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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB/A
AMENDMENT NO. 2
GENERAL FORM FOR REGISTRATION OF SECURITIES
of Small Business Issuers Under Section 12(b)
or 12(g) of The Securities Act of 1934
Caribbean Ventures, Inc.
(Name of Small Business Issuer in Its Charter)
Nevada 86-0871787
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11878 N. Saguaro Blvd. #E
Fountain Hills, AZ 85268
(Address of Prinicpal Executive Offices) (Zip Code)
602-837-4969
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
(NONE)
Securities to be registered under Section 12(g) of the Act:
Title of Each Class Name of Each Exchange On Which
to be So Registered Each Class is to be Registered
- ------------------- ------------------------------
Common Stock OTC BB
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EXPLANATORY NOTE:
Unless otherwise indicated or the context otherwise requires, all references
herein to the "Company" are to Caribbean Ventures, Inc., a Nevada corporation.
The Company is filing the Form 10-SB voluntarily.
Information presented within our report contains "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21B
of the Securities Exchange Act of 1934. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, goals, assumptions or future events or performance are
not statements of historical fact and may be "forward looking statements."
Forward looking statements are based on expectations, estimates and projections
at the time the statements are made that involve a number of risks and
uncertainties which could cause actual results or events to differ materially
from those presently anticipated. Forward looking statements in this action may
be identified through the use of words such as "expects", "will," "anticipates,"
"estimates," "believes," or that by statements indicating certain actions "may,"
"could," or "might" occur.
ITEM 1. DESCRIPTION OF BUSINESS.
The Company was originally incorporated under the name, Dom Caribe, Ltd. in the
State of Nevada on April 28th, 1997. The Company was formed to locate and
purchase a piece of property or properties in the Caribbean, (Belize) for
development of a Scuba Dive Resort/Facility. On May 1, 1997, the Company
authorized 3,000,000 shares of its common stock, par value $0.01, to be issued
in consideration for services rendered to the Company.
On July 1st, 1998, the Board of Directors changed the name from Dom Caribe,
Ltd., to Caribbean Ventures, Inc.
In the second quarter of 1997, management located a piece of property, known as
the Sittee River Estates, Ltd., a 12,000+ acre estate in Belize, Central
America, and began negotiating through Mr. John Burks of Regent Real Estate,
Belize City, Belize and Mr. K.C. Dunn, one of the Officers/Directors of Sittee
River Estates.
Even though the Issuer and the seller were unable to mutually agree upon a price
and terms, management continues dialog with the principals. Currently, there are
no agreements or pending transactions under consideration. Management's most
recent discussions in September of 1998, with the Sittee River Estates parties
involved the purchase of a portion of the property for development.
In October of 1998. Mr. Gilbrech traveled to Belize at his own expense to survey
additional opportunities for development in Belize as well as other Caribbean
locations. Currently, there are no agreements or pending transactions under
consideration with other Caribbean locations.
Due to the Company not consummating a transaction at this point, the company
should be considered a shell company, whose purpose is to locate and consummate
a merger or acquisition with a private entity.
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On October 18th, 1998 the initial President/Director Robert E. Nicholson,
resigned because he no longer had an interest in pursuing the Company's business
and subsequently transferred 100% of his shares to the current
President/Director, Donna T. Harper upon her appointment for the consideration
of $1.00. It was agreed that Ms. Harper's expertise in the Real-Estate/Mortgage
business would benefit the Company in its efforts in the Caribbean. Exemption
4(1) "a transaction by any person other than an issuer, underwriter, or dealer",
was relied upon for this private transaction. Mr. Nicholson has no current
involvement and/or affiliation with the Company and is not an issuer,
underwriter, or dealer.
The Company's employees as of May 1st, 1999, consist of two executive officers.
Each executive officer and director devotes only part-time to the affairs of the
Company and serves without compensation. The President of the Company currently
devotes approximately ten hours per month to the affairs of the Company.
Management provides all secretarial and clerical services to the Company.
Management believes such arrangements are currently adequate to accommodate the
limited level of operations at this time.
