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MCI Licensing – ‘SC 13D’ on 6/28/99 re: Tecfin Corp

On: Monday, 6/28/99 · Accession #: 1013762-99-107 · File #: 5-34704

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/28/99  MCI Licensing                     SC 13D                 1:41K  Tecfin Corp                       MDM Corp Elec Fi… Inc/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      C:\Myfiles\Sch-13D                                    19     65K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquiror Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer Identity and Background Interest in Securities of the Issuer Materials to be filed as Exhibits Purpose of Transactions Security and Issuer Source and Amount of Funds or Other Consideration Stockholder
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transactions
5	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
"	Item 7. Materials to be filed as Exhibits
18	Acquiror
"	Stockholder

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                                            OMB APPROVAL
                                                     OMB Number: 3235-0145
                                                        Estimated average burden
                                                   hour per form 14.90

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. )*

TECFIN CORPORATION
(Name of Issuer)

Common Stock
 Title of Class of Securities)

 878227-10-7
(CUSIP Number)

     Steven Morse,  Esq.,  Lester Morse P.C., 111 Great Neck Rd., Great Neck, NY
11021 (516-487-1446) (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)                                             

 June 14, 1999
 (Date of Event which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.  

     Check the following  box if a fee is being paid with the statement  |_|. (A
fee is not required only if the reporting person:  (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)                                                               

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule  13d-1(a)  for other  parties to whom copies are
sent.                                                                           

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.                               

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act ("ACT") or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

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SCHEDULE 13D

CUSIP No. 878227-10-7                                        Page 3 of 5 Pages  

1     NAME OF REPORTING PERSON                                            
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

MIC Leasing  ID# 13-2962914                                   

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)|X|              
                                              (b)|_|
3 SEC USE ONLY                                                                  

4     SOURCE OF FUNDS*                                                    

Not Applicable.                                               

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)                      |_|                   

6     CITIZENSHIP OR PLACE OF ORGANIZATION                                

New York                                                      

7         SOLE VOTING POWER         
NUMBER OF                                                             
SHARES                        -0-                                   
BENEFICIALLY                                                              
OWNED BY                                                              
EACH                                                              
REPORTING                                                             
PERSON                                                              
WITH                                                              
8         SHARED VOTING POWER       

9         SOLE DISPOSITIVE POWER    

-0-       

10         SHARED DISPOSITIVE POWER   

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     

-0-                                                 

    12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             |X|

       Shares owned individually by Sanders H. Wallick and James Wallick

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               

-0-%                                                

14     TYPE OF REPORTING PERSON*                                        

CO                                                        

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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SCHEDULE 13D

CUSIP No. 878227-10-7                                          Page 4 of 5 Pages

1     NAME OF REPORTING PERSON                                            
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Sanders H. Wallick  - S.S. No.                                

   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                (a)|X|
                                                                          (b)|_|
3     SEC USE ONLY                                                        

4     SOURCE OF FUNDS*                                                    

Services rendered                                             

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
         TO ITEMS 2(d) OR 2(e)                                               |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION                                

U.S.A.                                                        

7         SOLE VOTING POWER         
NUMBER OF                                                             
   SHARES                    9,533,333 (assuming the issuance of 4,400,000
BENEFICIALLY                 shares pursuant to a consulting agreement)   
OWNED BY                                                              
EACH                                                              
REPORTING                                                             
PERSON                                                              
WITH                                                              

8         SHARED VOTING POWER       

9         SOLE DISPOSITIVE POWER    

                             9,533,333 (assuming the issuance of 4,400,000
               shares pursuant to a consulting
agreement)      

10         SHARED DISPOSITIVE POWER   

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     

              9,533,333 (assuming the issuance of 4,400,000 shares pursuant to a
consulting agreement)                               

    12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                       |X|

       Shares owned individually by Sanders H. Wallick and James Wallick

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               

13.9%                                               

14     TYPE OF REPORTING PERSON*                                        

IN                                                        

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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SCHEDULE 13D

CUSIP No. 878227-10-7                                      Page 5 of 5 Pages    

Item 1.           Security and Issuer                                           

         This statement  relates to the Common Stock of Tecfin  Corporation (the
"Issuer").  The Issuer's executive office is located at 107 Northern  Boulevard,
Great Neck, NY 11021.                                                           

Item 2.           Identity and Background                                       

                Sanders H. Wallick - Indirect 50% owner of MIC Leasing Corp.

(a)      Sanders H. Wallick                                   

(b)      107 Northern Boulevard, Great Neck, NY 11021         

(c)      CEO of MIC Leasing Corp.                             

(d)      Not applicable.                                      

(e)      Not applicable.                                      

(f)      U.S.A.                                               

MIC Leasing Corp.                           

(a)      MIC Leasing Corp.                                    

