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 October 31, 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.: 000-28799

                               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 registered under Section 12(b) of the Exchange Act:

                                                     Name of each exchange
  Title of each class                                 on  which registered

      None                                                     None
-------------------------                           -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, FL 33480
                                    Tel: (561) 832-5696 - Fax: (561) 659-5371


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     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
                                        ---    ---

     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  5,500,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of January 10, 2000, 0 shares are held by non-affiliates. Because
of the  absence of an  established  trading  market for the  voting  stock,  the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.












<PAGE>



                            SUMMARY TABLE OF CONTENTS

PART I


Item 1.   Description of Business.

Item 2.   Description of Property.

Item 3.   Legal Proceedings.

Item 4.   Submission of Matters to a Vote of Security Holders.


PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

Item 7.   Financial Statements.

Item 8.   Changes  in  and Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

PART III

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act.

Item 10.  Executive Compensation.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

Item 12.  Certain Relationships and Related Transactions.

Item 13.  Exhibits, List and Reports on Form 8-K.







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PART I

Item 1. Description of Business

Business Development

         TF Creations  Corp. (the "Company") was organized on December 21, 1999,
under the laws of the State of Florida, having the stated purpose of engaging in
any lawful activities.  The Company was formed with the contemplated  purpose to
engage in mergers and acquisitions.

         The  Company  has never  engaged in an active  trade or  business.  The
Company has received  gross  proceeds in the amount of $1,100 from the sale of a
total of  5,500,000  shares of common  stock,  $.0001  par value per share  (the
"Common Stock"),  pursuant to Section 3(b) and 4(2) of the Act, and Rule 506 and
701 of Regulation D promulgated thereunder.  The sales were made in the State of
Georgia and the State of Florida. The Company undertook the sale and issuance of
shares of Common Stock on December 21, 1999.

         The Company is considered a  development  stage company and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate  a merger  or  acquisition  with a  private  entity.  Because  of the
Company's  current  status  of having  limited  assets  and no recent  operating
history,  in the event the Company  does  successfully  acquire or merge with an
operating  business  opportunity,  it  is  likely  that  the  Company's  present
shareholders will experience  substantial  dilution and there will be a probable
change in control of the Company.

         Any target  acquisition or merger  candidate of the Company will become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least  the two most  recent  fiscal  years,  or in the event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

         The Company's  principal executive offices are located at 354 Brazilian
Avenue, #5, Palm Beach, FL 33480 and its telephone number is (561) 832-7835.

Business of Issuer

         The Company has no operating history and no representation is made, nor
is any intended,  that the Company will carry on any future  business  activity.
Further,  there can be no  assurance  that the Company  will have the ability to
acquire or merge with an operating  business,  business  opportunity or property
that will be of material value to the Company.

         Management   plans  to   investigate,   research   and,  if  justified,
potentially   acquire  or  merge  with  one  or  more   businesses  or  business
opportunities.  The Company currently has no commitment or arrangement,  written
or oral,  to  participate  in any business  opportunity  and  management  cannot
predict  the nature of any  potential  business  opportunity  it may  ultimately
consider.   Management  will  have  broad  discretion  in  its  search  for  and
negotiations with any potential business or business opportunity.


<PAGE>



Sources of Business Opportunities

         The Company  intends to use various sources in its search for potential
business opportunities including its officer and director, consultants,  special
advisors,  securities  broker-dealers,   venture  capitalists,   member  of  the
financial  community  and others who may  present  management  with  unsolicited
proposals.  Because  of the  Company's  limited  capital,  it may not be able to
retain on a fee basis professional  firms specializing in business  acquisitions
and  reorganizations.  Rather,  the  Company  will most  likely  have to rely on
outside  sources,  not otherwise  associated with the Company,  that will accept
their compensation only after the Company has finalized a successful acquisition
or  merger.  The  Company  will rely upon the  expertise  and  contacts  of such
persons,  will use notices in written publications and personal contacts to find
merger and acquisition  candidates,  the exact number of such contacts dependent
upon the skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship  with management.  To date, the Company has not engaged nor entered
into any definitive  agreements nor  understandings  regarding  retention of any
consultant to assist the Company in its search for business  opportunities,  nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.

