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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For quarterly period ended October 31, 1999

                                       OR

[ ]  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.
                 (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 Principal Executive Offices)

Registrant's telephone number:                                      480-837-4969

Former name, former address, and former fiscal
Year end, if changed since last report:                           Not applicable

Indicate by checkmark  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 for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements in the past 90 days.  Yes [X]  No [ ]

Indicate the number of shares  outstanding  for each of the issuer's  classes of
Common Stock as of the last practical date:

Common Stock,  Par Value $0.001 Per Share,  3,000,000  Shares  Outstanding as of
October 1st, 1999

Transactional Small Business Disclosure Format  Yes [ ]  No [X]

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<PAGE>
                            CARIBBEAN VENTURES, INC.

                                TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----
PART I   FINANCIAL STATEMENTS

Item 1   FINANCIAL STATEMENTS (Unaudited)

         Balance Sheet                                                     3

         Statement of Income                                               4

         Statement of Changes in Stockholders' Equity                      5

         Statement of Cash Flows                                           6

         Notes to Financial Statements                                     7

Item 2   Management Discussion and Analysis of Financial
         Condition and Results of operations                               9

PART II  OTHER INFORMATION

SIGNATURES                                                                10

                                        2
<PAGE>
                            CARIBBEAN VENTURES, INC.
                        (a development stage enterprise)

                                 BALANCE SHEETS
                       October 31, 1999 and April 30, 1999

                                     ASSETS

                                                          Unaudited    Audited
                                                          October 31,  April 30,
                                                             1999        1999
                                                            -------     -------
Current Assets
  Cash and Cash Equivalents                                 $   -0-     $   -0-
                                                            -------     -------
    Total Current Assets                                        -0-         -0-
                                                            -------     -------
Other Assets
Organization Expense (net of
  amortization)                                                 -0-         299
                                                            -------     -------
     Total Other Assets                                         -0-         299
                                                            -------     -------
Total Assets                                                $   -0-     $   299
                                                            =======     =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                                         $   -0-     $   -0-
                                                            -------     -------
         Total Current Liabilities                              -0-         -0-
                                                            -------     -------
Stockholders' Equity
   Common stock, $.001 par, 25,000,000 shares
     authorized, 3,000,000 shares issued and outstanding      3,000       3,000
Additional Paid In Capital                                      -0-         -0-
Retained Earnings (Loss)                                     (3,000)     (2,701)
                                                            -------     -------
         Total Stockholders' Equity                             -0-         299
                                                            -------     -------
Total Liabilities and Stockholders' Equity                  $ (-0-)     $   299
                                                            =======     =======

See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                                        3
<PAGE>
                            CARIBBEAN VENTURES, INC.
                        (a development stage enterprise)

                              STATEMENTS OF INCOME
         For the Six Months Ended October 31, 1999 and October 31, 1998,
          the Year Ended April 30, 1999, and the Period April 27, 1997
                         (inception) to October 31, 1999

<TABLE>
<CAPTION>
                                             Unaudited                          April 27, 1997
                                    Six Months Ended October 31,    Audited     (inception) to
                                      ------------------------     Year Ended     October 31,
                                        1999           1998      April 30, 1999      1999
                                      ----------    ----------     ----------     ----------
<S>                                   <C>           <C>            <C>            <C>
Revenue                               $      -0-    $      -0-     $      -0-            -0-

Expenses

Amortization Expense                         -0-            50            101            101
                                      ----------    ----------     ----------     ----------
Total Expenses                               -0-            50            101            101
                                      ----------    ----------     ----------     ----------
Net  Income/(Loss) Before Taxes and
  Extraordinary Items                        -0-           (50)          (101)          (101)
                                      ----------    ----------     ----------     ----------
Income Taxes                                 -0-           -0-            -0-            -0-
                                      ----------    ----------     ----------     ----------
Net Income Before Extraordinary Item         -0-           (50)          (101)          (101)

Adjustment due to Account Change            (299)          -0-            -0-           (299)
                                      ----------    ----------     ----------     ----------
Net Income/(Loss)                     $     (299)   $      (50)    $     (101)    $     (400)
                                      ==========    ==========     ==========     ==========
Earnings (Loss) per Common Share
Income before extraordinary items          (-0-)         (-0-)          (-0-)          (-0-)
Effect of accounting change                (-0-)         (-0-)          (-0-)          (-0-)
                                      ----------    ----------     ----------     ----------
Net Income/(Loss)                            -0-           -0-            -0-            -0-
                                      ==========    ==========     ==========     ==========
Weighted Average Numbers of
Shares Outstanding                     3,000,000     3,000,000      3,000,000      3,000,000
</TABLE>

See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                                        4
<PAGE>
                            CARIBBEAN VENTURES, INC.
                        (a development stage enterprise)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
   For the Six Months Ended October 31, 1999 and the Year Ended April 30, 1999