(b)      107 Northern Boulevard, Great Neck, NY 11021         

(c)      Principal Stockholder                                

(d)      Not applicable.                                      

(e)      Not applicable.                                      

(f)      New York                                             

Item 3.           Source and Amount of Funds or Other Consideration             

Not applicable                              

Item 4.           Purpose of Transactions                                       

                  The  purpose  of the  transaction  is a  sale  of  control  of
                  business  to  Lakewood  Management,   Inc.  and  a  change  in
                  management as contemplated by the agreement which includes the
                  resignations  of  Sanders  H.  Wallick  and James  Wallick  as
                  directors  of the  Company  and  changes  in  officers  of the
                  Issuer. Contemporaneously with the sale of control, the Issuer
                  retained  Mr.  Sanders  H.  Wallick  as a  consultant  to  the
Company.                                    

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SCHEDULE 13D

CUSIP No. 878227-10-7                                         Page 6 of 5 Pages 

Item 5.           Interest in Securities of the Issuer                          

                  (a) - (b) As of June  21,  1999,  the  Issuer  has  68,605,721
                  shares of Common Stock  outstanding after giving effect to the
                  issuance of 4,400,000 shares to Mr. Sanders H. Wallick. Of the
                  68,605,721  shares of Common  Stock,  zero shares are owned by
                  MIC  Leasing  Corp.  and  9,533,333  shares  are  owned by Mr.
                  Sanders H. Wallick.  Such 9,533,333  shares represent 13.9% of
                  the outstanding  Common Stock.  Mr. Sanders H. Wallick has the
                 sole right to vote and right to dispose of such Common Stock.

                  (c) On June 14, 1999, MIC Leasing Corp. sold 22,075,834 shares
                  for $110,000.  On the same date,  Mr.  Sanders H. Wallick,  an
                  executive  officer of the Issuer,  acquired  4,400,000  shares
                  from the Issuer pursuant to a consulting agreement approved by
the Issuer's board of directors.            

(d)  Not Applicable                         

                  (e) MIC Leasing Corp. has ceased being a beneficial  holder of
                  more than 5% of the Issuer's Common Stock,  but Mr. Sanders H.
                  Wallick  continues  to own  greater  than  5% of the  Issuer's
outstanding Common Stock.                   

Item 6.           Contracts, Arrangements, Understandings or Relationships with 
Respect to the Securities of the Issuer     

                  Sanders  H.  Wallick  and  James  Wallick,  each  own 50% of a
                  corporation  that owns 100% of MIC  Leasing  Corp.  Sanders H.
                  Wallick  and  James  Wallick  are  executive  officers  of MIC
                  leasing  Corp.  Both Sanders H. Wallick and James Wallick were
                  directors of the Issuer and on June 14, 1999,  they  submitted
                  their  resignations  as directors.  Mr.  Wallick,  the CEO and
                  President of the Issuer,  agreed to serve as Vice President of
           the Issuer for a transition period until July 24, 1999.

Item 7.           Materials to be filed as Exhibits                             

                Stock Purchase Agreement, Consulting Agreement and Amendment
thereto                                     

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Signature 

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Dated:  June 22, 1999                                                           

Reporting Person:    MIC Leasing Corp.                                          

Signature By:       /s/ Sanders H. Wallick                                      
Sanders H. Wallick, President           

Reporting Person:   Sanders H. Wallick                                          

/s/ Sanders H. Wallick                  
Sanders H. Wallick                      

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STOCK PURCHASE AGREEMENT

     THIS STOCK  PURCHASE  AGREEMENT  is entered  into as of this  ______ day of
June,  1999 by and between MIC LEASING  CORP., a Delaware  corporation,  being a
Stockholder of TECFIN CORPORATION,  a Delaware corporation (hereinafter referred
to as the "Stockholder") and LAKEWOOD  MANAGEMENT,  INC., a Florida  corporation
(hereinafter referred to as the "Acquiror").                                    

 WITNESSETH:

     WHEREAS,  the Stockholder owns 22,075,834  shares of common stock of Tecfin
Corporation  (hereinafter  referred to as the "Company") which represents 34.38%
of the issued and outstanding common stock of the Company (the "Company Stock");
and                                                                             

     WHEREAS,  the Stockholder desire to sell the aforesaid 22,075,834 shares of
the Company  Stock and Acquiror  desires to purchase the Company  Stock owned by
Stockholder,  it being understood that closing of this transaction is subject to
compliance with applicable federal and state securities laws and regulations;   

     NOW THEREFORE,  in consideration of the foregoing,  and the mutual promises
and agreements set forth hereinbelow, and other good and valuable consideration,
each to the other paid, receipt and sufficiency of which is hereby acknowledged,
Stockholder and Acquiror hereby covenant and agree as follows:                  

Section 1.  Purchase and Sale of Stock.                       

