UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: ~~June~~September 30, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 333-240161.

CREATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-2054332
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

(Address of principal executive offices, Zip Code)

212-930-9700

(Registrant’s telephone number, including area code)

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 (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~August~~November 1421, 2023, there were 3,544,242 shares of common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I

Item 1.	Financial Statements.	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4
Item 4.	Controls and Procedures.	4

PART II

Item 1.	Legal Proceedings.	5
Item 1A.	Risk Factors.	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	5
Item 3.	Defaults Upon Senior Securities.	5
Item 4.	Mine Safety Disclosures.	5
Item 5.	Other Information.	5
Item 6.	Exhibits.	5

SIGNATURES		6

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of ~~June~~September 30, 2023

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of ~~June~~September 30, 2023

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Statements of Financial Position	F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to the Condensed Consolidated Financial Statements	F-76 - F-9

F-1

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(U.S. dollars in thousands except share data)

	June 30,			December 31,
	September 30,			December 31,
	2023			2022
	Unaudited			Audited
ASSETS
Current assets
Cash and cash equivalents		-1,119			114
Restricted cash		77			-
Capital Note		-			637
Receivables		1,163			-
Assets held for sale		-			1,508
Total current assets		1,~~240~~119			2,259
Non-current assets
Loans granted to stockholders		12			13
Total non-current assets		12			13
Total assets		1,~~252~~131			2,272
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		~~203~~86			145
Liabilities held for sale		-			767
Total current liabilities		~~203~~86			912
Total liabilities		~~203~~86			912
Stockholders’ Equity
Common Stock of $0.0001 par value - Authorized: 100,000,000 shares at June 30, 2023 and December 31, 2022; Issued and outstanding: 3,544,242 shares at March 31, 2023 and December 31, 2022		-			-
Common Stock of $0.0001 par value - Authorized: 100,000,000 shares at September 30, 2023 and December 31, 2022; Issued and outstanding: 3,544,242 shares at September 30, 2023 and December 31, 2022		-			-
Additional paid-in capital		3,162			3,162
Treasury stocks receivables		(321	)		-
Accumulated other comprehensive income		(24	)		(24	)
Accumulated other comprehensive loss		(24	)		(24	)
Accumulated deficit		(1,~~768~~772	)		(1,778	)
Total stockholders’ equity		1,~~049~~045			1,360
Total liabilities and stockholders’ equity		1,~~252~~131			2,272

The accompanying notes are an integral part of the condensed consolidated financial statements

F-2

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(U.S. dollars in thousands except share data)

	2023			2022			2023			2022
	For the period of three months ended June 30,						For the period of six months ended June 30,
	For the period of three months ended September 30,						For the period of nine months ended September 30,
	2023			2022			2023			2022
	Unaudited						Unaudited
General and administrative expenses (related parties of $35, $0, $52 and $0)		(62	)		(35	)		(96	)		(40	)
General and administrative expenses (related parties of $18, $0, $70 and $0 respectively)		(26	)		10			(122	)		(30	)
Operating loss		(6226	)		~~(35~~10	)		(96122	)		(4030	)
Foreign exchange differences		(6-	)		-			(6	)		-
Capital gain from realization of subsidiary		-			-			112			-
Net income (loss) for the period from continuing operations		(68	)		(35	)		10			(40	)
Net income (loss) before tax from continuing operations		(26	)		10			(16	)		(30	)
Net income from discontinued operations, net of tax		-			50			-			39
Tax income		22			-			22			-
Net income (loss) for the period		(68	)		15			10			(1	)
Net income (loss) for the period from continuing operations		(4	)		10			6			(30	)
Net income from discontinued operations, net of tax		-			51			-			90
Net income (loss) for the period		(4	)		61			6			60
Other comprehensive expenses:
Other comprehensive expenses: Foreign currency translation adjustments from discontinued operation		-			(~~134~~19	)		-			(~~164~~183	)
Comprehensive income (loss)		(684	)		~~(119~~42	)		106			(~~165~~123	)
Basic and diluted net income (loss) per share		(0.0200	)		0.0002			0.00			(0.0002	)
Weighted average number of Common Stock used in computing basic and diluted loss per share		3,544,242			3,544,242			3,544,242			3,544,242

