<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-KSB
(Mark One)
[X]                 ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                           For the fiscal year ended
                               December 31, 2000
                      ----------------------------------

                                      OR

[_]              TRANSITION REPORT PURSUANT TO SECTION 13 OR
                 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _____________ to ______________

                       Commission file number:  0-29697

                        CARAVAN ACQUISITION CORPORATION
             (Exact name of small business issuer in its charter)

          Delaware                                        52-2218869
   -------------------------                              ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                         1118 Homer Street, Suite 229
                  Vancouver, British Columbia, Canada V6B 6L5
                   -----------------------------------------
             (Address of principal executive offices)  (zip code)

                   Issuer's Telephone Number:   604/899-3224

Securities registered under Section 12(g) of the Exchange Act:  Common Stock,
$.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 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 for the past 90 days. Yes X    No _____
                                                             ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

State issuer's revenues for its most recent fiscal year.            $ 0.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.          $ 0.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                Class                    Outstanding at December 31, 2000
    -------------------------------      --------------------------------
    Common Stock, par value $0.0001                  10,000,000

Documents incorporated by reference:    None
<PAGE>

                                 PART I

Item 1.  Description of Business

Background

         Caravan was incorporated on March 24, 1999 as a Delaware corporation.

         On February 25, 2000, the Company registered its common stock on a Form
10-SB registration statement filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual
reports Form 10-KSB.

         The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desired to become a
reporting company whose securities have been registered under the Exchange Act.
At inception the Company may have been deemed to meet the definition of a "blank
check" company contained in Section (7)(b)(3) of the Securities Act of 1933, as
amended.

         On November 30, 2000 Caravan issued an aggregate of 4,700,000 shares of
its common stock in exchange for assets of eVacationPro.com, an unincorporated
Canadian business. Simultaneously, Caravan redeemed 4,700,000 shares of its
outstanding shares of common stock from its then sole shareholder at a
redemption price equal to the par value of the shares, $.0001 per share.
Incident to those transactions, new directors of the Registrant were elected and
the board of directors accepted the resignation of the original officer and
director of the Registrant.

         On December 14, 2000, the Company filed a Form 8-K noticing such
exchange and other related matters. Persons reading this Form are advised to
read the Form 8-K describing the transaction.

Business Development

         Caravan Acquisition Corporation is a development stage company and has
limited operations and no revenues.  The management of the Registrant
anticipates developing the Registrant into an Internet travel information
company. It anticipates developing an information Web site located at
www.evacationpro.com dedicated to the high-end leisure traveler.  The site will
--------------------
be designed to be not only a source of comprehensive information but also a
convenient source of related travel information and linked Web sites such as car
rentals, tours and hotels.  Management believes that although there currently
are several established travel Web sites few, if any, of such Web sites are
targeted to the high-end traveler.  Management anticipates developing its
operations directly as well as through possible acquisitions of one or more
existing related companies.

         To date Caravan has raised funds through the issuance of shares of its
common stock and shareholder contribution.  The funds Caravan has raised to date
have been applied towards legal fees, accounting fees, lease payments, phone
service payments and Caravan's general day to day operations.

         Caravan has received advances in the amount of $1,488 from one of its
securityholders for funding of working capital requirements and start-up
expenses incurred by Caravan.  These advances have been repaid.

         Caravan received funds from a securityholder reflected in its audited
financial statements as additional paid-in capital.  There is no expectation of
repayment of these funds and the securityholder contributed the funds in
anticipation of assisting the company in its development and thereby increasing
the value of the securities held by the securityholder.  See "Note 4C to
Financial Statements as of December 31, 2000".

         Caravan believes that it currently has enough cash on hand to enable it
to operate for the next 5 months; however, Caravan will need a minimum of
$150,000 to complete the construction of its eVacationPro.com Web site. Caravan
is operating at a loss and will need additional funds to develop its operations.
Caravan may seek additional capital through an offering of its equity
securities, an offering of debt securities or by obtaining financing through a
bank
<PAGE>

or other entity.

     Unless Caravan obtains additional financing through operations, investment
capital, borrowing or otherwise, it will not be able to meet its obligations as
they come due and it will be unable to execute its long-term business plan.  At
December 31, 2000, Caravan's  loss, working capital deficiency, and
stockholder's deficiency of $50,902, $872 and $402 respectively, raise
substantial doubts about Caravan's ability to continue as a going concern.

     The Company intends to take the steps required to cause its common stock to
be admitted to quotation on the NASD OTC Bulletin Board or, if it then meets the
financial and other requirements thereof, on the Nasdaq SmallCap Market,
National Market System or regional or national exchange.