         1.1.  Subject to the terms and conditions set forth in this  Agreement,
the Stockholder signatory hereto hereby agrees to sell, transfer,  and convey to
Acquiror  on the  Closing  Date,  free and  clear  of all  liens,  pledges,  and
encumbrances of every kind, character and description  whatsoever,  and Acquiror
agrees to purchase from each  Stockholder on the Closing Date, the Company Stock
described hereinabove.                                                          

         1.2.  Subject  to the  terms of this  Agreement,  and in  reliance  the
representations,  warranties, and covenants of the Company contained herein, and
in  consideration of the conveyance and delivery of the Company Stock referenced
in Section 1.1  hereinabove,  Acquiror  hereby agrees to pay to  Stockholder  at
Closing  $110,000.00  in the form of a promissory  note which shall  contain the
following  terms and  specifications.  The  promissory  note shall  provide  for
interest on the outstanding balance at the rate of six percent (6%) per annum or
one-half of one  percent  (0.5%) per month  until paid in full.  Interest  shall
accrue on the outstanding balance and shall be paid on a semi-annually on July 1
and January 1 of each calendar year until  maturity.  The promissory  note shall
mature on July 1, 2001, at which time the entire principal  balance plus accrued
interest  thereon shall be due and payable in full. The promissory note shall be
in a form and subject to the terms contained in Exhibit 1.2 attached hereto. The
obligation  evidenced  by the  promissory  note  shall be  secured by a personal
guaranty of the obligation from Robert H.                                       
Bartlett.                                                                       

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         1.3 The Company Stock has not been registered  under the Securities Act
of 1933, as amended, or any state securities regulatory statute in reliance upon
certain  exemptions from registration  under said laws. The Company Stock are as
"restricted securities" under SEC Rule 230.144 under the Securities Act of 1933.
Under SEC Rule  230.144,  there are  substantial  restrictions  on resale of the
Company Stock.  Under SEC Rule 230.144,  there are  substantial  restrictions on
resale of the Acquiror Stock. The Acquiror hereby acknowledges and confirms that
it is a sophisticated and/or accredited investor as defined under the Securities
Act of 1933 and is acquiring the Company Stock for its account only and not with
a view toward  resale,  distribution,  subdivision,  or  fractionalization,  and
further acknowledge and confirm that they have no plans or intentions,  and have
not entered into any contract, undertaking, agreement or arrangement for resale,
distribution, subdivision, or fractionalization.                                

         1.4. Each  certificate  representing the Company Stock issued under the
terms of this  Agreement,  and any other  securities  issued in  respect  of the
shares of Company  Stock in  connection  with any stock split,  stock  dividend,
recapitalization,  merger,  consolidation,  or similar event (unless such shares
are registered  under the  Securities Act of 1933),  shall be imprinted with and
bear a legend  substantially  in the  following  form (in  addition to any other
legend required under applicable state corporation or securities laws):         

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
1933 OR ANY STATE  SECURITIES  LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT AS TO THESE SECURITIES UNDER
SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAW OR AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.             

Section 2.  Closing Date.                                     

         2.1.  Closing.  The  purchase and sale  provided for in this  Agreement
shall be closed on June 14, 1999  (hereinafter  referred to as the "Closing") in
the offices of Lester Morse,  Esq.,  Attorney at Law, 111 Great Neck Road, Suite
420, Great Neck, New York 11021 (hereinafter referred to as the "Escrow Agent").

         2.2.  Delivery by Stockholder at Closing.  At Closing,  the Stockholder
shall deliver to Acquiror the following documents:                              

                  A. Certificates  evidencing and representing 22,075,834 shares
of the issued and  outstanding  Company Stock,  all of which is being to sold to
the Acquiror  hereunder,  duly endorsed in blank or  accompanied by stock powers
duly executed in blank in proper form for transfer, free and clear of all liens,
claims, charges or encumbrances of any kind or nature.                          

                  B.  Resignations of the current  officers and directors of the
Company.                                                                        

 2

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                  C. A consent resolution executed by resigning directors of the
Company  appointing  nominees of Acquiror  as  directors  of the Company to fill
vacancies caused by the resignations of the directors required hereunder.       

                  D. A list of the shareholders of the Company  certified by the
transfer agent of the Company and dated of as June 4, 1999.                     

         Subsequent to Closing,  the  Stockholder  shall deliver to Acquiror the
following documents:                                                            

                  E. A certificate  of good standing  issued by the  appropriate
government  agency  certifying that the Company is in good standing in its state
of incorporation.                                                               

                  F. All  original  corporate  records  and minute  books of the
Company,  including  the  articles of  incorporation,  by-laws,  proceedings  of
corporate  meetings of  shareholders  and directors  from 1991 to date,  and tax
returns,  annual  registration  filings and  franchise  tax returns from 1991 to
date.                                                                           