The accompanying notes are an integral part of the condensed consolidated financial statements

F-3

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(U.S. dollars in thousands except share data)

	Number		Amount		Capital			~~Income~~Loss			Deficit			equity
	Common Stock				Additional paid-in			Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		Capital			~~Income~~Loss			Deficit			equity
	Unaudited
Balance as of April 1, 2022		3,544,242		-		3,162	-		125			(1,768	)		1,519
Balance as of July 1, 2022		3,544,242		-		3,162	-		(9	)		(1,753	)		1,400
Other comprehensive loss		-		-		-			(134	)		-			(134	)
Foreign currency translation adjustments		-		-		-	-		(19	)		-			(19	)
Net loss for the period		-		-		-	-		-			15			15
Net income for the period		-		-		-	-		-			61			61
Balance as of June 30, 2022		3,544,242		-		3,162	-		(9	)		(1,753	)		1,400
Balance as of September 30, 2022		3,544,242		-		3,162	-		(28	)		(1,692	)		1,442

	Number		Amount		Capital		Receivables			~~Income~~Loss			Deficit			equity
	Common Stock				Additional paid-in		Treasury Stocks			Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		Capital		Receivables			~~Income~~Loss			Deficit			equity
	Unaudited
Balance as of April 1, 2023		3,544,242		-		3,162		(321	)		(24	)		(1,700	)		1,117
Balance as of July 1, 2023		3,544,242		-		3,162		(321	)		(24	)		(1,768	)		1,049
Treasury stocks receivables		-						-			-			-			-
Net income for the period		-		-		-		-			-			(68	)		(68	)
Net loss for the period		-		-		-		-			-			(4	)		(4	)
Balance as of June 30, 2023		3,544,242		-		3,162		(321	)		(24	)		(1,768	)		1,049
Balance as of September 30, 2023		3,544,242		-		3,162		(321	)		(24	)		(1,772	)		1,045

	Number		Amount		Capital			~~Income~~loss			Deficit			equity
	Common Stock				Additional paid-in			Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		Capital			~~Income~~loss			Deficit			equity
	Unaudited
Balance as of January 1, 2022		3,544,242		-		3,162	-		155			(1,752	)		1,565
Other comprehensive loss		-		-		-			(164	)		-			(164	)
Foreign currency translation adjustments		-		-		-	-		(183	)		-			(183	)
Net loss for the period		-		-		-	-		-			(1	)		(1	)
Net income for the period		-		-		-	-		-			60			60
Balance as of June 30, 2022		3,544,242		-		3,162	-		(9	)		(1,753	)		1,400
Balance as of September 30, 2022		3,544,242		-		3,162	-		(28	)		(1,692	)		1,442

	Number		Amount		Capital		Receivables			~~Income~~loss			Deficit			equity
	Common Stock				Additional paid-in		Treasury Stocks			Accumulated other comprehensive			Accumulated			Total stockholders’
	Number		Amount		Capital		Receivables			~~Income~~loss			Deficit			equity
	Unaudited
Balance as of January 1, 2023		3,544,242		-		3,162		-			(24	)		(1,778	)		1,360
Beginning balance, value		3,544,242		-		3,162		-			(24	)		(1,778	)		1,360
Treasury stocks receivables		-						(321	)		-			-			(321	)
Net income for the period		-		-		-		-			-			106			106
Net income (loss) for the period		-		-		-		-			-			106			106
Balance as of June 30, 2023		3,544,242		-		3,162		(321	)		(24	)		(1,768	)		1,049
Balance as of September 30, 2023		3,544,242		-		3,162		(321	)		(24	)		(1,772	)		1,045
Ending balance, value		3,544,242		-		3,162		(321	)		(24	)		(1,~~768~~772	)		1,~~049~~045

