SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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)
NOTE:
This amendment amends Item 7 of the Current Report on Form 8-K filed on
January 14, 2001.
ITEM 7. FINANCIAL STATEMENTS
The audited financial statements for the
year ended December 31, 2000 are attached hereto.
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: February 13, 2001
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
1 INDEPENDENT AUDITORS' REPORT
2 BALANCE SHEET AS OF DECEMBER 31, 2000
3 STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000
AND FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2000
4 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
PERIOD FROM MARCH 24,
1999 (INCEPTION) TO DECEMBER 31, 2000
5 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000
AND FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2000
6 - 10 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Caravan Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying
balance sheet of Caravan Acquisition
Corporation (a development stage
company) as of December 31, 2000 and
the related statements of
operations, changes in stockholders'
deficiency and cash flows for the
year ended December 31, 2000 and for
the period from March 24, 1999
(inception) to December 31, 2000.
These financial statements are the
responsibility of the Company's
management. Our responsibility is
to express an opinion on these
financial statements based on our
audit.
We conducted our audit in accordance
with auditing standards generally
accepted in the United States.
Those standards require that we plan
and perform the audit to obtain
reasonable assurance about whether
the financial statements are free of
material misstatement. An audit
includes examining, on a test basis,
evidence supporting the amounts and
disclosures in the financial
statements. An audit also includes
assessing the accounting principles
used and significant estimates made
by management, as well as evaluating
the overall financial statement
presentation. We believe that our
audit provides a reasonable basis
for our opinion.
In our opinion, the financial
statements referred to above present
fairly in all material respects, the
financial position of Caravan
Acquisition Corporation (a
development stage company) as of
December 31, 2000, and the results
of its operations and its cash flows
for the year ended December 31, 2000
and for the period from March 24,
1999 (inception) to December 31,
2000 in conformity with accounting
principles generally accepted in the
United States.
The accompanying financial
statements have been prepared
assuming that the Company will
continue as a going concern. As
discussed in Note 8 to the financial
statements, the Company has had a
substantial loss from operations,
and working capital and equity
deficiencies. These matters raise
substantial doubt about the
Company's ability to continue as a
going concern. Management's plans
in regards to these matters is also
described in Note 8. The financial
statements do not include any
adjustments that might result from
the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
February 8, 2001
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2000
ASSETS
CURRENT ASSETS
Cash $ 130
Prepaid expenses 486
______
TOTAL CURRENT ASSETS 616
OTHER ASSETS
INTANGIBLES 470
_____
TOTAL ASSETS $ 1,086
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
LOAN PAYABLE STOCKHOLDER $ 1,488
_____
TOTAL CURRENT LIABILITIES 1,488
STOCKHOLDERS' DEFICIENCY
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 50,535
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (51,437)
______
TOTAL STOCKHOLDERS' DEFICIENCY (402)
______
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 1,086
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
March 24, 1999
For the Year Ended (Inception) to
December 31, 2000 December 31, 2000
INCOME $ -- $ --
EXPENSES
Professional fee 50,000 50,000
Organization expense - 535
Rent 439 439
Website costs 423 423
Licenses 40 40
Total expenses 50,902 51,437
NET LOSS $ (50,902) $ (51,437)
NET LOSS PER COMMON
SHARE AND EQUIVALENTS-
BASIC AND DILUTED $ (0.01) $ (0.01)
WEIGHTED AVERAGE SHARES
OUTSTANDING DURING THE
PERIOD--BASIC AND DILUTED 5,000,000 5,000,000
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION)
TO DECEMBER 31, 2000
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING
ISSUED PAID-IN DEVELOPMENT
Share Amount CAPITAL STAGE TOTAL
Common Stock
Issuance 5,000,000 $ 500 $ - $ - $ 500
Redemption of
common stock (4,700,000) (470) - - (470)
Stock issued
for asset
acquisition 4,700,000 470 - - 470
Fair value of
expense
contributed - - 50,535 - 50,535
Net loss for the
periods ended:
December 31, 1999 - - - (535) (535)
December 31, 2000 - - - (50,902) (50,902)
BALANCE AT
DECEMBER 31, 2000 5,000,000 $500 $50,535 $(51,437) $ (402)
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
March 24, 1999
For the Year Ended (Inception) to
December 31, 2000 December 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (50,902) $ (51,437)
Adjustment to reconcile net loss
to net cash provided by operating
activities
Contributed expenses 50,000 50,535
Increase in prepaid expenses (486) (486)
Increase in loan payable - stockholder 1,488 1,488
Net cash provided by operating activities 100 100
CASH FLOWS FROM INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 500
Funds used to redeem common stock (470) (470)
Net cash provided by (used in)
financing activities (470) 30
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (370) 130
CASH AND CASH EQUIVALENTS--BEGINNING
OF PERIOD 500 -
CASH AND CASH EQUIVALENTS-END OF PERIOD $ 130 $ 130
SUPPLEMENTAL DISCLOSURE OF NON - CASH INVESTING AND FINANCING ACTIVITIES:
During 2000, the Company issued 4,700,000 shares of its common stock
to acquire the intangible assetsof E-vacationnn pro.com having a
fair value of $470.
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000
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
December 31, 2000, the Company had not
yet commenced any formal business
operations, and all activity to
date relates to the Company's
formation, acquisition of assets (See Note
4(B)) and proposed fund raising. The
Company's fiscal year end is
December 31.
