U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2000
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to ________________
Commission file no.: 0-26901
TECH-CREATIONS, INC.
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(Name of small business issuer in its charter)
Delaware 65-0869393
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1506 Briarhill Lane NE
Atlanta, GA 30324
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (404) 321-1192
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value
(Title of class)
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Copies of Communications Sent to:
Donald F. Mintmire, Esq.
Mintmire & Associates
265 Sunrise Avenue, Suite 204,
Palm Beach, FL 33480
Tel: (561) 832-5696 Fax: (561) 659-5371
<PAGE>
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $0.00.
Of the 5,000,000 shares of voting stock of the registrant issued and
outstanding as of December 15, 2000, 500,000 shares are held by non-affiliates.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates (computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity) as of
December 15, 2000 was $62,500 (for purposes of the foregoing calculation only,
each of the registrant's officers and directors is deemed to be an affiliate).
<PAGE>
PART I
Item 1. Description of Business.
(a) Business Development.
Tech-Creations, Inc. (hereinafter referred to as the "Company" or
"Tech") was organized under the laws of the State of Delaware on October 8,
1998. The Company is a developmental stage company organized by William H.
Ragsdale, the President and Director and sole executive of the Company whose aim
is to provide gardening and landscaping creations and services to the general
public in both the retail and wholesale market and to commercial markets located
in the Atlanta, Georgia, metropolitan area. The Company's offices are presently
located at 1506 Briarhill Lane NE Atlanta, GA 30324 and its telephone number is
(404) 321-1192.
The Company generally has been inactive, having conducted no business
operations except organizational and fund raising activities since its
inception. Tech received gross proceeds in the amount of $45,000 at inception
from Mr. William H. Ragsdale from the sale of 4,500,000 shares of common stock,
$0.0001 par value per share ( the "Common Stock). These founders shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Act"). From
October 26, 1998, through December, 1998 Tech received gross proceeds of $5,000
from the sale of a total of 500,000 shares of common stock, $.01 per value per
share (the "Common Stock"), in one (1) offering conducted pursuant to Section
3(b) of the Act, and Rule 504 of Regulation D promulgated thereunder ("Rule
504").(See: Part II. Item 4. "Recent Sales of Unregistered Securities). These
offerings were made in the State of Georgia, Tennessee, Kentucky and Florida. A
Confidential Offering Memorandum was used in connection with this offering and,
the business plan of the Company which was disclosed to each prospective
investor, was for the company to provide gardening and landscaping creations and
services to the public in both the retail and wholesale markets and to the
commercial markets in the Atlanta, Georgia, metropolitan area.
There are no preliminary agreements or understandings between the
Company and its sole executive officer and director or affiliates or lending
institutions with respect to any loan agreements or arrangements.
The Company intends to offer additional securities under Rule 506 of
Regulation D under the Act ("Rule 506) to fund its short and medium term
expansion plans.
(b) Business of Issuer.
General
Since its inception, the Company has conducted no business operations
except for organizational activities and an offering of Common Stock pursuant to
which it has received gross offering proceeds in the amount of $50,000. Further,
the Company has had no employees since its organization. It is anticipated that
the Company's sole executive officer and director will receive a reasonable
salary for services as the sole executive officer at such time as the Company
commences business operations. This individual will devote such time and effort
as may be necessary to participate in the day-to-day management of the Company.
The Company proposes to provide
<PAGE>
gardening and landscaping creations/design and services to the public in both
the retail and wholesale market and commercial market in the Atlanta, Georgia,
metropolitan area.
The following discussion of the market, as it relates to the Company's
medium and long term business objectives, is of course pertinent only if the
Company is successful in obtaining sufficient debt and/or equity financing to
commence operations.
William H, Ragsdale decided to provide gardening and landscaping
creations and services because of the belief that his creativity and
salesmanship when combined with his special appreciation of nature, will enable
him to effectively market and sell his landscaping creations and services which
will have the advantages of, among other things, greater availability of capital
and potential for growth through the vehicle of a public company as compared to
a privately-held company. The time required to be devoted by Mr. Ragsdale to
day-to-day affairs of the Company is presently estimated to be approximately
five to ten hours per week. This time commitment on his part is expected to
increase at such time, if ever, as Tech obtains sufficient funding with which to
commence operations, hire employees and search for a site where the Company can
locate its offices.
The Company will be dependent upon Mr. Ragsdale to market and sell
landscape creations/design and services for the Company. Mr. Ragsdale has unique
creative skills and a special appreciation of nature which will contribute
greatly to the field. The Company believes his special appreciation of nature
and extensive networking ability will expose it to many business opportunities
and sales. Nevertheless, while Mr. Ragsdale has been successful in the past,
there can be no assurance that he will be successful in the marketing and
selling of Tech's landscape creations/design and services in the future.
In its initial phase, the Company will operate out of offices provided
by Mr. Ragsdale. The address of the Company is 1506 Briarhill Lane NE, Atlanta,
Georgia. In the event the Company requires additional capital during this
initial start-up phase, Mr. Ragsdale has committed to fund the operation until
such time as additional capital is available.
Due to the limited capital available to the Company, the principal
risks during this phase are that the Company is dependent upon Mr. Ragsdale's
efforts, and that the Company will not be able to establish a sufficiently
profitable client base to establish the business.
To implement the initial plan, the Company intends to initiate a
self-directed private placement under Rule 506 in order to raise an additional
$100,000. In the event such placement is successful, the Company believes that
it will have sufficient operating capital to meet the initial goals and
operating costs for a period of nine(9) months. In the event the Company is not
successful in raising such funds, the Company believes that it will not be able
to continue operations with existing funds and the financial support of Mr.
