Commission File No. 001-14849
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: April 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ________ to ________
CARIBBEAN VENTURES, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 86-0871787
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11878 E. Saguaro, Suite E
Fountain Hills, Arizona 85268
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (602) 837-4969
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
$.001 Common Stock
(Title of Class)
Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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 [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. [X]
As of April 30, 1999, there were 3,000,000 shares of the Registrant's
Common Stock, $.0001 par value, outstanding.
The aggregate market value of shares of Common Stock held by non-affiliates
of the Registrant is $-0-.
State the Registrant's revenues for the April 30, 1999 fiscal year: $-0-.
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TABLE OF CONTENTS
Page
Item 1. Description of Business ......................................... 4
Item 2. Description of Property ......................................... 15
Item 3. Legal Proceedings ............................................... 16
Item 4. Submission of Matter to Vote of Security Holders ................ 16
Item 5. Market for Common Registrant Equity and Related
Stockholder Matter .............................................. 16
Item 6. Management's Discussion and Analysis or Plan of Operation ....... 18
Item 7. Financial Statements ............................................ 19
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ........................................ 19
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act ............... 19
Item 10. Executive Compensation .......................................... 21
Item 11. Security Ownership of Certain Beneficial Owners and
Management ...................................................... 22
Item 12. Certain Relationships and Related Transactions .................. 23
Item 13. Exhibits and Reports on Form 8-K ................................ 23
Signature ....................................................... 23
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ITEM 1. DESCRIPTION OF BUSINESS.
INTRODUCTION
Caribbean Ventures, Inc. (the "Company") was incorporated on April 28,
1997, under the laws of the State of Nevada. Its original name was Dom Caribe,
Ltd. The Company has been in the developmental stage since inception and, except
for preliminary negotiations to acquire real property in the Caribbeans (Belize)
for a scuba dive resort, has no operations to date. Other than issuing shares to
its original shareholders, the Company never commenced any operational
activities. As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity. The Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose described below. The
proposed business activities described herein may classify the Company as a
"blank check" company.
The Company became a reporting company on a voluntary basis because the
primary attraction of the Company as a merger partner or acquisition vehicle
will be its status as a public company. Any business combination or transaction
will likely result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.
In addition, the Company became a reporting company to enhance investor
protection and to provide information if a trading market commences. On December
11, 1997, the National Association of Securities Dealers, Inc. (NASD) announced
that its Board of Governors had approved a series of proposed changes for the
Over The Counter ("OTC") Bulletin Board and the OTC market. The principal
changes, which was approved by the Securities and Exchange Commission on January
4, 1999 allows only those companies that report their current financial
information to the Securities and Exchange Commission, banking, or insurance
regulators to be quoted on the OTC Bulletin Board.
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
1. Lack of History. The Company has had no operating history nor any revenues
or earnings from operations. The Company has no significant assets or
financial resources. The Company will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation
of a business combination. This may result in the Company incurring a net
operating loss which will increase continuously until the Company can
consummate a business combination with a profitable business opportunity.
There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.
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2. The Company's Proposed Operations is Speculative. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting such
criteria. In the event the Company completes a business combination, of
which there can be no assurance, the success of the Company's operations
may be dependent upon management of the successor firm or venture partner
firm and numerous other factors beyond the Company's control.
3. Scarcity of and Competition for Business Opportunities and Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of
small private and public entities. A large number of established and
well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target
candidates for the Company. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will
also compete in seeking merger or acquisition candidates with numerous
other small public companies.
4. The Company has No Agreement for a Business Combination or Other
Transaction - No Standards for Business Combination. The Company has no
arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding
a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the
Company. There is no assurance the Company will be able to negotiate a
business combination on terms favorable to the Company. The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a
target business opportunity to have achieved, and without which the Company
would not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business combination
with a business opportunity having no significant operating history,
losses, limited or no potential for earnings, limited assets, negative net
worth or other negative characteristics.
