UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORTS OF SMALL BUSINESS ISSUERS
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended MARCH 31, 2001
[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number: 0-26901
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IJOIN SYSTEMS, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 65-0869393
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2505 SECOND AVENUE, SUITE 500, SEATTLE, WA 98121
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(Address of principal executive offices)
206-374-8600
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(Issuer's telephone number)
Tech-Creations, Inc. 222 Lakeview Avenue, Suite 107, West Palm Beach, FL 33401
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(Former Name and Former Address, if Changed Since Last Report)
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........
Applicable only to corporate issuers:
As of May 7, 2001, the number of shares of common stock, par value
$.0001 per share, outstanding (including convertible shares of the Issuer's
Series "B" preferred stock and exchangeable shares of iJoin.com Acquisition
Corporation, a subsidiary of Issuer's wholly-owned subsidiary, iJoin, Inc., that
have voting and economic rights (except for liquidation preferences)
functionally equivalent to shares of common stock, but not including any shares
subject to other derivative securities) was 6,641,299.
Transitional Small Business Disclosure Format (check one);
Yes......No....X....
PART I
Item 1. Financial Statements
TECH - CREATIONS, INC.
TABLE OF CONTENTS
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PAGE
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
TECH CREATIONS, INC.
( A Development Stage Company)
BALANCE SHEET
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3/31/2001 9/30/2000
(UNAUDITED)
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ASSETS
CURRENT ASSETS:
Cash $ 976 $ 1,193
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TOTAL CURRENT ASSETS 976 1,193
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$ 976 $ 1,193
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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 - $.0001 PAR VALUE - 50,000,000 SHARES AUTHORIZED
5,000,000 SHARES ISSUED AND OUTSTANDING 500 500
PREFERRED STOCK - NO PAR VALUE - 10,000,000 SHARES AUTHORIZED
NO SHARES ISSUED OR OUTSTANDING - -
ADDITIONAL PAID-IN-CAPITAL 49,500 49,500
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (49,024) (48,807)
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TOTAL STOCKHOLDERS' EQUITY 976 1,193
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$ 976 $1,193
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See Accompanying Notes to Financial Statements
F-2
TECH CREATIONS, INC.
( a Development Stage Company)
STATEMENT OF OPERATIONS
(UNAUDITED)
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FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
MARCH 31 MARCH 31,
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2001 2000 2001 2000
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REVENUES $ - $ - $ - $ -
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OPERATING EXPENSES:
Office 0 $ 50 125 1,675
Bank charges 47 0 92 0
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LOSS BEFORE INCOME TAXES (47) (50) (217) (1,675)
Income taxes - - - -
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NET LOSS $ (47) $(50) $(217) $(1,675)
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NET LOSS PER SHARE $ ( 0.0001) $ ( 0.0001) $ ( 0.0001) $ ( 0.0001)
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See Accompanying Notes to Financial Statements
F-3
TECH CREATIONS, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 2001
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ADDITIONAL
NUMBER OF PREFERRED COMMON PAID - IN ACCUMULATED
SHARES STOCK STOCK CAPITAL DEFICIT TOTAL
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
NET LOSS 0 - 0 0 (42,663) (42,663)
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BALANCE, SEPTEMBER 30, 5,000,000 - 500 49,500 (42,663) 7,337
1999
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NET LOSS 0 - 0 0 (6,144) (6,144)
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BALANCE, SEPTEMBER 30, 5,000,000 - 500 49,500 (48,807) 1,193
2000
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NET LOSS - - - - (217) (217)
BALANCE, MARCH 31,
2001
(UNAUDITED) $ 5,000,000 $ - $ 500 $ 49,500 $ (49,024) $ 976
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See Accompanying Notes to Financial Statements
F-4
TECH CREATIONS, INC.
(A Development Stage Company)
Statement of Cash Flows
(unaudited)
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FOR THE THREE MONTHS ENDED MARCH 31 FOR THE SIX MONTHS ENDED MARCH 31,
2001 2000 2001 2000
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Operating Activities:
Net loss $ (47) $ (50) $ (217) $ (1,675)
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Net cash used by operating activities $ (47) $ (50) $ (217) $ (1,675)
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Net decrease in cash $ (47) $ (50) $ (217) $ (1,675)
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Cash - Beginning of Period $ 1,023 $ 5,712 $ 1,193 $ 7,337
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Cash - End of Period $ 976 $ (47) $ 976 $ 5,662
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See Accompanying Notes to Financial Statements
F-5
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. By that Amendment to its Certificate of Incorporation
dated May 7, 2001, the Company changed its name to iJoin Systems, Inc.
As of the quarter ended March 31, 2001 the Company conducted business from its
headquarters in Atlanta, Georgia. The Company has not yet engaged in its
expected operations.
The Company is in the development stage and, as of the quarter ended March 31,
2001, had not yet acquired the necessary operating assets; nor had it begun any
part of its proposed business. The Company will not receive any operating
revenues until the commencement of operations, but will continue to incur
expenses until then.