Ragsdale beyond a period of nine(9) to twelve(12) months.
Even if the Company is successful at raising this additional money,
there can be no assurance that the sales it generates will be sufficient to
establish a viable business. Furthermore, the Company may face unforeseen costs
associated with entry into the landscape creations/design and services market.
The Company still will be largely dependent upon Mr. Ragsdale' ability to find
suitable clients on a profitable and timely basis. Although the Company believes
the $100,000 is sufficient
<PAGE>
to cover operations for the projected period, there can be no assurance that
such funding can cover the additional risks associated with expansion.
If the Company is able to generate enough revenue during the initial
phase to support the business, in the medium term, the Company plans to expand
its services outside the Atlanta metropolitan market and to the immediately
surrounding geographic area. With each successful expansion into the marketplace
the Company believes it will further propel its growth and profitability.
Although there is no assurance that the Company will be able to expand its sales
and achieve profitability outside the Atlanta metropolitan market.
The principal risks of these expanded marketing operations would be
unforeseen costs associated with entry into the expanded market, increased costs
associated with a larger geographic area of coverage, additional employee
related costs associated with a larger support staff, inability to establish a
presence in the expanded market place, and, lastly, increased risks of
insufficient working capital associated with the lapse between the incurring of
receivables and the actual receipt of their payment. Should the Company incur
any large liabilities because of its operations, which risk increases as the
Company's geographic coverage expands, such liabilities could have a
substantially detrimental affect upon the Company's financial condition.
Further, should the Company be unable to secure the financing required for the
additional expansion, the anticipated revenues from a reduced operation, while
potentially able to meet the operating needs of the Company, would impede the
likelihood of incremental revenue increases necessary for the long term
financial success of the Company.
The Company plans to monitor closely its medium term operations for
approximately one (1) year. If it has been successful in securing the necessary
financing and if its operations are capable of sustaining itself, the Company
intends to seek additional financing in the form of conventional bank financing,
small business administration financing, venture capital or the private
placement of corporate debt for a total of approximately $1,000,000. There can
be no assurance that any of these financing sources will be available to the
Company. If the Company's plan to seek additional financing is successful, the
Company intends to open additional offices which compliment the Atlanta
metropolitan operations and add a regional manager to oversee these additional
operations. The Company believes that such expansion will place the Company in a
position to be a major presence in the landscape creations/design and services
market. If the Company's subsequent expansion is implemented, Mr. Ragsdale
believes he will be able to oversee the operation with the addition of a
regional manager.
The Company has not sought as of yet any debt financing since it
believes that any qualified venture capital firm will not loan any funds to the
Company until such time as it is fully reporting and has completed at least two
years of profitable operations. Once it has met those criteria, the Company
intends to seek out funds from licensed venture capital firms and to negotiate
terms which will fit the financial capabilities of the Company. Since the
Company does not expect to seek debt financing until such time as it has
successfully expanded its services to additional locations, it believes that it
can negotiate appropriate placement and repayment terms for such borrowings.
However, there can be no assurance that such funds will be available to it or
that suitable terms which are most advantageous to the Company can be
negotiated. In addition, the Company does not, at this time, anticipate that it
will require substantial leverage to fund the expanded operations. However, in
the event the Company did receive debt financing and in the event the Company
were not successful in sustaining operations or meeting such debt and defaulted
in its payments on the
<PAGE>
debt, then such debt financing could foreclose upon the Company's interests to
the detriment of its shareholders.
Although the Company is authorized to borrow funds, as discussed, it
does not intend to do so until such time as it has been operating for a given
period of time. At such time as the Company seeks borrowed funds, it does not
intend to use the proceeds to make payments to the Company's management (except
as reasonable salaries, benefits and out of pocket expenses). The Company has no
present intention of acquiring any assets or other property owned by any
promoter, management or their respective affiliates or associates or acquiring
or merging with a business or company in which the Company's promoter,
management or their respective affiliates or associates directly or indirectly
have an ownership interest. Although there is no present potential for a related
party transaction, in the event that any payments are to be made to a promoter
and management such will be disclosed to the security holders and no such
payments will be made in breach of the fiduciary duty such related persons have
to the Company.
There are no arrangements, agreements or understandings between
non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of the Company's affairs. There are no arrangements, agreements or
understandings under which non-management shareholders will exercise their
voting rights to continue to elect the current directors to the Company's Board
of Directors.
In the event the Company is successful in securing the additional
financing for its long term expansion, it plans to seek acquisitions of
qualified companies which the Company believes will compliment its overall
strategy inside and outside of the State of Georgia. The Company will seek
acquisitions of related and/or un-related companies and expand its operations to
eventually encompass the entire United States. At such time as the Company
commences business and enters markets outside the State of Georgia, the Company
will be required to comply with applicable state regulations regarding such
entities.
Such increased expansion may increase greatly the risks associated with
the Company's operations. The Company will continue to be dependent upon
obtaining a sufficient number of clients to purchase its landscaping creations
and services. In addition, increased operations and expansion into other
geographic areas expose the Company to the potential of intense competition. In
addition, the larger the geographic market, the greater the chance of increased
labor costs. Furthermore, exposure to competition from larger and more
established landscape creations/design and services companies, many of whom have
greater resources than the Company may be detrimental to the continued success
of the Company. The Company anticipates that revenues from such expanded
operations may also result in greater revenue fluctuations due to differences in
regional market demand and the Company's increasing labor needs. Also, the
Company will be required to pay wages to a larger labor force while still
experiencing possible delays in direct payments received from sales receivables.
In addition, with expansion and implementation of an employee benefit plan which
the Company believes is necessary in order to be competitive for qualified
employees, in the event such plan were to be disallowed, loss of qualified
status could have an adverse effect upon the Company. Finally, as a larger
Company, it could face possible adverse affects from fluctuations in the general
economy and business of its clients.