     2.3. Delivery by Acquiror at Closing. At Closing, Acquiror shall deliver to
Stockholder:                                                                    

                  A. An  executed  Promissory  Note  in the  form  specified  in
Section 1.2 hereinabove and Exhibit 1.2 attached hereto.                        

                  B. A  Consulting  Agreement  in the form set forth in  Exhibit
2.3.B  retaining  Sanders H. Wallick as a consultant to the Company for a period
of six months following the closing of the transaction hereunder, said agreement
to provide,  among other things,  for the payment of  $322,000.00 in cash on the
Closing Date and  delivery of 30,000  shares of  post-split  common stock of the
Company  (the  "Consultant  Stock")  to be  delivered  to  the  Consultant  upon
completion  of  a  proposed  reverse  split   contemplated   under  Section  7.4
hereinbelow  but in no event later than the  termination  date of the Consulting
Agreement six months following the Closing of this transaction  hereunder.  From
this amount,  the Agreement shall provide that the Company may offset the amount
of  $172,000.00,  representing  an obligation  owed by the Apple  Chevrolet,  an
affiliate of the Stockholder who is also guarantor of said indebtedness,  to the
Company.  The  intended  recipient  of the fees under the  Consulting  Agreement
expressly  consents to and  affirms  the right of offset by the Company  granted
herein.  Following  issuance  of the  Consultant  Stock  and at such time as the
Company is permitted  under the provisions of the Securities Act of 1933 and the
regulations  thereunder,   the  Acquiror  will  cause  the  Company  to  file  a
Registration  Statement on the Form S-8 the register  the  Consultant  Stock for
resale, subject to compliance with the requirements for the use of said form for
such purposes.                                                                  

                  C. The amount of $322,000.00, less the amount of any offset as
agreed in the Consulting  Agreement.  The funds shall be may be wire transferred
to Stockholder's counsel no later than 11 a.m. CDT on June 15, 1999.            

 3

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                  D. A General  Discharge  and  Release of  indebtedness  of the
aforesaid  affiliate of Stockholder in the principal  amount of $160,000.00 plus
accrued interest of $12,000.00,  the execution of which shall be ratified by the
new board of  directors  of the  Company  appointed  pursuant  to Section  2.2.c
hereinabove.                                                                    

     Section 3.  Representations  and  Warranties of  Stockholder  Regarding the
Company Stock.                                                                  

         3.1. Ownership of Company Stock. Stockholder represents and warrants to
Acquiror that, as of the date hereof, it is, and on the Closing Date, it will be
the owner of the  number  of  shares of  Company  Stock  being  sold  hereunder.
Stockholder  hereby further represents and warrants to Acquiror that it has good
and marketable  title the aforesaid  Company Stock and has the absolute right to
sell,  assign,  and transfer the Company Stock to Acquiror free and clear of all
liens, pledges, and encumbrances of any kind or nature.                         

         3.2.  Defaults.  The  execution  and  delivery  of  this  Agreement  by
Stockholder  does not, and the  consummation  of the  transactions  contemplated
hereby  will not,  violate or  constitute  an  occurrence  of default  under any
provision of or conflict  with or give rise to a right by any party to terminate
its obligations under any agreement, instrument, or any order, judgment, decree,
or other arrangement to which Stockholder is a party or is bound or by which any
assets of Stockholder would be adversely affected.                              

         3.3.  Authorizations  and Consents.  The  Stockholder  has obtained any
authorizations  required in order to execute this  Agreement and  consummate the
transactions  contemplated  under this Agreement and no other  authorizations or
consents of any other party are required to consummate same. The Stockholder has
the full power,  in accordance  with applicable law, to execute and perform this
Agreement,  and  such  execution  and  performance  does not  conflict  with any
organizational  instrument  of the  Stockholder.  The  appropriate  officers and
directors of the Stockholder  have authorized this Agreement,  the  transactions
contemplated  herein,  and the execution  and delivery of this  Agreement by the
Stockholder.                                                                    

     Section 4. Representations and Warranties of the Stockholder  Regarding the
Company.  The  Stockholder  represents and warrants the following  regarding the
Company:                                                                        

     4.1.  Organization  and  Existence.  The  Company  is  a  corporation  duly
organized  on February  23, 1981 and is validly  existing  and in good  standing
under the laws of the State of Delaware.  The Company has the corporate power to
own property and assets and has the corporate power to carry on the business now
being  conducted by the Company.  Further,  the Company is duly  qualified to do
business and is in good  standing in every  jurisdiction  in which the nature of
its business makes such qualification necessary.                                

     4.2.  Capital  Structure.  Pursuant to its Articles of  Incorporation,  the
Company is  authorized  to issue One  Hundred  Million  (100,000,000)  shares of
common stock, par value                                                         

 4

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$0.0001 per share,  Sixty-Four  Million Two Hundred Five Thousand  Seven Hundred
Twenty-One  (64,205,721) shares of which are issued and outstanding,  fully paid
and  non-assessable.  The  Company  has  250,000  shares of its common  stock in
treasury.  There are no other authorized or outstanding equity securities of any
class or of any kind or character of the Company,  and there are no  outstanding
subscriptions  obligating  the  Company  to issue any  additional  shares of its
common  stock of any class,  or any  options,  rights or warrants  with  respect
thereto, or any securities convertible into any shares of stock of any class.   