         The Company does not intend to restrict its search to any specific kind
of industry or business.  The Company may investigate  and ultimately  acquire a
venture  that  is in  its  preliminary  or  development  stage,  is  already  in
operation,  or in various  stages of its corporate  existence  and  development.
Management  cannot  predict at this time the status or nature of any  venture in
which the Company may  participate.  A potential  venture might need  additional
capital or merely  desire to have its shares  publicly  traded.  The most likely
scenario for a possible  business  arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which  merely  desires to  establish  a public  trading  market for its  shares.
Management  believes that the Company could provide a potential  public  vehicle
for a private entity interested in becoming a publicly held corporation  without
the time and expense typically associated with an initial public offering.


Evaluation

         Once the  Company has  identified  a  particular  entity as a potential
acquisition  or merger  candidate,  management  will seek to  determine  whether
acquisition  or  merger  is  warranted  or  whether  further   investigation  is
necessary.  Such determination will generally be based on management's knowledge
and  experience  or with the  assistance  of outside  advisors  and  consultants
evaluating the preliminary  information  available to them. Management may elect
to engage outside  independent  consultants to perform  preliminary  analysis of
potential  business  opportunities.  However,  because of the Company's  limited
capital  it may not have the  necessary  funds  for a  complete  and  exhaustive
investigation  of any particular  opportunity.  Management  will not devote full
time to finding a merger candidate, will continue to engage in outside unrelated
activities,  and anticipates  devoting no more than an average of five (5) hours
weekly to such undertaking.

         In evaluating such potential business  opportunities,  the Company will
consider,  to the extent relevant to the specific  opportunity,  several factors
including  potential  benefits  to the  Company  and its  shareholders;  working
capital,  financial  requirements  and  availability  of  additional  financing;
history of  operation,  if any;  nature of  present  and  expected  competition;
quality and experience of


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management; need for further research, development or exploration; potential for
growth and expansion;  potential for profits;  and other factors deemed relevant
to the specific opportunity.

         Because the Company has not located or identified any specific business
opportunity  as of the date hereof,  there are certain  unidentified  risks that
cannot  be  adequately  expressed  prior  to the  identification  of a  specific
business  opportunity.  There can be no assurance following  consummation of any
acquisition  or merger  that the  business  venture  will  develop  into a going
concern  or, if the  business  is already  operating,  that it will  continue to
operate successfully.  Many of the potential business opportunities available to
the  Company  may  involve  new  and  untested  products,  processes  or  market
strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

         Presently  the  Company  cannot  predict  the  manner in which it might
participate  in a prospective  business  opportunity.  Each  separate  potential
opportunity  will be reviewed  and,  upon the basis of that  review,  a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that  opportunity,  the  respective  needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase,  lease, joint venture,  license,  partnership,  stock
purchase, reorganization,  merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership,  corporation,  or other form
of  organization,  however,  the  Company  does not  intend  to  participate  in
opportunities through the purchase of minority stock positions.

         Because of the Company's lack of assets and relevant operating history,
it is likely that any potential  merger or  acquisition  with another  operating
business  will  require   substantial   dilution  to  the   Company's   existing
shareholders  interests.  There  will  probably  be a change in  control  of the
Company,  with  the  incoming  owners  of the  targeted  merger  or  acquisition
candidate taking over control of the Company. Management has not established any
guidelines  as to the amount of control  it will offer to  prospective  business
opportunity  candidates,  since this issue will depend to a large  degree on the
economic  strength and  desirability  of each candidate,  and the  corresponding
relative bargaining power of the parties.  However,  management will endeavor to
negotiate the best possible terms for the benefit of the Company's  shareholders
as the case arises.  Management may actively  negotiate or otherwise  consent to
the  purchase of any  portion of their  common  stock as a  condition  to, or in
connection  with, a proposed merger or acquisition.  In such an event,  existing
shareholders  may not be  afforded an  opportunity  to approve or consent to any
particular  stock buy-out  transaction.  However the terms of the sale of shares
held by present  management of the Company will be extended equally to all other
current shareholders.

