-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsQnynKBq4r1/5NBtXBqLH4G4CsDgUCu2qTGpQ5QtWNaJtk+5G7GPC4VQpXbjX7S ypiui3ALVgEBSUY4oWnzPQ== 0001021432-00-000169.txt : 20001215 0001021432-00-000169.hdr.sgml : 20001215 ACCESSION NUMBER: 0001021432-00-000169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARAVAN ACQUISITION CORP CENTRAL INDEX KEY: 0001107602 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 522218869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29697 FILM NUMBER: 788866 BUSINESS ADDRESS: STREET 1: 1504 R STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20009 BUSINESS PHONE: 2023871782 8-K 1 0001.txt =============================================================================== 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 ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) 1118 Homer Street, Suite 229 Vancouver, British Columbia, Canada V6B 6L5 ---------------------------------------- (Address of principal executive offices) (604) 899-3224 ------------------------------ (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 -------------------------------- (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 EX-1 2 0002.txt ASSET ACQUISITION AGREEMENT between CARAVAN ACQUISITION CORPORATION ("Caravan"), a Delaware corporation, and the undersigned signatories as representatives of E-VACATION PRO.COM, an unincorporated business ("E-Vacation Group"). WHEREAS, E-Vacation Group wishes to transfer certain assets to Caravan in exchange for stock of Caravan in a transaction intended to qualify as a reorganization within the meaning of Section368(a)(1)(C) of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, Caravan and E-Vacation Group adopt this agreement and agree as follows: 1. TRANSFER OF ASSETS. At the Closing (as defined hereinafter), E-Vacation Group shall transfer and deliver to Caravan certain properties and assets listed in Schedule A hereto (the "Assets"). 2. TRANSFER OF CARAVAN SHARES. At the Closing, Caravan shall deliver to E-Vacation Group one or more certificates aggregating 4,700,000 shares of the voting common stock of Caravan, $.0001 par value per share, fully paid and nonassessable, to the persons and in the amounts listed in Schedule B hereto as payment in full for the transfer of the Assets by E-Vacation Group under this Agreement. 3. APPROVAL OF REPRESENTATIVES. This Agreement shall be adopted by the representatives of E-Vacation Group. 4. REPRESENTATIONS AND WARRANTIES OF THE E-VACATION GROUP. E-Vacation Group represents and warrants that: 4.1. TITLE. E-Vacation Group has good and marketable title to the Assets and the Assets are not subject to any mortgage, encumbrance, or lien of any kind except minor encumbrances that do not materially interfere with the use of the Assets in the conduct of business. 4.2. CONTRACTS. E-Vacation Group nor any member thereof is a party to any material contract that would interfere or negate the transfer of the Assets. 4.3. LITIGATION. There is not, to the knowledge of E-Vacation Group, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against E-Vacation Group or against any of its representatives. 4.4. NO VIOLATION. Consummation of the transfer of Assets will not constitute or result in a breach or default under any provision of any indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any of the Assets is subject or by which any representative of E-Vacation Group is bound. 5. REPRESENTATIONS AND WARRANTIES OF CARAVAN. Caravan represents and warrants that: 5.1. CORPORATE ORGANIZATION AND GOOD STANDING. Caravan is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification. 5.2. REPORTING COMPANY. Caravan has filed with the Securities and Exchange Commission a registration statement on Form F-10 which was declared effective pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant to Section12 thereunder. 5.3. REPORTING COMPANY STATUS. Caravan has timely filed and is current on all reports required to be filed by it pursuant to Section12(g) of the Securities Exchange Act of 1934. 5.4. CAPITALIZATION. Caravan's authorized capital stock consists of 100,000,000 shares of Common Stock, $.0001 par value, of which 5,000,000 shares are issued and outstanding, and 20,000,000 shares of non-designated preferred stock of which no shares are outstanding. 5.5. STOCK RIGHTS. There are no stock grants, options, rights, warrants or other rights to purchase or obtain the Caravan common or peferred stock issued or committed to be issued. 5.6. ISSUED STOCK. All the outstanding shares of its common stock were duly authorized and validly issued, fully paid and non-assessable. 5.7. CORPORATE AUTHORITY. Caravan has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement. 5.8. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by Caravan's board of directors. 5.9. SUBSIDIARIES. Caravan has no subsidiaries. 5.10. FINANCIAL STATEMENTS. Caravan's audited balance sheets and the related statements of income and retained earnings, dated as of February 10, 2000 copies of which will have been delivered by Caravan to E-Vacation Group by the Closing Date (the "Caravan Financial Statements"), fairly present the financial condition of Caravan as of the date therein and the results of its operations for the periods then ended in conformity with generally accepted accounting principles consistently applied. 5.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved against in the Caravan Financial Statements, Caravan did not have at that date any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles. 5.12. NO MATERIAL CHANGES. There has been no material adverse change in the business, properties, or financial condition of Caravan since the date of the Caravan Financial Statements. 