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5. Continued Management Control, Limited Time Availability. While seeking a
business combination, management anticipates devoting up to ten hours per
month to the business of the Company. None of the Company's officers has
entered into a written employment agreement with the Company and none is
expected to do so in the foreseeable future. The Company has not obtained
key man life insurance on any of its officers or directors. Notwithstanding
the combined limited experience and time commitment of management, loss of
the services of any of these individuals would adversely affect development
of the Company's business and its likelihood of continuing opera tions.
6. There May Be Conflicts of Interest. Officers and directors of the Company
may in the future participate in business ventures which could be deemed to
compete directly with the Company. Additional conflicts of interest and
non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm
with which the Company transacts business. Management has adopted a policy
that the Company will not seek a merger with, or acquisition of, any entity
in which management serve as officers, directors or partners, or in which
they or their family members own or hold any ownership interest.
7. Reporting Requirements May Delay or Preclude Acquisitions. Sections 13 and
5(d) of the Securities Exchange Act of 1934 (the "1934 Act"), require
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company
acquired, covering one, two, or three years, depending on the relative size
of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by
the Company. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the 1934 Act are applicable.
8. Lack of Market Research or Marketing Organization. The Company has neither
conducted, nor have others made available to it, results of market research
indicating that market demand exists for the transactions contemplated by
the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified
for a merger or acquisition contemplated by the Company, there is no
assurance the Company will be successful in completing any such business
combination.
9. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a
business combination with a business opportunity. Consequently, the
Company's activities may be limited to those engaged in by business
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opportunities which the Company merges with or acquires. The Company's
inability to diversify its activities into a number of areas may subject
the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company's
operations.
10. Regulation. Although the Company will be subject to regulation under the
1934 Act, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities. In the
event the Company engages in business combinations which result in the
Company holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as an
investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any violation
of such Act would subject the Company to material adverse consequences.
11. Probable Change in Control and Management. A business com bination
involving the issuance of the Company's Common Shares will, in all
likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. Any such business combination may
require management of the Company to sell or transfer all or a portion of
the Company's Common Shares held by them, or resign as members of the Board
of Directors of the Company. The resulting change in control of the Company
could result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of their
participation in the future affairs of the Company.
12. Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in
control or management of the Company.
13. Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public
trading market for its shares. A business opportunity may attempt to avoid
what it deems to be adverse consequences of undertaking its own public
offering by seeking a business combination with the Company. Such
consequences may include, but are not limited to, time delays of the
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registration process, significant expenses to be incurred in such an
offering, loss of voting control to public share holders and the inability
or unwillingness to comply with various federal and state laws enacted for
the protection of investors.
14. Taxation. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result
in tax-free treatment to both companies, pursuant to various federal and
state tax provisions. The Company intends to structure any business
combination so as to minimize the federal and state tax consequences to
both the Company and the target entity; however, there can be no assurance
that such business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state
taxes which may have an adverse effect on both parties to the transaction.
15. Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential
business opportunity must provide audited financial statements for review,
for the protection of all parties to the business combination. One or more
attractive business opportunities may choose to forego the possibility of a
business combination with the Company, rather than incur the expenses
associated with preparing audited financial statements.
16. Dilution. Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares held by
the Company's then shareholders.
17. No Trading Market. There is no trading market for the Company's common
stock at present, and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such market does
develop, that it will continue. The Company intends to request a broker-
dealer to make application to the NASD Regulation, Inc. to have the
Company's securities traded on the OTC Bulletin Board or published in print
and electronic media, or either, in the National Quotation Bureau LLC "Pink
Sheet."
18. Required Year 2000 Compliance. A business combination will, in all
likelihood, result in the Company disclosing additional Year 2000 matters.
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous
results by or at the Year 2000. The Year 2000 issue affects virtually all
companies and organizations.