         Management  does not have any plans to borrow funds to  compensate  any
persons,  consultants,  or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans  to  borrow  funds  to  pay  compensation  to  any  prospective   business
opportunity, or shareholders,  management, creditors, or other potential parties
to the  acquisition  or merger.  In either case, it is unlikely that the Company
would  be  able  to  borrow   significant  funds  for  such  purposes  from  any
conventional lending sources. In all probability, a public sale of the Company's
securities  would also be unfeasible,  and management  does not  contemplate any
form of new public offering at this time. In the event that the Company


<PAGE>



does need to raise  capital,  it would most  likely  have to rely on the private
sale of its  securities.  Such a private sale would be limited to persons exempt
under the Commissions's  Regulation D or other rule, or provision for exemption,
if any applies.  However,  no private  sales are  contemplated  by the Company's
management at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms  available to the  Company.  However,  there can be no assurance  that the
Company will be able to obtain funding when and if needed, or that such funding,
if available,  can be obtained on terms reasonable or acceptable to the Company.
The  Company  does not  anticipate  using  Regulation  S  promulgated  under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only  to  its  potential   applicability  after  consummation  of  a  merger  or
acquisition.

         In the event of a successful  acquisition or merger, a finder's fee, in
the  form  of  cash  or  securities  of the  Company,  may be  paid  to  persons
instrumental in facilitating  the  transaction.  The Company has not established
any criteria or limits for the  determination  of a finder's fee,  although most
likely an  appropriate  finder's  fee will be  negotiated  between the  parties,
including  the potential  business  opportunity  candidate,  based upon economic
considerations  and  reasonable  value as estimated and mutually  agreed upon at
that time. A finder's fee would only be payable upon  completion of the proposed
acquisition or merger in the normal case, and  management  does not  contemplate
any other arrangement at this time.  Current management has not in the past used
any  particular  consultants,  advisors or finders.  Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with any
person.  It is possible that a potential  merger or acquisition  candidate would
have its own finder's fee arrangement,  or other similar  business  brokerage or
investment  banking  arrangement,  whereupon the terms may be governed by a pre-
existing  contract;  in such case,  the Company may be limited in its ability to
affect the terms of  compensation,  but most likely the terms would be disclosed
and subject to approval pursuant to submission of the proposed  transaction to a
vote of the Company's shareholders. Management cannot predict any other terms of
a finder's fee arrangement at this time. If such a fee arrangement was proposed,
independent management and directors would negotiate the best terms available to
the Company so as not to compromise the fiduciary  duties of the  representative
in the proposed  transaction,  and the Company  would  require that the proposed
arrangement would be submitted to the shareholders for prior  ratification in an
appropriate manner.

         Management does not contemplate that the Company would acquire or merge
with a business  entity in which any  officer or  director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior  ratification in an
appropriate   manner.  The  Company's   management  has  not  had  any  contact,
discussions,   or  other   understandings   regarding  any  particular  business
opportunity  at this time,  regardless  of any  potential  conflict  of interest
issues.  Accordingly,  the  potential  conflict  of  interest is merely a remote
theoretical possibility at this time.

Possible Blank Check Company Status

         While the Company may be deemed a "shell" company at this time, it does
not constitute a "blank check" company under pertinent securities law standards.
Accordingly,  the Company is not subject to securities  regulations imposed upon
companies  deemed to be "blank check  companies."  If the Company were to file a
registration statement under Securities Act of 1933 and, at such time,


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priced its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.