Other than as set forth, the Company has not been a party to any bankruptcy,
receivership, reorganization, readjustment or similar proceedings. The Company
has virtually no assets, tangible or intangible and did not generate any
revenues from the date of inception through the fiscal year ended April 30th,
1999. The Company had no backlog of orders for goods or services and did not
make any material expenditure for research or development during this same
period.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Management intends to continue to utilize its existing network of business and
personal contacts to identify properties in the target areas of Belize and the
Caribbean. The Company has no plans for the solicitation of potential investors
until such time the Company has acquired a parcel of land that suites it's
business plan.
The Company has oral agreements with (but not limited to) Mr. John Burks of the
Regents Real Estate firm in Belize City, Belize to continue to pursue the
potential purchase of Sittee River Estates, Ltd., and to locate additional
potential Caribbean Ocean frontage property.
The Company reserves the right, at the discretion of management, to consult with
additional Real Estate Agents and/or professional service providers in the
future, and if warranted, management reserves the right to employ/contract said
Real Estate Agents and or professional service providers on an as needed basis.
Management also understands the need for local expertise in all aspects of its
ventures and from time to time may rely on said expertise.
Management may actively negotiate or otherwise consent to the purchase of any
portion of their common stock as a condition to or in connection with a proposed
merger or acquisition transaction. This policy is and understanding among
management. There is no current policy based upon a corporation bylaw, a board
or shareholder resolution or an agreement or understanding among management, nor
is management aware of any circumstances under which such a policy would be
changed or added.
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Although it is not the intent at this time, Management reserves the right to
transfer controlling interest of the company should a potential acquisition of a
property or project warrant such action. In the event of a sale of shares
presently held by officers and/or directors of the Company, whether such sales
constitutes controlling interest, or a portion thereof, the terms of such sale
shall also be afforded to all other shareholders of the Company. Current
management understands that shares in such a transaction will be restricted
shares, however, no merger candidate of this type currently exists.
The Issuer does not have current arrangements, agreements or understandings
between non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of the Company's affairs. Non-management shareholders may at anytime
exercise their voting rights. However, said shareholders do not hold a quorum to
affect the outcome of an election.
The Issuer, at the discretion of management, should it be deemed necessary,
reserves the right to pay a form of consideration in cash, common stock, or a
combination of both. It is understood, Finder's fees range from 2% to 10% of a
transaction amount. The Issuer has no finders Fee Agreement in place at this
time. The Company agreement with Mr. Burk's is a normal Real Estate Agent
Agreement with the agent's commissions paid by seller, should a transaction
occur.
Currently, the Issuer does not have any loan agreements in place. The Issuer's
criteria used to determine weather to make loans will be solely based upon the
beneficial interest of the Issuer and its shareholders, and is to be determined
on a per case basis.
The conduct of the Company's business may require the availability of additional
funds from time to time. The Company may raise the necessary additional funds
through the private placement or other offerings of equity and/or debt
securities. No funds have been committed to the Company, and there can be no
assurance that the necessary additional capital will be raised when needed.
However, the Issuer will not borrow funds and use the proceeds therefrom to make
payments to the Company's promoters, management or their affiliates or
associates. At present, the issuer has no plans to raise additional funds in the
next 12 months. The issuer does not expect any significant purchase or sale of
equipment or other assets, nor significant changes in employees in the near
future.
The Issuer understands that it may incur additional cost/expense relating to the
preparation of certified financial statements as obligated under the Securities
Exchange Act of 1934. Likewise, the owner of a property or project in which the
Issuer wishes to acquire, should take same under consideration along with
appropriate Corporate counsel before entering into negotiations with the issuer.
YEAR 2000 DISCLOSURE
The Company has reviewed the uncertainties associated with Year 2000
consequences as they may apply to its operating results and financial condition,
particularly in it's filings with the Commission. The Company believes there is
no material event or uncertainty that represents a cost or consequence that is
reasonably expected to affect its operations or financial condition, or cause
the reported financial information not to be necessarily indicative of future
operating results or future financial conditions.
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The Company relies solely on systems with strict Year 2000 compliance
regulations in place, such as financial institutions and telecommunication
companies, of which it is reasonable to conclude these institutions are
addressing these compliance issues to the best of their abilities. Furthermore,
any short-term disruption in services provided by these institutions will not
adversely affect the company's operations or financial condition.
