 500
Additional Paid In Capital
On Preferred Stock 0
Deficit Accumulated During
The Development Stage (1,500)
--------
TOTAL SHAREHOLDERS' EQUITY (1,000)
--------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 0
========
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-2
13
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Statement Of Operations
- -----------------------------------------------------------------
March
18, 1993
(Inception)
Through
March March March
NOTES 31, 1998 31, 1997 31, 1998
----- -------- -------- --------
<S> <S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
-------- -------- --------
Expenses:
Accounting 1,000 1,000
Office 0 0 500
-------- -------- --------
Total 1,000 0 1,500
-------- -------- --------
Net (Loss) $ (1,000) $ 0 $ (1,500)
======== ======== ========
Net (Loss) Per
Common Share 1 $ 0.00 $ 0.00 ($ 0.00)
======== ======== ========
Common Shares
Outstanding 2 500,000 500,000 500,000
======== ======== ========
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-3
14
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Statement Of Cash Flows
- -----------------------------------------------------------------
March
18, 1993
(Inception)
Through
March March March
NOTES 31, 1998 31, 1997 31, 1998
----- -------- -------- --------
<S> <C> <C> <C> <C>
Net (Loss) Accumulated
During The Development
Stage $ 1,000 $ 0 $ (1,500)
Issuance Of Common Stock
Not For Cash 0 0 500
-------- -------- --------
Cash Flows From Operations (1,000) 0 (1,000)
-------- -------- --------
Cash Flows From Financing
Activities:
Issuance Of Common Stock 0 0 0
-------- -------- --------
Cash Flows From Financing 0 0 0
-------- -------- --------
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
-------- -------- --------
Cash At End Of Period $ 0 $ 0 $ 0
======== ======== ========
Non - Cash Activities:
Stock Issued For Cash
Advances & Services $ 0 $ 0 $ 500
======== ======== ========
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-4
15
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
- ----------------------------------------------------------------------
Deficit
Accumulated
Number Of During The
Common Common Development
Notes Shares Stock Stage Total
----- --------- ------ ----------- -------
<S> <C> <C> <C> <C> <C>
Balance At
March 18, 1993 0 $ 0 $ 0 $ 0
Issuance Of
Common Stock: 1,2
March 1993 For
Cash Advances
& Services At
$.001 Per Share 500,000 500 0 500
Net (Loss) (500) (500)
--------- ------ ---------- -------
Balance At March
31, 1994, 1995,
1996 & 1997 500,000 $ 500 $ (500) $ 0
Net (Loss) (1,000) (1,000)
--------- ------ ---------- -------
Balance at March
31, 1998 500,000 $ 500 $ (1,500) $(1,000)
========= ====== ========== =======
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-5
16
<PAGE>
Tarcyn Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1998 and 1997
- --------------------------------------------------
Note 1 - Organization and Summary of Significant Accounting Policies
- --------------------------------------------------------------------
Organization:
On March 18, 1993, Tarcyn Corporation (the Company) was incorporated
under the laws of Colorado to engage in all aspects of investment
banking or any other lawful business.
Development Stage:
The company entered the Development stage in accordance with SFAS No. 7
on March 18, 1993. Its purpose is to evaluate, structure and complete
a merger with, or acquisition a privately owned corporation.
Statement of Cash Flows:
For the purpose of the statement of cash flows, the company considers
demand deposits and highly liquid-debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Cash paid for interest in fiscal year ended March 31, 1998 and 1997 was
$-0-. Cash paid for income taxes in fiscal year ended March 31, 1998
and 1997 was $-0-.
Net (Loss) per Common Share:
Net (Loss) per common share is computed by dividing the net loss for the
period by the number of shares outstanding at March 31, 1998 and March
31, 1997.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts. Actual results could
differ from those estimates.
