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: April 30, 2000
Commission file no. 0-28799
TF Creations Corp.
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(Name of Small Business Issuer in its Charter)
Florida 65-0969306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
354 Brazilian Avenue, #5
Palm Beach, Florida 33480
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-7835
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)
<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
--- ---
As of April 30, 2000, there are 5,500,000 shares of voting stock of the
registrant issued and outstanding.
PART I
Item 1. Financial Statements
TF CREATIONS CORP.
TABLE OF CONTENTS
Page
Accountant's Review Report F-1
Balance Sheet F-2
Statement of Operations and Accumulated Deficit
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 ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
TF Creations Corp.
Palm Beach, Florida
We have reviewed the accompanying balance sheet of TF Creations Corp. (a Florida
corporation and a development stage company) as of April 30, 2000, and the
related statements of Operations and Deficit accumulated during the development
stage, changes in stockholders' equity, and Cash Flows for the period December
21, 1999 to April 30, 2000, 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 TF Creations Corp.
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 Dugan & Shaw
Certified Public Accountants
June 12, 2000
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 832-7580
Website: dsd-cpa.com
F-1
<PAGE>
<TABLE>
<CAPTION>
TF CREATIONS CORP.
(A Development Stage Company)
BALANCE SHEET
April 30, 2000
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<S> <C>
ASSETS
Current Assets:
Cash $ 540
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TOTAL CURRENT ASSETS 540
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$ 540
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LIABILITIES
Current Liabilities:
Accrued expenses $ -
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TOTAL CURRENT LIABILITIES -
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-
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STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,500,000 shares issued and outstanding 550
Preferred stock - no par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 3,050
Deficit accumulated during development stage (3,060)
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TOTAL STOCKHOLDERS' EQUITY 540
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$ 540
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</TABLE>
The accompanying notes are an integral part of the Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
TF CREATIONS CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STAGE
For the period December 21, 1999 (date of inception) to April 30, 2000
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<S> <C>
Revenues $ -
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Operating expenses:
Professional fees $ 3,000
Bank Charges 60
3,060
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Loss before income taxes (3,060)
Income taxes -
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Net loss (3,060)
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Deficit accumulated during the
Development stage - April 31, 2000 $ (3,060)
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Net loss per share $ (0.0005)
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</TABLE>
The accompanying notes are an integral part of the Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
TF CREATIONS CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period December 21, 1999 (date of inception) to April 30, 2000
---------------------------------------------------------------------------------------------------------------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
------------------ ---------- --------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock:
December 23, 1999 5,500,000 - 550 3,050 - 3,600
Net Loss - - - - (3,060) (3,060)
----------------------------------- ------------------ ---------- ---------- ----------- ------------- --------------
5,500,000 $ - $ 550 $ 3,050 $ (3,060) $ 540
--- ------------------------------- ------------------ ---------- ---------- ----------- ------------- --------------
</TABLE>
The accompanying notes are an integral part of the Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
TF CREATIONS CORP.
(A Development Stage Company)
Statement of Cash Flows
For the period December 21, 1999 (date of inception) to April 30, 2000
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<S> <C>
Operating Activities:
Net loss $ (3,060)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Issuance of common stock for services 2,500
---- ------- --- -------------------------------------------------------------- ---------------
Net cash used by operating activities (560)
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Financing activities:
Issuance of Common Stock 1,100
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Net cash provided by financing activities 1,100
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Net increase in cash 540
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Cash-April 30, 2000 $ 540
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</TABLE>
The accompanying notes are an integral part of the Financial Statements
F-5
<PAGE>
TF Creations Corp.
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies:
Organization
TF Creations Corp. (a development stage company) is a Florida Corporation
incorporated on December 21, 1999.
The Company conducts business from its headquarters in Palm Beach, FL. The
Company has not yet engaged in its expected operations. The future operations
will be to merge with or acquire an existing company.
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 an October 31 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 April 30, 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 December 23, 1999, the company authorized and issued 5,500,000 shares of
restricted common stock to two investors for $1,100 in cash plus service valued
at $2,500.In addition, the Company authorized 10,000,000 shares of no 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 April 30, 2000.
F-6
<PAGE>
TF Creations Corp.
Notes to Financial Statements
Note C - Income Taxes:
The Company has a net operating loss carry forward of $3,060 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 April 30, 2000 is
$500, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$500, 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 $3,060 from December 21, 1999 (date of inception) through April 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 a merger partner or an acquisition candidate to allow it to begin its
planned operations.
F-7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
The Company is considered a development stage company with limited
assets or capital, and with no operations or income. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a shareholder,
specifically Thomas V. Flynn. Thomas V. Flynn has agreed to pay future costs
associated with filing future reports under Exchange Act of 1934 if the Company
is unable to do so. It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and any additional
needed funds will most likely be provided by the Company's existing shareholders
or its sole officer and director in the immediate future. Current shareholders
have not agreed upon the terms and conditions of future financing and such
undertaking will be subject to future negotiations, except for the express
commitment of Thomas V. Flynn to fund required 34 Act filings. Repayment of any
such funding will also be subject to such negotiations. However, unless the
Company is able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officers
and directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part- time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only
<PAGE>
if they can be obtained for minimal cost or on a deferred payment basis.
Management is convinced that it will be able to operate in this manner and to
continue its search for business opportunities during the next twelve months.
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),
finding suitable merger or acquisition candidates, 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 is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened.
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 April 30, 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
<PAGE>
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
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3(i).1 Articles of Incorporation filed December 21, 1999
3(ii).1 By-laws
27 * Financial Data Schedule
----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended April 30,
2000
<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,
there unto duly authorized.
TF Creations Corp.
(Registrant)
Date: June 19, 2000 BY: /s/ Thomas V. Flynn
-------------------------------------
Thomas V. Flynn,
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
------- ------------------------ ---------------------
June 19, 2000 BY:/s/ Thomas V. Flynn
------------------------- President, Secretary,
Thomas V. Flynn Treasurer, Director
