SECURITIES AND EXCHANGE COMMISSION


                             Washington, D. C. 20549


                                    Form 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) November 11, 1999
                                                        -----------------

                                  SHANECY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             DELAWARE                    0-25521            88-0414076
     ----------------------------      ------------      -------------------
     (State or other jurisdiction      (Commission         (IRS Employer
        of incorporation)              File Number)      Identification No.)


            1530-625 Howe Street, Vancouver, British Columbia V6C2T6
            ----------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)


        Registrant's telephone number, including area code (604) 889-1584
                                                           --------------

                 13640 WHITE ROCK STATION ROAD, POWAY, CA 92064
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>



         Item  1  Changes  in  Control  of  Registrant,  Item 2  Acquisition  or
         Disposition of Assets and Item 5 Other Events.

         Change in Control

         On  November  11,  1999,  the  two  directors  of  Shanecy,  Inc.  (the
         "Company"),  Ann Myers and Jill Wright,  appointed Jason W. Galanis and
         Kevin L. Washington to replace them and resigned. On November 19, 1999,
         Harry J. Weitzel  joined the Company as Chairman of the Board and Chief
         Executive  Officer,  Michael Bodnar became  Treasurer,  Chief Financial
         Officer and a  director,  Dr.  Rory F.  Knight  became a director,  and
         Leighton A. Bloom was appointed Chief Information Officer.

         Change of Business Direction

         The  Company,  under the  direction of its new Board,  has  initiated a
         business plan to act as a publicly  traded venture capital company that
         intends to  concentrate  on  businesses  using the  Internet to provide
         products  and  services to the  moderate  income  consumer  market.  It
         believes that this market has been largely under served by the majority
         of such companies. Accordingly, the Board has determined that investing
         in these  companies  will  promote its primary  objective  of enhancing
         long-term value for the Company's shareholders.

         The Company intends to invest with entrepreneurs who management believe
         demonstrate  superior strategies in ventures which support the consumer
         oriented  Internet  applications  noted above.  These strategies should
         include  utilizing  payment  vehicles  such as credit,  debit and smart
         cards or  other  electronic  wallet  technologies  as well as  consumer
         information  management  systems relating to, among other things,  data
         mining,  consumer  profiling and demographic  selection.  The Company's
         management  plans to  assume  an active  role by  implementing  what it
         believes  will be  appropriate  managerial  and fiscal  discipline.  It
         intends to augment  the  Company's  venture  investments  with  support
         services including  financing,  personnel  recruitment,  technology and
         marketing.

         Management has determined that an investment strategy  concentrating on
         synergistic  Internet  companies  is  in  the  best  interests  of  the
         Company's shareholders. The Company plans to develop its business model
         based on an  organization  wherein a group of  inter-related  companies
         maintain some common equity ownership,  act as preferred  customers and
         provide  management  and financial  support to each member.  Management
         believes that the transactions described herein support several aspects
         of this business strategy by acquiring (a) a consumer-oriented Internet
         business   that  expects  to  add  Internet   subscribers   which,   in
         management's opinion, may in the future serve as a pre-defined customer
         base for other  investments of the Company;  (b)  proprietary  database
         technology and an associated  gross royalty stream which should provide
         a predictable  cash flow; and (c) senior  management  with  diversified
         professional experience and resources.

         The  Company  will  attempt  to  maximize   shareholder  value  in  its
         constituent  companies  by seeking  initial  public  offerings,  rights
         offerings,  mergers,  sales,  acquisitions and similar transactions for
         these   companies,   and/or  by   distributing   their  shares  to  its
         shareholders. No assurance can be given, however, that the Company will
         be successful in consummating any of these transactions.

         Description of Transactions

         On November 11, 1999, as the initial step in implementing its strategy,
         the Company entered into two acquisition  transactions.  It agreed with
         K.  Washington-Galanis  Investments  LLC, a private  investment  entity
         controlled by Messrs.  Washington  and Galanis,  to acquire  CASA@Home,
         Inc.  ("CASA")  for 2 million  shares of its common  stock (the "Common
         Stock").  It also  agreed  with  Thesseus  International  Asset Fund NV
         ("Thesseus")  to  acquire  100%  of  Eikos  Acquisition,  Ltd.  ("EAL).
         Thesseus is a closed-end  venture  capital fund formed in November 1997
         in the Netherlands Antilles. It engages in the identification, analysis
         and  acquisition of growth  companies,  concentrating  its  investments
         primarily  in  financial   services   companies   with  an  information
         technology  orientation.  Messrs. Galanis and Washington are affiliates
         of Thesseus.

                               Page 2 of 9 Pages
<PAGE>


         As  consideration  for EAL,  the Company  issued 1.5 million  shares of
         Common Stock and granted  Thesseus a  contractual  right to receive 8.5
         million shares of convertible  preferred stock (the "Preferred  Stock")
         immediately  after the Company's  Articles of Incorporation are amended
         to authorize the Company to issue preferred stock.  Such amendment will
         require shareholder approval. Each share of Preferred Stock, subject to
         anti dilution provisions,  will be convertible into one share of Common
         Stock.  The  Preferred  Stock and any Common Stock into which it may be
         converted  are  subject  to a two  year  put and  call  option  between
         Thesseus and Messrs.  Washington and Galanis.  The aggregate  price for
         exercising this option is $6.69 million.

         CASA@Home, Inc.

         CASA is a recently formed Internet-based  service provider specializing
         in financial  services.  It plans to offer  moderate  income  consumers
         access to what it believes are the pricing transparency benefits of the
         Internet.  It has created database mining technology for application in
         an Internet Service Provider  ("ISP")  environment  which it intends to
         develop.  CASA intends to use  proprietary  systems it has developed to
         analyze  consumer  buying  patterns  with the  objective of  delivering
         highly targeted and  value-added  services to its  Subscribers.  It has
         entered into an agreement with companies  affiliated with Thesseus that
         have  issuing  agreements  with  non-affiliated   credit  card  issuers
         pursuant to which it will be permitted  issue a new VISA(R) credit card
         to each of its Subscribers. The card will provide the Subscriber with a
         payment mechanism for e-commerce  transactions CASA plans to facilitate
         while  simultaneously  providing the Company with  statistically  based
         information to better assess individual customer requirements.

         CASA  plans  to  become  an  initiating   ISP  for  consumers  who  are
         inexperienced with the Internet. It will concentrate on moderate income
         consumers who must direct the great  proportion of their income towards
         non-discretionary  spending, such as food, housing,  transportation and
         clothing.  Because the  Internet  has  provided  the means to lower the
         offering,  distribution  and  transaction  costs  for  these  types  of
         expenditures,   CASA  believes  that  its  systems   should  offer  its
         Subscribers  the  ability  to reduce  these  expenditures  and  thereby
         increase  income  available  for  discretionary  spending.  The Company
         believes that a substantial number of  moderate-income  households have
         restricted  or no  access  to  the  Internet.  It  intends  to act as a
         financial  services  portal,   merging  information  from  the  ongoing
         examination  of customer  profile,  credit  bureau file and credit card
         buying patterns. It will use various currently existing Internet search
         engines  to  gather  comparative  information  on the cost of goods and
         services in order to secure reduced prices for the non-discretionary as
         well as discretionary expenditures of its Subscribers.

         CASA believes that this socio-demographic population is under-served by
         other ISPs.  Based on research  conducted  by  management,  the Company
         estimates that this population approximates 42 million households. CASA
         believes that the  extensive  experience  of its  management  with this
         group (see "Directors and Executive  Officers" below) should provide it
         with a  competitive  advantage  in acquiring  subscribers  and applying
         information  technology in determining customer preferred services.  It
         will  seek to act as an  information  filter  for its  Subscriber  base
         through refinements provided by customer usage and feedback.

