SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-29697
CARAVAN ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2217571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices (zip code))
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at June 30, 2000
Common Stock, par value $0.0001 5,000,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARAVAN ACQUISITION CORPORATION
(A Development Stage Company)
Balance Sheet
As of June 30, 2000
(Unaudited)
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized, none issued and outstanding -
Common Stock, $.0001 par value, 100,000,000 shares
authorized, 5,000,000 issued and outstanding 500
Additional paid-in capital 1,330
Deficit accumulated during development stage (1,330)
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements
CARAVAN ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Operations
(Unaudited)
January 1, 2000 to March 24, 1999
(Inception)
June 30, 2000 June 30, 2000
Income $ -- $ -
Expenses
Organization expense - 580
Professional fees - 750
Total expenses - 1,300
NET LOSS $ - $(1,330)
See accompanying notes to financial statements
CARAVAN ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period From March 24, 1999 (Inception)
To June 30, 2000
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
Issued Paid-In Development
Shares Amount Capital Stage Total
Common Stock
Issuance 5,000,000 $ 500 $ - $ - $ 500
Fair value of
expenses contributed - - 1,330 - 1,330
Net loss for the periods ended:
December 31, 1999 - - - (1,330) (1,330)
March 31, 2000 - - - - -
June 30, 2000 - - - - -
BALANCE AT
June 30, 2000 5,000,000 $ 500 $1,300 $ (1,330) $ 500
See accompanying notes to financial statements
CARAVAN ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Cash Flows
Unaudited
January 1, 2000 to March 24, 1999
June 30, 2000 (Inception) to
June 30, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ (1,330)
Adjustment to reconcile net
loss to net cash
used by operating activities
Capitalized expenses - 1,330
Net cash used in operating
activities - -
CASH FLOWS FROM INVESTING
ACTIVITIES - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock - 500
Net cash provided by
financing activities - 500
INCREASE IN CASH AND CASH
EQUIVALENTS - 500
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 500 -
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 500 $ 500
See accompanying notes to financial statement.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Caravan Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve as
a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. At June 30, 2000, the Company had not yet
commenced any formal business operations. The
Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.
B. Use of Estimates
The preparation of the financial statements requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement
109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense
or benefits due to the Company not having any material operations
for the period ending June 30, 2000.
NOTE 2 STOCKHOLDER'S EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares
of preferred stock at $.0001 par value, with such
designations, voting and other rights and preferences
as may be determined from time to time by the Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares
of common stock at $.0001 par value. The Company
issued 5,000,000 shares of its common stock to TPG
Capital Corporation ("TPG") pursuant to Rule 506 for
an aggregate consideration of $500.
C. Additional Paid-In Capital
Additional paid-in capital at June 30, 2000
represents the fair value of the amount of
organization and professional costs incurred by TPG on
behalf of the Company. (See Note 3)
NOTE 3 AGREEMENT
On March 24, 1999, the Company signed an agreement
with TPG, a related entity (See Note 4). The
Agreement calls for TPG to provide the following
services, without reimbursement from the Company,
until the Company enters into a business combination
as described in Note 1A:
1. Preparation and filing of required documents with
the Securities and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and
other costs incurred by the Company.
NOTE 4 RELATED PARTIES
Legal counsel to the Company is a firm owned by a
director of the Company who also owns a controlling
interest in the outstanding stock of TPG. (See Note 3)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has registered its common stock on
a Form 10-SB registration statement filed pursuant to
the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof. The Company files with
the Securities and Exchange Commission periodic and
episodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual
reports Form 10-KSB.
The Company was formed to engage in a merger
with or acquisition of an unidentified foreign or
domestic private company which desires to become a
reporting company whose securities have been
registered under the Exchange Act. The Company may be
deemed to meet the definition of a "blank check"
company contained in Section (7)(b)(3) of the
Securities Act of 1933, as amended.
Management believes that there are perceived
benefits to being a reporting company which may be
attractive to foreign and domestic private companies.
These benefits are commonly thought to include
(1) the ability to use securities to make
acquisition of assets or businesses;
(2) increased visibility in the financial
community;
(3) the facilitation of borrowing from
financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through
options for stock for which there may be a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a
business combination with the Company may include
(1) a company for which a primary purpose of
becoming a reporting company
is the use of its securities for the
acquisition of assets or businesses;
(2) a company which is unable to find an
underwriter of its securities or is
unable to find an underwriter of securities on
terms acceptable to it;
(3) a company which wishes to become a
reporting company with less dilution
of its common stock than would occur normally
upon an underwriting;
(4) a company which believes that it will be
able obtain investment capital on
more favorable terms after it has become a
reporting company;
(5) a foreign company which may wish an
initial entry into the United States
securities market;
(6) a company seeking one or more of the other
benefits believed to attach to a
reporting company.
The Company is authorized to enter into a
definitive agreement with a wide variety of private
businesses without limitation as to their industry or
revenues. It is not possible at this time to predict
with which private company, if any, the Company will
enter into a definitive agreement or what will be the
industry, operating history, revenues, future
prospects or other characteristics of that company.
As of the date hereof, the Company has not
entered into a final agreement for a business combination.
When a business combination is effected, if at all, the
Company will file notice of such transaction with the
Securities and Exchange Commission on Form 8-K. Persons reading
this Form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.
The current shareholders of the Company have
agreed not to sell or otherwise transfer any of their
common stock of the Company except in connection with
a business combination.
The Company does not intend to trade its
securities in the secondary market until completion of
a business combination. It is anticipated that
following such occurrence the Company will take the
steps required to cause its common stock to be
admitted to quotation on the NASD OTC Bulletin Board
or, if it then meets the financial and other
requirements thereof, on the Nasdaq SmallCap Market,
National Market System or regional or national exchange.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the
Company and the Company is unaware of such proceedings
contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-- Certificate of Incorporation filed as an
exhibit to the Company's registration statement on
Form 10-SB filed on February 25, 2000
and is incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's
registration statement on Form 10-SB
filed on February 25, 2000 which is incorporated
herein by reference.
-- Lock up agreement filed as an exhibit to
the Company's registration
statement on Form 10-SB filed on February 25, 2000
which is incorporated herein by reference.
-- Agreement with TPG Capital Corporation filed
as an exhibit to the Company's
registration statement on Form 10-SB
filed on February 25, 2000 which is incorporated
herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Company during the quarter.
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.
CARAVAN ACQUISITION CORPORATION
By: /S/ James M. Cassidy
President
Dated: August 8, 2000