         If in the  future the  Company  were to become a blank  check  company,
adverse consequences could attach to the Company. Such consequences can include,
but are not limited to, time  delays of the  registration  process,  significant
expenses to be incurred in such an  offering,  loss of voting  control to public
shareholders  and the additional  steps required to comply with various  federal
and state laws enacted for the  protection  of  investors,  including  so-called
"lock-up"  agreements pending consummation of a merger or acquisition that would
take it out of blank check company status.

         Many states (excluding  Florida where the Company is incorporated) have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in their  respective  jurisdictions.  Management  does not  intend to
undertake any efforts to cause a market to develop in the  companies  securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has  successfully  implemented  its business plan
described  herein.  In  the  event  the  Company  undertakes  the  filing  of  a
registration  statement under  circumstances that classifies it as a blank check
company  the  provisions  of Rule 419 and other  applicable  provisions  will be
complied with.

Rights of Shareholders

         The  Company's  Articles of  Incorporation  expressly  provide that the
Board of Directors is authorized to enter into on behalf of the  corporation and
to bind the corporation without shareholder approval, any and all acts approving
the terms and conditions of a merger and/or a share exchange,  and  shareholders
affected  thereby,  shall not be entitled  to  dissenters  rights  with  respect
thereto  under  any  applicable  statutory  dissenters  rights  provision.  This
provision expressly  eliminates  shareholder  participation in the merger and/or
share  exchange  contemplated  by  the  Company  and  expressly  eliminates  any
shareholders  dissenters  rights.  The  Company  does not intend to provide  its
shareholders with complete  disclosure  documentation  including audited finance
statements  concerning a target company and its business prior to any mergers or
acquisitions.

Competition

         Because the Company has not  identified  any potential  acquisition  or
merger  candidate,  it is unable to  evaluate  the type and extent of its likely
competition.  The Company is aware that there are several other public companies
with only nominal  assets that are also  searching for operating  businesses and
other business opportunities as potential acquisition or merger candidates.  The
Company will be in direct  competition  with these other public companies in its
search for business  opportunities  and, due to the Company's  limited funds, it
may be difficult to successfully compete with these other companies.

Employees

         As of the date hereof,  the Company does not have any employees and has
no plans for  retaining  employees  until  such time as the  Company's  business
warrants the expense, or until the Company successfully  acquires or merges with
an operating  business.  The Company may find it necessary to periodically  hire
part-time clerical help on an as-needed basis.



<PAGE>



Facilities

         The  Company  is  currently  using  at no cost to the  Company,  as its
principal place of business offices of its current management,  Thomas V. Flynn,
located in Palm Beach,  Florida..  Although the Company has no written agreement
and pays no rent for the use of this facility,  it is contemplated  that at such
future  time as an  acquisition  or merger  transaction  may be  completed,  the
Company  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 the
Company's principal offices may be transferred to such existing facilities.

Industry Segments

         No information is presented regarding industry segments. The Company is
presently a development  stage  company  seeking a potential  acquisition  of or
merger with a yet to be identified  business  opportunity.  Reference is made to
the statements of income  included herein in response to Part II, Item 7 of this
Form 10-KB for a report of the Company's operating history.

Item 2. Description of Property

         The information  required by this Item 2 is not applicable to this Form
10-KSB due to the fact that the  Company  does not own or control  any  material
property.  There are no preliminary agreements or understandings with respect to
office facilities in the future.

Item 3. 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 4. Submission of Matters to a Vote of Security Holders.

         No  matter  was  submitted  to a vote  of the  Company's  shareholders,
through the  solicitation  of proxies or otherwise  during the fiscal year ended
October 31, 2000, covered by this report.

Part II

Item 5. Market For Common Equity and Other Shareholder Matters.

         No shares of the Company's common stock have previously been registered
with the  Securities and Exchange  Commission  (the  "Commission")  or any state
securities  agency or authority.  The Company does not presently  intend to make
application  to the  NASD  for the  Company's  shares  to be  quoted  on the OTC
Bulletin Board.

         The  Company  is  not  aware  of any  existing  trading  market for its
common stock.  The  Company's  common stock has never traded in a public market.
There are no plans, proposals, arrangements or understandings with any person(s)
with  regard  to the  development  of a trading  market in any of the  Company's
securities.