Another avenue available to the Company to aid its ability to expand is
to seek a reverse merger with a larger public company. While the Company has no
present intention to seek such a merger, in the event that an appropriate
vehicle were to become known to the Company, the Board
<PAGE>
of Tech would evaluate the relative risks and merits of such a merger to the
overall plans for the Company. The Company may also seek to expand by
acquisition of unrelated companies which engage in related services such as
plant and tree nurseries, greenhouses and other landscaping design and servicing
companies, as well as other unrelated businesses which engage in similar and/or
dissimilar services to the Company.
As a reporting company the Company is required to file quarterly on
Form 10-QSB and annually on Form 10-KSB and in each case, is required to provide
the financial and other information specified in such forms. In addition, the
Company would be required to file on Form 8-K in the event there was a change of
control, if the Company acquires or disposes of assets, if there is a bankruptcy
or receivership, if the Company changes its certified accountants, upon the
occurrence of other events which may be relevant to the security holders, and
after certain resignations of directors. Being subject to such reporting
requirements reduces the pool of potential acquisitions or merger candidates for
the Company since such transactions require that certified financials must be
provided for the acquiring, acquired or merging candidate within a specified
period of time. That is why the Company intends to expand through internal
operations through the short and medium term. At such time as the Company will
seek acquisitions or mergers, it will limit itself to companies which either
already have certified financial statements or companies whose operations lend
themselves to review for a certified audit within the required time.
There has developed over the recent past a recognition that creatively
designed and maintained landscaping can prove to be highly beneficial in
enhancing the market value of both a private residence and a commercial
development. The direct result of this development has been an explosion of
landscape industry professionals whose mission has been to create and design the
most attractive and cost effective landscaping plan for homes, apartment
complexes, residential planned communities and commercial developments. With the
explosion of new landscape professionals in the landscape creations/design and
service industry there has developed vigorous competition. The market is now
extremely vigorous, characterized by a relatively large number of companies.
Many of these companies have established reputations for their landscaping
creations and services successfully developing and marketing their services.
Many such companies also have greater financial, managerial, and Technical
resources than the Company.
Business Strategy
The Company's business strategy, which is dependent upon its obtaining
sufficient financing with which to implement its business plan (of which there
is no assurance), is to profitably participate in the growing market of
landscape creations/design and services in both the residential and commercial
markets. Once the Company commences to actively pursue business operations its
revenues will remain dependent upon the ability of the Company to sell its
landscape creations/design and services.
The Company's primary direct costs will be (i) marketing and sales
expenses related to the company's services, (ii) salaries to Mr. Ragsdale, and
an eventual regional manager and laborers (payroll cost), (iii) employee costs
(i.e payroll taxes) and associated employee benefits. Employment related taxes
consist of the employer's portion of payroll taxes required under the Federal
Income Contribution Act ("FICA"), which includes Social Security and Medicare,
and federal and state unemployment taxes. The federal tax rates are defined by
the appropriate federal regulations. State of Georgia unemployment tax rates are
affected by claims experience of which
<PAGE>
the Company has none at this time. Health benefits are comprised primarily of
medical insurance costs, but also include costs of other employee benefits such
as prescription coverage, vision care, disability insurance and employee
assistance plans.
The Company's gross profit margin will be determined in part by its
ability to minimize and control operating costs, and specifically labor costs;
maximize sales of landscape creations/design and services, and to maintain a
firm control on marketing, sales and advertising costs. The Company will also
attempt to maximize market penetration of its landscape creations/design and
services in order to capture a broad and diversified stream of revenue.
The Company's objective is to become a dominant provider of landscape
creations/design and services first in the Atlanta metropolitan area, and then
to contiguous markets in Georgia and, eventually throughout the State of
Georgia. The Company will thereafter expand into selected areas nationwide
provided it has the financial resources to do so. To achieve this objective, and
assuming that sufficient operating capital becomes available, the Company
intends to aggressively sell its services while focusing at first on the
Atlanta, Georgia, market which has various opportunities.
Management expects, in the event Tech achieves financial success
initially, to increase the Company's market penetration through internal
expansion and thereafter through selected acquisitions and/ or joint ventures.
Such acquisitions and/or joint ventures could include plant and tree nurseries,
other landscaping design and service companies and/or various other related and
unrelated companies in the Company's landscape creations/design and services
sales area. Management believes that in the current market, expansion into
markets beyond the State of Georgia could be especially attractive because it is
believed that the internal structuring of a successful operation in Georgia can
be replicated in other selected geographic areas with similar high growth
opportunities. However, such expansion presents certain challenges and risks.
There is no assurance that Tech, even if it is successful in establishing a
presence in the Atlanta, Georgia, metropolitan market, will be able to do so
profitably.
Sales and Marketing
The Company plans to market its landscape creations/design and services
through a combination of marketing channels including direct sales, franchising
and strategic alliances. The Company believes that this multi-channel approach
will allow the Company to quickly penetrate the market and gain brand-name
recognition. The Company believes that this approach will develop regional
awareness and ultimately allow it to become a market leader. Of the three
marketing channels which the Company intends to deploy, direct sales of services
is widely recognized as the most common in the industry due to the relationship
building that is necessary to be established between the Company's direct sales
representatives and its clients; in addition, strategic alliances have been used
successfully in the past. The Company also believes that in situations where a
large commercial account will require a wide range of the Companies services and
where a term of years contract has been executed between the parties proprietary
"in house" financing alternatives can lead to an additional number of successful
sales of services which might not otherwise result. These "company financed"
sales will not only produce added incremental revenues to the Company's bottom
line but will also contribute additional interest income.
