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SECURITIES AND EXCHANGE COMMISSIO
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
November 30, 2000
Date of Report
---------------------------------
(Date of Earliest Event Reported)
CARAVAN ACQUISITION CORPORATION
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(Exact Name of Registrant as Specified in
its Charter)
1118 Homer Street, Suite 229
Vancouver, British Columbia, Canada V6B 6L5
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(Address of principal executive offices)
(604) 899-3224
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(Registrant's telephone number)
Delaware 0-29697 52-2218869
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
CARAVAN ACQUISITION CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
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(Former address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On November 30, 2000 the
Registrant issued an aggregate of 4,700,000
shares of its common stock in exchange for
certain assets of E-VacationPro.com, an
unincorporated Canadian business.
Simultaneously, the Registrant redeemed
4,700,000 shares of its outstanding shares
of common stock from its sole shareholder at
a redemption price equal to the par value of
the shares, $.0001 per share. Incident to
those transactions, new directors of the
Registrant were elected and the Board of
Directors accepted the resignation of the
original officer and director of the
Registrant.
The Registrant agreed to the
change in control in light of the new
management's anticipated business
operations. The Registrant had no material
assets or liabilities and in evaluating the
change in control, new management placed a
primary emphasis on the Registrant's status
as a reporting company under Section 12(g)
of the Securities Exchange Act of 1934, as
amended.
The new management of the
Registrant anticipates developing the
Registrant into an Internet travel
information company. It anticipates
developing an information Web site dedicated
to the high-end leisure traveler. The site
will be designed to be not only a source of
comprehensive information but also a
convenient source of related travel
information and Web sites such as car
rentals, tours and hotels. New management
believes that although there currently are
several established travel Web sites few, if
any, of such Web sites are targeted to the
high-end traveler. Management anticipates
developing its operations directly as well
as through possible acquisitions of one or
more existing related companies.
The following table contains
information regarding the shareholdings of
the Registrant's current directors and
executive officers and those persons or
entities who beneficially own more than 5%
of its common stock (giving effect to the
exercise of any warrants held by each such
person or entity which are exercisable
within 60 days of the date of this report):
Number of Shares of Percent of
Name Common Stock Beneficially Common Stock
Owned (1) Owned (2)
Nancy Wells 400,000 8%
President and Director
229-1118 Homer St.
Vancouver, BC V6B 6L5
Canada
Alina Nikolaeva
Secretary and Director 400,000 8%
3101-1068 Hornby St.
Vancouver, BC V6Z 2Y7
Canada
Huitt Tracey 10,000 *
601-475 Howe St.
Vancouver, BC V6C 2B3
Canada
Sierra Venture Capital 490,000 9.8%
Corporation Ltd.
Churchill Building,
Front Street, Grand Turk,
Turk & Caicos Islands
A.L.X. Capital Group Ltd. 490,000 9.8%
Condor House
19 West Street
Nassau, Bahamas
Pacific Holding & 490,000 9.8%
Investments Company
IDB House
East Bay Street
Nassau, Bahamas
Coastal Investments Inc. 490,000 9.8%
Condor House
19 West Street
Nassau, Bahamas
Igor Rybakov 490,000 9.8%
#2403-1255 Bidwell St.
Vancouver, BC V6G 2K8
Canada
Five Seas Securities Ltd. 480,000 9.6%
70 Wulf Road
Nassau, Bahamas
Topace Investment 480,000 9.6%
Capital Limited
Churchill Building
Front Street, Grand Turk
Turk & Caicos Islands
Protek Investors Company Limited 480,000 9.6%
Tropic Isle Building
Wickhams Cay,
Road Town, Torrola,
British Virgin Island
TPG Capital Corporation 300,000 6%
1504 R Street, NW
Washington, DC 20009
All executive officers and 810,000 16.2%
directors of the company as a
group (3 persons)
* Less than 1%
(1) Includes options and warrants which are exercisable within 60 days of
the date of this report.
(2) Based upon 5,000,000 shares outstanding as of the date of this
report.