F-6
17
<PAGE>
Tarcyn Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1998 and 1997
- --------------------------------------------------
Note 2 - Capital Stock and Capital in Excess of Par Value
- ---------------------------------------------------------
The Company initially authorized 1,000,000 shares of $.001 par value
common stock. In March, 1993, the company issued 10,000 shares of
common stock for services valued at $500 for cash advances paid on
behalf of the Company and services. On November 12, 1993, the Board of
Directors authorized a 50 to 1 forward split. In November 1996, the
Company amended its Articles of Incorporation and authorized 100,000,000
shares of no par value common stock and 25,000,000 shares of $.01 par
value preferred stock.
Note 3 - Related Party Events
- -----------------------------
The Company maintains a mailing address at an officers place of
business. This address is located in Aurora, Colorado. At this time
the Company has no need for an office. As of March 31, 1998 management
has incurred a minimal amount of time and expense on behalf of the
Company.
Note 4 - Income Taxes
- ---------------------
At March 31, 1997, the company had net operating loss carryforwards
available for financial statement and Federal income tax purposes of
approximately $500 which, if not used, will expire in the year 2009.
The Company follows Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes" (SFAS #109), which requires, among
other things, an asset and liability approach to calculating deferred
income taxes. As of March 31, 1998, the Company has a deferred tax
asset of $10 primarily for its net operating loss carryforward which has
been fully reserved through a valuation allowance. The change in the
valuation allowance for 1998 is $-0-.
Note 5 - Basis of Presentation
- ------------------------------
In the course of its development activities the Company has sustained
continuing losses and expects such losses to continue for the
foreseeable future. The Company's management plans on advancing funds
on an as needed basis and in the longer term, revenues from the
operations of a merger candidate, if found. The Company's ability to
continue as a going concern is dependent on these additional management
advances, and, ultimately, upon achieving profitable operations through
a merger candidate.
F-7
18
<PAGE>
Tarcyn Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1997 and 1996
- --------------------------------------------------
Note 6 - Subsequent Events
- --------------------------
On May 8, 1998, the Company entered into a letter of intent with Access
Communications Corp. ("ACC"), a privately held Delaware corporation,
whereby the Company agreed in principle to acquire all of the issued and
outstanding shares of ACC in exchange for issuance by the Company of
previously unissued "restricted" common stock. The relevant terms of
the proposed transaction requires the Company to (i) undertake a forward
split of its issued and outstanding common shares, whereby two (2)
common shares shall be issued in exchange for each common share then
issued and outstanding, in order to establish the number of common
shares issued and outstanding at closing to be 1,000,000; and (ii) issue
to the ACC shareholders an aggregate of 9,000,000 "restricted" common
shares, representing 90% of the Company's then outstanding common stock,
in exchange for all of the issued and outstanding shares of ACC.
F-8
19
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors are elected for one-year terms or until the next
annual meeting of shareholders and until their successors are duly
elected and qualified. Officers continue in office at the pleasure
of the Board of Directors.
The Directors and Officers of the Company as of the date of
this report are as follows:
Name Age Position
________________ ___ _________________________
Andrew I. Telsey 45 President, Director
Darlene D. Kell 52 Secretary, Director
All Directors of the Company will hold office until the next
annual meeting of the shareholders and until successors have been
elected and qualified. Officers of the Company are elected by the
Board of Directors and hold office until their death or until they
resign or are removed from office.
There are no family relationships among the officers and
directors. There is no arrangement or understanding between the
Company (or any of its directors or officers) and any other person
pursuant to which such person was or is to be selected as a
director or officer.
(b) Resumes:
Andrew I. Telsey, President and a director. Mr. Telsey has
held his positions with the Company since its inception. From 1984
through the present, Mr. Telsey has been employed by Andrew I.
Telsey, P.C., Aurora, Colorado, a professional corporation engaged
in the practice of law, emphasizing securities law, mergers,
acquisitions and general business matters. This firm is also legal
counsel to the Company. Mr. Telsey received a Juris Doctor degree
from Syracuse University College of Law in 1979 and a Bachelor of
Arts degree from Ithaca College in 1975. He devotes only such time
as necessary to the business of the Company, which is not expected
to exceed 20 hours per month.