5.13. LITIGATION. There is not, to the knowledge of Caravan, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Caravan or against any of its officers. 5.14. CONTRACTS. Caravan is not a party to any material contract not in the ordinary course of business that is to be performed in whole or in part at or after the date of this Agreement. 5.15. TITLE. Caravan has good and marketable title to all the real property and good and valid title to all other property included in the Caravan Financial Statements. Except as set out in the balance sheet thereof, the properties of Caravan are not subject to any mortgage, encumbrance, or lien of any kind except minor encumbrances that do not materially interfere with the use of the property in the conduct of the business of Caravan. 5.16. TAX RETURNS. All required tax returns for federal, state, county, municipal, local, foreign and other taxes and assessments, including any and all interest, penalties and additions imposed with respect to such amounts, have been properly prepared and filed by Caravan for all years for which such returns are due unless an extension for filing any such return has been filed. Any and all federal, state, county, municipal, local, foreign and other taxes and assessments including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for. The provisions for federal and state taxes reflected in Caravan Financial Statements are adequate to cover any such taxes that may be assessed against Caravan in respect of its business and its operations during the periods covered by Caravan Financial Statements and all prior periods. 5.17. NO VIOLATION. Consummation of the transfer of Assets will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Caravan is subject or by which Caravan is bound. 6. CONDUCT OF E-VACATION PENDING THE CLOSING DATE. E-Vacation Group covenants that between the date of this Agreement and the Closing Date it will use its best efforts to maintain and preserve its Assets and it will not encumber, distribute, misuse or deplete such Assets. 7. CONDUCT OF CARAVAN PENDING THE CLOSING DATE. Caravan covenants that between the date of this Agreement and the Closing Date: 7.1. No change will be made in Caravan's certificate of incorporation or bylaws. 7.2. Caravan will not make any change in its authorized or issued capital stock, declare or pay any dividend or other distribution or issue, encumber, purchase, or otherwise acquire any of its capital stock otherwise than as provided herein. 7.3. Caravan will use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business. 8. CONDITIONS PRECEDENT TO OBLIGATION OF E-VACATION. E-Vacation Group's obligation to consummate this transfer shall be subject to fulfillment on or before the Closing Date of each of the following conditions, unless waived in writing by E-Vacation Group: 8.1. CARAVAN'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Caravan set forth herein shall be true and correct at the Closing Date as though made at and as of that date, except as affected by transactions contemplated hereby. 8.2. CARAVAN'S COVENANTS. Caravan shall have performed all covenants required by this Agreement to be performed by it on or before the Closing Date. 8.3. SUPPORTING DOCUMENTS OF CARAVAN. Caravan shall have delivered to E-Vacation Group supporting documents in form and substance satisfactory to E-Vacation Group, to the effect that: (i) Caravan is a corporation duly organized, validly existing, and in good standing. (ii) Caravan's authorized and issued capital stock is as set forth herein. (iii) The execution and consummation of this Agreement have been duly authorized and approved by Caravan's board of directors. 9. CONDITIONS PRECEDENT TO OBLIGATION OF CARAVAN. Caravan's obligation to consummate this transfer shall be subject to fulfillment on or before the Closing Date of each of the following conditions, unless waived in writing by Caravan: 9.1. E-VACATION'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of E-Vacation Group set forth herein shall be true and correct at the Closing Date as though made at and as of that date, except as affected by transactions contemplated hereby. 9.2. E-VACATION GROUP'S COVENANTS. E-Vacation shall have performed all covenants required by this Agreement to be performed by it on or before the Closing Date. 9.3. SUPPORTING DOCUMENTS OF E-VACATION GROUP. E-Vacation Group shall have delivered to Caravan supporting documents in form and substance satisfactory to Caravan as shall be reasonably requested by Caravan. 10. ACCESS. From the date hereof to the Closing Date, Caravan and E-Vacation Group shall provide each other with such information and permit each other's officers and representatives such access to its properties and books and records as the other may from time to time reasonably request. If the transfer is not consummated, all documents received in connection with this Agreement shall be returned to the party furnishing such documents, and all information so received shall be treated as confidential. 11. CLOSING. 11.1. The transfers and deliveries to be made pursuant to this Agreement (the "Closing") shall be made by and take place at the offices of the Exchange Agent or other location designated by the parties without requiring the meeting of the parties hereof. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. 11.2. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission required by this Agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission or original signature. 