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19. Disclosure by Public Companies Regarding the Year 2000 Issue. The business
combination will require specific Year 2000 disclosures. Management of the
Company believes that any potential business opportunity may require a
disclosure that many companies must undertake major projects to address the
Year 2000 issue. The disclosure of the potential costs and uncertainties
will depend on a number of factors, including its software and hardware and
the nature of its industry. Companies also must coordinate with other
entities with which they electronically interact, both domestically and
globally, including suppliers, customers, creditors, borrowers, and
financial service organizations. If the Company does not successfully
address its Year 2000 issues, the Company may face material adverse
consequences. The Company will be required to review, on an ongoing basis,
whether it needs to disclose anticipated costs, problems and uncertainties
associates with Year 2000 consequences, particularly in their filings with
the Securities and Exchange Commission. The Com pany may have to disclose
this information in the Securities and Exchange Commission filings because
(i) the form or report may require the disclosure, or (ii) in addition to
the information that the Company is specifically required to disclose, the
disclosure rules require disclosure of any additional material information
necessary to make the required disclosure not misleading.
If the Company determines that it should make a Year 2000 disclosure,
applicable rules or regulations must be followed. If the Company has not
made an assessment of its Year 2000 issues or has not determined whether it
has material Year 2000 issues, a disclosure of this known uncertainty is
required. In addition, the Securities and Exchange Commission staff
believes that the determination as to whether the Company's Year 2000
issues should be disclosed should be based on whether the Year 2000 issues
are material to the Company's business, operations, or financial condition,
without regard to related countervailing circumstances (such as Year 2000
remediation programs or contingency plans). If the Year 2000 issues are
determined to be material, without regard to countervailing circumstances,
the nature and potential impact of the Year 2000 issues as well as the
countervailing circumstances will be required. As part of this disclosure,
the following topics will be addressed:
* the Company's general plans to address the Year 2000 issues relating
to its business, its operations (including operating systems) and, if
material, its relationships with customers, suppliers, and other
constituents; and its timetable for carrying out those plans; and
* the total dollar amount that the Company estimates will be spent to
remediate its year 2000 issues, if such amount is expected to be
material to the Company's business, operations or financial condition,
and any material impact these expenditures are expected to have on the
Company's results of operations, liquidity and capital resources.
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PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied with the 1934 Act. The Company will not restrict its search to any
specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
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industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The 1934 Act, specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 1934 Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data which would support the benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. Earl P. Gilbrech, an officer and director of the Company,
has agreed to provide the necessary funds, without interest, for the Company to
comply with the 1934 Act reporting requirements, provided that he is an officer
and director of the Company when the obligation is incurred.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
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Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee by such party will
need to be paid by the prospective merger acquisition candidate, as the Company
has no cash assets with which to pay such obligation. There have been no
contracts or agreements with any outside consultants and none are anticipated in
the future.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other advantages which the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate. Management has agreed among
themselves that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proposed
transaction.
The Company has no plans, proposals, arrangements, or understanding with
respect to the sale or issuance of additional securities prior to the location
of an acquisition or merger candidate.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
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acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
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With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percen tage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 1934 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consumma tion of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the 1934
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.
COMPETITION
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business oppor tunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
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view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities Act
of 1933, as amended, and the 1934 Act, management believes the Company will not
be subject to regulation under the Investment Company Act of 1940 insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
LOCK-UP AGREEMENT
Each of the officers and directors of the Company have executed and
delivered a "lock-up" letter agreement affirming that they shall 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.
EMPLOYEES
The Company has no full time or part-time employees.
None of the officers and directors anticipates devoting more than ten (10%)
percent of his or her time to Company activities. The Company's President and
Secretary have agreed to allocate a portion of said time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting minimal time per month
to the business affairs of the Company and, consequently, conflicts of interest
may arise with respect to the limited time commitment by such officers.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company has no properties and at this time has no agreements to acquire
any properties.
The Company presently occupies 100 square feet of office space supplied by
Donna T. Harper at 11878 East Saguaro, Suite E, Fountain Hills, Arizona 85268.
This space is provided to the Company on a rent free basis, and it is
15
<PAGE>
anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. Management believes that this
arrangement will meet the Company's needs for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
ITEM 4. SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.
There has been no matters submitted to the Company's security holders.
