SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 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 52-2218869
(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 September 30, 2000
Common Stock, par value $0.0001 5,000,000
NOTE
This amended Form 10-QSB replaces in its totality the Form 10-QSB
earlier filed for the period ending September 30, 2000.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARAVAN ACQUISITION CORPORATION
(A Development Stage Company)
As of September 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 535
Deficit accumulated during development stage (535)
Total Stockholder's Equity
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 March 24, 1999
to (Inception)
September 30, 2000 September 30, 2000
Income $ -- $ -
Expenses
Organization expense - 535
Total expenses - 535
NET LOSS $ - $ (535)
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 September 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 - - 535 - 535
Net loss for
the periods ended:
December 31, 1999 - - - (535) (535)
September 30, 2000 - - - - -
BALANCE AT
September 30,
2000 5,000,000 $ 500 $ 535 $(535) $(535)
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
September 30, 2000 (Inception) to
September 30, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ (535)
Adjustment to reconcile net
loss to net cash
used by operating activities
Capitalized expenses - 535
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 September 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 September 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. At inception, 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 September 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)
NOTE 5 SUBSEQUENT EVENTS
On November 28, 2000 representatives
of E-VacationPro.com entered into a reorganization agreement with
Caravan Acquisition Corporation which was effected on November 30,
2000, with the exchange of certain assets of E-Vacation Pro.com for
4,700,000 shares of common stock of the Company. On December 14,
2000, the Company filed a Form 8-K noticing such exchange and other
related matters.
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.
On November 28, 2000, representatives of
E-VacationPro.com entered into a reorganization agreement with
Caravan Acquisition Corporation which was effected on November 30,
2000, with the exchange of certain assets of E-Vacation Pro.com for
4,700,000 shares of common stock of the Company. On December 14,
2000, the Company filed a Form 8-K noticing such exchange and other
related matters. Persons reading this Form 10-QSB are advised to
read the Form 8-K describing the transaction.
The Company intends to 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 which 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. On December 14, 2000, the Company filed a Form 8-K
noticing the acquisition of certain assets and other matters.
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/ Nancy Wells
president
Dated: February 6, 2001