The accompanying notes are an integral part of the condensed consolidated financial statements

F-4

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	2023			2022			~~2023~~			~~2022~~
	For the period of three months ended June 30,						For the period of six months ended June 30,
	For the period of nine months ended September 30,
	2023			2022			~~2023~~			~~2022~~
	Unaudited						~~Unaudited~~
Cash flows from operating activities:
Net income (loss)		~~(68~~6	)		1560			10			(1	)
Less net income from discontinued operations		-			(5090	)		-			~~(39~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange differences		6						6
Capital gain from realization of subsidiary		-(112	)		-			~~(112~~	)		-
Changes in operating assets and liabilities:
Accounts payable		57(59	)		-			58			-
Related parties		-1			-			1			-
Operating cash flow from discontinued operations		-			26115			-			49
Net cash provided by (used in) operating activities		(5158	)		(985	)		~~(37~~	)		9
Cash flows from investing activities:
Restricted cash		5-			-			~~(77~~	)		-
Investing cash flow from discontinued operations		-			(9046	)		-			~~(64~~	)
Realization of subsidiary (appendix A)		-907			-			~~(256~~	)		-
Net cash provided by (used in) investing activities		5907			(9046	)		~~(333~~	)		~~(64~~	)
Foreign currency translation adjustments on cash and cash equivalents from discontinued operations		-			(3855	)		-			~~(44~~	)
Change in cash and cash equivalents		-749			(~~137~~16	)		~~(370~~	)		~~(99~~	)
Cash of continuing operations at the beginning of the period		-114			~~190~~195			~~114~~			~~195~~
Cash of discontinued operations at the beginning of the period		-256			~~351~~308			~~256~~			~~308~~
Cash at the end of the period		-1,119			~~404~~487			-			~~404~~
Less cash of discontinued operations at the end of the period		-			(~~258~~342	)		-			~~(258~~	)
Cash and cash equivalents at end of year		-			146			-			146
Cash and cash equivalents at end of the period		1,119			145

Appendix A – Realization of subsidiary

Appendix A – Realization of subsidiary
Asset held for sale (excluding cash)	(485	)
Capital note	(637	)
Treasury stocks receivables	321
Receivables from realization of subsidiary	1,169
Capital gain from realization of subsidiary	(112	)
Cash outflow from disposal of subsidiary	256
Foreign exchange differences from realization of subsidiary	6
Cash inflow from disposal of subsidiary	(907	)

The accompanying notes are an integral part of the condensed consolidated financial statements

F-5

CREATIONS INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

NOTE 1 - GENERAL

A. Creations Inc. (hereinafter: the “Company”) was established as a private company under the laws of the State of Delaware on May 13, 2019. The Company’s core business is providing investment services for Israeli mutual funds. It operates as a portfolio manager through its wholly-owned subsidiaries. The Company has three wholly owned subsidiaries. Ocean Yetsira Ltd. (previously called Yestsira Holdings Ltd. (until April 28, 2021)) (hereinafter: “Ocean Yetsira”) which was established as a private Israeli corporation in December 2017, Yetsira Investment House Ltd. (hereinafter: “Yetsira”) which was established as a private Israeli corporation in November 2016 and Ocean Partners Y.O.D.M (hereinafter: “Ocean”) following its acquisition. B. On February 9, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Aharon Barkai & Co. Ltd. (the “Purchasers”) through its controllers Yaniv Aharon and Dan Barkai, and an agreement for the purchase of Shares and Capital Notes (the “Purchase Agreement”), whereby the Company sold all of the capital stock and capital notes of Ocean Yetsira Ltd. (“Ocean”) in exchange for the payment of an aggregate of ILS 2,061,930 (approximately $567,000) and the return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants to purchase common stock owned by the Purchasers. The transactions contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to as the “Transaction”). Mr. Aharon is a director of the Company. The Capital Notes in the amount of ILS 2,165,800 (approximately $596,000) which are owed to the Company by Ocean will be repaid by the Purchasers at closing as well. The closing of the transaction was subject to the approval of the Court of Family Affairs to allow the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate and to approval of the Company’s stockholders. On March 20, 2023, such approval was obtained. The closing of the transaction took place on August 2, 2023, after the balance sheet date. According to agreements between the parties to the share exchange agreements, as of February 7, 2023, the Company shall not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries. C. On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission. As at the date of filing this report, the Company’s shares have not begun to be quoted on the OTCQB. D. The figures in the financial statements are stated in U.S. Dollars in thousands unless otherwise mentioned.