         4.3.  Reporting  Compliance.  The Company files reports with the United
States Securities and Exchange  Commission under the Securities  Exchange Act of
1934 and, as of the date of closing,  will be in full compliance with the filing
requirements of said Act and all reports required thereunder will be current.   

         4.4.  Subsidiaries.  The Company has one subsidiary at the date of this
Agreement,  TecFin  Capital  Corp.  During  the past  three  fiscal  years,  the
aforesaid  subsidiary  has not  generated  any new  business  or  conducted  any
meaningful business  operations.  The shares of the aforesaid subsidiary will be
transferred to Sanders H. Wallick at closing in consideration for the payment of
$100.00 in cash.                                                                

         4.5. Litigation. There are no actions, suits, or proceedings pending or
threatened against or affecting the Company at law or in equity, or before or by
any federal,  state,  municipal or other  governmental  department,  commission,
board,  bureau,  agency or instrumentality,  domestic or foreign. The Company is
not in default with  respect to any order,  writ,  injunction,  or decree of any
court  competent  jurisdiction  or  any  federal,   state,  municipal  or  other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign.                                                            

         4.6 Tax  Compliance.  The Company has filed in correct  form all income
tax returns with respect to all fiscal periods, all sales, payroll, unemployment
insurance, franchise, real, and personal property tax returns which are required
to be filed,  and have paid all taxes,  interest and  penalties as shown on said
returns and all  assessments  received by them to the extent that such taxes and
assessments  have become due. The United States Internal  Revenue Service is not
currently examining any income tax returns of the Company.                      

         4.7. Assets and  Liabilities.  The Company has no assets or liabilities
at the date of this Agreement,  excepting a receivable from Apple Chevrolet,  an
affiliate  of  Stockholder,  which  will  be  paid  pursuant  to  Section  2.3.B
hereinabove. At Closing, the Company will have no assets or liabilities.        

         4.8. Defaults.  The delivery of the documents,  instruments,  and other
things required to be delivered by the Company  hereunder in order to consummate
the transaction  hereunder does not, and the  consummation  of the  transactions
contemplated  hereby will not,  violate or  constitute  an occurrence of default
under any  provision of or conflict with or give rise to a right by any party to
terminate  its  obligations  under  any  agreement,  instrument,  or any  order,
judgment, decree, or                                                            

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other  arrangement  to which the  Company is a party or is bound or by which any
assets of the Company would be adversely affected.                              

         4.9.  Financial  Statements.  The  financial  statements of the Company
attached hereto as Exhibit 4.9 for the most recent fiscal period ending December
31,  1998  (hereinafter  referred  to  collectively  as  the  "Annual  Financial
Statements")  accompanied by the report of the Company's  independent  certified
public  accountant  present fairly the financial  condition of the Company as of
the date thereof and the results of operations for the periods  covered  thereby
and,  except as noted in or on said Annual  Financial  Statements  and have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent basis throughout the periods involved.  There have been no material
changes in the  financial  condition  of the Company from the date of the Annual
Financial Statements to the effective date of this Agreement.                   

         Section  5.   Survival   of   Representations   and   Warranties.   The
representations  and warranties  contained in Sections 3 and 4 of this Agreement
shall  survive  Closing  and  shall  not  be  affected  by  any   investigation,
verification,  or  approval  made or given by any  party  hereto or by any other
person on behalf of any party hereto.                                           

         Section 6. Conditions to the  Obligations of Acquiror.  The obligations
of Acquiror under this Agreement are, at the option of Acquiror,  subject to the
following conditions:                                                           

         6.1. Stockholder Performance.  This Agreement shall have been signed by
the  Stockholder  obligating  Stockholder  to convey and deliver to Acquiror the
issued and outstanding common stock of the Company being sold hereunder, and the
Stockholder  shall at Closing  deliver to  Acquiror  all of the shares of common
stock of the Company to be sold by it hereunder;  and the Stockholder  shall, in
addition, fully comply with the terms and provisions of this Agreement, it being
understood  and agreed that the  obligations  of the  Acquiror  to purchase  the
shares of common stock of the Company is expressly  conditioned upon performance
hereunder by the Stockholder.                                                   

         6.2. Representations and Warranties. The representations and warranties
of  Stockholder  and the Company set forth in Sections 3 and 4 of this Agreement
shall be true, complete and accurate on and as of the date of this Agreement and
as of Closing and the Stockholder  shall deliver its certificate  affirming same
to each of Acquiror.                                                            

         6.3. Document Approval.  All documents,  instruments,  and other things
prepared in connection  with the Closing of the transaction  contemplated  under
this Agreement shall have been approved in form and substance by counsel for the
Acquiror, which approval shall not be unreasonably withheld.                    