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information-using
year 2000 dates is processed. In addition, similar problems may arise in some
systems, which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
ITEM 3. DESCRIPTION OF PROPERTY.
The Issuer presently occupies 100 sq. ft. of office space supplied by the
President, Donna T. Harper, at no cost to the Issuer and is adequate for present
business.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The number and percentage of the shares of Common Stock owned of record and
beneficially by each officer and director of the Issuer and by all officers and
directors of the issuer as a group are as follows:
TITLE OF NAME AND ADDRESS NUMBER OF SHARES OF PERCENTAGE OF
CLASS BENEFICIAL OWNER COMMON STOCK OWNED COMMON STOCK OWNED
----- ---------------- ------------------ ------------------
Common Donna T. Harper 1,327.000 44.23%
7170 E. McDonald Dr.#4
Scottsdale, AZ 85253
Common Earl P. Gilbrech 1,325,000 44.16%
503 E. Belmont
Phoenix, AZ 85068
Common All Officers and Directors as 2,652,000 88.39%
a Group (two (2) individuals)
FOOTNOTE:
Beneficial Owners have no rights to acquire securities from options,
warrants, rights, conversion privileges or similar obligations within the
next 60 days.
Currently the Company has no share agreement regarding shared voting power
over management shares. Each shareholder has "sole investment power and
sole voting power".
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The members of the Board of Directors of the Company serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors. Information as to the
directors and executive officers of the Company is as follows:
NAME AGES POSITION
---- ---- --------
Donna T. Harper 55 President - Director
7170 E. McDonald Dr.#4
Scottsdale, AZ 85253
Earl P. Gilbrech 54 Sec./Treas -- Director
503 E. Belmont
Phoenix, AZ 85068
The principal occupation and business experience during the last five years for
each of the present directors and executive officers of the Issuer are as
follows:
DONNA T. HARPER IS THE PRESIDENT AND DIRECTOR OF THE ISSUER.
From 1994 through 1996, Ms. Harper was an instructor at the Professional
Institute of Real Estate and taught a number of Real Estate classes on a part
time basis.
Also during 1994 to 1996, Ms. Harper worked for Wall Street Mortgage in Phoenix,
Arizona as a senior loan officer and ADOBE Financial Corporation in Fountain
Hills, Arizona as a senior loan officer. In 1996, Ms. Harper founded and owns
51% of National Mortgage Executives, Inc., located in Scottsdale, Arizona, of
which she is the current CEO.
Ms. Harper, since 1990, has also been Real Estate Broker of record for her own
Arizona Real Estate Firm. She is sole-proprietor. The Firm lists and sells both
Commercial and Residential property in the Phoenix area.
EARL P. GILBRECH IS THE SECRETARY/TREASURER AND A DIRECTOR OF THE ISSUER.
Earl P. Gilbrech is currently, or has been, a Director, Officer or Consultant
for over fourteen Central American, Canadian and United States firms. Mr.
Gilbrech's expertise as a consultant is in world wide trade negotiations. Mr.
Gilbrech has over 30 years of domestic and international sales and marketing
experience in the financial services industry as well as the real estate
development industry.
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The following is a list of companies Mr. Gilbrech is currently, or formerly been
a director of during the past five years.
1994 - Present: American International Investors, Ltd., A consulting
company in Hotel-Motel management and marketing
(advertising, travel and promotions). Non-Reporting.
1998 - Present: National Mortgage Executives, Inc. A mortgage brokerage
firm with approximately 5% in commercial and 95% in
residential loans. Non-Reporting.
1997 - Present: Caribbean Casinos, Ltd., A casino consulting company
for groups interested in Caribbean casino ventures.
Non-Reporting.
1997 - 1998: American Liquor & Tobacco, Ltd., A import/export
marketing company. Non-Reporting.
1997 - 1998: Fenton-Gray, Inc. A wholesale phone card company. Mr.
Gilbrech resigned as director in 1998. Non-Reporting.
The officers and directors may be deemed parents and promoters of the Issuer as
those terms are defined by the Securities Act of 1933, as amended. All directors
hold office until the next annual stockholders' meeting or until their death,
resignation, retirement, removal, disqualification, or until their successors
have been elected and qualified. Officers of the Issuer serve a the will of the
Board of Directors.