~~F-6~~The Company had three wholly owned subsidiaries. Ocean Yetsira Ltd. (previously called Yestsira Holdings Ltd. (until April 28, 2021)) (hereinafter: “Ocean Yetsira”) which was established as a private Israeli corporation in December 2017, Yetsira Investment House Ltd. (hereinafter: “Yetsira”) which was established as a private Israeli corporation in November 2016 and Ocean Partners Y.O.D.M (hereinafter: “Ocean”) following its acquisition.

On February 9, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Aharon Barkai & Co. Ltd. (the “Purchasers”) through its controllers Yaniv Aharon and Dan Barkai, and an agreement for the purchase of Shares and Capital Notes (the “Purchase Agreement”), whereby the Company sold all of the capital stock and capital notes of Ocean Yetsira Ltd. (“Ocean Yetsira”) in exchange for the payment of an aggregate of ILS 2,061,930 (approximately $567,000) and the return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants to purchase common stock owned by the Purchasers. The transactions contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to as the “Transaction”. Mr. Aharon is a director of the Company. The Capital Notes in the amount of ILS 2,165,800 (approximately $596,000) which are owed to the Company by Ocean will be repaid by the Purchasers at closing as well. The closing of the transaction was subject to the approval of the Court of Family Affairs to allow the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate and to approval of the Company’s stockholders. On March 20, 2023, such approval was obtained.

The transaction closing was on August 2, 2023. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163,220.

As at the date of the financial statements approval, the shares described above were not received.

According to agreements between the parties to the share exchange agreements, as of February 7, 2023, the Company shall not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries.

On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission. As at the date of filing this report, the Company’s shares have not begun to be quoted on the OTCQB.

The figures in the financial statements are stated in U.S. Dollars in thousands unless otherwise mentioned.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2022. The accounting policies implemented in the interim financial statements is consistent with the accounting policies implemented in the annual financial statements as of December 31, 2022, except of the following accounting pronouncement adopted by the company.

F-6

A. Use of Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

B. Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

C. Functional currency

The functional currency of the Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of monetary balance sheet items are carried as financing income or expenses.

The functional currency of Ocean Yetsira, Yetsira and Ocean is the New Israeli Shekel (“NIS”) and their financial statements are included in the consolidation based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “Accumulated Other Comprehensive Income”.

SCHEDULE OF TRANSLATION ADJUSTMENTS

	June 30,			June 30,
	September 30,			September 30,
	2023			2022
Official exchange rate of NIS 1 to US dollar		0.~~270~~262			0.~~286~~282
Exchange rate change in the period		(48.90)	)%		(1112.12)	)%

F-7

CREATIONS INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

NOTE 3 - SIGNIFICAN EVENTS DURING THE PERIOD

Following the closing of the transactions described in note 1.B. on March 20, 2023, the company disposed its investments in Ocean Yetsira, Yetsira and Ocean (the sold companies) and recognized a receivable balance in the amount of $1,169 and treasury stock balance in the amount of $321 deducted from the shareholders equity. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163.

As of February 7, 2023, the Company do not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries. As a result, the company ceased the consolidation of the sold companies’ assets, liabilities and results. For practical matters, the consolidation ceased as of January 1, 2023.

As at the date of the financial statements approval, the shares described in note 1.B. were not received.