ITEM 5. MARKET FOR COMMON COMPANY EQUITY AND RELATED STOCKHOLDER MATTER.
There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. The Company has requested a broker-dealer to make application to the
NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board Systems or published, in print and electronic media, or either,
in the National Quotation Bureau LLC "Pink Sheets."
(a) Market Price. The Company's Common Stock is not quoted at the present
time.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price 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 involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the trans action, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
16
<PAGE>
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.
For continued listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
(b) Holders.
There are thirty one (31) holders of the Company's Common Stock. On May,
1997, the Company issued 3,000,000 of its Common Shares for cash or in
consideration for services rendered to the Company. All of the issued and
outstanding shares of the Company's Common Stock were issued in accordance with
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933, as amended.
17
<PAGE>
As of the date of this report, all of the issued and outstanding shares of
the Company's Common Stock are eligible for sale under Rule 144 promulgated
under the Securities Act of 1933, as amended, subject to certain limitations
included in said Rule. Except for the officers and directors of the Company, no
shareholder has executed and delivered to the Company a "lock-up" letter
affirming that he or she shall 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.
As of the date of this registration statement, 348,000 shares of the
Company's Common Stock held by non-affiliates are eligible for sale under Rule
144 promulgated under the Securities Act of 1933, as amended, subject to certain
limitations included in said Rule. In general, under Rule 144, a person (or
persons whose shares are aggregated), who has satisfied a one year holding
period, under certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.
(c) Dividends.
The Company has not paid any dividends to date, and has no plans to do so
in the immediate future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has not commenced business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de minimis
costs which may occur.
Earl P. Gilbrech, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended, provided that he is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is assurance that the
Company can identify such a business opportunity and consummate such a business
combination.
18
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
The Financial Statements are set forth as an Exhibit hereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
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 and Director
71770 E. McDonald Drive
Suite #4
Scottsdale, Arizona 85253
Earl P. Gilbrech 54 Secretary, Treasurer
503 E. Belmont and Director
Phoenix, Arizona 85068
The principal occupation and business experience during the last five years for
each of the present directors and executive officers of the Company are as
follows:
DONNA T. HARPER
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, Mr. Harper founded and owns 51% of National Mortgage Executive,
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.
19
<PAGE>
EARL P. GILBRECH
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.
The following is a list of companies Mr. Gilbrech is currently, or formerly
has 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. An 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
Company 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 Company serve at the will of the Board of
Directors.
There are no agreements or understandings for any officer or director of
the Company 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 Company has checked the box provided on the cover page of this Form to
indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.
20
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
None of the Company's officers and/or directors receive any compensation
for their respective services rendered unto the Company, nor have they received
such compensation in the past. They all have agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
the Company has generated revenues from operations after consummation of a
merger or acquisition. As of the date of this report statement, the Company has
no funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.
It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
21
<PAGE>
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth the security and beneficial ownership for
each class of equity securities of the Company beneficially owned by all
directors and officers of the Company.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
- -------------- ---------- ---------- --------
Common Donna T. Harper 1,327,000 44.23%
Apt. #4
7170 E. McDonald Drive
Scottsdale, AZ 85253
Common Earl P. Gilbrech 1,325,000 44.16%
503 E. Belmont
Phoenix, AZ 85068
Common All Officers and 2,652,000 88.39%
Directors as a Group
(two [2] individuals)
The total of the Company's outstanding Common Shares are held by 31
persons.
(b) Security Ownership of Management.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
- -------------- ---------- ---------- --------
Common Donna T. Harper 1,327,000 44.23%
Apt. #4
7170 E. McDonald Drive
Scottsdale, AZ 85253
Common Earl P. Gilbrech 1,325,000 44.16%
503 E. Belmont
Phoenix, AZ 85068
Common All Officers and 2,652,000 88.39%
Directors as a Group
(two [2] individuals)
22
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
Earl P. Gilbrech has agreed to provide the necessary funds, without
interest, for the Company to comply with the 1934 Act provided that he is an
officer and director of the Company when the obligation is incurred. All
advances will be interest-free.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
There are no reports on Form 8-K incorporated herein by reference.