There are no agreements or understandings for any officer or director of the
Issuer to resign at the request of another person and none of the officers or
directors are acting on behalf of or will act at the direction of any other
person.
The current management, Donna T. Harper-President/Director and Earl P.
Gilbrech-Secretary/Treasurer/Director, are the only persons whose activity will
materially affect the operations of the Company.
ITEM 6. EXECUTIVE COMPENSATION.
Currently, the Issuer has no stock option plans, retirement pension, profit
sharing, insurance or medical reimbursement plans or programs covering its
officers and directors, and does not contemplate implementing any such plans
under which the Company's securities may be issued to management, promoters or
their affiliates or associates. The Issuer is unaware of any circumstances under
which the policy will change. However, Management reserves the right to initiate
such plans or programs at its discretion, and will be solely based upon the
beneficial interest of the Issuer and its shareholders.
The Issuer is not a party to any employment agreements. No advances have been
made or are contemplated to be made by the issuer to any of its officers or
directors. For the fiscal year ended April 30th 1998 and the period through the
date hereof, the issuer paid no compensation or consulting fees to its executive
officers as a group.
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No remuneration has been paid to or is contemplated for officers and directors
except reimbursement for out-of-pocket expenditures for activities on the
Issuer's behalf. None of the officers and directors currently anticipates
devoting more than 10% of his or her time to Issuer activities.
Repayment of the director's out-of-pocket expenditures for activities on the
Issuer's behalf by a potential property or project owner, will not be criteria
for consideration. There will be no finder's fees or other acquisition related
compensation paid to officers, directors, promoters or their affiliates or
associates from revenues or other funds from an owner of an acquisition property
or project, or by the issuance of debt or equity of such an entity. Such a
policy might present conflicts of interest and therefore will not be considered.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There will be no finder's fees or other acquisition related compensation paid to
officers, directors, promoters or their affiliates or associates from revenues
or other funds from an owner of an acquisition property or project, or by the
issuance of debt or equity of such an entity. Such a policy might present
conflicts of interest and therefore will not be considered.
Currently, the understanding among management is there is no present potential
for direct or indirect ownership interest in any possible acquisition property
or project with any business or company in which the Company's promoters,
management or their affiliates or associates have an ownership interest.
Management is unaware of any circumstances under which such understanding would
change.
The Issuer is not presently, nor does it intend to engage in Related Party
Transactions. Under no circumstance is management to contemplate such a
transaction due to conflict of interest issues that may arise.
ITEM 8. DESCRIPTION OF SECURITIES.
The Company had 3,000,000 shares of common stock issued and outstanding as of
December 31,1998. The stock was issued on May 1, 1997, in consideration for
maintaining the entity and services involved in reviewing potential business
opportunities.
The Articles of Incorporation of the Issuer, authorized the issuance of
25,000,000 shares of common stock, $.001 par value with no preferred stock
authorized or issued. The common stock carries no pre-emptive or subscription
rights and is not redeemable. Each share of common stock is entitled to one
vote, however, cumulative voting in the election of directors is denied. The
shares of common stock are entitled to participate equally in dividends and rank
equally upon liquidation. The shares of common stock upon issuance are fully
paid and non-assessable by the Issuer. The Board of Directors may, in its
discretion, issue preferred stock and debt securities with such terms and
conditions as it may decide, without shareholder approval.
Stockholders shall have an opportunity to approve or consent to any particular
stock buy-out transaction, and/or any other matter coming before a meeting of
stockholders as set forth in Article II section 2.7 through 2.10 of the
Corporate Bylaws. See Exhibit (2).
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
Currently there is no established public trading market. As of December 31st
1998, there were (31), thirty-one shareholders, holding 3,000,000 shares of
common stock.
There have been no cash dividends declared to date nor expected in the immediate
future. However, there are no restrictions in place to limit the ability to pay
any dividends, presently there are no securities being offered. Furthermore
there are no outstanding options or warrants to purchase or securities
convertible into common equity of the registrant.
Both of the Officers and Directors, and several non-management shareholders,
representing 2,956,000 shares or 98.5% of the issued and outstanding stock have
executed and delivered "Lock-up" Letter Agreements, affirming that they will not
sell their respective shares of the Company's common stock until such time as
the Company has successfully consummated the acquisition of a property or
project.