         CASA anticipates that it will begin to solicit subscribers in the first
         quarter  of  2000.  The  Company   estimates  that  CASA  will  require
         approximately  $1.5 million to implement  its initial  marketing  plan.
         Substantial  additional funding will also be required to support CASA's
         ongoing  development  and  operations.  CASA plans to seek such funding
         through  equity  and/or  debt  financing  as well  as  from  commercial
         financing sources that may be available for the credit card receivables
         that CASA develops.  The Company  currently has no commitments for such
         financing  and no assurance can be given that it will be able to obtain
         financing on acceptable terms, if at all. In addition, because CASA has
         been newly organized and has not yet commenced operations, no assurance
         can be given that its business will ever generate  material  revenue or
         be commercially viable.


                               Page 3 of 9 Pages
<PAGE>


         Eikos Acquisition Limited

         Eikos  Acquisition  Limited ("EAL") is a corporation  formed in October
         1999 under the laws of the Isle of Man.  Its only  material  asset is a
         49.5% equity  interest in Eikos  Management  LLC  ("Eikos"),  a limited
         liability  company  formed under the laws of the Isle of Man on October
         22, 1997. The principal asset of Eikos is a Mutual Business Development
         Agreement  (the "MBDA") dated October 8, 1996, as amended  December 16,
         1997 and  September 1, 1998,  with The Credit  Store,  Inc., a Delaware
         corporation with offices in Sioux Falls,  South Dakota. Mr. Galanis was
         a founder of The Credit Store and  developed  certain  database  mining
         technology and  computer-based  business  methodology which was used by
         The Credit  Store in its  operations.  The Credit  Store,  which is now
         unaffiliated  with Mr.  Galanis,  is a  nationwide  financial  services
         company  engaged in the  acquisition  and  recovery  of  non-performing
         consumer receivables and the origination and servicing of credit cards.
         It acquires  portfolios  of  non-performing  consumer  receivables  and
         originates  new credit  cards to those  consumers  who satisfy  certain
         credit  criteria  and agree to pay all or a portion of the  outstanding
         amount due on their debt.

         Pursuant  to the MBDA,  Eikos is entitled to receive a license fee (the
         "Fee"), in cash and performing  credit card receivables,  equal to from
         3% to 5% of gross credit card  receivable  originations  (as defined in
         the MBDA)  produced  by The  Credit  Store up to $24  million  during a
         period  ending in September  2004.  Approximately  $1.7 million of this
         amount  had been paid prior to the  Company's  acquisition  of EAL.  As
         amended,  the MBDA  obligates The Credit Store to pay Eikos $75,000 per
         month in cash through  September  2004 and accrue any Fee  overage.  At
         that time the parties will  determine the  aggregate  amount of the Fee
         then earned by Eikos and any difference between the amount earned up to
         an  aggregate  of $24  million and the amount  previously  paid will be
         remitted  to  Eikos  by The  Credit  Store.  In  consideration  for the
         accrual,  The  Credit  Store is also  obligated  to pay Eikos a monthly
         deferral  fee of  $22,500  in  cash  or,  at  its  option,  $25,000  in
         performing credit cards, during the same period.

         The Company can make no  representation  as to the amount of the Fee it
         will  receive  since this  amount  will be based on factors  beyond the
         Company's control. These include, among others, the financial resources
         of  The  Credit   Store  and  its  ability  to  generate   credit  card
         receivables. In addition, Eikos is administered by Ionian Trust Company
         Limited  ("Ionian"),  pursuant  to an  agreement  (the  "Administration
         Agreement") dated August 31, 1998. The Administration  Agreement grants
         Ionian   the  right  to   determine   the  amount  and  timing  of  any
         distributions  that may be made to the  members of Eikos.  Accordingly,
         although EAC has, in effect, a 49.5% interest in the MBDA,  Ionian will
         control  the amount and timing of any  distributions  to EAC  resulting
         from Fees  generated  by the  MBDA.  Ionian is a  Republic  of  Ireland
         corporation with an office at 65 Cliff Road, Tramore, County Waterford,
         Republic of Ireland.  Derek Galanis is the  controlling  shareholder of
         Ionian.  He is the of brother of Jason  Galanis and owns  approximately
         9.9% of the Company's Common Stock.

         The MBDA also permits  Eikos to use,  outside of the United  States and
         Canada,  proprietary technology developed at The Credit Store and other
         intellectual  property relating to the  administration  and information
         processing of databases  connected  with consumer  credit cards and the
         electronic consumer credit business generally.

         In  addition  to  its  interest  in  EAL,   CASA  has  a  portfolio  of
         non-performing  credit  cards which it acquired  from an  affiliate  of
         Thesseus. Management believes that this portfolio has limited value.

         Forward-Looking Statements

         There  are  forward-looking  statements  in this  document,  and in the
         Company's public documents to which they may refer, that are subject to
         risks and  uncertainties  in addition to those set forth  above.  These
         forward-looking   statements  include  information  about  possible  or
         assumed future results of the Company's  operations.  Also, when any of
         the  words   "may,"   "will,"   "believes,"   "expect,"   "anticipate,"
         "estimate,"  "continue" or similar expressions are used, the Company is
         making  forward-looking  statements.  Many possible  events or factors,
         including  but not  limited  to those set forth  herein,  could  affect
         future  financial  results and  performance.  This could cause  Company
         results or performance to differ materially from those expressed in any
         forward-looking statements.  These and other risks are described in the
         Company's other publicly filed documents and reports that are available
         from the Company and from the SEC.

                               Page 4 of 9 Pages
<PAGE>

         Directors and Executive Officers

         The current directors and executive officers of the Company are:

         Name                         Age   Position
         ----                         ---   --------
         Harry J. Weitzel (1)         61    Chairman of the Board of Directors
                                            and Chief Executive Officer

         Jason W. Galanis (1)         29    President, Chief Operating Officer
                                            and Director

         Kevin Washington             27    Secretary and Director

         Michael Bodnar (1)           51    Treasurer, Chief Financial Officer
                                            and Director

         Dr. Rory F. Knight           46    Director

         Leighton A. Bloom (1)        64    Chief Information Officer

         (1) These  individuals are also officers  and/or  directors of CASA and
         will devote a portion of their time allocated to the Company's  affairs
         to the  business of CASA.  Mr.  Weitzel is  Chairman of the Board,  Mr.
         Galanis is  President,  Chief  Executive  and  Operating  Officer and a
         Director,  Mr. Bodnar is Chief Financial  Officer,  Secretary/Treasurer
         and a Director, and Mr. Bloom is Chief Information Officer.

         All of the Company's  officers and directors are affiliates of Thesseus
         except for Mr.  Bloom.  Messrs.  Galanis,  Weitzel  and Dr.  Knight are
         directors,  Mr. Bodnar is Chief Financial Officer and Mr. Washington is
         a major stockholder.

         At each annual  meeting of  shareholders,  all of the directors will be
         elected to serve from the time of election and qualification  until the
         next annual meeting following election. Each officer is elected by, and
         serves at the  discretion of, the board of directors.  Messrs.  Weitzel
         and  Galanis  will  devote  substantially  all  of  their  time  to the
         Company's  business,  Mr., Bodnar will devote  approximately 75% of his
         time to the Company's business,  and Messrs.  Bloom and Washington will
         devote  approximately 50% of their time to the Company's business.  Dr.
         Knight will devote such time to the  Company's  affairs as is necessary
         to discharge his duties. There are no family relationships among any of
         the directors.