Franchising is another means whereby a landscape creations/design and
services company can further expand its revenue stream. Through the approach of
franchising not only will the
<PAGE>
Company acquire additional sales but it will also increase its revenues through
the receipt of franchise fees. In addition, the Company believes another benefit
of franchising will be the enhancing of the Company's brand-name in the
marketplace. There can be no assurance however that any of these Techniques will
be successful. The Company intends to compete, assuming that it is successful in
obtaining sufficient financing, with other companies in its target market who
are currently providing landscape creations/design and services.
The Company anticipates that its initial sales and marketing efforts
will be via direct contacts and focused advertising. Good quality presentations
and professional follow-up with clients will be critical to the Company's
success. Initially, Mr. Ragsdale will secure the Company's client base. He will
visit clients and prospective clients on a regular schedule to allow for the
necessary lead time to unfold to permit clients to build confidence in the
effectiveness of Tech's services. To insure client satisfaction, Mr. Ragsdale
will pursue a pro-active approach with prospective and existing clients. This
pro-active approach will include the providing of customized marketing
information illustrating the various services Tech can provide and, where
applicable, illustrate the various financing alternatives available. The Company
believes the inclusion of "financial alternatives" will, in many cases, provide
a manageable way in which a client can utilize the Company's professional
services where he may otherwise have none and thereby close the sale. Mr.
Ragsdale will also when the business so warrants ad a regional sales manager to
the company to join him on client visits as a means to not only establish a
sound business relationship between the clients and the Company's principals but
also as a learning tool whereby the sales manager may become as knowledgeable
about the various features and benefits Tech has to offer as does Mr. Ragsdale.
The Company's eventual aim is to employ a company sales staff. The Company
believes that by employing its own sales personnel it will be able to penetrate
additional markets at a minimal cost since sales associates will be compensated
in the form of commissions based upon a client's purchase of the Company's
programs. A commission based compensation program the Company believes will
reduce its overhead costs.
The Company's ability to develop markets through the efforts of Mr.
Ragsdale, and eventually a sales force is, of course dependent upon management's
ability to obtain necessary financing, of which there can be no assurance.
Assuming the availability of adequate funding, Tech intends to stay abreast of
changes in the marketplace by remaining in the field where clients and
competitors can be observed firsthand. Tech does not immediately anticipate
obtaining long-term service contracts with clients since such contracts are
obtained only after much time and effort; however, management believes that the
acquisition of such clients can be first accomplished through a continuous
presence by the Company's sales representatives who will continuously build the
relationship, and more importantly, through the effective and professional
servicing of these clients in the short term.
The Company will attempt to maintain diversity within its client base
in order to decrease its exposure to downturns or volatility in any particular
industry. As part of this client selection strategy, the Company intends to
offer its services to those clients which have a reputation for reputable
dealings. The Company will attempt to avoid doing business with clients which
have a poor payment record in the immediately preceding 12 months. Where
feasible, the Company intends to evaluate each prospective client's reputation
in the marketplace including financial and personal references in the community.
<PAGE>
Competition
The markets in which the Company is engaged are subject to vigorous
competition. For example, one Atlanta company, Post Landscape Group(hereinafter
"POST"), which provides landscape services to 40 Post owned multifamily
apartment communities representing 15,079 units also provides landscape services
to third-party clients in the area. Projects with third-parties include the
maintenance and design of the landscape for office parks, commercial buildings
and other commercial enterprises and private residences. Landscape services and
other revenues for POST companywide as of December 31, 1998, amounted to
$7,252,000 and the Atlanta Post owned communities alone amounted to 59% of the
company's 84 multifamily apartment communities. In addition to POST, another
national landscape services company is LandCare which is a subsidiary of
ServiceMaster Corporation, with operating revenue of approximately $4.7 billion
in 1998, it is one of the largest providers of residential services to
individual customers and supportive management services to businesses and
institutions in the United States. ServiceMaster Corporation is the provider of
"TruGreen-ChemLawn for lawn, tree and shrub care and commercial landscape and
indoor plant maintenance. In addition to the above major companies there are
numerous smaller landscape creation/design and serivces companies aggressively
competing for their piece of the market. The Company expects however that there
may be consolidation of companies within the landscape creations/design and
services industry via acquisitions, partnering arrangements or joint ventures.
The Company competes primarily on the basis of price, quality, reliability and
customer service. To remain competitive, the Company will be required to
continue to seek out new business, periodically enhance its existing services
when possible and compete effectively in the areas described above.
Government Regulation
Overview
As an employer the Company is subject to all federal, state and local
statutes and regulations governing its relationship with its employees and
affecting businesses generally.
Impact of U.S. Immigration Policy and Laws
The landscaping industry is very labor intensive. Immigrants comprise a
significant percentage of the industry's workforce. If the U.S. Immigration
Department were to restrict the ability of foreign workers to immigrate to the
United States to obtain employment it is likely that a shortage of available
labor will directly result. Immigration laws also require the Company to confirm
the legal status of its immigrant labor force. From time to time, the Company
may unknowingly employ illegal immigrants. The Immigration and Naturalization
Service ("INS") will at times conduct random searches to confirm that employers
of immigrants are in fact employing legal immigrants. In the event the INS
discovers that the Company has employed an illegal immigrant, the Company may
suffer a loss of a portion of its labor force and possibly become subject to
fines, which could be substantial. Any violation of immigration laws by the
Company could have a material adverse effect on the Company.
<PAGE>
Facilities
In its initial phase, the Company will operate out of offices provided
by Mr. Ragsdale. The Company address is 1506 Briarhill Lane NE, Atlanta,
Georgia. Mr. Ragsdale will begin researching the real estate market in order to
determine the most appropriate site to locate Tech's offices and facilities. In
the event the Company requires additional capital during this phase, Mr.