The Remaining shareholders hold 44,000 shares or 1.5% of the issued and
outstanding stock which are shares subject to Rule 144.
Shares Eligible for Future Sale Of the issued and outstanding shares, are
subject to resale restrictions and, unless registered under the Securities Act
of 1933 (the "Act") or exempted under another provision of the Act, will be
ineligible for sale in the public market. Sales may be made after two years from
their acquisition in accordance with Rule 144 promulgated under the Act. In
general, Rule 144 permits a person (or persons whose shares are aggregated) who
has beneficially owned shares that were acquired privately (either directly from
the Company or from an Affiliate of the Company) for at least two years, or who
is an Affiliate of the Company, to sell within any three-month period, a number
of such shares that does not exceed the greater of 1% of the then-outstanding
shares of the Company's Common Stock, or the average weekly trading volume in
the Company's common stock during the four calendar weeks immediately preceding
such sale. Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements, and the availability of current public
information about the Company. A person (or persons whose shares are aggregated)
who is not deemed to have been an Affiliate at any time during the 90 days
preceding a sale, and who has beneficially owned shares for at least three
years, is entitled to sell all such shares under Rule 144 without regard to the
volume limitations, current public information requirements, manner of sale
provisions, or notice requirements. Sales of substantial amounts of the Common
Stock of the Company in the public market could affect prevailing market prices
adversely.
It is the obligation of the issuer to ensure that no state laws are violated
through the further sale of its securities. Investors may not be able to resell
their securities in certain states, should state or federal regulators deem the
Issuer a "Blank-Check" Company. Although management believes the proposed
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business activities do not classify it as a "Blank-check" company, the following
state "Blue Sky Laws" are disclosed as they pertain to "Blank-check" companies
for states where current Shareholders reside.
ARIZONA - "Blank Check" companies are generally prevented from registering as
IPO's in Arizona by virtue of the state's "merit review" securities laws,
specifically, ARS Sections 44-1894.A.7, and 44-1921.1 & 3. There is no
comparable, absolute prohibition against resales of such securities in AZ;
however, as a practical matter, they would have to avail themselves of one of
the various exemptions found under 44-1843 & 1844, in order to so. (ARIZONA
STATE SECURITIES DIVISION, PHOENIX, AZ, (602) 542-4242)
CALIFORNIA - "Blank Check" companies are prohibited from any resales of such
securities. (CALIFORNIA DEPARTMENT OF CORPORATIONS, SACRAMENTO, CA, (916)
445-7205)
NEW YORK - There are no State Regulations governing the resale of securities of
"Blank Check" companies. (NEW YORK DEPT. OF LAW, BUREAU OF INVESTOR PROTECTION
AND SECURITIES, NEW YORK, NY (212) 416-8200)
OREGON - "Blank Check" companies are prohibited from private transactions, but
the state of Oregon permits unsolicited transactions though a Broker/Dealer.
(OREGON DEPARTMENT OF CONSUMER & BUSINESS SERVICES, DIVISION OF FINANCE AND
CORPORATE SECURITIES, SALEM, OR, (503) 378-4387)
WASHINGTON - There are no State Regulations governing the resale of securities
of "Blank Check" companies. (WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS
SECURITIES DIVISION, OLYMPIA, WA, (360) 902-8760).
U.S. Securities and Exchange Commission ("SEC") regulations define a "penny
stock" to be any non-NASDAQ equity security that has a market price (as therein
defined) of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction in a penny
stock, unless exempt, the rules require delivery, prior to any transaction in a
penny stock, of a disclosure schedule prepared by the SEC relating to the penny
stock market. Disclosure is also required to be made about commissions payable
to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements are required to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
The foregoing required penny stock restrictions will not apply to the Company's
securities if such securities are eventually included on the NASDAQ SmallCap
Market and have certain price and volume information provided on a current and
continuing basis or meet certain public float minimum net tangible assets and
revenue criteria. There can be no assurance that the Company's securities will
qualify for exemption from these restrictions.