         Harry J.  Weitzel.  Mr.  Weitzel  currently is, and has been since June
         1998,  the Managing  Principal of Cedar Cove  Advisors,  LLC, a private
         investment  management and financial advisory firm located in Lexington
         Park, Maryland.  From August 1996 to May 1998 he was the CEO of Pacific
         Consumer Funding,  LLC, ("PCF") a major national  originator,  servicer
         and seller of sub-prime  consumer loans located in Dallas,  Texas.  Mr.
         Weitzel  continues  to serve as a  consultant  to Pacific USA  Holdings
         Corp.,  PCF's parent.  From January 1992 to July 1996,  Mr. Weitzel was
         President of the Consumer Asset Management Division ("CAMD"),  formerly
         CLS,  of  Electronic  Data  Systems  Corporation.  Under Mr.  Weitzel's
         direction, CAMD became a leading provider of consumer loan out-sourcing
         services in the United States and actively participated with clients in
         the  creation  of national  financial  conduits  for  various  types of
         consumer  loans.  Prior  to  joining  CAMD,  Mr.  Weitzel  was with MNC
         Financial  Corporation (a major commercial bank holding company) for 30
         years,  retiring as President of MNC Retail Services  Corporation,  its
         consumer  finances  subsidiary.  While at MNC, Mr. Weitzel also oversaw
         its international  merchant banking operation,  which was headquartered
         in London and served as Chairman of its Luxembourg bank subsidiary.  He
         also served as a director of MBNA which, since 1982, has developed into
         the world's third  largest  credit card lender with over $50 billion in
         consumer  receivables.  Mr.  Weitzel was also a founder of Thesseus and
         has served as a director since its inception.


                               Page 5 of 9 Pages
<PAGE>

         Jason W.  Galanis.  Mr.  Galanis  is a  principal  of  Vianden  Capital
         Management,  L.L.C.,  the  investment  advisor  to  Thesseus,  which he
         founded in December 1997. He is a managing director of KnightVianden, a
         financial  services company which he co-founded with Dr. Knight and Mr.
         Washington in October 1998. In June 1992 he co-founded, with his family
         trust,  a credit  card  receivables  management  firm which  became The
         Credit  Store.  In January  1996 a company  affiliated  with The Credit
         Store  acquired  Service  One   International,   Inc.,  a  credit  card
         originator  and  servicer  located in Sioux  Falls,  South  Dakota.  In
         October 1996 the trust and other shareholders sold The Credit Store and
         its affiliates,  including  Service One, to a New York-based  financial
         services group in a transaction  which included the  acquisition of the
         MBDA.  Since that time, Mr. Galanis,  in his capacity as a principal of
         Vianden Capital, has assisted Thesseus in completing the acquisition of
         the assets of two  Canadian  investment  partnerships,  and has advised
         Thesseus on several financial services industry  investments in Canada,
         the US and the UK. Mr.  Galanis was also a founder of Thesseus  and has
         served as a director since February 9, 1998.

         Michael Bodnar. Mr. Bodnar has been Chief Financial Officer of Thesseus
         since December  1997. He has been a member of the British  Columbia and
         Canadian Institutes of Chartered Accountants since 1978. From June 1997
         until he joined Thesseus,  Mr. Bodnar was Chief Financial  Officer of a
         group of financial  services sector companies with offices in Vancouver
         that  concentrated in the distressed debt field. In this capacity,  his
         responsibilities  included overseeing the accounting and record keeping
         functions for a portfolio of both performing and non-performing Visa(R)
         and MasterCard(R) receivables. From March 1983 to April 1997 Mr. Bodnar
         was Vice President,  Finance for Wosk's Ltd., a major Western  Canadian
         retailer of furniture,  appliances and electronics products,  where his
         responsibilities  included  overseeing  all areas of consumer  finance,
         including  credit  card  programs.  From  1973 to 1983 he was a  Senior
         Manager with KPMG in its Vancouver and New Westminster  offices,  where
         he performed audit and general business advisory services.

         Rory  Knight.  Dr.  Knight is Dean of Templeton  College,  the graduate
         business  school at Oxford  University,  a  position  he has held since
         1994.  He is also a Fellow in Finance at the  College.  Dr.  Knight has
         extensive  experience in working and consulting in the financial sector
         in the UK, Europe and Asia. Prior to coming to Oxford he was the Deputy
         Director of a foundation  within the Swiss  National  Bank (the central
         bank of  Switzerland)  from 1986 to 1994.  In this  capacity  he worked
         directly  with  the  Directorate  and with  the  International  Banking
         sector.  Dr.  Knight's  work on  shareholder  value has been  published
         internationally and includes the Value Creation Quotient (VCQ(TM)), his
         public company quantitative analysis.

         Dr.  Knight  acts as a  consultant  to a  number  of  banks  and  large
         corporations on financial management issues. He has also held chairs in
         Finance in the  University of Cape Town and IMD,  Lausanne,  and is the
         Chairman of the Finance  group within the Ecole  Nationale des Ponts et
         Chaussees in Paris.  In early 1997 the  University of Oxford  appointed
         Dr.  Knight  to the  newly  created  post  of  Deputy  Director  in the
         University's  School of Management Studies with special  responsibility
         for  Executive  Education.  Dr.  Knight's  role has been to develop and
         co-ordinate  the  University's  accredited  courses  for  managers  and
         executives.

         Dr.  Knight was also a founder of Thesseus and has served as a director
         since its inception, and is a founding partner of KnightVianden Capital
         with Messrs. Galanis and Washington.

         Kevin Washington. Mr. Washington is and has been since 1997 a principal
         in Olympic Holdings, a privately held equity securities  investment and
         trading firm with  offices in Los Angeles and London.  He is a founding
         partner of KnightVianden Capital. Mr. Washington is also a partner in a
         family  partnership  which has  interests in real estate,  avionics and
         other venture capital investments.

         Leighton  Bloom.  Mr.  Bloom is  currently  and has been  since  1998 a
         technology  consultant to Key Bank on Internet and intranet information
         retrieval  and  publishing.  He was a senior  technology  consultant to
         Chemical Bank and its successor  Chase  Manhattan  Bank from 1993 until
         August 1999,  developing  techniques for management of, and information
         mining and  distribution  from,  very  large  investment  databases  in
         support of  private,  corporate  and mutual fund asset  managers,  most
         recently for intranet publication.  Previously,  from 1991 to 1993, Mr.
         Bloom was a senior  consultant to  Donaldson,  Lufkin & Jenrette on the
         collection,  management and internal  publication of investment banking
         information;  to  Avon  Corporation  on data  mining  and  analysis  of
         marketing program effectiveness; and to Aetna, Inc. on the optimization
         of computer-based  corporate health care customer service interactions.
         During 38 years in the  computing  industry,  Mr.  Bloom has  developed
         systems for several other firms in the financial  services  industry as
         well as firms in other industries that include publishing,  litigation,
         real  estate,   natural   resources,   manufacturing,   transportation,
         communications, and advertising.

                               Page 6 of 9 Pages
<PAGE>

         Mr. Bloom has extensive experience in the conception,  architecture and
         design of  multi-tier  systems that rely on, in addition to  mainframe,
         mid-range  and  personal  computers,  massive  data  storage and a wide
         variety  of  data  and  voice  communication  technologies,   including
         recently developed techniques for heterogeneous-content interchange via
         the Internet.