Assets Held for Sale

In accordance with the provisions of ASC-205-20, presentation of Financial Statements, the company have separately reported the assets and liabilities of the discontinued operations in the consolidated statements of financial position as of December 31, 2022.

Following non-commital guidelines for future transactions regarding sale of main activity to related parties during 2022 and the agreement described in note 1.B., the company classified its investments in the sold companies as of December 31, 2022 as an asset held for sale. The balances of the sold companies were as follows.

	December 31,
	2022
Cash and cash equivalents		256
Marketable securities		310
Bank deposit		18
Accounts receivable		102
Other current assets		7
Property and equipment, net		36
Intangible assets, net		205
Goodwill		574
Total assets		1,508

Accounts payable		83
Deferred taxes		47
Capital note		637
Total liabilities		767

F-8

NOTE 4 - RELATED PARTIES BALANCES AND TRANSACTIONS

Balances with related parties

	June 30,		December 31,
	September 30,		December 31,
	2023		2022
Assets:
Loans granted to stockholders	$	12	$	13
Liabilities:
Management fee payable to related parties	$	7444	$	67

Transactions with related parties

	2023			2022
	Three months ended June 30,
	Three months ended September 30,
	2023			2022
Income:
Interest income in respect to loans granted to stockholders	$	-	*	$	-	*
Expenses:
Management fee**	$	3518		$	8079

	2023			2022
	Six months ended June 30,
	Nine months ended September 30,
	2023			2022
Income:
Interest income in respect to loans granted to stockholders	$	-	*	$	-	*
Expenses:
Management fee**	$	5270		$	~~205~~284

	*	Less than $1 thousand.
	**	Comparative figures included in discontinued operations.

F-9

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This quarterly Report contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

	●	business strategy;

	●	financial strategy;

	●	intellectual property;

	●	production;

	●	future operating results; and

	●	plans, objectives, expectations, and intentions contained in this report that are not historical.

All statements, other than statements of historical fact included in this report, regarding our strategy, intellectual property, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

Organizational History

Creations, Inc. was incorporated in May 2019. On July 1, 2019, Creations, Inc, acquired a 100% interest in Ocean-Yetsira Ltd (. former- Yetsira Holdings Ltd), through a share swap agreement. Ocean Yetsira is an Israeli Corporation incorporated in December 2017 which in turn owns 100% of Yetsira Investment House (“Yetsira”), which was incorporated in November 2016.

On August 19, 2020, the Company purchased 7.5% of the outstanding and issued shares of Ocean Partners Y.O.D.M Ltd., an Israeli corporation (“Ocean”) for total cash consideration of approximately $87,000. On September 7, 2020, the Company entered into a share exchange agreement by and among Yetsira, Ocean, and certain shareholders of Ocean, pursuant to which the Company acquired the remaining 92.5% of the capital stock of Ocean in exchange for an aggregate of 1,254,498 shares of common stock of the Company, $0.001 par value, and 1,254,498 warrants to purchase shares of common stock of the Company (the “Warrants”) issued to the certain Ocean shareholders by the Company. The Warrants are convertible into shares of our common stock over a period of three-years at an exercise price of $1.00 per share. The Company completed the acquisition on September 28, 2020.

Following the acquisition of Ocean, all the investment management business of the group is managed through Ocean.

On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission. As of the date of filing this report, the Company’s shares have not begun to be quoted on the OTCQB.

On April 17, 2022, the board of directors approved a resolution as to matters of ongoing conduct such as signatory rights, voting etc. In addition, compensation of officers was updated. Also, non-committal guidelines for future transactions regarding sale of main activity to related parties and sale of holdings by those parties were discussed, these guidelines are pursuant to completion of legal structuring, compliance issues and more.

