-----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, VzUBKbALTBJKCDX4993R0vc9QSEml0tDkTAKzvYcu0nKRILxNhhmaNxo6NO8AEN2 haU2Hc3ivI7cI0uVT0v2ig== 0001021432-01-000008.txt : 20010224 0001021432-01-000008.hdr.sgml : 20010224 ACCESSION NUMBER: 0001021432-01-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001130 ITEM INFORMATION: FILED AS OF DATE: 20010216 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/A SEC ACT: SEC FILE NUMBER: 000-29697 FILM NUMBER: 1548923 BUSINESS ADDRESS: STREET 1: 1504 R STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20009 BUSINESS PHONE: 2023871782 8-K/A 1 0001.txt 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 ----------------------------------------------------- (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) 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. -----END PRIVACY-ENHANCED MESSAGE-----