         Compensation

         It is anticipated that the Company will pay Messrs.  Weitzel,  Galanis,
         Washington  and Bloom annual  salaries of $240,000 each, and Mr. Bodnar
         an annual salary of $60,000.  Messrs.  Washington,  Galanis,  Bloom and
         Bodnar will receive no  additional  compensation  for the services they
         will  perform for CASA.  The Board  intends to accrue the  compensation
         payable to Messrs.  Galanis and Washington until it determines that the
         Company's cash flow is reasonably adequate to make these payments.

         The Company has agreed to grant options (the  "Options") to purchase an
         aggregate of  4,250,000  shares of its Common Stock to its officers and
         directors in consideration for their respective  agreements to serve in
         the capacities set forth herein.  The Options,  which will be reflected
         in written  agreements  to be  executed  between  the  Company  and the
         optionees,  are  intended  to qualify  as  incentive  stock  options as
         described  in Section  422 of the  Internal  Revenue  Code of 1986,  as
         amended.  They will contain  appropriate  anti-dilution  provisions and
         will  become  exercisable  immediately  after the  Company  amends  its
         Articles of  Incorporation  to increase  the number of shares of Common
         Stock it is currently  authorized to issue.  The Options will terminate
         on the sooner of five years after the date of issuance or 90 days after
         the optionee  ceases to be  affiliated  with the Company.  The exercise
         price for the Options granted to Mr. Bodnar and Dr. Knight is $0.08 per
         share  which  is  100%  of the  fair  market  value  of the  shares  as
         determined by the Board of Directors on the date of the agreement.  The
         exercise price for the Options granted to Messrs.  Galanis,  Washington
         and  Bloom is 110% of the fair  market  value or $0.09 per  share.  The
         following  table  sets forth the name of each  optionee,  the number of
         shares  underlying  the  Options  granted  to him,  and  the per  share
         exercise price of the Options:

                                          Number of
         Name of Optionee             Underlying Shares          Exercise Price
         ----------------             -----------------          --------------
         Harry J Weitzel                  1,000,000                  $  0.09

         Jason W. Galanis                 1,000,000                  $  0.09

         Kevin Washington                 1,000,000                  $  0.09

         Leighton Bloom                   1,000,000                  $  0.09

         Rory Knight                        200,000                  $  0.08

         Michael Bodnar                      50,000                  $  0.08


         Information Relating to the Company's Securities

         As of the date hereof,  the Company is authorized to issue an aggregate
         of 20  million  shares of common  stock,  par  value  $0.001,  of which
         8,495,000 shares are outstanding.

                               Page 7 of 9 Pages
<PAGE>

         Each  holder of Common  Stock is entitled to one vote for each share on
         all  matters  to be voted upon by the  shareholders.  Holders of Common
         Stock have  cumulative  voting  rights.  They are  entitled  to receive
         ratably dividends,  if any, as may be declared from time to time by the
         board of directors out of legally  available  funds.  In the event of a
         liquidation,  dissolution  or  winding  up of the  Company,  holders of
         Common  Stock  would  be  entitled  to share  in the  Company's  assets
         remaining  after the payment of  liabilities.  Holders of Common  Stock
         have no preemptive or conversion rights or other  subscription  rights.
         In  addition,  there  are no  redemption  or  sinking  fund  provisions
         applicable to the Common Stock. All outstanding  shares of Common Stock
         are fully paid and non assessable.

         Principal Shareholders

         The  following  table  sets  forth  information  with  respect  to  the
         beneficial ownership of shares of Common Stock as of the date hereof by
         each  person  known by the Company to be the  beneficial  owner of more
         than 5% of the  Common  Stock;  each  of the  Company's  directors  and
         executive officers; and all officers and directors as a group.

         The Company has determined  beneficial ownership in accordance with the
         rules of the SEC which include voting or investment  power with respect
         to shares.  Unless otherwise indicated,  the persons named in the table
         have sole  voting and  investment  power with  respect to the number of
         shares  beneficially owned by them. The number of shares of outstanding
         Common Stock used in calculating  percentage  ownership for each listed
         person  includes  the  shares of Common  Stock  underlying  options  or
         warrants  held by the person and  exercisable  within 60 days after the
         date hereof,  but excludes shares of Common Stock underlying options or
         warrants held by any other person.  Jason Galanis and Derek Galanis are
         brothers and Kevin  Washington and Kyle  Washington  are brothers.  All
         addresses  for  the  officers  and  directors  are c/o  Shanecy,  Inc.,
         1530-625 Howe Street, Vancouver, British Columbia V6C2T6.

                                                 Shares of          Approximate
                                              Common Stock            Percent
                                                Beneficially            of
         Name and Address                         Owned                Class
         ----------------                     --------------        -----------
         Thesseus International
          Asset Fund NV (1), (2)
         Zeelandia Office Park,
         16 Kaya W.F.G. (Jombi)
         Mensing, Curacao,
         Netherlands Antilles                   1.5 million           17.65

         Harry J Weitzel                             (3)                -

         Jason W. Galanis (1) and (2)                (3)                -

         Kevin Washington (2)                        (3)                -

         Michael Bodnar                              (4)                -

         Rory Knight                                 (5)                -

         Leighton Bloom                              (3)                -

         Derek M. Galanis                        820,000               9.90
         445 Marine View Avenue
         Del Mar, California 92014

         Kyle Washington                         820,000               9.90
         10 Pemberton avenue
         North Vancouver, BC V7P2R1

         Officers and Directors              (1) through (5)            -


                               Page 8 of 9 Pages
<PAGE>


         (1) Mr. Galanis is a one fourth beneficiary of a family trust that owns
         90,867 shares of C Preferred Stock and 2,970,640 shares of Common Stock
         of Thesseus.  He has no voting or  investment  power with respect these
         securities and, accordingly, declaims any beneficial ownership in them.

         (2) Thesseus has a contractual  right to receive 8.5 million  shares of
         Preferred Stock when the Company amends it Articles of Incorporation to
         authorize  the  issuance of  preferred  stock.  Each share of Preferred
         Stock, which will contain appropriate anti-dilution provisions, will be
         initially  convertible  into one  share of  Common  Stock.  In order to
         obtain  liquidity  in its  investments,  Thesseus  has entered  into an
         agreement  with Messrs.  Washington  and Galanis  pursuant to which the
         Preferred  Stock,  and any Common Stock into which it may be converted,
         are  subject  to a  put  and  call  option.  The  aggregate  price  for
         exercising  this option is $6.69 million.  The number of shares subject
         to this  right,  which  will  terminate  two  years  after the date the
         Preferred Stock is issued,  will decrease by 5% every three months, but
         the aggregate  purchase price will not decrease.  The right to call can
         be exercised only by Messrs. Washington and Galanis acting together and
         only for the entire amount of shares subject to purchase at the time of
         exercise.

         (3)  Excludes  1  million  shares  underlying   Options  to  be  become
         exercisable  when the Company amends its Articles of  Incorporation  to
         increase  the  number  of  shares  of  Common  Stock  it  is  currently
         authorized to issue.

         (4) Excludes 50,000 shares underlying  Options to be become exercisable
         when the Company amends its Articles of  Incorporation  to increase the
         number of shares of Common Stock it is currently authorized to issue.

         (5) Excludes 200,000 shares underlying Options to be become exercisable
         when the Company amends its Articles of  Incorporation  to increase the
         number of shares of Common Stock it is currently authorized to issue.

         Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned hereunto duly authorized.

