SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
(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, 2001
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 000-29697
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.)
1118 Homer Street, Suite 229
Vancouver, British Columbia, Canada V6B 6L5
(Address of principal executive offices (zip code))
604/899-3224
(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 Common Stock, Outstanding at June 30, 2001
par value $0.0001 5,212,500
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF JUNE 30, 2001
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
--------
PAGE 1 INDEPENDENT ACCOUNTANTS' REPORT
PAGE 2 BALANCE SHEET AS OF JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
PAGE 3 STATEMENTS OF OPERATIONS FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2001 AND 2000 AND FOR THE PERIOD FROM
MARCH 24, 1999 (INCEPTION) TO JUNE 30, 2001(UNAUDITED)
PAGE 4 STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 2001 AND 2000 AND FOR THE PERIOD FROM
MARCH 24, 1999 (INCEPTION) TO JUNE 30, 2001 (UNAUDITED)
PAGE 5 NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30,
2001
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
To the Board of Directors of:
Caravan Acquisition Corporation
(A Development Stage Company)
We have reviewed the accompanying balance sheet of Caravan Acquisition
Corporation (a development stage company) as of June 30, 2001 and the statements
of operations and cash flows for the period ended June 30, 2001 and for the
period March 24, 1999 (inception) to June 30, 2001. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's working capital deficiency of $1,131,
stockholders' deficiency of $43, cumulative net losses from operations of
$85,978 and cash used in operations of $32,700 raise substantial doubt about its
ability to continue as a going concern. Management's plan in regards to these
matters is also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
August 21, 2001
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CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
-----------------------------------------
JUNE 30 DECEMBER 31,
2001 2000
(Unaudited)
----------- -----------
ASSETS
------
CURRENT ASSETS
Cash $ 1,666 $ 130
Prepaid expenses 920 486
--------- ---------
Total Current Assets 2,586 616
--------- ---------
OTHER ASSETS OTHER ASSETS
Intangibles - net 424 470
Deposits 664 --
--------- ---------
Total Other Assets 1,088 470
--------- ---------
TOTAL ASSETS $ 3,674 $ 1,086
- ------------ ========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,717 $ --
Loan - stockholder -- 1,488
--------- ---------
Total Current Liabilities 3,717 1,488
--------- ---------
STOCKHOLDERS' DEFICIENCY
Preferred stock $0.001 par value, 20,000,000 shares authorized, none issued
and outstanding. -- --
Common stock, $0.001 par value, 100,000,000 shares authorized, 5,212,500
and 5,000,000 shares issued and outstanding, respectively 521 500
Additional paid-in capital 103,639 50,535
Deficit accumulated during development stage (85,978) (51,437)
Less: Subscriptions receivable (18,225)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIENCY (43) (402)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ 3,674 $ 1,086
- ------------------------------------------- ========= =========
See accompanying notes to financial statements.
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CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
MARCH 24,
1999
(INCEPTION) TO
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, JUNE 30,
2001 2000 2001 2000 2001
---------- ------------- ---------- --------------- -----------
REVENUES $ -- $ -- $ -- $ -- $ --
---------- ------------- ---------- --------------- -----------
OPERATING EXPENSES
Amortization $ 23 $ -- $ 46 $ -- $ 46
Bank Charges 19 -- 29 -- 29
Professional Fees 7,086 -- 15,885 -- 65,885
Organization Expense -- -- -- -- 535
Rent 2,760 -- 5,889 -- 6,328
Website Costs 345 -- 645 -- 1,068
Licenses 1,001 -- 1,101 -- 1,141
Telephone 309 -- 601 -- 601
Transfer agent fees 745 -- 745 -- 745
Consulting Fees 4,800 -- 9,600 -- 9,600
---------- ------------- ---------- --------------- -----------
TOTAL OPERATING EXPENSES 17,088 -- 34,541 -- 85,978
---------- ------------- ---------- --------------- -----------
NET LOSS $ (17,088) $ -- $ (34,541) $ -- $ (85,978)
========== ============= ========== =============== ===========
NET LOSS PER COMMON SHARE
BASIC AND DILUTED $ -- $ -- $ (0.01) $ -- $ (0.02)
========== ============= ========== =============== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING DURING THE
PERIOD - BASIC AND DILUTED $5,212,500 $ -- $5,152,104 $ -- $5,054,409
========== ============= ========== =============== ============
See accompanying notes to financial statements.
