U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: March 31, 2000
Commission file no.: 0-26901
TECH-CREATIONS, INC.
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(Name of Small Business Issuer in its Charter)
Delaware 65-0869393
- ------------------------------------ -----------------------
(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 to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by 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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As of March31, 2000, there are 5,000,000 shares of voting stock of
the registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
TECH - CREATIONS, INC.
TABLE OF CONTENTS
Page
Independent Accountant's Review Report F-1
Balance Sheet F-2
Statement of Operations and Accumulated Deficit F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
Tech-Creations, Inc.
Palm Beach, Florida
We have reviewed the accompanying balance sheet of Tech-Creations, Inc. (a
Florida corporation and a development stage company) as of March 31, 2000, and
the related statements of Operation and Deficit accumulated during the
development stage, and Cash Flows for the six months then ended, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of
Tech-Creations, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based upon our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
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
May 12, 2000
F-1
<PAGE>
<TABLE>
<CAPTION>
TECH CREATIONS, INC.
( A Development Stage Company)
BALANCE SHEET
March 31, 2000
- -------------------------------------------------------------------- -----------
<S> <C>
ASSETS
Current Assets:
Cash $ 5,662
- ---- --------------------------------------------------------------- -----------
TOTAL CURRENT ASSETS $ 5,662
- -------------------------------------------------------------------- -----------
$ 5,662
- ---- --------------------------------------------------------------- -----------
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 - No par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 49,500
Accumulated deficit (44,338)
- ---- --------------------------------------------------------------- -----------
TOTAL STOCKHOLDERS' EQUITY 5,662
- -------------------------------------------------------------------- -----------
$ 5,662
- ---- --------------------------------------------------------------- -----------
</TABLE>
See accompanying notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
TECH CREATIONS, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND
ACCUMULATED DEFICIT
For the six months ended March 31, 2000
- ----------------------------------------------------------------------- ----------------
<S> <C>
Revenues $ -
- ----------------------------------------------------------------------- -----------------
Operating expenses:
Professional fees $ 1,500
Taxes and licenses 150 1,675
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Loss before income taxes (1,675)
Income taxes -
- ----------------------------------------------------------------------- -----------------
Net loss (1,675)
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Deficit accumulated
during development stage - October 1, 1999 (44,338)
- ----------------------------------------------------------------------- -----------------
Deficit accumulated
During the development stage - March 31, 2000 $ (44,338)
- ----------------------------------------------------------------------- -----------------
Net loss per share $ -
- ----------------------------------------------------------------------- -----------------
</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 six months ended March 31, 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
950
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 - - - - (44,338) (44,338)
- ----------------------------------------------- --------- ---------- ------------- ----------------- -----------------
$ 5,000,000 $ - $ 500 $ 49,500 $ (44,338) $ 5,662
- ----------------------------------------------- --------- ---------- ------------- ----------------- -----------------
</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 six months ended March 31, 2000
- -------------------------------------------------------- -----------------
<S> <C>
Operating Activities:
Net loss $ (1,675)
- ---- --------------------------------------------------- -----------------
- -------------------------------------------------------- -----------------
Net cash used by operating activities $ (1,675)
- -------------------------------------------------------- -----------------
Net decrease in cash $ (1,675)
- -------------------------------------------------------- -----------------
Cash - October 1, 1999 $ 7,337
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Cash - March 31, 2000 $ 5,662
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</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.
Interim Financial Statements
The March 31, 2000 interim financial statements include all adjustments, which
in the opinion of management are necessary in order to make the financial
statements not misleading.
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.
F-7
<PAGE>
Note B - Stockholders' Equity (Cont'd):
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 March 31, 2000.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $44,288 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative, as of March 31, 2000 is
$8,900, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$8,900, as the Company has no history of profitable operations.
Note D - Going Concern:
As shown in the accompanying financial statements, the Company incurred a net
loss of $44,288 from October 8, 1998 (date of inception) through March 31, 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-8
<PAGE>
Item 2. 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
October 1, 1999 through March 31, 2000, the Company had no revenue from
operations and accumulated operating expenses amounted to $44,338. The Company
proposes to aggressively compete in the landscape creations/design and services
industry in the Atlanta, Georgia, metropolitan area.
Mr William H. Ragsdale , 29 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 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.
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 March 31, 2000, the Company had assets totaling $5,662 and no
current liabilities. The Company'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 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. 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.
<PAGE>
Net Operating Losses
The Company has net operating loss carry-forwards of $44,338 expiring
in 2019. The company has a $8,900 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 material negative impact to its
operations as a result of the Year 2000 calendar change. The Company did not
experience any material impact to its financial condition as a result of
becoming Year 2000 compliant. The Company does not anticipate any material
disruption in its operations in the future as a result of the Year 2000 calendar
change.
Forward-Looking Statements
This Form 10-QSB 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-QSB 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-QSB 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.
PART II
Item 1. 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.
<PAGE>
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending March 31, 2000,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. 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
- ------------ ----------------------------------------------------------------
Item 1. Index to Exhibits
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 March 31, 2000, covered by this Annual Report on
Form 10-QSB.
<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: May 15, 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
---- --------- -----
May 15, 2000 By: /s/ William H. Ragsdale
---------------------------
William H. Ragsdale President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001073780
<NAME> TECH-CREATIONS, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Sep-30-1999
<PERIOD-START> Oct-31-1999
<PERIOD-END> Mar-31-2000
<EXCHANGE-RATE> 1
<CASH> 5,662
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,662
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,662
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 5,662
<TOTAL-LIABILITY-AND-EQUITY> 5,662
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,675)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,675)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