On April 24, 2001, as Amended May 7, 2001, the Company entered into that certain
Agreement and Plan of Merger ("Merger Agreement") with IJC Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of the Company ("Merger
Subsidiary"), and iJoin.com, Inc., a Delaware corporation ("iJoin"). Pursuant to
the Merger Agreement, the Merger Subsidiary was merged with and into iJoin and
the separate corporate existence of Merger Subsidiary ceased. Following the
merger transaction, iJoin, as the surviving corporation, became a wholly-owned
subsidiary of the Company. [see Note E - Subsequent Events]
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, 2001interim 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:
As of March 31, 2001 the Company had 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
F-6
TECH CREATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE B - STOCKHOLDERS' EQUITY(CONT'D):
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 March 31, 2001.
NOTE C - INCOME TAXES:
The Company has a net operating loss carry forward of $49,024 that may be offset
against future taxable income. If not used, the carry forward will expire in
2021.
The amount recorded as deferred tax assets, cumulative, as of December 31, 2001
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 March 31, 2001. 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.
NOTE E - SUBSEQUENT EVENTS:
On May 7, 2001, a newly created subsidiary of the Company was merged with and
into iJoin, Inc., a Delaware corporation ("iJoin") in accordance with that
certain Agreement and Plan of Merger dated as of April 24, 2001, as amended May
7, 2001, by and among the Company, its subsidiary and iJoin. By its terms, the
merger agreement provided for the Company to issue to the holders of the capital
stock of iJoin and aggregate of: 2,211,299 shares of the Company's common stock,
(ii) 300,000 shares of Series B Preferred Stock convertible into 300,000 shares
of the Company's common stock and (iii) 2 shares of convertible Series A Special
Voting Preferred Stock, representing an aggregate of 30,000 shares of the
Company's common stock issuable upon the exchange of certain exchangeable shares
of iJoin's Canadian subsidiary. In addition, the Company assumed outstanding
warrants and options of iJoin, exercisable for the purchase of up to an
aggregate of 841,440 shares of the Company's common stock, post merger.
F-7
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, 2001, the Company had no revenue from
operations and deficit accumulated during the development stage amounted to
$49,024. The Company had been unable to compete in the landscape
creations/design and services industry in the Atlanta, Georgia, metropolitan
area.
Mr. Ragsdale, as of March 31, 2001, has been responsible for developing
Tech's landscape creations/design and service business.
FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY
At March 31, 2001, the Company had assets totaling $976 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
as of the quarter ending March 31, 2001. As of the quarter ending March 31, 2001
the Company continued to 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 and/or products.
NET OPERATING LOSSES
The Company has net operating loss carry-forwards of $49,024 expiring
in 2021. The company has a $9,000 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.
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.
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, 2001,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
ITEM 5. OTHER INFORMATION
On May 7, 2001, a newly created subsidiary of the Company was merged
with and into iJoin, Inc., a Delaware corporation ("iJoin") in accordance with
that certain Agreement and Plan of Merger dated as of April 24, 2001, as amended
May 7, 2001, by and among the Company, its subsidiary and iJoin. By its terms,
the merger agreement provided for the Company to issue to the holders of the
capital stock of iJoin and aggregate of: 2,211,299 shares of the Company's
common stock, (ii) 300,000 shares of Series B Preferred Stock convertible into
300,000 shares of the Company's common stock and (iii) 2 shares of convertible
Series A Special Voting Preferred Stock, representing an aggregate of 30,000
shares of the Company's common stock issuable upon the exchange of certain
exchangeable shares of iJoin's Canadian subsidiary. In addition, the Company
assumed outstanding warrants and options of iJoin, exercisable for the purchase
of up to an aggregate of 841,440 shares of the Company's common stock, post
merger.
Following the merger transaction, iJoin, as the surviving corporation,
became a wholly-owned subsidiary of the Company. iJoin is a Delaware corporation
based in Seattle, Washington which has developed the first-to-market Intelligent
Business Web offering Integrated Web services for the IT marketplace. Such
services are meant to streamline IT processes, automatically Integrating
disparate vendors into a single source, enabling IT professionals to procure,
deploy, and maintain custom solutions and lower their total cost of technology
ownership. The platform technology at the heart of iJoin's Intelligent B-Web is
a proprietary XML Logic Engine that designs customized solutions for each
customer.
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
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3(i).1 Articles of Incorporation of Tech filed October 8, 1998(1)
3(ii).1 Bylaws(1)
3(iii).1* Certificate of Amendment of the Certificate of Incorporation of
Tech-Creations, Inc. changing its name to iJoin Systems, Inc. filed
May 2, 2001.
21.1 * Statement of iJoin Systems, Inc. Subsidiary(ies)
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(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 quarter ended March 31,
2001, covered by this Quarterly Report on Form 10-QSB
SIGNATURES
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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 7, 2001 By: /s/ William H. Ragsdale
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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
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May 7, 2001 By: /s/ William H. Ragsdale President and Director
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William H. Ragsdale