         6.4.  No  Government  Proceedings.  No  suit,  action,   investigation,
inquiry, or proceeding,  of an administrative or judicial nature shall have been
threatened,  initiated,  instituted or commenced  against the Stockholder or the
Company which challenges or questions the legality or                           

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validity of the transactions  contemplated under this Agreement or the authority
of any person acting on behalf of the  Stockholder  or the Company in connection
with the transactions contemplated hereunder.                                   

         6.5. Voting  Approval.  Any and all shares of common stock remaining in
the ownership or control of Sanders H. Wallick or James R. Wallick will be voted
in  favor  of  any  shareholder  resolutions  or  proposals  to  accomplish  and
consummate the actions described in Sections 7.4 and 7.5 hereinbelow.           

         6.6. Waiver of Conditions.  Acquiror may waive the conditions set forth
in this Section 6 of this  Agreement in writing at or prior to closing,  or may,
at its  election,  terminate  this  Agreement  based upon any one or all of such
conditions by written notice to  Stockholder  in accordance  with the provisions
for written  notice  contained  herein at or prior to closing.  If Acquiror have
failed or refused to terminate this Agreement in writing at or prior to closing,
the  conditions  in  this  Section  6  shall  be  deemed  automatically  waived,
excepting,  however,  the condition contained in Section 6.5 which shall survive
Closing.                                                                        

Section 7.  Conditions to the Obligations of Stockholder.     

         7.1. Performance by Acquiror.  This Agreement shall have been signed by
Acquiror obligating Acquiror to purchase from the Stockholder the Company Stock,
and the Acquiror shall at Closing deliver to Stockholder the consideration to be
paid to them therefor;  and the Acquiror shall,  in addition,  fully comply with
the terms and provisions of this Agreement,  it being understood and agreed that
the obligations of the Stockholder to sell the shares of Company Stock hereunder
is expressly conditioned upon performance hereunder by the Acquiror.            

         7.2. Document Approval.  All documents,  instruments,  and other things
prepared in connection  with the Closing of the transaction  contemplated  under
this Agreement shall have been approved in form and substance by counsel for the
Stockholder, which approval shall not be unreasonably withheld.                 

         7.3.  No  Government  Proceedings.  No  suit,  action,   investigation,
inquiry, or proceeding,  of an administrative or judicial nature shall have been
threatened,  initiated,  instituted  or  commenced  against The  Acquiror  which
challenges   or  questions   the  legality  or  validity  of  the   transactions
contemplated  under this  Agreement  or the  authority  of any person  acting on
behalf  of  The  Acquiror  in  connection  with  the  transactions  contemplated
hereunder.                                                                      

         7.4. Future Reverse Splits. The Acquiror will effect a one-for-forty (1
for 40) reverse split of the outstanding  common stock of the Company  following
Closing of the purchase and sale hereunder in accordance  with the provisions of
the  Delaware  Corporations  Code,  as  amended,  which  reverse  split has been
disclosed to Stockholder and to which it expressly consents by execution of this
Agreement.  Following the  aforementioned  reverse split and for a period of two
(2) calendar years  following the Closing Date, the Acquiror shall not cause and
shall not vote the                                                              

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shares of Company  Stock  held by it in favor of any  additional  reverse  stock
splits without the prior written consent of the Stockholder.                    

         7.5 Reorganization with Fragrance Express.  Com, Inc. The Acquiror will
effect a Type B reorganization  between the Company and Fragrance Express.  Com,
Inc., a Florida  corporation  within ninety (90) days  following  Closing of the
transaction  hereunder  in exchange  for the  issuance of  35,200,000  pre-split
shares of common stock of the Company..                                         

         7.6.  Waiver of  Conditions.  Stockholder  may waive the conditions set
forth in this Section 7 of this Agreement in writing at or prior to closing,  or
may, at their  election,  terminate this Agreement  based upon any one or all of
such  conditions  by  written  notice to The  Acquiror  in  accordance  with the
provisions  for  written  notice  contained  herein at or prior to  closing.  If
Stockholder  have failed or refused to terminate this Agreement in writing at or
prior to closing, the conditions in this Section 7 shall be deemed automatically
waived,  excepting,  however, the condition contained in Section 7.4 which shall
survive  Closing  for a period  of two (2)  calendar  years  thereafter  and the
condition  contained in Section 7.5 which shall survive  Closing for a period of
ninety (90) days thereafter.                                                    

Section 8.  Reserved.                                         

         Section  9.  Indemnification.   Stockholder  covenants  and  agrees  to
indemnify,  defend and hold  harmless the Acquiror  from and against any and all
losses,  liabilities,  claims, damages,  actions,  causes of action,  judgments,
fines, penalties,  assessments, and forfeitures,  including, in addition but not
by way of limitation,  costs and attorneys' fees, of every kind and description,
whether  absolute or  contingent,  which may arise from, be related to, or be in
connection  with the  purchase or sale of the  Company  Stock  hereunder  or any
breach of the  representations  and  warranties set forth in Sections 3 and 4 of
this  Agreement.  This covenant and  agreement  shall survive the closing of the
transactions contemplated herein.                                               

Section 10.  Expenses.                                        

         10.1.  Except as otherwise  provided herein,  the Stockholder shall pay
all of their expenses and costs, including, without limitation, attorneys' fees,
accounting  fees, and transfer  taxes or fees , incurred in connection  with the
transactions contemplated by this Agreement.                                    