<PAGE>



         If  and  when  the   Company's   common   stock   is   traded   in  the
over-the-counter  market,  most  likely  the  shares  will  be  subject  to  the
provisions  of Section  15(g) and Rule 15g-9 of the  Securities  Exchange Act of
1934, as amended (the Exchange Act"),  commonly referred to as the "penny stock"
rule.  Section 15(g) sets forth certain  requirements  for transactions in penny
stocks and Rule  15g9(d)(1)  incorporates  the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.

         The Commission  generally defines penny stock to be any equity security
that  has a  market  price  less  than  $5.00  per  share,  subject  to  certain
exceptions.  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  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 January 10, 2001, there were 2 holders of record of the Company's
common  stock.  As of the date  hereof,  the Company has issued and  outstanding
5,500,000  shares of common  stock.  Such  shares  may not be sold or  otherwise
transferred without  restriction  pursuant to the terms of Rule 144 ("Rule 144")
of the  Act.  Shares  issued  pursuant  to  Rule  144  may  not be  sold  and/or
transferred  without  further  registration  under  the  Act or  pursuant  to an
applicable exemption.

Dividend Policy

         The  Company  has  not   declared  or  paid  cash   dividends  or  made
distributions  in the past, and the Company does not anticipate that it will pay
cash dividends or make  distributions  in the  foreseeable  future.  The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.




<PAGE>



Transfer Agent

         The  Company  is  serving as its own  transfer  agent  until it becomes
eligible for quotation with NASD.

Item 6. Management's Discussion and Analysis or Plan of Operation

         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  (see  Item 4,  Security  Ownership  of  Certain
Beneficial   Owners  and   Management.   Thomas  V.  Flynn  is  the  controlling
shareholder).  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.

         In the  opinion of  management,  inflation  has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

          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


<PAGE>



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 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.

Item 7. Financial Statements

         The  Company's  financial  statements  have been examined to the extent
indicated  in their  reports  by Dorra,  Shaw,  & Dugan,  independent  certified
accountants,  and have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and pursuant to  Regulation  S-B as  promulgated  by the
Securities and Exchange  Commission and are included herein,  on Page F-1 hereof
in response to Part II, Item 7, of this Form 10-KSB.







<PAGE>



TF CREATIONS CORP.

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
TF Creations Corp.
Palm Beach, Florida

We have audited the accompanying  balance sheet of TF Creations Corp. (a Florida
corporation)  and (a development  stage company) as of December 31, 1999 and the
related statements of operations, accumulated deficit, cash flows and changes in
stockholders'  equity for the period  December 21, 1999 (date of  inception)  to
October 31, 2000.  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 TF Creations  Corp.  as of
October  31,  2000 and the  results  of its  operations  and its cash  flows and
changes in  stockholders'  equity for the period from December 21, 1999 (date of
inception) to October 31, 2000 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

January 17, 2001

                  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




October 31,                                                                               2000
------------------------------------------------------------------------------- --------------

ASSETS

<S>                                                                             <C>
Current Assets:
     Cash                                                                       $          80
---- -------------------------------------------------------------------------- --------------

TOTAL CURRENT ASSETS                                                                       80
------------------------------------------------------------------------------- --------------

                                                                                $          80
---- -------------------------------------------------------------------------- --------------

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 and outstanding                                                 -
     Additional paid-in-capital                                                         3,150
     Accumulated deficit                                                               (3,620)
---- -------------------------------------------------------------------------- --------------

TOTAL STOCKHOLDERS' EQUITY(CAPITAL DEFICIENCY)                                             80
------------------------------------------------------------------------------- --------------

                                                                                $          80
---- -------------------------------------------------------------------------- --------------
</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 ACCUMULATED DEFICIT





For the period December 21, 1999 (date of inception) to October 31,                     2000
------------------------------------------------------------------------------- ----------

