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.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                            65-0969306
------------------------------------                    -----------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                             Identification No.)

354 Brazilian Avenue, #5
Palm Beach, Florida                                               33480
-------------------------------------                   -----------------------
(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
            --------------------------------------------------------
                                (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
------------------------------------------------------------------------------- --------------
<S>                                                                             <C>
ASSETS

Current Assets:
    Cash                                                                           $      540
------------------------------------------------------------------------------- --------------

TOTAL CURRENT ASSETS                                                                      540
------------------------------------------------------------------------------- --------------

                                                                                   $      540
------------------------------------------------------------------------------- --------------

LIABILITIES

Current Liabilities:

    Accrued expenses                                                               $        -
------------------------------------------------------------------------------- --------------

TOTAL CURRENT LIABILITIES                                                                   -
------------------------------------------------------------------------------- --------------

                                                                                            -
------------------------------------------------------------------------------- --------------

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)
------------------------------------------------------------------------------- --------------

TOTAL STOCKHOLDERS' EQUITY                                                                540
------------------------------------------------------------------------------- --------------

                                                                                   $      540
------------------------------------------------------------------------------- --------------
</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

------------------------------------------------------------------------------- ----------------
<S>                                                                             <C>
Revenues                                                                        $             -
------------------------------------------------------------------------------- ----------------

Operating expenses:
    Professional fees                                               $    3,000
    Bank Charges                                                            60
                                                                                          3,060
------------------------------------------------------------------------------- ----------------

Loss before income taxes                                                                 (3,060)
Income  taxes                                                                                 -
------------------------------------------------------------------------------- ----------------

Net loss                                                                                 (3,060)
------------------------------------------------------------------------------- ----------------

Deficit accumulated during the
   Development stage - April 31, 2000                                           $        (3,060)
------------------------------------------------------------------------------- ----------------

Net loss per share                                                               $      (0.0005)
------------------------------------------------------------------------------- ----------------
</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

------------------------------------------------------------------------------- ---------------
<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)
------------------------------------------------------------------------------- ---------------

Financing activities:
     Issuance of Common Stock                                                           1,100
---- -------------------------------------------------------------------------- ---------------

Net cash provided by financing activities                                               1,100
------------------------------------------------------------------------------- ---------------

Net increase in cash                                                                      540
------------------------------------------------------------------------------- ---------------

 Cash-April 30, 2000                                                            $         540
------------------------------------------------------------------------------- ---------------
</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
----------------------------------------------------------------------

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