20
<PAGE>
Darlene D. Kell, Secretary. Ms. Kell has held her position
with the Company since March 1996. Since September 1994, Ms. Kell
has been employed as a paralegal and office manager for two
attorneys located in Aurora, Colorado, including Mr. Telsey.
Prior, from October 1993 to August 1994, Ms. Kell was employed as
a paralegal/office manager for Wherry & Wherry, P.C., a law firm
located in Denver, Colorado. From May 1993 to September 1993, Ms.
Kell was self-employed, offering free-lance secretarial, paralegal
and bookkeeping services in Denver, Colorado. Prior thereto, from
January 1993 through May 1993, Ms. Kell was employed as a
paralegal/office manager for A. Thomas Tenenbaum, P.C., Denver,
Colorado and with Dihle & Co., P.C., Denver, Colorado, from July
1991 through December 1992. She devotes only such time as
necessary to the business of the Company, which is not expected to
exceed 10 hours per month.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors and person who own more than 10%
of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission,
provided that there were any changes to such persons respective
stock holdings in the Company during the previous fiscal year.
Based upon information provided to the Company, there have been no
changes in the securities holdings of any person during the past
fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for
services to the Company for the year ended March 31, 1998 of the
chief executive officer of the Company.
21
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
_____________________ ____________________ _______
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
__________ ____ ______ _____ ______ ________ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew I.
Telsey,
President & (1)(2)
Director 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
_________________________
<F1>
(1) Mr. Telsey did not receive any salary during the fiscal year ended March
31, 1998 from the Company.
<F2>
(2) It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during the fiscal year ended March
31, 1999, except in the event the Company successfully consummates a
business combination.
</TABLE>
The Company maintains a policy whereby the directors of the
Company may be compensated for out of pocket expenses incurred by
each of them in the performance of their relevant duties. The
Company did not reimburse any director for such expenses during the
fiscal year ended March 31, 1998.
In addition to the cash compensation set forth above, the
Company reimburses each executive officer for expenses incurred on
behalf of the Company on an out-of-pocket basis. The Company
cannot determine, without undue expense, the exact amount of such
expense reimbursement. However, the Company believes that such
reimbursements did not exceed, in the aggregate, $1,000 during
fiscal year 1998.
There are no bonus or incentive plans in effect, nor are there
any understandings in place concerning additional compensation to
the Company's officers.
22
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) and (b) Security Ownership of Certain Beneficial Owners
and Management.
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as by all directors and officers of the issuer. Unless otherwise
indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
Name and Amount and
Address of Nature of
Title Beneficial Beneficial Percent of
of Class Owner Owner Class
________ _________________________ __________ __________
Common Andrew I. Telsey 325,000 65%
2851 South Parker Road
Suite 720
Aurora, CO 80014
Common Darlene D. Kell 25,000 5%
2851 South Parker Road
Suite 720
Aurora, CO 80014
Common All Officers and 350,000 70%
Directors as a
Group (2 persons)
The balance of the Company's outstanding Common Shares are
held by 7 persons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
23
<PAGE>
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
3.1* Certificate and Articles of Incorporation
3.2* Bylaws
EX-27 Financial Data Schedule
* Filed with the Securities and Exchange Commission in the Exhibits
to Form 10-SB, filed on May 27, 1997, and are incorporated by
reference herein.
(b) Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K during the
last quarter of the fiscal year ended March 31, 1998.
24
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on
June 30, 1998.
TARCYN CORPORATION
(Registrant)
By: s/Andrew I. Telsey
-------------------------------
Andrew I. Telsey, President
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities indicated on June 30, 1998.
s/Andrew I. Telsey
- ------------------------------
Andrew I. Telsey,
President and Director
s/Darlene D. Kell
- ------------------------------
Darlene D. Kell,
Secretary and Director
25
<PAGE>
TARCYN CORPORATION
Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended March 31, 1998
EXHIBITS Page No.
EX-27 Financial Data Schedule 27
26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MARCH 31, 1998, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,000
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (1,500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