On February 9, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Aharon Barkai & Co. Ltd. (the “Purchasers”) through its controllers Yaniv Aharon and Dan Barkai, and an agreement for the purchase of Shares and Capital Notes (the “Purchase Agreement”), whereby the Company sold all of the capital stock and capital notes of Ocean Yetsira Ltd. (“Ocean”) in exchange for the payment of an aggregate of ILS 2,061,930 (approximately $586,000) and the return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants to purchase common stock owned by the Purchasers. The transactions contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to as the “Transaction”). Mr. Aharon is a director of the Company. The Capital Notes in the amount of ILS 2,165,800 (approximately $615,000) which are owed to the Company by Ocean will be repaid by the Purchasers at closing as well. The closing of the transaction was subject to the approval of the Court of Family Affairs to allow the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate and to approval of the Company’s stockholders. On March 20, 2023, such approval was obtained.

The transaction closing ofwas ~~the~~on ~~transaction~~August ~~took~~2, ~~place~~2023. onOn August 214, 2023, ~~after~~the company received the ~~balance~~cash ~~sheet~~consideration ~~date~~of the transaction amounted to $1,163,220.

As at the date of the financial statements approval, the shares described above were not received.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the ~~six-month~~nine months ended ~~June~~September 30, 2023, and does not believe that any recently issued, ~~but~~ but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Results of Operations for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to ~~six~~nine months Ended ~~June~~September 30, 2022. (In Thousands)

Following the agreement described above, As of February 7, 2023, the Company does not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries. As a result, the company ceased the consolidation of the sold companies’ assets, liabilities, and results. For practical matters, the consolidation ceased as of January 1, 2023. The company ~~recognized~~received aan ~~receivable balance in the~~ amount of $1,163 and recognized a receivable treasury stock balance in the amount of $321 deducted from the shareholders’ equity.

General and Administrative Expenses

For the ~~six~~nine-~~month~~months ended ~~June~~September 30, 2023, our general and administrative expenses were $96100 compared to $4030 for the ~~three six~~nine-~~month~~months ended ~~June~~ September 30, 2022, those increase in expenses were attributed to company’s headquarters, CPA, attorney, bookkeeping and management.

Net Income, Loss

Net income, loss for the ~~six~~nine-~~month~~months ended on ~~June~~September 30, 2023, and 2022, amount to income of $106 and loss $160 respectively, the income is attributed to $112 Capital gain from realization of subsidiary.

After taking into account foreign currency translation adjustments, which resulted in other comprehensive income of $106 and loss of $~~165~~123 for the ~~six~~nine-~~month~~months ended ~~June~~September 30, 2023, and 2022, respectively, this after other comprehensive expenses of $0 and $~~164~~183 for the ~~six~~nine-~~month ended~~months ~~June~~ended September 30, 2023, and 2022, respectively.

Liquidity and capital resources

As of ~~June~~September 30, 2023, the Company had cash and ~~restricted~~ cash equivalent, from continued operations in the amount of $771,119 compared to cash and ~~restricted~~ cash equivalents in the amount of $114 as of December 31, 2022.

Stockholders’ equity as of ~~June~~September ~~30,~~ 2023, was $1,~~049~~045, compared to stockholders’ equity of $1,360 as of December 31, 2022.

The Company’s accumulated deficit was $1,~~768~~772 and $1,778 onas ~~June~~of September 30, 2023, asand of December 31, 2022, respectively.

Off- Balance Sheet Arrangements

The Company currently does not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15f of the Exchange Act) that occurred during the quarter ended ~~June~~September 30, 2023 that has materially affected, or are reasonably likely to materially affect, our ~~internal~~ internal control over financial reporting.

Limitations on Internal Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no legal proceedings to which we are presently a party, and we are not aware of any legal proceedings threatened or contemplated against us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended ~~June~~September 30, 2023, the Company did not issue any unregistered securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit

31		Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
32		Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.*
101.PRE		Inline XBRL Extension Presentation Linkbase.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith. ** Furnished herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 14, 2023	CREATIONS, INC.
November 22, 2023	CREATIONS, INC.
	/s/ Shmuel Yelsevich
	Shmuel Yelshevich
	Interim Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Secretary
	Interim Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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