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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 July 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:                                      602-837-4969

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
July 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                              7

PART II  OTHER INFORMATION

SIGNATURES                                                                8

                                        2
<PAGE>
                            CARIBBEAN VENTURES, INC.
                                 BALANCE SHEETS
                        July 31, 1999 and April 30, 1999

                                     ASSETS

                                                           Unaudited   Audited
                                                            July 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)                      274        299
                                                            -------    -------
    Total Other Assets                                          274        299
                                                            -------    -------
Total Assets                                                $   274    $   299
                                                            =======    =======

                      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)                                     (2,726)    (2,701)
                                                            -------    -------
    Total Stockholders' Equity                                  274        299
                                                            -------    -------
Total Liabilities and Stockholder's Equity                  $   274    $   299
                                                            =======    =======

The accompanying notes are an integral part of these statements.

                                        3
<PAGE>
                            CARIBBEAN VENTURES, INC.
                              STATEMENTS OF INCOME
                    For the Three Months ended July 31, 1999
                        and the Year Ended April 30, 1999

                                                 Unaudited
                                                    Three            Audited
                                                Months Ended         Year End
                                                July 31, 1999     April 30, 1999
                                                -------------     --------------

Revenue                                          $       -0-       $       -0-

Expenses

  Amortization Expense                                    25               101
                                                 -----------       -----------
  Total Expenses                                          25               101
                                                 -----------       -----------
Net Income/(Loss) Before Taxes                            25              (101)
                                                 -----------       -----------
Income Taxes                                             -0-               -0-
                                                 -----------       -----------
Net Income/(Loss) After Taxes                    $        25       $      (101)
                                                 ===========       ===========

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.

                                        4
<PAGE>
                            CARIBBEAN VENTURES, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
   For the Three Months Ended July 31, 1999 and the Year Ended April 30, 1999

<TABLE>
<CAPTION>
                                                                                          Paid in
                                      Preferred  Stock                 Stock     Capital  Retained
                                        Stock    Amount  Common 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-       (25)     (25)
                                       ------    ------    ---------   -------   ------   -------   ------
Balance July 31, 1999 - Unaudited         -0-    $  -0-    3,000,000   $ 3,000   $  -0-   $(2,726)  $  274
                                       ======    ======    =========   =======   ======   =======   ======
</TABLE>

The accompanying notes are an integral part of these statements.

                                        5
<PAGE>
                            CARIBBEAN VENTURES, INC.
                            STATEMENTS OF CASH FLOWS
                  For the Three Months Ended July 31, 1999 and
                          the Year Ended April 30, 1999

                                                Unaudited            Audited
                                            Three Months Ended      Year Ended
                                              July 31, 1999       April 30, 1999
                                              -------------       --------------

Net Income (Loss)                                $   (25)            $  (101)
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Amortization Expense                              25                 101
                                                 -------             -------
Cash Provided by Operations                          -0-                 -0-
                                                 -------             -------
Cash Used in Investing Activities                    -0-                 -0-
                                                 -------             -------
Cash Provided by Financing Activities                -0-                 -0-
                                                 -------             -------
Net Change in Cash                                   -0-                 -0-

Beginning Balance                                    -0-                 -0-
                                                 -------             -------
Ending Cash Balance                                  -0-                 -0-
                                                 =======             =======


The accompanying notes are an integral part of these statements.

                                        6
<PAGE>
                            CARIBBEAN VENTURES, INC.

                         July 31, 1999 and April 30 1999

ITEM 1

NOTE 1 - History and Organization of the Company

The Company was organized April 28th, 1997 under the Laws of the State of Nevada
as Dom Caribe The name was changed to Caribbean  Ventures,  Inc. The Company has
no operations and in accordance with SFAS #7, is considered a development  stage
company.

NOTE 2 - Basis of Presentation

The accompanying  audited financial  statements have been prepared in accordance
with generally accepted accounting  principals for interim financial information
and with  the  instructions  to Form  10-Q and  Rule  10-01 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the  three-month  period  ending July 31st,  1999 are not
necessarily  indicative of the results that may be expected for the period ended
April 30, 2000. For further  information,  refer to the financial statements and
footnotes  thereto  included in the  Company's  report on Form 10-K for the year
ended April 30, 1999

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.

                                        7
<PAGE>
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


                                   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: August 12, 1999
                                        By: /s/ Earl P. Gilbrech
                                            ------------------------------------
                                            Earl P. Gilbrech
                                            Sec/Tres and Director