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CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
MARCH 24,
1999
(INCEPTION) TO
SIX MONTHS ENDED JUNE 30, JUNE 30,
2001 2000 2001
------------ -------------- -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (34,541) $ -- $ (85,978)
Adjustment to reconcile net loss to
net cash used in operating activities:
Amortization 46 -- 46
Contributed expenses -- 50,535
Changes in operating assets and
liabilities:
Increase (decrease) in:
Prepaid expenses (434) -- (920)
Accounts payable and accrued expenses 3,717 -- 3,717
Loan payable shareholder (1,488) -- --
------------ -------------- -------------
Net Cash Used in Operating Activities (32,700) -- (32,600)
------------ -------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Deposits (664) -- (664)
Net Cash Used in Investing Activities (664) -- (664)
------------ -------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from stock issuance 34,900 -- 35,400
Funds used to redeem common stock -- -- (470)
------------ -------------- -------------
Net Cash Provided by Financing
Activities 34,900 -- 34,930
------------ -------------- -------------
NET INCREASE IN CASH 1,536 -- 1,666
CASH - BEGINNING OF PERIOD 130 500 --
------------ -------------- -------------
CASH - END OF PERIOD $1,666 $ 500 $1,666
============ ============= ==============
See accompanying notes to financial statements.
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CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
------------------------------
NOTE 1 - BASIS OF PRESENTATION
- -----------------------------------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and the rules and
regulations of the Securities and Exchange Commission for interim financial
information. Accordingly, they do not include all the information necessary for
a comprehensive presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
For further information, refer to the financial statements and footnotes for the
year ended December 31, 2000 included in the Company's form 10 KSB filed April
2, 2001.
NOTE 2 - STOCKHOLDERS' DEFICIENCY
- -------------------------------------
During the three months ended June 30, 2001, the Company received $500
for subscriptions receivable.
NOTE 3 - GOING CONCERN
- --------------------------
As reflected in the accompanying financial statements, the Company's has a
working capital deficiency of $1,131, stockholders' deficiency of $43,
cumulative net losses from operations of $85,978 and cash used in operations of
$32,700. The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional funds and implement its business
plan. The financial statements do not include any adjustments that mught be
necessary if the Company is unable to continue as a going concern.
ITEM 2. PLAN OF OPERATIONS
The Company was incorporated on March 24, 1999 as a Delaware corporation and
has registered its common stock on a Form 10-SB registration statement
pursuant to the Securities Exchange Act of 1934 and Rule 12(g) thereof. On
November 30, 2000, the Company redeemed 4,700,000 shares of its then outstanding
common stock and issued 4,700,000 shares in exchange for assets of
eVacationPro.com, an unincorporated Canadian business. New management
anticipated developing the Company into an Internet travel information company
targeted to the high-end leisure traveler.
On March 28, 2001, the Company filed a registration statement on Form SB-2 with
the Securities and Exchange Commission to register 2,616,900 shares of its
common stock held by 51 of its securityholders. Due to general economic
conditions involving Internet companies the Company has decided not to pursue
its activities in the Internet travel industry. On May 17, 2001 the Company
filed with the Securities and Exchange Commission a request to withdraw its
registration statement. The Company intends to pursue acquisitions in the United
States in the oil and gas industry with a focus on drilling for natural gas.
The Company has insufficient cash to allow it to operate in future months, and
therefore requires either a loan from its shareholders and/or realization of
share subscriptions receivable of $18,225. In addition, if the Company locates
oil or gas interests which it wishes to acquire, the Company will need to raise
additional funds through the sale of its securities or otherwise. To date the
Company has raised funds through the issuance of shares of its common stock and
shareholder contributions. The funds the Company has raised to date have been
applied towards legal fees, accounting fees, lease payments, phone service
payments and the Company's general day to day operations.
The Company intends in the future 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.
-5-
The Company has not paid dividends on its common stock, and intends to reinvest
its earnings, if any, to support its working capital requirements.
NET LOSS FROM OPERATIONS
- ---------------------------
For the six months ended June 30, 2001, the Company incurred total
operating expenses of $34,541. Included in this total were: professional fees
$15,885, rent $5,889; and consulting fees $9,600.
PART 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES
During the three months ended June 30, 2001, there were no stock
issuances. The Company received $500 for share subscriptions
receivable.
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 8K
(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.
*Previously filed
(b) Reports on Form 8K
None
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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
-----------------
Nancy Wells, President
By:
/s/ Alina Nikolaeva
---------------------
Alina Nikolaeva, Treasurer
Dated: August 21, 2001
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