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.

                                        5
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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

                                        6
<PAGE>
     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

                                        7
<PAGE>
     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

                                       10
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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

                                       12
<PAGE>
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.

                                       13
<PAGE>
     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

                                       14
<PAGE>
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.