The following documents are filed as part of this report:
(1) Financial Statements filed as part of this report, prepared by Michael
L. Stuck, Certified Public Accountant for the fiscal year ended April
30, 1999 and 1998, with the related consolidated statements of
operations and accumulated deficit, and cash flow for the year then
ended.
(2) Consent of Michael L. Stuck.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the under signed, thereunto duly authorized.
Date: August 26, 1999 CARIBBEAN VENTURES, INC.
By: /s/ Donna T. Harper
-----------------------
Donna T. Harper
President
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Caribbean Ventures, Inc.
Las Vegas, NV
We have audited the accompanying balance sheets of Caribbean Ventures, Inc., a
corporation, as of April 30, 1999 and April 30, 1998 and the related statements
of income, stockholders' equity, and cash flows for the year ended April 30,
1999 and the period April 28, 1997 (date of inception) through April 30, 1998.
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 Generally Accepted Auditing Standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from 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 basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caribbean Ventures, Inc. as of
April 30, 1999 and April 30 1998 and its results of operations, and cash flows
for the year ended April 30, 1999 and the period April 28, 1997 (date of
inception) through April 30, 1998, in conformity with Generally Accepted
Accounting Principles.
Michael L. Stuck
Certified Public Accountant
July 9, 1999
Scottsdale, Arizona
<PAGE>
CARIBBEAN VENTURES, INC.
BALANCE SHEETS
April 30, 1999 and April 30, 1998
ASSETS
April 30, April 30,
1999 1998
------- -------
Current Assets
Cash and Cash Equivalents $ -0- $ -0-
------- -------
Total Current Assets -0- -0-
------- -------
Other Assets
Organization Expense (Net of Amortization) 299 400
------- -------
Total Other Assets 299 400
------- -------
Total Assets $ 299 $ 400
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ -0- $ -0-
------- -------
Total Current Liabilities -0- -0-
------- -------
Stockholder's Equity
Common Stock, authorized 25,000,000 Shares,
3,000,000 shares outstanding par value $.0001 3,000 3,000
Additional Paid in Capital -0- -0-
Retained Earnings (Loss) (2,701) (2,600)
------- -------
Total Stockholders' Equity 299 400
------- -------
Total Liabilities and Stockholder's Equity $ 299 $ 400
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
CARIBBEAN VENTURES, INC.
STATEMENTS OF INCOME
For the year ended April 30, 1999 and the Period
April 28, 1997 (date of inception ) to April 30, 1998
April 28, 1997
Year Ended through
April 30, 1999 April 30, 1998
----------- -----------
Revenue $ -0- $ -0-
Expenses
Outside Services -0- 2,500
Amortization Expense 101 100
----------- -----------
Total Expenses 101 2,600
----------- -----------
Net Income/(Loss) Before Taxes (101) (2,600)
----------- -----------
Income Taxes -0- -0-
----------- -----------
Net Income/(Loss) After Taxes $ (101) $ (2,600)
=========== ===========
Earnings (Loss) per Common Share (-0-) (-0-)
Weighted Average Numbers of Shares Outstanding 3,000,000 3,000,000
The accompanying notes are an integral part of these statements.
<PAGE>
CARIBBEAN VENTURES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Year Ended April 30, 1999 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, 997 -0- -0- 3,000,000 3,000 -0- -0- 3,000
Retained Earnings (Loss) -0- -0- -0- -0- -0- (2,600) (2,600)
--------- --------- --------- --------- --------- --------- ---------
Balance April 30, 1998 -0- -0- 3,000,000 3,000 -0- (2,600) 400
Retained Earnings (Loss) -0- -0- -0- -0- -0- (101) (101)
--------- --------- --------- --------- --------- --------- ---------
Balance April 30, 1999 -0- $ -0- 3,000,000 $ 3,000 $ -0- $ (2,701) $ 299
========= ========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
CARIBBEAN VENTURES, INC.