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


Operating expenses:
    Professional fees                                                $   3,500
    Bank charges                                                           120
--- ---------------------------------------------------------------- ---------- ----------
                                                                                    3,620
--- ---------------------------------------------------------------- ---------- ----------

Loss before income taxes                                                           (3,620)
Income  taxes                                                                           -
-------------------------------------------------------------------- ---------- ----------

Net loss                                                                           (3,620)
-------------------------------------------------------------------- ---------- ----------

Deficit accumulated during the  development stage - October 31, 2000            $  (3,620)
-------------------------------------------------------------------- ---------- ----------

Net loss per share                                                              $ (0.0006)
-------------------------------------------------------------------- ---------- ----------
</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 October 31,             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        3,150             -        3,700

Net Loss                                 -            -          -            -        (3,620)     (3,620)
--------------------------- --------------- ------------ ---------- ----------- -------------- -----------

                            $    5,500,000  $         -  $     550  $     3,150 $      (3,620) $      80
--- ----------------------- --------------- ------------ ---------- ----------- -------------- -----------
</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 October 31,                      2000
------------------------------------------------------------------------------- --------------
<S>                                                                             <C>
Operating Activities:
        Net loss                                                                $      (3,620)
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
             Increase in:
                 Issuance of common stock for services                                  2,500

Net cash provided by operating activities                                              (1,120)
------------------------------------------------------------------------------- --------------

Financing activities:
     Issuance of Common Stock                                                           1,200
---- -------------------------------------------------------------------------- --------------

Net cash provided by financing activities                                               1,200
------------------------------------------------------------------------------- --------------

Net increase in cash                                                                       80
------------------------------------------------------------------------------- --------------

 Cash-October 31, 2000                                                          $          80
------------------------------------------------------------------------------- --------------
</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.


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 October 31, 2000.




                                       F-6





<PAGE>




TF Creations Corp.
Notes to Financial Statements

(continued)

Note C - Income Taxes:

The Company has a net operating  loss carry forward of $3,620 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 October 31, 2000
is $600,  which  represents the amounts of tax benefits of loss  carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$600, 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 $3,620 from  December 21, 1999 (date of inception)  through  October 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 a merger  partner or an  acquisition  candidate to allow it to begin its
planned operations.









                                       F-7



<PAGE>



Item 8. Changes in and Disagreements with Accountants

         Because the Company has been generally inactive since its inception, it
has had no independent  accountant until the retention in 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.

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
        with Section 16(a) of the Exchange Act.

         The director and  executive  officer of the Company and his  respective
age is as follows:

Name                Age     Position
---------------     ----    --------------------------------
Thomas V. Flynn     43      Director, President, Secretary and Treasurer

         All directors hold office until the next annual meeting of stockholders
and until their  successors  have been duly elected and qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

         No  director,  or officer,  affiliate  or promoter of the Company  has,
within the past five years, filed any bankruptcy petition,  been convicted in or
been the subject of any pending criminal proceedings,  or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

         The business experience of the person listed above during the past five
years is as follows:

         Mr. Thomas V. Flynn, the  sole  executive  officer  of the Company, has
been  consulting  with small  business  owners in the general  business areas of
business  development  and sales from 1994 to the present.  Mr. Flynn's  clients
comprise mostly of real estate service companies,  title companies and small one
man  legal  offices  wherein  Mr.  Flynn  has been  able to draw  upon his legal
education  to provide  legal  research  and writing  services.  Mr. Flynn has an
extensive  financial  and  marketing  background  and has been  able to  provide
valuable  assistance and insights to small  business  owners  specifically  with
regard  to the more  effective  marketing  of their  businesses.  His  extensive
financial   markets   experience   while  on  Wall   Street  as  an   investment
representative  with firms such as Morgan Stanley & Co., Inc. and Charles Schwab
& Co. have  provided Mr. Flynn with  invaluable  insights into the impact of the
financial markets on small business decision making.  Mr. Flynn is a graduate of
the  University of Notre Dame's joint Law and Graduate  Business  School program
receiving  a J.D.  and  M.B.A.  in 1986.  He also  received  his  B.A.  from the
University of Notre Dame in 1979.