Ragsdale has committed to fund the operation through its first twelve (12)
months if additional capital is not available.
Item 2. Description of Property
The Company's executive offices are located at 1506 Briarhill Lane NE,
Atlanta, GA 30324. Its telephone number is (404) 321-1192. The Company pays no
rent for this space. The Company owns no other real or personal property.
Although the Company no written agreement and pays no rent, it is contemplated
that at such future time as an acquisition or merger transaction may be
completed, it will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and its
principal offices may be transferred to such existing facilities.
Item 3. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the fiscal year ended
September 30, 2000, covered by this report to a vote of the Company's
shareholders, through the solicitation of proxies or otherwise.
PART II
Item 5. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
Since the Company's inception it has not declared nor paid any stock or
cash dividends to its shareholders. The price of the Company stock has remained
in trading range from a high of $0.125 to a low of $0.125.
<PAGE>
Market Information
The Company's Common Stock has been quoted for trades on the
over-the-counter / bulletin board (OTC/BB) market since June 2000, and, since
June 16, 2000, has been quoted on the OTC/Bulletin Board System under the symbol
"TCCT". The following table sets forth the high and low closing sales prices for
the Common Stock for each quarterly period within the Company's two most recent
fiscal years on the National Market System.
<TABLE>
<S> <C> <C>
FY 2001 HIGH LOW
------- ------- -----
December 27, 1999 0.125 0.125
FY 2000
------------
September 30, 2000 0.125 0.125
June 30, 2000 0.125 0.125
March 31, 2000 N/A N/A
December 31, 1999 N/A N/A
FY 1999
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September 30, 1999 N/A N/A
June 30, 1999 N/A N/A
March 31, 1999 N/A N/A
December 31, 1998 N/A N/A
Inception October 8, 1998
</TABLE>
Holders of Common Stock As of December 15, 2000 there were
approximately 26 holders of record of the Company's Common Stock.
Dividends The Company has never paid cash dividends on its Common
Stock, and does not anticipate paying cash dividends in the foreseeable future.
Any future determination as to the payment of cash dividends will be dependent
upon the Company's financial condition and results of operations and other
factors then deemed relevant by the Board of Directors.
Penny Stock Status
The Commission presently classifies the Company's stock as Penny Stock
which is defined generally as any equity security that has a market price less
than $5.00 per share. Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is: registered and traded on
a national securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at least
$5.00 per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. If the Company's shares are deemed to be a penny
stock, trading in the shares will be subject to additional
<PAGE>
sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors, generally persons
with assets in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of the date hereof, the Company has issued and outstanding Five
Million [5,000,000] shares of common stock. Of this total, Four Million Five
Hundred Thousand [4,500,000] shares were originally issued to its sole officer
and director. Such shares are restricted and may only be sold subject to
restrictions pursuant to the terms of rule 144 ("Rule 144") of the Act. The
remaining Five Hundred Thousand (500,000) shares were sold pursuant to
applicable exemptions and are unrestricted. Such shares may be sold and/or
transferred without further registration under the Act.
Transfer Agent
The Company's transfer agent is Interwest Transfer Company located at
1981 East Murray Holliday Rd., Salt Lake City, Utah 84117 and their telephone
number is (801) 272-9294.
No matter covered by this report was submitted during the last fiscal
year end to a vote of the Company's shareholders through the solicitation of
proxies or otherwise.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operations
Since its inception, the Company has conducted no business operations
except for organizational and capital raising activities. For the period from
inception (October 8, 1998) through September 30, 2000, the Company had no
revenue from operations and accumulated operating expenses amounted to
$42,663.00. The Company proposes to aggressively compete in the landscape
creations/design and services industry in the Atlanta, Georgia, metropolitan
area.
Mr William H. Ragsdale , 30 years old, is a graduate of Oxford with an
Associates of Arts Degree and from Emory University with a Bachelor of Arts
Degree. He has a minor in horticultural sciences. In 1992 and 1993 Mr. Ragsdale
was employed as an assistant Manager for The Bread Garden, a landscaping
company. From 1993 to the present, Mr. Ragsdale built upon his unique creativity
and special appreciation for nature and started his own enterprise: Russell
Landscaping
<PAGE>
and Maintenance. It has been during this tenure that Mr. Ragsdale has been able
to establish a following and has built a name and successful business for
himself in the Atlanta, Georgia metropolitan area in the business of gardening
and lawn maintenance. The Company believes that Mr. Ragsdale's networking
experience will provide the Company with many sales opportunities. Mr. Ragsdale
is developing the sales of his landscape creations/design and services Company
for the following, among other, reasons: (i) because of his belief that a public
company could exploit his talents, services and business reputation to
commercial advantage and (ii) to observe directly whether the perceived
advantages of a public company, including, among others, greater ease in raising
capital, liquidity of securities holdings and availability of current public
information, would translate into greater profitability for a public, as
compared to a locally-owned company.
If the Company is unable to generate sufficient revenue from operations
to implement its expansion plans, management intends to explore all available
alternatives for debt and/or equity financing, including but not limited to
private and public securities offerings. Depending upon the amount of revenue,
if any, generated by the Company, management anticipates that it will be able to
satisfy its cash requirements for the next approximately nine(9) to twelve(12)
months without raising funds via debt and/or equity financing or from third
party funding sources. Accordingly, management expects that it will be necessary
for Tech to raise additional funds in the next five (5) months, commencing
approximately four(4) months from the date hereof, in the event that the Company
is unable to generate any revenue from operations and if only a minimal level of
revenue is generated in accordance with management's expectations.