                                               SHANECY, INC.
                                               ------------------------------
                                               (Registrant)

         Date   November 26, 1999              /s/Jason W. Galanis
                                               ------------------------------
                                               Jason W. Galanis, President

                               Page 9 of 9 Pages
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K FOR SHANECY, INC.", "secsgml_size_bytes": 38709}]
{"company-data": {"conformed-name": "SHANECY INC", "cik": "0001081227", "assigned-sic": "8082", "irs-number": "880407731", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25521", "film-number": "99765799"}, "business-address": {"street1": "13640 WHITE ROCK STATION ROAD", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "6196739203"}, "mail-address": {"street1": "13640 WHITE ROCK STATION RD", "city": "POWAY", "state": "CA", "zip": "92064"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) November 11, 1999
                                                        -----------------

                                  SHANECY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                    0-25521            88-0414076
     ----------------------------      ------------      -------------------
     (State or other jurisdiction      (Commission         (IRS Employer
        of incorporation)              File Number)      Identification No.)

            1530-625 Howe Street, Vancouver, British Columbia V6C2T6
            ----------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)

        Registrant's telephone number, including area code (604) 889-1584
                                                           --------------

                 13640 WHITE ROCK STATION ROAD, POWAY, CA 92064
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)
Item  1  Changes  in  Control  of  Registrant,  Item 2  Acquisition  or
         Disposition of Assets and Item 5 Other Events.

         Change in Control

         On  November  11,  1999,  the  two  directors  of  Shanecy,  Inc.  (the
         "Company"),  Ann Myers and Jill Wright,  appointed Jason W. Galanis and
         Kevin L. Washington to replace them and resigned. On November 19, 1999,
         Harry J. Weitzel  joined the Company as Chairman of the Board and Chief
         Executive  Officer,  Michael Bodnar became  Treasurer,  Chief Financial
         Officer and a  director,  Dr.  Rory F.  Knight  became a director,  and
         Leighton A. Bloom was appointed Chief Information Officer.

         Change of Business Direction

         The  Company,  under the  direction of its new Board,  has  initiated a
         business plan to act as a publicly  traded venture capital company that
         intends to  concentrate  on  businesses  using the  Internet to provide
         products  and  services to the  moderate  income  consumer  market.  It
         believes that this market has been largely under served by the majority
         of such companies. Accordingly, the Board has determined that investing
         in these  companies  will  promote its primary  objective  of enhancing
         long-term value for the Company's shareholders.

         The Company intends to invest with entrepreneurs who management believe
         demonstrate  superior strategies in ventures which support the consumer
         oriented  Internet  applications  noted above.  These strategies should
         include  utilizing  payment  vehicles  such as credit,  debit and smart
         cards or  other  electronic  wallet  technologies  as well as  consumer
         information  management  systems relating to, among other things,  data
         mining,  consumer  profiling and demographic  selection.  The Company's
         management  plans to  assume  an active  role by  implementing  what it
         believes  will be  appropriate  managerial  and fiscal  discipline.  It
         intends to augment  the  Company's  venture  investments  with  support
         services including  financing,  personnel  recruitment,  technology and
         marketing.

         Management has determined that an investment strategy  concentrating on
         synergistic  Internet  companies  is  in  the  best  interests  of  the
         Company's shareholders. The Company plans to develop its business model
         based on an  organization  wherein a group of  inter-related  companies
         maintain some common equity ownership,  act as preferred  customers and
         provide  management  and financial  support to each member.  Management
         believes that the transactions described herein support several aspects
         of this business strategy by acquiring (a) a consumer-oriented Internet
         business   that  expects  to  add  Internet   subscribers   which,   in
         management's opinion, may in the future serve as a pre-defined customer
         base for other  investments of the Company;  (b)  proprietary  database
         technology and an associated  gross royalty stream which should provide
         a predictable  cash flow; and (c) senior  management  with  diversified
         professional experience and resources.

         The  Company  will  attempt  to  maximize   shareholder  value  in  its
         constituent  companies  by seeking  initial  public  offerings,  rights
         offerings,  mergers,  sales,  acquisitions and similar transactions for
         these   companies,   and/or  by   distributing   their  shares  to  its
         shareholders. No assurance can be given, however, that the Company will
         be successful in consummating any of these transactions.

         Description of Transactions

         On November 11, 1999, as the initial step in implementing its strategy,
         the Company entered into two acquisition  transactions.  It agreed with
         K.  Washington-Galanis  Investments  LLC, a private  investment  entity
         controlled by Messrs.  Washington  and Galanis,  to acquire  CASA@Home,
         Inc.  ("CASA")  for 2 million  shares of its common  stock (the "Common
         Stock").  It also  agreed  with  Thesseus  International  Asset Fund NV
         ("Thesseus")  to  acquire  100%  of  Eikos  Acquisition,  Ltd.  ("EAL).
         Thesseus is a closed-end  venture  capital fund formed in November 1997
         in the Netherlands Antilles. It engages in the identification, analysis
         and  acquisition of growth  companies,  concentrating  its  investments
         primarily  in  financial   services   companies   with  an  information
         technology  orientation.  Messrs. Galanis and Washington are affiliates
         of Thesseus.

                               Page 2 of 9 Pages
As  consideration  for EAL,  the Company  issued 1.5 million  shares of
         Common Stock and granted  Thesseus a  contractual  right to receive 8.5
         million shares of convertible  preferred stock (the "Preferred  Stock")
         immediately  after the Company's  Articles of Incorporation are amended
         to authorize the Company to issue preferred stock.  Such amendment will
         require shareholder approval. Each share of Preferred Stock, subject to
         anti dilution provisions,  will be convertible into one share of Common
         Stock.  The  Preferred  Stock and any Common Stock into which it may be
         converted  are  subject  to a two  year  put and  call  option  between
         Thesseus and Messrs.  Washington and Galanis.  The aggregate  price for
         exercising this option is $6.69 million.

         CASA@Home, Inc.

         CASA is a recently formed Internet-based  service provider specializing
         in financial  services.  It plans to offer  moderate  income  consumers
         access to what it believes are the pricing transparency benefits of the
         Internet.  It has created database mining technology for application in
         an Internet Service Provider  ("ISP")  environment  which it intends to
         develop.  CASA intends to use  proprietary  systems it has developed to
         analyze  consumer  buying  patterns  with the  objective of  delivering
         highly targeted and  value-added  services to its  Subscribers.  It has
         entered into an agreement with companies  affiliated with Thesseus that
         have  issuing  agreements  with  non-affiliated   credit  card  issuers
         pursuant to which it will be permitted  issue a new VISA(R) credit card
         to each of its Subscribers. The card will provide the Subscriber with a
         payment mechanism for e-commerce  transactions CASA plans to facilitate
         while  simultaneously  providing the Company with  statistically  based
         information to better assess individual customer requirements.

         CASA  plans  to  become  an  initiating   ISP  for  consumers  who  are
         inexperienced with the Internet. It will concentrate on moderate income
         consumers who must direct the great  proportion of their income towards
         non-discretionary  spending, such as food, housing,  transportation and
         clothing.  Because the  Internet  has  provided  the means to lower the
         offering,  distribution  and  transaction  costs  for  these  types  of
         expenditures,   CASA  believes  that  its  systems   should  offer  its
         Subscribers  the  ability  to reduce  these  expenditures  and  thereby
         increase  income  available  for  discretionary  spending.  The Company
         believes that a substantial number of  moderate-income  households have
         restricted  or no  access  to  the  Internet.  It  intends  to act as a
         financial  services  portal,   merging  information  from  the  ongoing
         examination  of customer  profile,  credit  bureau file and credit card
         buying patterns. It will use various currently existing Internet search
         engines  to  gather  comparative  information  on the cost of goods and
         services in order to secure reduced prices for the non-discretionary as
         well as discretionary expenditures of its Subscribers.