11.3. At the Closing, E-Vacation Group shall deliver to the Exchange Agent in satisfactory form, if not already delivered to Caravan: (i) A list of the Assets being exchanged and an itemization of the number of shares of Caravan common stock to be issued; and (ii) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein. 11.4. At the Closing, Caravan shall deliver to the Exchange Agent in satisfactory form, if not already delivered to E-Vacation Group: (i) A list of the shareholders of record of Caravan, including, wherever available, addresses and telephone numbers; (ii) Certificate of the Secretary of State of Delaware as of a recent date as to the good standing of Caravan; (iii) Certified copies of the resolutions of the board of directors of Caravan authorizing the execution of this Agreement and the consummation of the transfer; (iv) The Caravan Financial Statements; (v) Secretary's certificate of incumbency of the officers and directors of Caravan; and (vi) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein. 12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Constituent Corporations set out herein shall survive the Closing Date. 13. ARBITRATION 13.1. SCOPE. The parties hereby agree that any and all claims (except only for requests for injunctive or other equitable relief) whether existing now, in the past or in the future as to which the parties or any affiliates may be adverse parties, and whether arising out of this agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association within the District of Columbia. 13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby irrevocably consent to the jurisdiction of the American Arbitration Association and the situs of the arbitration (and any requests for injunctive or other equitable relief) within the State of Delaware at a time and place chosen by American Arbitration Association. Any award in arbitration may be entered in any domestic or foreign court having jurisdiction over the enforcement of such awards. 13.3. APPLICABLE LAW. The law applicable to the arbitration and this agreement shall be that of the State of Delaware, determined without regard to its provisions which would otherwise apply to a question of conflict of laws. Any dispute as to the applicable law shall be decided by the arbitrator. 13.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard to any matters which are the subject of the arbitration and to compel compliance with such disclosure and discovery order. The arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and minimize the expense of the arbitration. 13.5. RULE OF LAW. Regardless of any practices of arbitration to the contrary, the arbitrator will apply the rules of contract and other law of the jurisdiction whose law applies to the arbitration so that the decision of the arbitrator will be, as much as possible, the same as if the dispute had been determined by a court of competent jurisdiction. 13.6. FINALITY AND FEES. Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to errors of law or the failure of the arbitrator to adhere to the arbitration provisions contained in this agreement. Each party to the arbitration shall pay its own costs and counsel fees except as specifically provided in this agreement. 13.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict themselves to claims for compensatory damages and no claims shall be made by any party or affiliate for lost profits, punitive or multiple damages. 13.8. COVENANT NOT TO SUE. The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party. 13.9. INTENTION. It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, whether in regard to this agreement or any other matter, from whatever cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except for requests for injunctive or equitable relief. This agreement shall be interpreted in conformance with this stated intent of the parties and their affiliates. 13.10. SURVIVAL. The provisions for arbitration contained herein shall survive the termination of this agreement for any reason. 14. GENERAL PROVISIONS. 14.1. FURTHER ASSURANCES. From time to time, each party will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this Agreement. 14.2. WAIVER. Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed. 14.3. BROKERS. Each party agrees to indemnify and hold harmless the other party against any fee, loss, or expense arising out of claims by brokers or finders employed or alleged to have been employed by the indemnifying party. 14.4. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class certified mail, return receipt requested, or recognized commercial courier service, as follows: If to Caravan, to: Caravan Acquisition Corporation 1504 R Street, N.W. Washington, D.C. 20009 If to E-Vacation Group, to E-VacationPro.com 1118 Homer Street Suite 229 Vancouver, British Columbia V6B 6L5 14.5. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. 14.6. ASSIGNMENT. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void. 14.7. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures sent by facsimile transmission shall be deemed to be evidence of the original execution thereof. 14.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent shall be Cassidy & Associates, Washington, D.C. The Closing shall take place upon the fulfillment by each party of all the conditions of Closing required herein, but not later than 15 days following execution of this agreement unless extended by mutual consent of the parties. 14.9. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse assumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement. 14.10. SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by each party by signature or initials thereon. 14.11. EFFECTIVE DATE. This effective date of this Agreement shall be November 28, 2000. SIGNATURE PAGE TO ASSET ACQUISITION AGREEMENT BETWEEN CARAVAN ACQUISITION CORPORATION AND REPRESENTATIVES OF E-VACATION PRO.COM IN WITNESS WHEREOF, the parties have executed this Agreement. CARAVAN ACQUISITION CORPORATION E-VACATION PRO.COM -----END PRIVACY-ENHANCED MESSAGE-----