Mr. Ragsdale, at least initially, will be solely responsible for
developing Tech's landscape creations/design and service business. However, at
such time, if ever, as sufficient operating capital becomes available, he
expects to employ additional staffing and a regional sales manager. In addition,
the Company expects to continuously engage in market research in order to
monitor new market trends and other critical information deemed relevant to
Tech's business.
In addition, at least initially, the Company intends to operate out of
an office provided by Mr. Ragsdale. Thus, it is not anticipated that Tech will
lease or purchase office space or computer equipment in the foreseeable future.
Tech may in the future establish its own facilities and/or acquire computer
equipment if the necessary capital becomes available; however, the Company's
financial condition does not permit management to consider the acquisition of
office space or equipment at this time.
Financial Condition, Capital Resources and Liquidity
At September 30, 2000, the Company had assets totaling $1,193 and
liabilities of $0.00. Since the Company's inception, it has received $50,000.00
in cash contributed as consideration for the issuance of shares of Common Stock.
Tech's working capital is presently minimal and there can be no
assurance that the Company's financial condition will improve. The Company is
expected to continue to have minimal working capital or a working capital
deficit as a result of current liabilities. The Company, at inception, issued
4,500,000 shares of the Company's Common Stock to Mr. Ragsdale, the sole
executive officer and director of Tech, for $45,000 in cash. From October
through December, 1998 Tech received gross proceeds of $5,000 from the sale of a
total of 500,000 shares of common stock, $.01 per value per share (the "Common
Stock"), in one (1) offering conducted pursuant to Section
<PAGE>
3(b) of the Act, as amended (the "Act"), and Rule 504 of Regulation D
promulgated thereunder ("Rule 504"). These offerings were made in the State of
Georgia, Tennessee, Kentucky and Florida. Even though management believes,
without assurance, that it will obtain sufficient capital with which to
implement its business plan on a limited scale, the Company is not expected to
continue in operation without an infusion of capital. In order to obtain
additional equity financing, management may be required to dilute the interest
of existing shareholders or forego a substantial interest of its revenues, if
any.
The Company has no potential capital resources from any outside sources
at the current time. In its initial phase, the Company will operate out of the
facility provided by Mr. Ragsdale. To attract clients, Mr. Ragsdale will visit
potential clients in order to determine their needs. The Company will also place
advertising in local area newspapers in and around the city of Atlanta, Georgia
to directly solicit prospective clients and to increase brand-name awareness. In
the event the Company requires additional capital during this phase, Mr.
Ragsdale has committed to fund the operation until such time as additional
capital is available. The Company believes that it will require two (2) to three
(3) months in order to determine the market demand potential.
The ability of the Company to continue as a going concern is dependent
upon its ability to obtain a sufficiently large and profitable client base to
purchase its services. The Company believes that in order to be able to expand
its initial operations, it must rent offices in the Atlanta, Georgia,
metropolitan area, hire clerical staff and acquire through purchase or lease
computer and office equipment to maintain accurate financial accounting and
client data. The Company believes that there is adequate and affordable rental
space available in Atlanta, Georgia and sufficiently trained personnel to
provide such clerical services at affordable rates. Further, the Company
believes that the type of office equipment necessary for the operation is
readily accessible at competitive rates.
To implement such plan, also during this initial phase, the Company
intends to initiate a self- directed private placement under Rule 506 in order
to raise an additional $100,000. In the event such placement is successful, the
Company believes that it will have sufficient operating capital to meet the
initial expansion goals and operating costs for a period of one (1) year. In the
event the Company is not successful in raising such funds, the Company believes
that it will not be able to continue operations past a period of nine(9) to
twelve(12) months.
Net Operating Losses
The Company has net operating loss carry-forwards of $48,807.00
expiring in 2020. The company has a $9,000.00 deferred tax asset resulting from
the loss carry-forwards, for which it has established a 100% valuation
allowance. Until the Company's current operations begin to produce earnings, it
is unclear as to the ability of the Company to utilize such carry-forwards.
Year 2000 Compliance
The Company did not experience any negative impact to its operations as
a result of Year 2000. The Company does not anticipate any material disruption
in its operations in the future as a result of Year 2000.
<PAGE>
Forward-Looking Statements
This Form 10-KSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-KSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
business strategy, expansion and growth of the Company's business and
operations, and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments as well as other factors it believes
are appropriate in the circumstances. However, whether actual results or
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.
Item 7. Financial Statements.
The Financial Statements of TECH Creations, Inc., and Notes to Financial
Statements together with the Independent Auditor's Report of Dorra, Shaw &
Dugan, CPA's, 270 South County Road, Palm Beach, Florida 33480, required by this
Item 7 commence on page F-1 hereof and are incorporated herein by this
reference. The Financial Statements filed as part of this Annual Report on Form
10-KSB are listed in the Index to Financial Statements below:
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
Because the Company has been generally inactive since its inception, it has
had no independent accountant until the retention in November 1998 of Dorra,
Shaw & Dugan, CPA's, 270 South County Road, Palm Beach, Florida 33480. There has
been no change in the Company's independent accountant during the period
commencing with the Company's retention of Dorra, Shaw & Dugan, CPA's, through
the date hereof.
<PAGE>
TECH - CREATIONS, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Development Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Tech - Creations, Inc.
Palm Beach, Florida
We have audited the accompanying balance sheet of Tech - Creations, Inc. (a
Florida corporation and a development stage company) as of September 30, 2000,
and the related statements of operations, deficit accumulated during the
development stage, cash flows and changes in stockholders' equity for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tech - Creations, Inc. as of
September 30, 2000 and the results of its operations and its cash flows and
changes in stockholders' equity for the year then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Dorra Shaw & Dugan
Certified Public Accountants
December 27, 2000
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 822-9955
Website: dsd-cpa.com
F-1
<PAGE>
<TABLE>
<CAPTION>
TECH - CREATIONS, INC.