         CASA believes that this socio-demographic population is under-served by
         other ISPs.  Based on research  conducted  by  management,  the Company
         estimates that this population approximates 42 million households. CASA
         believes that the  extensive  experience  of its  management  with this
         group (see "Directors and Executive  Officers" below) should provide it
         with a  competitive  advantage  in acquiring  subscribers  and applying
         information  technology in determining customer preferred services.  It
         will  seek to act as an  information  filter  for its  Subscriber  base
         through refinements provided by customer usage and feedback.

         CASA anticipates that it will begin to solicit subscribers in the first
         quarter  of  2000.  The  Company   estimates  that  CASA  will  require
         approximately  $1.5 million to implement  its initial  marketing  plan.
         Substantial  additional funding will also be required to support CASA's
         ongoing  development  and  operations.  CASA plans to seek such funding
         through  equity  and/or  debt  financing  as well  as  from  commercial
         financing sources that may be available for the credit card receivables
         that CASA develops.  The Company  currently has no commitments for such
         financing  and no assurance can be given that it will be able to obtain
         financing on acceptable terms, if at all. In addition, because CASA has
         been newly organized and has not yet commenced operations, no assurance
         can be given that its business will ever generate  material  revenue or
         be commercially viable.

                               Page 3 of 9 Pages
Eikos Acquisition Limited

         Eikos  Acquisition  Limited ("EAL") is a corporation  formed in October
         1999 under the laws of the Isle of Man.  Its only  material  asset is a
         49.5% equity  interest in Eikos  Management  LLC  ("Eikos"),  a limited
         liability  company  formed under the laws of the Isle of Man on October
         22, 1997. The principal asset of Eikos is a Mutual Business Development
         Agreement  (the "MBDA") dated October 8, 1996, as amended  December 16,
         1997 and  September 1, 1998,  with The Credit  Store,  Inc., a Delaware
         corporation with offices in Sioux Falls,  South Dakota. Mr. Galanis was
         a founder of The Credit Store and  developed  certain  database  mining
         technology and  computer-based  business  methodology which was used by
         The Credit  Store in its  operations.  The Credit  Store,  which is now
         unaffiliated  with Mr.  Galanis,  is a  nationwide  financial  services
         company  engaged in the  acquisition  and  recovery  of  non-performing
         consumer receivables and the origination and servicing of credit cards.
         It acquires  portfolios  of  non-performing  consumer  receivables  and
         originates  new credit  cards to those  consumers  who satisfy  certain
         credit  criteria  and agree to pay all or a portion of the  outstanding
         amount due on their debt.

         Pursuant  to the MBDA,  Eikos is entitled to receive a license fee (the
         "Fee"), in cash and performing  credit card receivables,  equal to from
         3% to 5% of gross credit card  receivable  originations  (as defined in
         the MBDA)  produced  by The  Credit  Store up to $24  million  during a
         period  ending in September  2004.  Approximately  $1.7 million of this
         amount  had been paid prior to the  Company's  acquisition  of EAL.  As
         amended,  the MBDA  obligates The Credit Store to pay Eikos $75,000 per
         month in cash through  September  2004 and accrue any Fee  overage.  At
         that time the parties will  determine the  aggregate  amount of the Fee
         then earned by Eikos and any difference between the amount earned up to
         an  aggregate  of $24  million and the amount  previously  paid will be
         remitted  to  Eikos  by The  Credit  Store.  In  consideration  for the
         accrual,  The  Credit  Store is also  obligated  to pay Eikos a monthly
         deferral  fee of  $22,500  in  cash  or,  at  its  option,  $25,000  in
         performing credit cards, during the same period.

         The Company can make no  representation  as to the amount of the Fee it
         will  receive  since this  amount  will be based on factors  beyond the
         Company's control. These include, among others, the financial resources
         of  The  Credit   Store  and  its  ability  to  generate   credit  card
         receivables. In addition, Eikos is administered by Ionian Trust Company
         Limited  ("Ionian"),  pursuant  to an  agreement  (the  "Administration
         Agreement") dated August 31, 1998. The Administration  Agreement grants
         Ionian   the  right  to   determine   the  amount  and  timing  of  any
         distributions  that may be made to the  members of Eikos.  Accordingly,
         although EAC has, in effect, a 49.5% interest in the MBDA,  Ionian will
         control  the amount and timing of any  distributions  to EAC  resulting
         from Fees  generated  by the  MBDA.  Ionian is a  Republic  of  Ireland
         corporation with an office at 65 Cliff Road, Tramore, County Waterford,
         Republic of Ireland.  Derek Galanis is the  controlling  shareholder of
         Ionian.  He is the of brother of Jason  Galanis and owns  approximately
         9.9% of the Company's Common Stock.

         The MBDA also permits  Eikos to use,  outside of the United  States and
         Canada,  proprietary technology developed at The Credit Store and other
         intellectual  property relating to the  administration  and information
         processing of databases  connected  with consumer  credit cards and the
         electronic consumer credit business generally.

         In  addition  to  its  interest  in  EAL,   CASA  has  a  portfolio  of
         non-performing  credit  cards which it acquired  from an  affiliate  of
         Thesseus. Management believes that this portfolio has limited value.

         Forward-Looking Statements

         There  are  forward-looking  statements  in this  document,  and in the
         Company's public documents to which they may refer, that are subject to
         risks and  uncertainties  in addition to those set forth  above.  These
         forward-looking   statements  include  information  about  possible  or
         assumed future results of the Company's  operations.  Also, when any of
         the  words   "may,"   "will,"   "believes,"   "expect,"   "anticipate,"
         "estimate,"  "continue" or similar expressions are used, the Company is
         making  forward-looking  statements.  Many possible  events or factors,
         including  but not  limited  to those set forth  herein,  could  affect
         future  financial  results and  performance.  This could cause  Company
         results or performance to differ materially from those expressed in any
         forward-looking statements.  These and other risks are described in the
         Company's other publicly filed documents and reports that are available
         from the Company and from the SEC.

                               Page 4 of 9 Pages
Directors and Executive Officers

         The current directors and executive officers of the Company are:

         Name                         Age   Position
         ----                         ---   --------
         Harry J. Weitzel (1)         61    Chairman of the Board of Directors
                                            and Chief Executive Officer

         Jason W. Galanis (1)         29    President, Chief Operating Officer
                                            and Director

         Kevin Washington             27    Secretary and Director

         Michael Bodnar (1)           51    Treasurer, Chief Financial Officer
                                            and Director

         Dr. Rory F. Knight           46    Director

         Leighton A. Bloom (1)        64    Chief Information Officer

         (1) These  individuals are also officers  and/or  directors of CASA and
         will devote a portion of their time allocated to the Company's  affairs
         to the  business of CASA.  Mr.  Weitzel is  Chairman of the Board,  Mr.
         Galanis is  President,  Chief  Executive  and  Operating  Officer and a
         Director,  Mr. Bodnar is Chief Financial  Officer,  Secretary/Treasurer
         and a Director, and Mr. Bloom is Chief Information Officer.

         All of the Company's  officers and directors are affiliates of Thesseus
         except for Mr.  Bloom.  Messrs.  Galanis,  Weitzel  and Dr.  Knight are
         directors,  Mr. Bodnar is Chief Financial Officer and Mr. Washington is
         a major stockholder.

         At each annual  meeting of  shareholders,  all of the directors will be
         elected to serve from the time of election and qualification  until the
         next annual meeting following election. Each officer is elected by, and
         serves at the  discretion of, the board of directors.  Messrs.  Weitzel
         and  Galanis  will  devote  substantially  all  of  their  time  to the
         Company's  business,  Mr., Bodnar will devote  approximately 75% of his
         time to the Company's business,  and Messrs.  Bloom and Washington will
         devote  approximately 50% of their time to the Company's business.  Dr.
         Knight will devote such time to the  Company's  affairs as is necessary
         to discharge his duties. There are no family relationships among any of
         the directors.

