TARCYN CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
COMMISSION FILE NUMBER 0-22607
INFORMATION 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 February 5, 1999 to holders
of record on February 3, 1999 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 February
15, 1999.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the
Company and CreditCo, Inc., a Delaware corporation ("CreditCo"), the Company
has agreed to acquire all of CreditCo's issued and outstanding shares of
common stock (collectively, the "CreditCo Stock") in exchange for an
aggregate of 13,500,000 "restricted" shares of the Company's Common Stock
(the "Transaction"). CreditCo, which does business under the tradename
"MerchantOnline", provides electronic payment solutions for merchants that
market and sell their products and services on the Internet. The
Electronic-Commerce services (E-Commerce) provided by MerchantOnline
include allowing merchants to accept credit cards, debit cards and online
checks from customers in a secure, technologically advanced environment.
MerchantOnline also markets related Internet services, including electronic
shopping carts, web site development and hosting. It is the intention of the
company to grow into a full service provider of Internet commerce services.
The company is based in Boca Raton, Florida.
As of the date of this Information Statement, there are 500,000 shares
of the Company's Common Stock issued and outstanding. As part of the terms
of the proposed Transaction, the Company will undertake a forward split of
its issued and outstanding common stock whereby three (3) shares of common
stock will be issued in exchange for each share then outstanding, in order to
establish the number of issued and outstanding common shares at closing to be
1,500,000. Accordingly, if all of the issued and outstanding shares of
CreditCo Stock are exchanged for the Company's Common Stock, the holders
thereof will own 90% of the Company's 15,000,000 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 CreditCo's management (see "Directors and Executive Officers and Related
Transactions"). The Company will also change its fiscal year end from March
31 to October 31, in order to coincide the Company's fiscal year end with
that of CreditCo.
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,
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but cannot assure, that the Agreement will be executed on or about February
15, 1999, with the closing to occur shortly thereafter.
Reason for Information 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 Information Statement is being filed with the
Commission and sent to stockholders in compliance with that Rule.
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>
Tarek S. Kirschen President, Director 8,100,000 54%
5390 214th Court South
Boca Raton, FL 33486
Steven E. Landau - 4,050,000 27%
2 Winston Court
Dix Hills, NY 11746
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<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>
All Proposed Directors 8,100,000 54%
and Officers as a
Group (1 person)
- ----------------------
</TABLE>
Mr. Kirschen is Mr. Landau's son-in-law.
Directors and Executive Officers and Related Transactions
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
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.
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.
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
Tarek S. Kirschen 37 President, Director
The Company has been advised by management of CreditCo that it intends
to add additional directors shortly after consummation of the Transaction.
However, as of the date of this Information Statement, no definitive
arrangement in this regard has been made or agreed upon.
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Resumes:
Tarek S. Kirschen is a founder and has served as President and CEO of
CreditCo, Inc. since its inception in November 1997. Mr. Kirschen is an
entrepreneur with experience in marketing and management of technology-based
companies. Prior, from May 1997 through November 1997, Mr. Kirschen was
employed as President of Worldnetcard, Inc., Miami, Florida, a company which
issued secure credit cards over the Internet. From January 1997 through April
1997, Mr. Kirschen was self-employed as a consultant to Net-Tel, Inc., Miami,
Florida, a long distance telephone reseller. From February 1993 through
December 1996, Mr. Kirschen was vice president of Marketing for Worldtel
Saver, Inc., Miami, Florida, a company which sold pre-paid telephone calling
cards. Mr. Kirschen is a member of the FISPA (Florida Internet Service
Provider Association), ISOC (The Internet Society), and the Boca Raton Chamber
of Commerce. In 1982, Mr. Kirschen graduated from Karlsruhe University,
Karlsruhe, Germany.
Compensation
During the last fiscal year, Mr. Kirschen drew 58,000 in salaries or
other compensation. It is anticipated that Mr. Kirschen will commence to draw
a salary of $125,000 per year following the closing of the Transaction
proposed herein.
CreditCo 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 CreditCo.
Related Party Transactions
As of the date hereof, none of CreditCo, Inc.'s present directors,
officers, 5% or greater shareholders or any affiliate thereof either
individually or through ownership of a controlling interest in any company or
other entity engages in business with CreditCo, Inc.
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
March 31, 1998, 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 March 31, 1998, or subsequent thereto. 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 1998 fiscal year, or subsequent thereto.
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.
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Section 16(a) Beneficial Ownership
Reporting Compliance
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 solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no forms were
required for those persons, the Company believes that during the 1998 fiscal
year all filing requirements applicable to Officers, Directors and greater
than 10% beneficial owners were complied with.
Dated: February 5, 1999.
TARCYN CORPORATION
s/Andrew I. Telsey
Andrew I. Telsey, President
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