( A Development Stage Company)
BALANCE SHEET
September 30, 2000
------------------------------------------------------------------------------ ---------------
<S> <C>
ASSETS
Current Assets:
Cash $ 1,193
---- ------------------------------------------------------------------------- ---------------
TOTAL CURRENT ASSETS 1,193
------------------------------------------------------------------------------ ---------------
$ 1,193
---- ------------------------------------------------------------------------- ---------------
LIABILITIES
Current Liabilities:
Accrued expenses $ -
---- ------------------------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES -
------------------------------------------------------------------------------ ---------------
-
---- ------------------------------------------------------------------------- ---------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,000,000 shares issued and outstanding 500
Preferred stock - $.0001 par value - 10,000,000 shares authorized
No shares issued and outstanding -
Additional paid-in-capital 49,500
Deficit accumulated during the development stage (48,807)
---- ------------------------------------------------------------------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 1,193
------------------------------------------------------------------------------ ---------------
$ 1,193
---- ------------------------------------------------------------------------- ---------------
</TABLE>
See Accompanying Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
TECH - CREATIONS, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
For the year ended September 30, 2000
------------------------------------------------------------------ ---------- ------------
<S> <C> <C>
Revenues $ -
------------------------------------------------------------------ ---------- ------------
Operating expenses:
Professional fees $ 5,000
Taxes and licenses 190
Office 954 6,144
------------------------------------------------------------------ ---------- ------------
Loss before income taxes (6,144)
Income taxes -
------------------------------------------------------------------ ---------- ------------
Net loss (6,144)
------------------------------------------------------------------ ---------- ------------
Deficit accumulated
during the development stage - October 1, 1999 $ (42,663)
Deficit accumulated
during the development stage - September 30, 2000 (48,807)
------------------------------------------------------------------ ---------- ------------
Net loss per share $ (0.001)
------------------------------------------------------------------ ---------- ------------
</TABLE>
See Accompanying Notes to Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
TECH - CREATIONS, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the year ended September 30, 2000
-------------------------------------------------- ---------------------------------------------------- -------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
-------------- ------------ --------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
October 8, 1998 4,500,000 - $ 450 $ 44,550 $ - $ 45,000
Issuance of Common Stock:
October 26, 1998 240,000 - 24 2,376 - 2,400
October 31, 1998 180,000 - 18 1,782 - 1,800
December 9, 1998 80,000 - 8 792 - 800
Deficit accumulated during
the development stage - - - - (48,807) (48,807)
----------------------------------- -------------- ------------ --------- ----------- --------------- -------------
5,000,000 - $ 500 $ 49,500 $ (48,807) $ 1,193
--- ------------------------------- -------------- ------------ --------- ----------- --------------- -------------
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
TECH - CREATIONS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the year ended September 30, 2000
--------------------------------------------------- ----------------
<S> <C>
Operating Activities:
Net loss $ (6,144)
---- ----------- ---------------------------------- ----------------
Net cash used by operating activities (6,144)
--------------------------------------------------- ----------------
Net decrease in cash (6,144)
Cash - October 1, 1999 7,337
--------------------------------------------------- ----------------
Cash - September 30, 2000 $ 1,193
--------------------------------------------------- ----------------
</TABLE>
See Accompanying Notes to Financial Statements
F-5
<PAGE>
Tech - Creations, Inc.
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies:
Organization
Tech - Creations, Inc. (a development stage company) is a Delaware Corporation
organized October 8, 1998.
The Company conducts business from its headquarters in Atlanta, Georgia. The
Company has not yet engaged in its expected operations. The future operations
will be to engage in gardening and landscaping creations and services to the
public at retail and wholesale prices in the Atlanta, Georgia metropolitan area.
The Company is in the development stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business. While the
Company is negotiating with prospective personnel and potential customer
distribution channels, there is no assurance that any benefit will result from
such activities. The Company will not receive any operating revenues until the
commencement of operations, but will continue to incur expenses until then.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
The Company has authorized 50,000,000 shares of $.0001 par value common stock.
On October 8, 1998, the company authorized and issued 4,500,000 shares of
restricted common stock to its then sole officer and director at $.01 per share
for $45,000 in cash. On October 26, 1998, the Company issued 240,000 shares of
common stock at $.01 per share for $2,400 in cash. On October 31, 1998, the
Company issued 180,000 shares of common stock at $.01 per share for $1,800 in
cash. On December 9, 1998 the Company issued 80,000 shares of common stock at
$.01 per share for $800 in cash.
In addition, the Company authorized 10,000,000 shares of $.0001 par value
preferred stock with the specific terms, conditions, limitations and preferences
to be determined by the Board of Directors. None of the preferred stock is
issued and outstanding as of September 30, 2000.
F-6
<PAGE>
Tech - Creations, Inc.
Notes to Financial Statements
Note C - Income Taxes:
The Company has a net operating loss carry forward of $48,807 that may be offset
against future taxable income. If not used, the carry forward will expire in
2020.
The amount recorded as deferred tax assets, cumulative, as of September 30, 2000
is $9,000, which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$9,000, as the Company has no history of profitable operations.
Note D - Going Concern:
As shown in the accompanying financial statements, the Company incurred net
losses from its inception through September 30, 2000. The ability of the Company
to continue as a going concern is dependent upon commencing operations and
obtaining additional capital and financing. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern. The Company is currently seeking financing to allow
it to begin its planned operations.