STATEMENTS OF CASH FLOWS
For the Year Ended April 30, 1999 and the Period
April 28, 1997 (date of inception) to April 30, 1998
April 28, 1997
Year Ended through
April 30, 1999 April 30, 1998
-------- --------
Net Income (Loss) $ (101) $ (2,600)
Adjustments to reconcile net income to net cash
Provided by operating activities:
Services Received for Stock Exchanged -0- 2,500
Amortization Expense 101 100
-------- --------
Cash Provided by Operations -0- -0-
-------- --------
Cash Used in Investing Activities
Organization Costs -0- (500)
-------- --------
-0- (500)
-------- --------
Cash Provided by Financing Activities -0- 500
Issuance of Capital Stock -0- 500
-------- --------
Net Change in Cash -0- -0-
Beginning Balance -0- -0-
-------- --------
Ending Cash Balance $ -0- $ -0-
======== ========
See note 8 regarding non-cash transactions.
The accompanying notes are an integral part of these statements.
<PAGE>
CARIBBEAN VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1999 and April 30 1998
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF OPERATIONS - Caribbean Ventures, Inc. was incorporated in
the State of Nevada on April 28, 1997 and is authorized to do business in
the United States. The Company has no revenue from operations during the
period covered by this financial statement.
METHOD OF ACCOUNTING - These financial statements are prepared on the
accrual basis of accounting in accordance with generally accepted
accounting principles. Consequently, revenues are recognized when earned
and expenses are recognized when the obligation is actually incurred.
INCOME TAXES AND CASH FLOWS - The Company accounts for income taxes and the
statement of cash flows in accordance with Financial Accounting Standards
Board Statement No. 109 and No. 95
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include all highly
liquid investments with a maturity of three months or less when purchased.
NOTE 2. CASH
The Company has no bank accounts at this time.
NOTE 3 - ORGANIZATION COSTS
The Company incurred organization costs in the amount of $500 in April, 1997.
These costs are being amortized on a straight-line basis over a five year
period.
NOTE 4 - EARNINGS PER SHARE
Earnings per share has been computed by dividing net income/(loss) by the
weighted average number of common shares outstanding for the period. There are
no items which are deemed to be common stock equivalents during the audit
period.
NOTE 5 - COMMON STOCK
The Company had 3,000,000 shares of common stock, par value $0.001, issued and
outstanding as of April 30, 1998. The stock was issued for maintaining the
entity and reviewing potential business opportunities.
As of April 30, 1999, the Company had 3,000,000 shares of common stock, par
value $0.001, issued and outstanding.
<PAGE>
CARIBBEAN VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1999 and April 30 1998
(continued)
NOTE 6 - LEASE COMMITMENTS
The Company currently has no commitments for leases or contingencies.
NOTE 7 - SUBSEQUENT EVENTS
On July 1, 1998, the Board of Directors decided to change the name from Dom
Caribe, Ltd., to Caribbean Ventures, Inc. The Board of Directors also decided to
restate the Articles of Incorporation. The changes were adopted and approved by
a majority vote of the shareholders necessary to constitute a quorum according
to the Bylaws of the Corporation and filed with the Secretary of State of Nevada
on July 17th, 1998.
NOTE 8 - STOCK BASED COMPENSATION
On May 1, 1997 the Company issued 3,000,000 shares of common stock to various
individuals including the president and secretary/treasurer for services and
organization costs. In accordance with Statements on Financial Accounting
Standards No. 123, this transaction has been accounted for under the "fair
value" method. The net result is a reduction in retained earnings in the amount
of $2,500.00. The fair value of services rendered closely approximates the value
of stock exchanged. Consequently, there has been no provision in these
statements to account for the difference in fair value of the services rendered
and the value of stock transferred.
NOTE 9 - USE OF ESTIMATES
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from these estimates.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 299
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 3000
<OTHER-SE> (2701)
<TOTAL-LIABILITY-AND-EQUITY> 299
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 101
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (101)
<INCOME-TAX> 0
<INCOME-CONTINUING> (101)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (101)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