MANAGEMENT
The following table sets forth
certain information regarding the members of
the Registrant's board of directors and its
executive officers:
Name Age Position
Nancy Wells 35 President, Director
Alina Nikolaeva 33 Secretary/Treasurer and Director
Huitt Tracey 41 Director
The Registrant's directors have been
elected to serve until the next annual
meeting of the stockholders of the
Registrant and until their respective
successors have been elected and qualified
or until death, resignation, removal or
disqualification. The Registrant's
Certificate of Incorporation provides that
the number of directors to serve on the
Board of Directors may be established, from
time to time, by action of the Board of
Directors. Vacancies in the existing Board
are filled by a majority vote of the
remaining directors on the Board. The
Registrant's executive officers are
appointed by and serve at the discretion of
the Board of Directors.
NANCY WELLS has served as
president and a director of the Registrant
since November 30, 2000. From 1995 to 2000,
Ms. Wells served as a private communications
consultant to various companies, including
public companies. Since March, 2000, Ms.
Wells has served as president of Cyan
Capital, Inc., a company specializing in
venture financing and as president of Wells
Media, Inc., a privately-owned company
specializing in communications. In 1988,
Ms. Wells received her Bachelor of Arts
degree from Memorial University of
Newfoundland.
ALINA NIKOLAEVA has served as
secretary/treasurer and a director of the
Registrant since November 30, 2000. From
1995 to 2000, Ms. Nikolaeva served as
director of Slavko Enterprises, Inc. From
September 1998 to September 2000, Ms.
Nikolaeva served as a director of
Absolutefuture.com, Inc., a company
specializing in ecommerce applications,
whose stock is quoted on the NASD OTC
Bulletin Board. In 1990, Ms. Nikolaeva
received her degree in chemical engineering
from the Academy of Chemical Technology of
Russia. Ms. Nikolaeva is currently a
candidate for her Juris Doctor degree from
the University of British Columbia.
HUITT TRACEY has served as a
director of the Registrant since November
30, 2000. Since January, 1999, Mr. Tracey
has been a self-employed private investor.
From 1997 to December, 1998, Mr. Tracey
managed investor relations for Neary
Resources Corporation, Vancouver, British
Columbia. From 1988 to 1997, Mr. Tracey
served as an accountant executive with
Haywood Securities, Inc., Vancouver, British
Columbia.
PROPERTY
The Registrant leases office space
for its headquarters at 1118 Homer Street,
Suite 229, Vancouver, British Columbia. Its
telephone number is 604/ 899-3224.
LITIGATION
There is no current litigation
in which the Registrant is involved.
DESCRIPTION OF SECURITIES
The Registrant's Certificate of
Incorporation, by-laws and corporate
governance are subject to the provisions of
the Delaware General Corporation Law, as
amended and interpreted from time to time.
COMMON STOCK
The Registrant is authorized to
issue 100,000,000 shares of common stock,
$.0001 par value per share, of which
5,000,000 shares were outstanding as of the
date of this report.
Holders of shares of common
stock are entitled to one vote for each
share on all matters to be voted on by the
stockholders. Holders of common stock do
not have cumulative voting rights. Holders
of common stock are entitled to share
ratably in dividends, if any, as may be
declared from time to time by the Board of
Directors in its discretion from funds
legally available therefor. In the event of
a liquidation, dissolution or winding up of
the Registrant, the holders of common stock
are entitled to share pro rata all assets
remaining after payment in full of all
liabilities.
Holders of common stock have no
preemptive rights to purchase the
Registrant's common stock. There are no
conversion or redemption rights or sinking
fund provisions with respect to the common
stock.
PREFERRED STOCK
The Registrant is authorized to
issue 20,000,000 shares of preferred stock,
$.0001 par value per share. As of the date
of this report, there were no shares of
preferred stock outstanding. The Board of
Directors is authorized to provide for the
issuance of shares of preferred stock in
series and, by filing a certificate pursuant
to the applicable law of the State of
Delaware, to establish from time to time the
number of shares to be included in each such
series, and to fix the designation, powers,
preferences and rights of the shares of each
such series and the qualifications,
limitations or restrictions thereof without
any further vote or action by the
shareholders. Any shares of preferred stock
so issued would have priority over the
common stock with respect to dividend or
liquidation rights. Any future issuance of
preferred stock may have the effect of
delaying, deferring or preventing a change
in control of the Registrant without
further action by the shareholders and may
adversely affect the voting and other rights
of the holders of common stock. At present,
the Registrant has no plans to issue any
preferred stock nor adopt any series,
preferences or other classification of
preferred stock.