         10.2. Except as otherwise  provided herein,  the Acquiror shall pay all
of its expenses and costs,  including,  without limitation,  attorneys' fees and
accounting fees,  incurred in connection with the  transactions  contemplated by
this Agreement.                                                                 

         10.3. The Acquiror  represents  that no person has acted as a finder in
connection  with this  transaction  or is  entitled  to receive a  finders'  fee
excepting Hymie Orlon.  The Acquiror will pay any finders' fee to Hymie Orlon at
Closing and the Acquiror  will obtain an invoice from said finder marked paid in
full and a general discharge and release of any claims which finder may have    

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against the parties  hereto for finders' fees or any other form of  compensation
arising from or related to the transaction hereunder.                           

         Section 11.  Confidentiality.  The Acquiror acknowledges that, pursuant
to their right to access to books,  records and  facilities of the Company under
this Agreement,  The Acquiror will obtain access to confidential  information of
the Company, the disclosure of which to third parties would damage the Company's
business,  whether or not the transactions contemplated under this Agreement are
consummated. The Acquiror hereby expressly covenants,  warrants, and agrees that
all  information  obtained by The  Acquiror or any of The  Acquiror'  employees,
agents, attorneys, accountants, or representatives, shall be and remain strictly
confidential  and shall not be revealed  or  otherwise  disclosed  to any person
unless such person is expressly  designated by The Acquiror in writing on a need
to know basis.  All such  persons  and firms shall be bound by this  covenant of
confidentiality.  In the event the transactions  contemplated  hereunder are not
consummated, The Acquiror shall return or cause The Acquiror' employees, agents,
attorneys,  accountants,  or  representatives to return, any and all information
obtained  by The  Acquiror  and  shall  retain  no  copies  or  other  forms  of
reproduction of such materials or information.                                  

         Section 12. Non-Disclosure by Stockholder. The Stockholder acknowledges
and agrees that  premature  disclosure  of the pendency of this  Agreement,  the
pendency of negotiations  between the Acquiror and a third party for the purpose
of  acquisition  of said thirty party by the Company and the intended  change of
the ownership of the Company which will occur in connection with the acquisition
of said  third  party,  may have a  material  affect on the market in the common
stock of the Company which could materially benefit insiders to the detriment of
the investing  public and could adversely affect the market for the common stock
of the Company  prior to Closing of the proposed  acquisition  by the Company of
the aforementioned third party. Therefore,  the Stockholder expressly covenants,
warrants,  and  agrees  not to  disclose  the  existence  and  pendency  of this
Agreement,  the pendency of negotiations  between the Acquiror and the aforesaid
third  party,  and the  intended  change of the  ownership of the Company to any
person not involved in rendering services in the furtherance of such matters and
transactions   prior  to  the  issuance  of  an  approved  press  release  fully
disseminating the details of such transaction. The Stockholder further expressly
covenants,  warrants,  and agrees  that,  subsequent  to the  execution  of this
Agreement  and prior to issuance of an approved  press  release  announcing  the
details of the  aforementioned  acquisition  by the  Company of the third  party
aforesaid, the Stockholder will not purchase or sell any shares of capital stock
of the Company.  The covenants and warranties  contained in this paragraph shall
also be  enforceable  in  equity  for  injunctive  relief  to  restrain  further
disclosure and for damages for disclosures made.                                

Section 13.  Miscellaneous Provisions.                        

         13.1.   Entire   Agreement.   This   Agreement   contains   the  entire
understanding  of the parties  hereto with respect to the subject  matter hereof
and supersedes all other prior understandings,  agreements, or writings relating
thereto.                                                                        

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         13.2.  Amendment or Modification.  This Agreement may not be amended in
whole or in part except by written  agreement of the parties hereto  executed by
duly authorized  representatives thereof. No course of conduct shall be deemed a
de facto amendment or modification of the terms hereof.                         

         13.3.  Waiver.  No waiver of any obligation  under this Agreement or of
any right or remedy  hereunder  shall be binding unless and until such waiver is
contained in a written instrument  executed by a duly authorized  representative
of the waiving party.  Therefore,  no failure or refusal to enforce any right or
demand performance of any obligation  hereunder shall be deemed a waiver of such
right  or  obligation  nor  shall  such  failure  or  refusal   preclude  future
enforcement of any such right or demand of  performance  of any such  obligation
unless in writing. Any written waiver shall be strictly construed.              