The Company's ability to commence
operations is contingent upon its ability to
raise the capital it will
require to implement its business plan
through the issuance of
equity securities, debt securities, bank
borrowings or a combination thereof.
(B) USE OF ESTIMATES
The preparation of the financial
statements in conformity with
generally accepted accounting principles
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.
(E) PER SHARE DATA
Basic and diluted net loss per common share
is computed based on the weighted average
common shares outstanding as defined by
Statement of Financial Accounting
Standards, No. 128, "Earnings Per Share".
Common stock equivalents have not been
included in the computation of diluted loss per
share since the effect would be anti-dilutive.
NOTE 2 LOAN PAYABLE - STOCKHOLDER
The Company has received advances from a
stockholder. The stockholder provided funding
for working capital requirements and
paid start-up expenses incurred by the
Company. The amounts are non-interest
bearing and due on demand.
NOTE 3 COMMITMENTS AND CONTINGENCIES
OPERATING LEASE
The Company leases corporate office space
under an operating lease. This lease has
a remaining term expiring in 2002.
Future minimum lease payments under operating
leases are as follows at December 31, 2000:
2001 $ 11,011
2002 2,313
$ 13,324
Rent expense under operating leases for the
year ended December 31, 2000 and for the
period from March 24, 1999 (inception) to
December 31, 2000 was $439.
NOTE 4 STOCKHOLDERS' DEFICIENCY
(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 originally issued 5,000,000
shares of its common stock to
TPG Capital Corporation ("TPG") pursuant
to Rule 506 for an aggregate
consideration of $500.
On November 30, 2000, the
Company redeemed from TPG
4,700,000 shares of its common
stock for an aggregate
consideration of $470.
On November 30, 2000, the
Company issued 4,700,000 shares
of its common stock to acquire
the intangible assets of
E-vacation pro.com. The
intangible assets acquired
are shown on the balance sheet at
their fair value of $470 and will
be amortized using the straight-line
method over a 5 year period commencing
January 1, 2001.
The Company had subscriptions
receivable for 5,000,000 shares
of its common stock for an
aggregate amount of $500, which
was received in January 2001.
(C) ADDITIONAL PAID-IN CAPITAL
Additional paid-in capital
at December 31, 2000 includes
the fair value of the amount of
organization and professional
costs incurred by TPG on behalf
of the Company (See Note 6)
which amounted to $535. In
addition, paid-in capital
was credited for $50,000 which
represented professional fees that were
paid pursuant to the agreement
discussed in Note 5 by an
individual who owns a company
that is a stockholder ofthe Company.
NOTE 5 AGREEMENT
On October 24, 2000, the business entity,
whose assets were subsequently acquired by the
Company, (See Note 4(b)) signed an agreement with
TPG, a related entity (See Note 6). The agreement
called for TPG to provide, among other things,
professional services relating to Securities
and Exchange Commission filings and other
securities matters.
NOTE 6 RELATED PARTIES
TPG Capital is a stockholder of the Company. Legal
services to the Company are being provided by a firm
whose principal stockholder is the controlling
stockholder TPG Capital.
NOTE 7 INCOME TAXES
Income tax expense (benefit) for the years ended
December 31, 2000 and 1999 is
summarized as follows:
2000 1999
Current:
Federal $ - -
State - -
Deferred:
Federal - -
State - -
Income tax expense
(benefit) $ - $ -
The Company's tax expense differs from the "expected"
tax expense for the years ended December 31, 2000 and
1999 (computed by applying U.S. Federal Corporate tax
rate of 34 percent to income before taxes), as follows:
2000 1999
Computed "expected" tax
expense (benefit) $ (17,307) $ (182)
Effect of net operating
loss carryforwards 17,307 182
$ - $ -
The tax effects of temporary differences that give rise
to significant portions of deferred tax assets at
December 31, 2000 are as follows:
2000 1999
Deferred tax assets:
Net operating loss
carryforwards $ 17,489 $ 182
Total gross deferred
tax assets 17,489 182
Less valuation allowance (17,489) (182)
Net deferred tax asset $ - $ -
At December 31, 2000, the Company had a net operating
loss carryforward of approximately $51,437 for
income tax purposes, available to offset future
taxable income expiring on various dates through 2020.
The valuation allowance at December 31, 1999 was $182.
The net change in the valuation allowance during
the year ended December 31, 2000 was an increase of
$17,307.
NOTE 8 GOING CONCERN
As reflected in the accompanying financial
statements, the Company's current period loss, working
capital deficiency, and stockholders' deficiency of
$50,902, $872, and $402, respectively, raise
substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue
as a going concern is dependent on the Company's
ability to raise additional capital and implement its
business plan. The financial statements do not
include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
The Company intends to raise additional equity capital
through the sale of its common stock (See Note 9)
and is continuing its website development efforts.
Management believes that actions presently taken to
obtain additional funding provide the opportunity for
the Company to continue as a going concern.
NOTE 9 SUBSEQUENT EVENT
PRIVATE PLACEMENT AND OTHER STOCK ISSUANCES
On January 4, 2001 the Company approved a private
placement for 300,000 shares at $.25. As of the date of
this report, subscriptions for 212,500 shares have been
received. Fully paid subscriptions consist of
75,100 shares at $.25 for a total of $18,775.