UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 9, 2021

 

CREATIONS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   52390   84-2054332

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

c/o Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 37th Floor

New York, NY

  10036
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 212-930-9700

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On February 9, 2021, CREATIONS, INC. released the attached investor presentation and letter to shareholders. A copy of the investor presentation and letter to shareholders is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1 and Exhibit 99.2.

 

Item 9.01 Financial statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Investor Presentation dated February 9, 2021.
99.2   Letter to Shareholders dated February 9, 2021

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CREATIONS, INC.
       
Dated: February 9, 2021 By: /s/ Guy Nissenson
    Name:  Guy Nissenson
    Title: Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors

 

 

 

 

Exhibit 99.1

 

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

 

  

 
 

  

 

 
 

 

  

 
 

  

 

 
 

  

  

 
 

 

  

 
 

 

  

 
 

  

 

 
 

  

 

 
 

  

 

 
 

  

 

 
 

 

  

 
 

  

 

 
 

 

  

 
 

 

  

 
 

 

  

 

 

 

Exhibit 99.2

 

Dear Shareholders and friends

 

I am excited to provide you our latest update as it relates to Creations, Inc.’s business and going public initiative.

 

To recap – after a very successful buildup of a US based public telecom company (NYSE:NTS) and a complete operational turnaround of a Dutch / Israeli OCR -Object Character Recognition business, I decided to enter into the Financial Services Market making together with you a significant investment. I appreciate all your investments and hope that our organic and a rollup strategy produce results as rewarding as my ventures in the past.

 

If you like to read more about the history, below is a synopsis – we should have the entire story on our website.

 

  ● NTS (Public – Telecom) – founded NTS with a very low margin international / calling card business (first year sales were less than $1mm a year). Sold it for a record EBITDA multiple to a Connecticut based private equity fund for $172mm after reaching, at the peak more than $100mm of annual sales.
  ● Certus / Omniq (Private – AI / technology) – took over the group as CEO while it had high debt levels and negative income results (founder almost 30 years ago) and turned into a profitable, growing company – sold it recently to a Dutch based private equity firm after paying off all the debt.   

 

Two small asset management companies in Israel are currently the basis of our business (Ocean and Yetsira) and once we finish the go-public process, we intend to exploit additional opportunities where arbitrage valuations models and leverage can grow us into a significant company.

 

Our going public process has been slower than desired but is a direct approach (not through merging with a shell) so it has significant advantages going forward. For example, nothing will be hiding in the closet of the old shell, price pressure should be lower and the fact that we are registering with the SEC for our actual business should theoretically help us move faster in future registrations. As a matter of fact, for the past few months, we are a de-facto public company as our registration statement including the shares purchased in our private placement was declared effective by the SEC (Securities and Exchange Commission) since September of last year - we are currently only waiting to complete the process with the OTC market / FINRA / initial market maker (form 15C211) before we can get a ticker and start trading.

 

Most importantly, our initial 2 assets are performing nicely. Not only because of the conditions of the equity markets, but also relative to our peers. It also seems that the two teams have integrated well and there is even a possibility to reach local breakeven numbers with just a small amount of additional growth. Creations can demonstrate these days growth in AUM (Assets under management – which is almost reaching $200mm), consecutive increases in quarterly revenues and improvement in actual fees (as a percentage of AUM). Obviously, we need to expand and stand on other operational / geographical legs as well – but this is a great start. It seems that we should be able, being such a small company to attract interesting price / sales multiples while growing into profits and more traditional valuation matrixes.

 

Attached to this letter there is a presentation elaborating more about our accomplishments, comps and additional information. We are also working on our corporate website and shareholder portal where you will be able to fill out forms, vote, provide proxies, etc.

 

I would be happy to hear feedback on any comments from you.

 

Sincerely

 

Guy Nissensohn  
Founder, Chairman and CEO  
Creations, Inc.