         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.
Thomas V. Flynn comprising 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 most
recent fiscal year.

Item 10. Executive Compensation

         The  Company  does  not  have a  bonus,  profit  sharing,  or  deferred
compensation plan for the benefit of its employees,  officers or directors.  The
Company  has not  paid  any  salaries  or other  compensation  to its  officers,
directors  or employees  for the fiscal year ended 1999,  nor at any time during
the year ended  October 31, 2000.  Further,  the Company has not entered into an
employment  agreement  with any of its officers,  directors or any other persons
and no such agreements are anticipated in the immediate  future.  It is intended
that the Company's  director 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.  As of the date hereof,  no person has
accrued any compensation from the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information,  to the best knowledge of
the  Company as of January 4, 2000,  with  respect to each  person  known by the
Company to own  beneficially  more than 5% of the Company's  outstanding  common
stock,  each  director  of the  Company and all  directors  and  officers of the
Company as a group.

Name of Address of                    Amount and Nature of
Beneficial Owner                      Beneficial Ownership      Percent of Class
----------------------------          ----------------------    ----------------
Thomas V. Flynn                                5,000,000         90.91%
354 Brazilian Avenue, #5
Palm Beach, FL 33480

Donald F. Mintmire                             500,000           9.09%
265 Sunrise Avenue, #204
Palm Beach, FL 33480

All Executive Officers and Directors
as a Group (one person)                        5,500,000         100%
-------------------------------------

Item 12. Certain Relationships and Related Transactions

         On December 21, 1999, the Company  issued and sold 5,000,000  shares of
its common stock to Thomas V. Flynn, in consideration and exchange for $1,000.00
in connection with the organization of the Company.


<PAGE>



         Also on December 21, 1999,  the Company  issued and sold 500,000 shares
of its common stock to Donald F.  Mintmire,  in  consideration  and exchange for
$100.00 in connection with the organization of the Company.

         In  addition  Thomas  V.  Flynn  has paid  for the  cost  and  expenses
associated  with the  filing of this Form  10-KSB  and other  operations  of the
Company.

         At the  current  time,  the  Company  has no  provision  to  issue  any
additional securities to management, promoters or their respective affiliates or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such stock for offerings for acquisitions.

         During  the  Company's   existence   there  have  not  been  any  other
transactions between the Company and any officer, director, nominee for election
as director,  or any  shareholder  owning  greater than five percent (5%) of the
Company's   outstanding   shares,   nor  any  member  of  the  above  referenced
individuals' immediate family.

         Thomas V.  Flynn,  may be deemed to be a  "promoter"  of the Company as
that term is defined under the Rules and Regulations promulgated under the Act.

Item 13.          Exhibits and Reports on Form 8-K.

         (a)  The  exhibits  required  to be  filed  herewith  by  Item  601  of
Regulation  S-B,  are  described  in  the  following  index  of  exhibits,   are
incorporated herein by reference, as follows:

         The following exhibits are filed with this Registration Statement:

Exhibit No.     Exhibit Name
----------      -----------------------
3(i).1          Articles of Incorporation filed December 21, 1999(1)

3(ii).1         By-laws(1)
-----------------------

(1)  Incorporated  herein by  reference  to the  Registration  Statement on Form
     10-SB  of TF  Creations,  Corp.(File  No.  0-28799),  filed  with  the U.S.
     Securities and Exchange Commission.

         (b) No  Reports on Form 8-K were  filed  during  the fiscal  year ended
October 31, 2000, covered by this Annual Report on Form 10-KSB.

Item 2. Description of Exhibits

         See Item 1 above.






<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: January 18, 2001          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
---------------          -------------------             -------------

January 18, 2001       BY:/s/ Thomas V. Flynn
                        -------------------------
                            Thomas V. Flynn             President, Secretary,
                                                        Treasurer, Director