<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 April 30, 1998  - Audited            -0-   $     -0-   3,000,000   $   3,000   $     -0-   $  (2,600)  $     400

Retained Earnings (Loss) - Audited           -0-         -0-         -0-         -0-         -0-        (101)       (101)
                                       ---------   ---------   ---------   ---------   ---------   ---------   ---------
Balance April 30, 1999 - Audited             -0-         -0-   3,000,000       3,000         -0-      (2,701)        299

Retained Earnings (Loss) - Unaudited         -0-         -0-         -0-         -0-         -0-        (299)       (299)
                                       ---------   ---------   ---------   ---------   ---------   ---------   ---------
Balance October 31, 1999 - Unaudited         -0-   $     -0-   3,000,000   $   3,000   $     -0-   $  (3,000)  $     -0-
                                       =========   =========   =========   =========   =========   =========   =========

</TABLE>

See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                                        5
<PAGE>
                            CARIBBEAN VENTURES, INC.
                        (a development stage enterprise)

                            STATEMENTS OF CASH FLOWS
         For the Six Months Ended October 31, 1999 and October 31, 1998,
          the Year Ended April 30, 1999, and the Period April 27, 1997
                         (inception) to October 31, 1999

<TABLE>
<CAPTION>
                                                        Unaudited                          April 27, 1997
                                               Six Months Ended October 31,    Audited     (inception) to
                                                 ------------------------     Year Ended     October 31,
                                                    1999          1998      April 30, 1999      1999
                                                 ----------    ----------     ----------     ----------
<S>                                              <C>           <C>            <C>            <C>
Net Income (Loss)                                  $ (299)       $  (50)        $ (101)        $ (400)
   Adjustments to reconcile net income to net
      cash provided by operating activities:
  Amortization Expense                                -0-            50            101            101
  Adjustment due to accounting
    Change                                            299           -0-            -0-            299
                                                   ------        ------         ------         ------
Cash Provided by Operations                           -0-           -0-            -0-            -0-
                                                   ------        ------         ------         ------

Cash Used in Investing Activities                     -0-           -0-            -0-            -0-
                                                   ------        ------         ------         ------

Cash Provided by Financing Activities                 -0-           -0-            -0-            -0-
                                                   ------        ------         ------         ------

Net Change in Cash                                    -0-           -0-            -0-            -0-

Beginning Balance                                     -0-           -0-            -0-            -0-
                                                   ------        ------         ------         ------
Ending Cash Balance                                $  -0-        $  -0-         $  -0-         $  -0-
                                                   ======        ======         ======         ======
</TABLE>

See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                                        6
<PAGE>
                            CARIBBEAN VENTURES, INC.
                        (a development state enterprise)

                          NOTES TO FINANCIAL STATEMENTS
              October 31, 1999, October 31, 1998 and April 30, 1999

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.  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. 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  were being  amortized  on a  straight-line  basis over a five year
period  through  April 30, 1999 after which time  Statement of Position  98-5 as
discussed in Note 8 was adopted.

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 period.

                                        7
<PAGE>
                            CARIBBEAN VENTURES, INC.
                        (a development stage enterprise)

                          NOTES TO FINANCIAL STATEMENTS
              October 31, 1999, October 31, 1998 and April 30, 1999
                                   (continued)

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,  1999.  The stock was  issued for  maintaining  the
entity and reviewing potential business opportunities.

As of October 31, 1999,  the Company had 3,000,000  shares of common stock,  par
value $0.001, issued and outstanding.

NOTE 6 - LEASE COMMITMENTS

The Company currently has no commitments for leases or contingencies.

NOTE 7 - 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.

NOTE 8 - ACCOUNTING CHANGE

Effective  May 1, 1999,  the Company  adopted  Statement of Position  98-5. As a
result of this change the Company  expensed $299 of  unamortized  organizational
costs during the current period.

                                        8
<PAGE>
ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS 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  incidental
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  acquisition  of a property or property.  This may
result in the  Company  incurring  a net  operating  loss  which  will  increase
continuously  until the Company can consummate the  acquisition of a property or
project with a profitable  opportunity.  There is no assurance  that the Company
can identify such an acquisition property or project.

                                     PART II

                                OTHER INFORMATION

Item 1  Legal Proceedings                                                   None

Item 2  Changes in the Rights of the Company's Security Holders             None

Item 3  Defaults by the Company on its Senior Securities                    None

Item 4  Results of Votes of Security Holders                                None

Item 5  Other Information                                                   None

Item 6  Exhibits and Reports on Form 8-K                                    None

                                        9
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        CARIBBEAN VENTURES, INC.

Date: November 1, 1999
                                        By: /s/ Earl P. Gilbrech
                                            ------------------------------------
                                            Earl P. Gilbrech
                                            Sec/Tres and Director