         13.4.  Partial  Invalidity.  Should  any  term  or  provision  of  this
Agreement be determined by a duly  appointed  arbitrator or a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not affect
the validity or  enforceability  of the remaining  provisions of this  Agreement
which shall continue to be valid and enforceable in accordance with its terms.  

         13.5.  Remedies  Noncumulative.  Except as may be  otherwise  expressly
provided  herein,  no right or remedy  conferred  under this Agreement  shall be
deemed  exclusive of any other remedy  conferred  herein or at law or in equity.
All such rights and remedies  shall be cumulative of every other right or remedy
and may be exercised concurrently or separately.                                

         13.6. Binding Effect. This Agreement shall be binding upon and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators, successors and assigns.                                         

         13.7. Assignment. Neither party hereto may assign this Agreement or its
rights or obligations  hereunder  without the prior written consent of the other
party hereto, which consent may be withheld in the sole and exclusive discretion
of the party from whom consent is sought.                                       

         13.8. Third Party  Beneficiaries.  Except as otherwise expressly stated
herein,  this  Agreement,  and the  rights,  benefits  and  obligations  created
hereunder, are intended to be personal to and exclusively for the benefit of the
parties  hereto and their  successors  and assigns and are not  intended and the
parties  hereto  expressly  and mutually  disclaim  any  intention to create any
rights,  benefits, or obligations for any third party who is not a party to this
Agreement.                                                                      

         13.9. Notice. Any notice, request, instruction, or other document to be
given under this Agreement to any party shall be in writing delivered personally
or by United States certified mail, postage prepaid, to the following addresses:

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If to Acquiror:       Lakewood Management, Inc.               
 c/o Robert Bartlett
        1903 West Copans Boulevard
          Pompano Beach, Florida 33064

With a copy to:       Timothy N. Vujnich, Esq.                
Attorney at Law   
 734 West Port Plaza
Suite 273         
       St. Louis, Missouri 63146

If to Stockholder:    Sanders H. Wallick, President           
MIC Leasing Corp. 
    107 Northern Boulevard
        Great Neck, New York 11021

With a copy to:       Lester Morse, Esq.                      
Lester Morse, P.C.
 111 Great Neck Road
Suite 420         
        Great Neck, New York 11021

Any party may  change its  address  for  purposes  of this  paragraph  by giving
written  notice of such  change of  address  to all other  parties in the manner
provided herein for notice.                                                     

     13.10.  Exhibits.  All schedules and exhibits  referenced herein are hereby
incorporated by reference herein.                                               

     13.11.  Paragraph  Headings.  All  paragraph  headings  contained  in  this
Agreement are for convenience of reference only and shall not be deemed to limit
or enlarge the subject matter of any paragraph or to construe the subject matter
contained therein. Such headings are not a part of this Agreement.              

     13.12.  Governing Law. This Agreement has been entered into in the State of
New York and will be performed in the State of New York, and shall  therefore be
governed by and construed in accordance with the laws of the State of New York. 

     13.13  Counterparts.  This Agreement may be executed in counterparts,  each
counterpart upon execution by a party hereto being deemed a part of the original
agreement.                                                                      

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         IN WITNESS WHEREOF, the parties hereto recited hereinabove have affixed
their signatures hereto either personally or by duly authorized  representatives
thereof for the purposes  stated herein with the intention of being bound hereto
on the day and date set forth hereinabove.                                      

ACQUIROR:                                   LAKEWOOD MANAGEMENT, INC.           

                                           By:________________________________
                                        Authorized Signature
ATTEST:                                                                         

-----------------------------                                                   
Secretary                                                                       

STOCKHOLDER:                                MIC LEASING CORP.                   

                                           By:________________________________
                                        Authorized Signature
ATTEST:                                                                         

-----------------------------                                                   
Secretary                                                                       

THE COMPANY AS TO SECTIONS                                                      
2.3.B AND 2.3.D:                            TECFIN CORPORATION                  

                                           By:________________________________
                                          Authorized Signature

ATTEST:                                                                         

-----------------------------                                                   
Secretary                                                                       

                                   SIGNATURES CONTINUED ON FOLLOWING PAGE.

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SANDERS WALLICK AS TO SECTION 2.3.B:                                            

                                            ------------------------------------
                                            Sanders H. Wallick

SANDERS H. WALLICK AND JAMES R. WALLICK AS TO SECTION 6.5:                      

                                             -----------------------------------
                                            Sanders H. Wallick

                                            ------------------------------------
                                          James R. Wallick

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	7/1/01	7
	7/24/99	5
Filed on:	6/28/99			SC 13D
	6/22/99	6
	6/21/99	5
	6/15/99	9
	6/14/99	1	8
	6/4/99	9
	12/31/98	12		10KSB
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Filing Submission 0001013762-99-000107 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

MCI Licensing – ‘SC 13D’ on 6/28/99 re: Tecfin Corp

On: Monday, 6/28/99 · Accession #: 1013762-99-107 · File #: 5-34704

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents