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
September 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.)
290 7th Avenue West
Vancouver, British Columbia, Canada V5Y 1M1
(Address of principal executive offices (zip code))
604/763-4200
(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, 2001
Common Stock, par value $0.0001 10,212,500
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2001
CONTENTS
--------
PAGE 2 BALANCE SHEET AS OF SEPTEMBER 30, 2001 (UNAUDITED) AND DECEMBER
31, 2000
PAGE 3 STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO SEPTEMBER 30, 2001(UNAUDITED)
PAGE 4 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER
30, 2001 AND 2000 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO SEPTEMBER 30, 2001 (UNAUDITED)
PAGE 5 NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
----------------------------------------------
SEPTEMBER 30 DECEMBER 31,
2001 2000
(UNAUDITED)
ASSETS
--------
CURRENT ASSETS
Cash $ 99 $ 130
Prepaid expenses -- 486
--------- ---------
Total Current Assets 99 616
--------- ---------
OTHER ASSETS
Intangibles - net 400 470
Deposits 664 --
--------- ---------
Total Other Assets 1,064 470
--------- ---------
TOTAL ASSETS $ 1,163 $ 1,086
- ------------ =========== =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
-------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 7,280 $ --
Loan - stockholder -- 1,488
--------- ---------
Total Current Liabilities 7,280 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, 10,212,500
and 5,000,000 shares issued and outstanding, respectively 1,021 500
Additional paid-in capital 103,139 50,535
Deficit accumulated during development stage (92,052) (51,437)
Less: Subscriptions receivable (18,225) --
--------- ---------
TOTAL STOCKHOLDERS' DEFICIENCY (6,117) (402)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,163 $ 1,086
- ---------------------------------------------- ========= ==========
See accompanying notes to financial statements
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
MARCH 24,
1999
(INCEPTION) TO
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30,
SEPTEMBER 30, SEPTEMBER 30,
2001 2000 2001 2000 2001
----- ----- ----- ---- ------
REVENUES $ -- $ -- $ -- $ -- $ --
------------ ----------- ------------- ------- ----------
OPERATING EXPENSES
Amortization 24 -- 70 -- 70
Bank Charges 67 -- 96 -- 96
Professional Fees 2,172 -- 18,057 -- 68,057
Organization Expense -- -- -- -- 535
Rent 1,840 -- 7,729 -- 8,168
Website Costs -- -- 645 -- 1,068
Licenses -- -- 1,101 -- 1,141
Office 15 -- 15 -- 15
Telephone (6) -- 595 -- 595
Transfer agent fees 462 -- 1,207 -- 1,207
Consulting Fees 1,500 -- 11,100 -- 11,100
------------ ----------- ------------- ------- ----------
TOTAL OPERATING EXPENSES 6,074 -- 40,615 -- 92,052
------------ ----------- ------------- ------- ----------
NET LOSS $(6,074) $ -- $ (40,615) $ -- $(92,052)
============ =========== ============== ======= ==========
NET LOSS PER COMMON SHARE-
BASIC AND DILUTED $ (.001) $ -- $ (.004) $ -- $ (.023)
============ =========== ============== ======= ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING DURING THE
PERIOD - BASIC AND DILUTED $ 10,212,500 $ -- $ 9,986,905 $ -- $3,577,886
============ =========== ============== ======= ==========
See accompanying notes to financial statements
CARAVAN ACQUISITION CORPORATION
(A DEVELOP STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
MARCH 24,
1999
(INCEPTION) TO
NINE MONTHS ENDED SEPTEMBER 30,
SEPTEMBER 30,
2001 2000 2001
------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(40,615) $ -- $(92,052)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization 70 -- 70
Contributed expenses -- -- 50,535
Changes in operating assets and liabilities:
Increase (decrease) in:
Prepaid expenses 486 -- --
Accounts payable and accrued expenses 7,280 -- 7,280
Loan payable shareholder (1,488) -- --
--------- --------- -----------
Net Cash Used in Operating Activities (34,267) -- (34,167)
--------- --------- -----------
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 (DECREASE ) IN CASH (31) -- 99
CASH - BEGINNING OF PERIOD 130 500 --
--------- --------- ---------
CASH - END OF PERIOD $ 99 $ 500 $ 99
========= ========= =========
See accompanying notes to financial statements
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AS OF SEPTEMBER 30, 2001
- ----------------------------
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 nine months ended September 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 $7,181, stockholders' deficiency of $6,117,
cumulative net losses from operations of $92,052 and cash used in operations of
$34,267. 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 might be
necessary if the Company is unable to continue as a going concern.
ITEM 2. PLAN OF OPERATIONS
(i) 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.
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 nine months ended September 30, 2001, the Company incurred total
operating expenses of $40,615. Included in this total were: professional fees
$18,057, rent $7,729; and consulting fees $11,100.
PART 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES
During the nine months ended September 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
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
Dated: November 19, 2001