MARKET FOR THE REGISTRANT'S SECURITIES
There is currently no trading
market for the Registrant's securities. The
Registrant intends to file a registration
statement on Form SB-2, or such other form
as may be appropriate, to register certain
of the securities held by its shareholders
and such other securities as it may deem
advisable.
After effectiveness of the
registration statement, the Registrant
intends to apply for quotation of its
securities on the NASD OTC Bulletin Board.
The over-the-counter market ("OTC") differs
from national and regional stock exchanges
in that it (1) is not cited in a single
location but operates through communication
of bids, offers and confirmations between
broker-dealers and (2) securities admitted
to quotation are offered by one or more
broker-dealers rather than the "specialist"
common to stock exchanges. When qualified,
if ever (of which there can be no
assurance), the Registrant intends to apply
for quotation of its securities on the
Nasdaq SmallCap Market.
In order to qualify for
quotation on the NASD OTC Bulletin Board, an
equity security must have one registered
broker-dealer, known as the market maker,
willing to list bid or sale quotations and
to sponsor such a Company listing. If it
meets the qualifications for trading
securities on the NASD OTC Bulletin Board
the Registrant's securities will trade on
the NASD OTC Bulletin Board until such
future time, if at all, that it applies and
qualifies for admission for listing on the
Nasdaq SmallCap Market. The Registrant's
securities may never qualify for trading on
the NASD OTC Bulletin Board or listing on
the NASD SmallCap Market.
In order to qualify for
admission for listing on the Nasdaq SmallCap
Market, an equity security must, in relevant
summary, (1) be registered under the
Securities Exchange Act of 1934; (2) have at
least three registered and active market
makers, one of which may be a market maker
entering a stabilizing bid; (3) for initial
inclusion, be issued by a company with
$4,000,000 in net tangible assets, or
$50,000,000 in market capitalization, or
$750,000 in net income in two of the last
three years (if operating history is less
than one year then market capitalization
must be at least $50,000,000); (4) have a
public float of at least 1,000,000 shares
with a value of at least $5,000,000; (5)
have a minimum bid price of $5.00 per share;
and (6) have at least 300 beneficial
shareholders.
If the Registrant's securities
are not quoted on the NASD OTC Bulletin
Board or other trading market, a
securityholder will find it difficult to
dispose of, or to obtain accurate quotations
as to the market value of, its securities.
RISK FACTORS
THE REGISTRANT HAS NO OPERATIONS AND NO ASSETS
The Registrant is a development
stage company and currently has no material
assets or operations. The Registrant will
need to raise capital through the
development of operations, the sale of its
securities or from debt or equity financing.
If the Registrant is not able to raise such
financing or obtain alternative sources of
funding, it will not be able to commence or
develop its business plan.
NO OPERATING HISTORY ON WHICH TO MAKE AN
INVESTMENT DECISION
The Registrant has no operating
history upon which an investor may evaluate
making an investment decision. Such lack of
operating history makes future anticipated
operations uncertain and present a high
degree of risk to any potential investor.
THERE IS NO CURRENT TRADING MARKET FOR THE
REGISTRANT'S SECURITIES
There is currently no established
public trading market for the Registrant's
securities. The Registrant can give no
assurance that a trading market in its
securities will develop or, if developed,
that it will be sustained. The Registrant
intends to apply for admission to quotation
of its securities on the NASD OTC Bulletin
Board and, if and when qualified, intends to
apply for admission to quotation on the
Nasdaq SmallCap Market. If for any reason
the Registrant's common stock is not listed
on the NASD OTC Bulletin Board or a public
trading market does not otherwise develop,
shareholders may have difficulty selling
their common stock should they desire to do
so. Various factors, such as operating
results, changes in laws, rules or
regulations, general market fluctuations,
changes in financial estimates by securities
analysts and other factors may have a
significant impact on the market price of
the Registrant's securities.
