As filed with the Securities and Exchange Commission on April 5, 2001
Registration No. 333-57732
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2/A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CARAVAN ACQUISITION CORPORATION
(Name of small business issuer in its charter)
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Delaware 52-2218869 4700
(State or other jurisdiction (I.R.S. Employer (Primary Standard Industrial
of incorporation or organization) Identification Number) Classification Code Number)
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CARAVAN ACQUISITION CORPORATION
1118 Homer Street, Suite 229
Vancouver, British Columbia, Canada V6B 6L5
604/899-3224
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive
offices and principal place of business)
Nancy Wells, President
Caravan Acquisition Corporation
1118 Homer Street, Suite 229
Vancouver, British Columbia, Canada V6B 6L5
604/899-3224
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Cassidy & Associates
1504 R Street NW
Washington, D.C. 20009
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Approximate Date of Commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to To be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price Fee
Shares of common
stock held by selling
securityholders 2,616,900 $.0001 $262 $5.00
Total 2,616,900 $.0001 $262 $5.00 (2)
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(1) There is no current market for the securities and the price at which the
shares held by the selling securityholders will be sold is unknown.
Pursuant to Rule 457(f)(2) the registration fee is based upon the par
value, $.0001 per share, of the registrant's common stock.
(2) Paid by electronic transfer.
Item 27. Exhibits and Financial Statement Schedules
(a) Exhibits
3.1** Certificate of Incorporation, filed with the registration statement of
Caravan Acquisition Corporation as Exhibit 3.1 to the Form 10-SB filed
with the Commission on February 25, 2000 and incorporated herein by
reference
3.2** By-Laws of the Company, filed with the registration statement of
Caravan Acquisition Corporation as Exhibit 3.2 to the Form 10-SB filed
with the Commission on February 25, 2000 and incorporated herein by
reference
3.3** Specimen stock certificate, filed with the registration statement of
Caravan Acquisition Corporation as Exhibit 3.3 to the Form 10-SB filed
with the Commission on February 25, 2000 and incorporated herein by
reference
4.1** Asset Acquisition Agreement between Caravan Acquisition Corporation
and representatives of eVacationPro.com filed as Exhibit 10.1 to the
Form 8-K of Caravan Acquisition Corporation filed on December 14, 2000
and incorporated herein by reference
5.1* Opinion of Cassidy & Associates
23.1 Consent of Accountants
23.2* Consent of Cassidy & Associates (included in Exhibit 5.1)
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* To be filed by amendment.
** Previously Filed.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Caravan Acquisition Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form SB-2 and
authorized this registration statement to be signed on its behalf by the
undersigned in Vancouver BC, on March 15, 2001.
CARAVAN ACQUISITION CORPORATION
By: /s/ Nancy Wells
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Nancy Wells, President
By: /s/ Alina Nikolaeva
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Alina Nikolaeva, Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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Nancy Wells Director March 15, 2001
Alina Nikolaeva Director March 15, 2001
Huitt Tracey Director March 15, 2001