         Harry J.  Weitzel.  Mr.  Weitzel  currently is, and has been since June
         1998,  the Managing  Principal of Cedar Cove  Advisors,  LLC, a private
         investment  management and financial advisory firm located in Lexington
         Park, Maryland.  From August 1996 to May 1998 he was the CEO of Pacific
         Consumer Funding,  LLC, ("PCF") a major national  originator,  servicer
         and seller of sub-prime  consumer loans located in Dallas,  Texas.  Mr.
         Weitzel  continues  to serve as a  consultant  to Pacific USA  Holdings
         Corp.,  PCF's parent.  From January 1992 to July 1996,  Mr. Weitzel was
         President of the Consumer Asset Management Division ("CAMD"),  formerly
         CLS,  of  Electronic  Data  Systems  Corporation.  Under Mr.  Weitzel's
         direction, CAMD became a leading provider of consumer loan out-sourcing
         services in the United States and actively participated with clients in
         the  creation  of national  financial  conduits  for  various  types of
         consumer  loans.  Prior  to  joining  CAMD,  Mr.  Weitzel  was with MNC
         Financial  Corporation (a major commercial bank holding company) for 30
         years,  retiring as President of MNC Retail Services  Corporation,  its
         consumer  finances  subsidiary.  While at MNC, Mr. Weitzel also oversaw
         its international  merchant banking operation,  which was headquartered
         in London and served as Chairman of its Luxembourg bank subsidiary.  He
         also served as a director of MBNA which, since 1982, has developed into
         the world's third  largest  credit card lender with over $50 billion in
         consumer  receivables.  Mr.  Weitzel was also a founder of Thesseus and
         has served as a director since its inception.

                               Page 5 of 9 Pages
Jason W.  Galanis.  Mr.  Galanis  is a  principal  of  Vianden  Capital
         Management,  L.L.C.,  the  investment  advisor  to  Thesseus,  which he
         founded in December 1997. He is a managing director of KnightVianden, a
         financial  services company which he co-founded with Dr. Knight and Mr.
         Washington in October 1998. In June 1992 he co-founded, with his family
         trust,  a credit  card  receivables  management  firm which  became The
         Credit  Store.  In January  1996 a company  affiliated  with The Credit
         Store  acquired  Service  One   International,   Inc.,  a  credit  card
         originator  and  servicer  located in Sioux  Falls,  South  Dakota.  In
         October 1996 the trust and other shareholders sold The Credit Store and
         its affiliates,  including  Service One, to a New York-based  financial
         services group in a transaction  which included the  acquisition of the
         MBDA.  Since that time, Mr. Galanis,  in his capacity as a principal of
         Vianden Capital, has assisted Thesseus in completing the acquisition of
         the assets of two  Canadian  investment  partnerships,  and has advised
         Thesseus on several financial services industry  investments in Canada,
         the US and the UK. Mr.  Galanis was also a founder of Thesseus  and has
         served as a director since February 9, 1998.

         Michael Bodnar. Mr. Bodnar has been Chief Financial Officer of Thesseus
         since December  1997. He has been a member of the British  Columbia and
         Canadian Institutes of Chartered Accountants since 1978. From June 1997
         until he joined Thesseus,  Mr. Bodnar was Chief Financial  Officer of a
         group of financial  services sector companies with offices in Vancouver
         that  concentrated in the distressed debt field. In this capacity,  his
         responsibilities  included overseeing the accounting and record keeping
         functions for a portfolio of both performing and non-performing Visa(R)
         and MasterCard(R) receivables. From March 1983 to April 1997 Mr. Bodnar
         was Vice President,  Finance for Wosk's Ltd., a major Western  Canadian
         retailer of furniture,  appliances and electronics products,  where his
         responsibilities  included  overseeing  all areas of consumer  finance,
         including  credit  card  programs.  From  1973 to 1983 he was a  Senior
         Manager with KPMG in its Vancouver and New Westminster  offices,  where
         he performed audit and general business advisory services.

         Rory  Knight.  Dr.  Knight is Dean of Templeton  College,  the graduate
         business  school at Oxford  University,  a  position  he has held since
         1994.  He is also a Fellow in Finance at the  College.  Dr.  Knight has
         extensive  experience in working and consulting in the financial sector
         in the UK, Europe and Asia. Prior to coming to Oxford he was the Deputy
         Director of a foundation  within the Swiss  National  Bank (the central
         bank of  Switzerland)  from 1986 to 1994.  In this  capacity  he worked
         directly  with  the  Directorate  and with  the  International  Banking
         sector.  Dr.  Knight's  work on  shareholder  value has been  published
         internationally and includes the Value Creation Quotient (VCQ(TM)), his
         public company quantitative analysis.

         Dr.  Knight  acts as a  consultant  to a  number  of  banks  and  large
         corporations on financial management issues. He has also held chairs in
         Finance in the  University of Cape Town and IMD,  Lausanne,  and is the
         Chairman of the Finance  group within the Ecole  Nationale des Ponts et
         Chaussees in Paris.  In early 1997 the  University of Oxford  appointed
         Dr.  Knight  to the  newly  created  post  of  Deputy  Director  in the
         University's  School of Management Studies with special  responsibility
         for  Executive  Education.  Dr.  Knight's  role has been to develop and
         co-ordinate  the  University's  accredited  courses  for  managers  and
         executives.

         Dr.  Knight was also a founder of Thesseus and has served as a director
         since its inception, and is a founding partner of KnightVianden Capital
         with Messrs. Galanis and Washington.

         Kevin Washington. Mr. Washington is and has been since 1997 a principal
         in Olympic Holdings, a privately held equity securities  investment and
         trading firm with  offices in Los Angeles and London.  He is a founding
         partner of KnightVianden Capital. Mr. Washington is also a partner in a
         family  partnership  which has  interests in real estate,  avionics and
         other venture capital investments.

         Leighton  Bloom.  Mr.  Bloom is  currently  and has been  since  1998 a
         technology  consultant to Key Bank on Internet and intranet information
         retrieval  and  publishing.  He was a senior  technology  consultant to
         Chemical Bank and its successor  Chase  Manhattan  Bank from 1993 until
         August 1999,  developing  techniques for management of, and information
         mining and  distribution  from,  very  large  investment  databases  in
         support of  private,  corporate  and mutual fund asset  managers,  most
         recently for intranet publication.  Previously,  from 1991 to 1993, Mr.
         Bloom was a senior  consultant to  Donaldson,  Lufkin & Jenrette on the
         collection,  management and internal  publication of investment banking
         information;  to  Avon  Corporation  on data  mining  and  analysis  of
         marketing program effectiveness; and to Aetna, Inc. on the optimization
         of computer-based  corporate health care customer service interactions.
         During 38 years in the  computing  industry,  Mr.  Bloom has  developed
         systems for several other firms in the financial  services  industry as
         well as firms in other industries that include publishing,  litigation,
         real  estate,   natural   resources,   manufacturing,   transportation,
         communications, and advertising.

                               Page 6 of 9 Pages
Mr. Bloom has extensive experience in the conception,  architecture and
         design of  multi-tier  systems that rely on, in addition to  mainframe,
         mid-range  and  personal  computers,  massive  data  storage and a wide
         variety  of  data  and  voice  communication  technologies,   including
         recently developed techniques for heterogeneous-content interchange via
         the Internet.