DEPENDENCE ON KEY PERSONNEL
The Registrant's success in
achieving its growth objectives is dependant
to a substantial extent upon the continuing
efforts and abilities of certain key
management personnel. The Registrant does
not have employment agreements with any of
its executive officers. The loss of the
services of any of the executive officers
may have a material adverse effect on its
business, financial condition, results of
operations and liquidity.
SHARES AVAILABLE FOR FUTURE SALE MAY AFFECT
THE LIQUIDITY OF THE REGISTRANT'S COMMON
STOCK
If a market is developed for
the securities of the Registrant, the market
price could drop, assuming a trading market
for its shares is established, if
substantial amounts of shares are sold in
the public market or if the market perceives
that such sales could occur. A drop in the
market price could adversely affect holders
of the stock and could also harm the
Registrant's ability to raise additional
capital by selling equity securities.
ADDITIONAL SHARES ENTERING THE MARKET, IF
ONE SHOULD DEVELOP, PURSUANT TO RULE 144
WITHOUT ADDITIONAL CAPITAL CONTRIBUTION
The outstanding restricted
shares of the Registrant may become eligible
for sale in the public market pursuant to
Rule 144 without additional capital
contribution to the Registrant. The
addition of such shares to the shares
already available to the public market may
reduce the then current market price of the
Registrant's shares without any increase to
the Registrant's capital which may result in
a reduction in the value of the outstanding
shares.
THE APPLICATION OF THE "PENNY STOCK
REGULATION" COULD ADVERSELY AFFECT THE
MARKET PRICE OF THE REGISTRANT'S COMMON STOCK
Upon commencement of trading in
the Registrant's common stock, if such
occurs (of which there can be no assurance)
the Registrant's common stock may be deemed
a penny stock. Penny stocks generally are
equity securities with a price of less than
$5.00 per share other than securities
registered on certain national securities
exchanges or quoted on the Nasdaq Stock
Market, provided that current price and
volume information with respect to
transactions in such securities is provided
by the exchange or system. The Registrant's
securities may be subject to "penny stock
rules" that impose additional sales practice
requirements on broker-dealers who sell such
securities to persons other than established
customers and accredited investors
(generally those 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, the broker-dealer must make a special
suitability determination for the purchase
of such securities and 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 "penny
stock rules" require the delivery, prior to
the transaction, of a disclosure schedule
prescribed by the Commission relating to the
penny stock market. The broker-dealer also
must disclose the commissions payable to
both the broker-dealer and the registered
representative and current quotations for
the securities. Finally, monthly statements
must be sent disclosing recent price
information on the limited market in penny
stocks. Consequently, the "penny stock
rules" may restrict the ability of
broker-dealers to sell the Registrant's
securities and may have the effect of
reducing the level of trading activity of
the Registrant's common stock in the
secondary market. The foregoing required
penny stock restrictions will not apply to
the Registrant's securities if such
securities maintain a market price of $5.00
or greater. There can be no assurance that
the price of the Registrant's common stock
will reach or maintain such a level.
FUTURE AUTHORIZATION OF THE REGISTRANT'S
PREFERRED STOCK MAY HAVE AN ADVERSE EFFECT
ON THE RIGHTS OF HOLDERS OF THE COMMON
STOCK.
The Registrant may, without
further action or vote by its shareholders,
designate and issue additional shares of its
preferred stock. The terms of any series of
preferred stock, which may include priority
claims to assets and dividends and special
voting rights, could adversely affect the
rights of holders of the common stock and
thereby reduce the value of the Registrant's
common stock. The designation and issuance
of preferred stock favorable to current
management or shareholders could make a
possible takeover of the Registrant or the
removal of its management more difficult and
discharge hostile bids for control of the
Registrant which bids might have provided
shareholders with premiums for their shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
On November 30, 2000, the sole
officer and director of the Registrant
resigned incident to the change in control.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
10.1 Asset Acquisition Agreement
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the
Registrant has duly caused this Current
Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARAVAN ACQUISITION CORPORATION
/s/ Nancy Wells
President
Date: December 12, 2000