F-7
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
Executive Officers and Directors
Set forth below are the names, ages, positions with the Company and
business experiences of the executive officers and directors of the Company.
Name Age Position(s) with Company
---- --- ------------------
Mr. William H. Ragsdale(1) 30 President, Chief Executive Officer,
1506 Briarhill Lane NE Secretary, Treasurer & Director
Atlanta, GA 30324
(1) The above-named person(s) may be deemed to be "promoter(s)" and
"parent(s)" of the Company, as those terms are defined under the Rules and
Regulations promulgated under the Act.
All directors hold office until the next annual meeting of the
Company's shareholders and until their successors have been elected and qualify.
Officers serve at the pleasure of the Board of Director. Mr. Ragsdale will
devote such time and effort to the business and affairs of the Company as may be
necessary to perform his responsibilities as the Company's sole executive
officer and director.
Aside from Mr. Ragsdale, there are no other persons whose activities
will be material to the operations of the Company at this time. Mr. Ragsdale is
the sole "promoter" of the Company as such term is defined under the Act.
Family Relationships
There are no family relationships between or among the executive
officers and director of the Company.
Business Experience
William H. Ragsdale is the Company's sole officer and director and is
the Company's driving force. He is a graduate of Oxford with and Associates of
Arts Degree and from Emory University with a Bachelor of Arts Degree. Mr.
Ragsdale was employed as an assistant Manager during 1992 and 1993 for The Bread
Garden, a landscaping company. From 1993 to the present, Mr. Ragsdale has owned
and operated Russell Landscaping and Maintenance. During this period, Mr.
Ragsdale has built a name and enterprise for himself in the Atlanta, Georgia,
metropolitan area in the business of gardening and lawn maintenance. He has
unique creative skills and a special appreciation of nature which will
contribute greatly to the Company. The Company believes Mr. Ragsdale's unique
creative skills, his special appreciation of nature and extensive networking
ability will expose it to many business opportunities and sales.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the
<PAGE>
Company's equity securities, to file with the Securities and Exchange Commission
(hereinafter referred to as the "Commission")initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership, of Common Stock and other equity securities of the Company on Forms
3, 4 and 5, respectively. Executive officers, directors and greater than 10%
shareholders are required by Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Company's knowledge, Mr.
Ragsdale comprises all of the Company's executive officers, directors and
greater than 10% beneficial owners of its common Stock, have complied with
Section 16(a) filing requirements applicable to them during the Company's fiscal
year ended September 30, 2000.
Item 10. Executive Compensation:
The Company, in consideration for various services performed
for the Company, issued to Mr. Ragsdale, the Company's sole executive officer
and/or director, 4,500,000 shares of restricted common stock. Except for the
above-described compensation, it is not anticipated that any executive officer
of the Company will receive any cash or non-cash compensation for his or her
services in all capacities to the Company until such time as the Company
commences business operations. At such time as Tech commences operations, it is
expected that the Board of Directors will approve the payment of salaries in a
reasonable amount to each of its officers for their services in the positions.
At such time, the Board of Directors may, in its discretion, approve the payment
of additional cash or non-cash compensation to the foregoing for their services
to the Company.
The Company does not provide officers with pension, stock appreciation
rights, long-term incentive or other plans but has the intention of implementing
such plans in the future.
Compensation of Directors
The Company has no standard arrangements for compensating the directors
of the Company for their attendance at meetings of the Board of Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Managers
The following table sets forth information as of September 30, 2000,
regarding the ownership of the Company's Common Stock by each shareholder known
by the Company to be the beneficial owner of more than five per cent of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group. Except as otherwise indicated, each of the shareholders
has sole voting and investment power with respect to the shares of Common Stock
beneficially owned.
<TABLE>
<S> <C> <C>
Amount
Name and Address of Beneficially Percent of
Beneficial Owner Owned Class (1)
---------------- ----- --------
Mr. William H. Ragsdale(1)(2)(3) 4,500,000 90%
1506 Briarhill Lane NE
Atlanta, GA
All Executive Officers and Directors 4,500,000 90%
as a Group (two persons)
-------------------
</TABLE>
<PAGE>
(1) Based upon 5,000,000 shares of the Company's Common Stock issued and
outstanding as of December 15, 2000.
(2) Sole Executive officer of the Company.
(3) Sole Member of the Board of Directors of the Company.
Item 12. Certain Relationships and Related Transactions:
On October 8, 1998, the Company issued 4,500,000 shares of restricted
Common Stock to Mr. William H. Ragsdale, the President and Director of the
Company and record and beneficial owner of approximately 69.23% of the Company's
outstanding Common Stock, in consideration and exchange therefore for services
in connection with the organization of Tech performed for the Company by him.
At the current time, the Company has no provision to issue any
additional securities to management, promoters or their respective affiliates or
associates.
Item 13. Exhibits and Reports on Form 8-K.
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
------------ -----------------------------------------------------------------
3(i).1 Articles of Incorporation of Tech filed October 8, 1998(1)
3(ii).1 Bylaws(1)
27.1 * Financial Data Schedule
---------------------
(1) Incorporated herein by reference to the Registration Statement on Form
10-SB of TECH Creations, Inc.(File No. 0-26901), filed with the U.S.
Securities and Exchange Commission.
* Filed herewith
(b) No Reports on Form 8-K were filed during the last quarter of the fiscal
year ended September 30, 2000, covered by this Annual Report on Form
10-KSB.
<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Tech Creations, Inc.
(Registrant)
Date: December 29, 2000 By: /s/ William H. Ragsdale
-------------------------------
William H. Ragsdale, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date Signature Title
---- --------- -----
December 29, 2000 By: /s/ William H. Ragsdale
-----------------------------
William H. Ragsdale President and Director