         Compensation

         It is anticipated that the Company will pay Messrs.  Weitzel,  Galanis,
         Washington  and Bloom annual  salaries of $240,000 each, and Mr. Bodnar
         an annual salary of $60,000.  Messrs.  Washington,  Galanis,  Bloom and
         Bodnar will receive no  additional  compensation  for the services they
         will  perform for CASA.  The Board  intends to accrue the  compensation
         payable to Messrs.  Galanis and Washington until it determines that the
         Company's cash flow is reasonably adequate to make these payments.

         The Company has agreed to grant options (the  "Options") to purchase an
         aggregate of  4,250,000  shares of its Common Stock to its officers and
         directors in consideration for their respective  agreements to serve in
         the capacities set forth herein.  The Options,  which will be reflected
         in written  agreements  to be  executed  between  the  Company  and the
         optionees,  are  intended  to qualify  as  incentive  stock  options as
         described  in Section  422 of the  Internal  Revenue  Code of 1986,  as
         amended.  They will contain  appropriate  anti-dilution  provisions and
         will  become  exercisable  immediately  after the  Company  amends  its
         Articles of  Incorporation  to increase  the number of shares of Common
         Stock it is currently  authorized to issue.  The Options will terminate
         on the sooner of five years after the date of issuance or 90 days after
         the optionee  ceases to be  affiliated  with the Company.  The exercise
         price for the Options granted to Mr. Bodnar and Dr. Knight is $0.08 per
         share  which  is  100%  of the  fair  market  value  of the  shares  as
         determined by the Board of Directors on the date of the agreement.  The
         exercise price for the Options granted to Messrs.  Galanis,  Washington
         and  Bloom is 110% of the fair  market  value or $0.09 per  share.  The
         following  table  sets forth the name of each  optionee,  the number of
         shares  underlying  the  Options  granted  to him,  and  the per  share
         exercise price of the Options:

                                          Number of
         Name of Optionee             Underlying Shares          Exercise Price
         ----------------             -----------------          --------------
         Harry J Weitzel                  1,000,000                  $  0.09

         Jason W. Galanis                 1,000,000                  $  0.09

         Kevin Washington                 1,000,000                  $  0.09

         Leighton Bloom                   1,000,000                  $  0.09

         Rory Knight                        200,000                  $  0.08

         Michael Bodnar                      50,000                  $  0.08

         Information Relating to the Company's Securities

         As of the date hereof,  the Company is authorized to issue an aggregate
         of 20  million  shares of common  stock,  par  value  $0.001,  of which
         8,495,000 shares are outstanding.

                               Page 7 of 9 Pages
Each  holder of Common  Stock is entitled to one vote for each share on
         all  matters  to be voted upon by the  shareholders.  Holders of Common
         Stock have  cumulative  voting  rights.  They are  entitled  to receive
         ratably dividends,  if any, as may be declared from time to time by the
         board of directors out of legally  available  funds.  In the event of a
         liquidation,  dissolution  or  winding  up of the  Company,  holders of
         Common  Stock  would  be  entitled  to share  in the  Company's  assets
         remaining  after the payment of  liabilities.  Holders of Common  Stock
         have no preemptive or conversion rights or other  subscription  rights.
         In  addition,  there  are no  redemption  or  sinking  fund  provisions
         applicable to the Common Stock. All outstanding  shares of Common Stock
         are fully paid and non assessable.

         Principal Shareholders

         The  following  table  sets  forth  information  with  respect  to  the
         beneficial ownership of shares of Common Stock as of the date hereof by
         each  person  known by the Company to be the  beneficial  owner of more
         than 5% of the  Common  Stock;  each  of the  Company's  directors  and
         executive officers; and all officers and directors as a group.

         The Company has determined  beneficial ownership in accordance with the
         rules of the SEC which include voting or investment  power with respect
         to shares.  Unless otherwise indicated,  the persons named in the table
         have sole  voting and  investment  power with  respect to the number of
         shares  beneficially owned by them. The number of shares of outstanding
         Common Stock used in calculating  percentage  ownership for each listed
         person  includes  the  shares of Common  Stock  underlying  options  or
         warrants  held by the person and  exercisable  within 60 days after the
         date hereof,  but excludes shares of Common Stock underlying options or
         warrants held by any other person.  Jason Galanis and Derek Galanis are
         brothers and Kevin  Washington and Kyle  Washington  are brothers.  All
         addresses  for  the  officers  and  directors  are c/o  Shanecy,  Inc.,
         1530-625 Howe Street, Vancouver, British Columbia V6C2T6.

                                                 Shares of          Approximate
                                              Common Stock            Percent
                                                Beneficially            of
         Name and Address                         Owned                Class
         ----------------                     --------------        -----------
         Thesseus International
          Asset Fund NV (1), (2)
         Zeelandia Office Park,
         16 Kaya W.F.G. (Jombi)
         Mensing, Curacao,
         Netherlands Antilles                   1.5 million           17.65

         Harry J Weitzel                             (3)                -

         Jason W. Galanis (1) and (2)                (3)                -

         Kevin Washington (2)                        (3)                -

         Michael Bodnar                              (4)                -

         Rory Knight                                 (5)                -

         Leighton Bloom                              (3)                -

         Derek M. Galanis                        820,000               9.90
         445 Marine View Avenue
         Del Mar, California 92014

         Kyle Washington                         820,000               9.90
         10 Pemberton avenue
         North Vancouver, BC V7P2R1

         Officers and Directors              (1) through (5)            -

                               Page 8 of 9 Pages
(1) Mr. Galanis is a one fourth beneficiary of a family trust that owns
         90,867 shares of C Preferred Stock and 2,970,640 shares of Common Stock
         of Thesseus.  He has no voting or  investment  power with respect these
         securities and, accordingly, declaims any beneficial ownership in them.

         (2) Thesseus has a contractual  right to receive 8.5 million  shares of
         Preferred Stock when the Company amends it Articles of Incorporation to
         authorize  the  issuance of  preferred  stock.  Each share of Preferred
         Stock, which will contain appropriate anti-dilution provisions, will be
         initially  convertible  into one  share of  Common  Stock.  In order to
         obtain  liquidity  in its  investments,  Thesseus  has entered  into an
         agreement  with Messrs.  Washington  and Galanis  pursuant to which the
         Preferred  Stock,  and any Common Stock into which it may be converted,
         are  subject  to a  put  and  call  option.  The  aggregate  price  for
         exercising  this option is $6.69 million.  The number of shares subject
         to this  right,  which  will  terminate  two  years  after the date the
         Preferred Stock is issued,  will decrease by 5% every three months, but
         the aggregate  purchase price will not decrease.  The right to call can
         be exercised only by Messrs. Washington and Galanis acting together and
         only for the entire amount of shares subject to purchase at the time of
         exercise.

         (3)  Excludes  1  million  shares  underlying   Options  to  be  become
         exercisable  when the Company amends its Articles of  Incorporation  to
         increase  the  number  of  shares  of  Common  Stock  it  is  currently
         authorized to issue.

         (4) Excludes 50,000 shares underlying  Options to be become exercisable
         when the Company amends its Articles of  Incorporation  to increase the
         number of shares of Common Stock it is currently authorized to issue.

         (5) Excludes 200,000 shares underlying Options to be become exercisable
         when the Company amends its Articles of  Incorporation  to increase the
         number of shares of Common Stock it is currently authorized to issue.

         Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned hereunto duly authorized.

                                               SHANECY, INC.
                                               ------------------------------
                                               (Registrant)

         Date   November 26, 1999              /s/Jason W. Galanis
                                               ------------------------------
                                               Jason W. Galanis, President

                               Page 9 of 9 Pages