There has been no public trading market for the Company's common stock and there
can be no assurance that a regular trading market for the common stock will
develop or, if developed that it will be sustained. No assurance can be given
that the common stock will be listed in the "Pink Sheets" or on the OTC Bulletin
Board or that it will obtain a listing on the NASDAQ SmallCap Market. The Price
of common stock offered in any public or private offering will be determined by
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the Company and will not bear any relationship to the Company's book value,
assets, past operating results, or financial condition or to any other
established criteria of value. The market price of the common stock will also be
subject to significant fluctuations in response to such factors as, among
others, variations in the affecting the economy generally, analyst reports,
generals trends in the industry, and other political or socio-economic events or
factors. anticipated or actual results of operations of the Company or other
companies in a comparable business, changes in conditions affecting the economy
generally, analyst reports, general trends in the industry, and other political
or socio-economic events or factors.
Since the Company's common stock does not qualify for inclusion in the NASDAQ
SmallCap Market, or maintain a price of $5.00 or more, it is subject to Rule
15g-9 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which imposes additional sales practice requirements on broker-dealers
which sell such securities to persons other than established customers and
"accredited investors" (generally, individuals with net worth in excess of
$1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their
spouses). For transactions covered by this rule, a broker-dealer must make a
special suitability determination for a purchaser and have received the
purchaser's written consent to the transaction prior to sale. Consequently, the
rule may adversely affect the ability of broker-dealers to sell the Company's
securities and may adversely affect the ability of stockholders to sell common
stock in the secondary market.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.
ITEM 3. CHANGES IN, AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company has no changes in, or disagreements with its Accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On May 1, 1997, the Company authorized and issued 2,450,000 shares of its common
stock, par value $0.01, to the two (2) initial officers and directors of the
company, and 550,000 shares of its common stock, par value $0.01 to 31
individuals in consideration for services rendered to the Company. All
shareholders were known personally to the officers and directors. There were no
solicitations made by the Issuer. The Company relied upon the Common Law Section
4(2) of the Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify any Directors, Officer, Employee or Agent of the
Corporation who was or is party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
Officer, employee or agent of the Corporation or is or was serving at the
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request of the Corporation as a Director, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and, in the case of conduct
in his official capacity with the Corporation, in a manner he reasonably
believed to be in the best interest of the Corporation, or, in all other cases,
that his conduct was at least not opposed to the Corporation's best interests.
In the case of any criminal proceeding, he must have had no reasonable cause to
believe his conduct was unlawful, as set forth in Article VIII section 8.1 of
the Corporate Bylaws. (See Exhibit 2).
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PART F/S
CARIBBEAN VENTURES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND APRIL 30, 1998
CONTENTS
PAGE
----
Statement of Changes in Stockholders' Equity 14
13
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CARIBBEAN VENTURES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1998 AND THE PERIOD
APRIL 28, 1997 (DATE OF INCEPTION) TO APRIL 30, 1998
<TABLE>
<CAPTION>
PAID IN
PREFERRED STOCK COMMON STOCK CAPITAL RETAINED
STOCK AMOUNT STOCK AMOUNT AMOUNT EARNINGS TOTAL
--------- ------ --------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Inception April 28, 1997 0 0 0 0 0 0 0
Stock Issuance May 1, 1997 3,000,000 3,000 0 3,000
Retained Earnings (Loss) (2,600) (2,600)
--------- ------ --------- ------ ------- ------ ------
Balance April 30, 1998 0 0 3,000,000 3,000 0 (2,600) 400
Retained Earnings (Loss) (67) (67)
--------- ------ --------- ------ ------- ------ -----
Balance December 31, 1998 0 0 3,000,000 3,000 0 (2,667) 333
========= ====== ========= ====== ======= ====== =====
</TABLE>
The accompanying notes are an integral part of these statements.
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PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 2....... Charter & ByLaws
Incorporated by reference to Form 10-SB filed on
February 19, 1999 File No. 1-14849
Ref: Part I Item 8
Part II Item 5
Exhibit 3....... Instruments defining the Rights of Security Holder
None
Exhibit 5....... Voting Trust Agreements
None
Exhibit 6....... Material Contracts
None
Exhibit 7....... Material Foreign Patents
None
Exhibit 27...... Financial Data Schedule
Incorporated by reference to Amendment No. 1 on Form
10-SB filed on June 18, 1999 File No. 1-14849
15