Item 2.  Description of Property

         Caravan has no properties and at this time has no agreements to acquire
any properties.

         Caravan's administrative offices, executive offices and manufacturing
facility are located at 1118 Homer Street, Suite 229, Vancouver, British
Columbia, Canada V6B 6L5, consisting of approximately 600 square feet.  Caravan
leases its facility at a monthly rate of $920 (US).  Caravan's lease term
commenced on March 17, 2001 and runs for a period of one year.

         Caravan also maintains an office in the United States located at 1408-
3600 Marina Pointe Drive, Marina Del Rey, California 90292 and its telephone
number is 877/577-5118. This property is owned by a shareholder of Caravan who
permits Caravan to use such address at no cost.

         Caravan's mailing address is 1118 Homer Street, Suite 229, Vancouver,
British Columbia, Canada V6B 6L5 Caravan's telephone number is  604/899-3224 and
its facsimile number is 604/899-3225. Caravan is developing an Internet Web site
at http://www.evacationpro.com.
   ---------------------------

Item 3.  Legal Proceedings

         There is no litigation pending or threatened by or against Caravan.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
<PAGE>

                                 PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         There is currently no public market for the securities of Caravan.

         Within the past three years, the Company has issued the following
shares of its common stock, par value $.0001 (the "Shares"), for cash or
services rendered to the Company absent registration under the Securities Act of
1933, as amended (the "Securities Act") pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering.

         Some of the holders of the shares issued below may have subsequently
transferred or disposed of their shares and the list does not purport to be a
current listing of Caravan's shareholders.

         On March 25, 1999, Caravan issued 5,000,000 shares of common stock to
TPG Capital for an aggregate consideration of $500. Caravan relied upon Section
4(2) of the Securities Act of 1933, as amended.

         On November 30, 2000, Caravan redeemed 4,700,000 shares of its
outstanding shares of common stock from its sole shareholder at a redemption
price equal to the par value of the shares, $.0001 per share.

         On November 30, 2000, Caravan issued an aggregate of 4,700,000 shares
of its common stock in exchange for assets of eVacationPro.com, an
unincorporated Canadian business.

         In December 2000, Caravan sold an aggregate of 2,000 shares of common
stock to two investors at a purchase price of $.0001 per share. Such issuances
were pursuant to the exemption provided in Section 4(2) of the Securities Act
for transactions by an issuer not involving a public offering.

         From December 4, 2000 through January 3, 2001, Caravan sold an
aggregate of 4,998,000 shares of its common stock to 24 investors at a purchase
price of $.0001 per share. The offering of these securities occurred outside the
United States and was outside the scope of the Securities Act.

         In January and February, 2001, Caravan sold an aggregate of 9,000
shares of its common stock to two investors at a purchase price of $.25 per
share. Such issuances were pursuant to the exemption provided in Section 4(2) of
the Securities Act for transactions by an issuer not involving a public
offering.

         From January 4, 2001 through February 7, 2001, Caravan sold an
aggregate of 199,500 shares of its common stock to thirty-one investors at a
purchase price of $.25 per share. The offering of such securities occurred
outside the United States and was outside the scope of the Securities Act.

Item 6.  Management's Discussion and Analysis or Plan of Operation

         To date Caravan has raised funds through the issuance of shares of its
common stock and shareholder contribution.  The funds Caravan has raised to date
have been applied towards legal fees, accounting fees, lease payments, phone
service payments and Caravan's general day to day operations.

         Caravan has received advances in the amount of $1,488 from one of its
securityholders for funding of working capital requirements and start-up
expenses incurred by Caravan.  These advances have been repaid.

         Caravan received funds from a securityholder reflected in its audited
financial statements as additional paid-in capital.  There is no expectation of
repayment of these funds and the securityholder contributed the funds in
anticipation of assisting the company in its development and thereby increasing
the value of the securities held by the securityholder.  See "Note 4C to
Financial Statements as of December 31, 2000".
<PAGE>

     Caravan believes that it currently has enough cash on hand to enable it to
operate for the next 5 months; however, Caravan will need a minimum of $150,000
to complete the construction of its eVacationPro.com Web site.  Caravan is
operating at a loss and will need additional funds to develop its operations.
Caravan may seek additional capital through an offering of its equity
securities, an offering of debt securities or by obtaining financing through a
bank or other entity.

     Unless Caravan obtains additional financing through operations, investment
capital, borrowing or otherwise, it will not be able to meet its obligations as
they come due and it will be unable to execute its long-term business plan.  At
December 31, 2000, Caravan's  loss, working capital deficiency, and
stockholder's deficiency of $50,902, $872 and $402 respectively, raise
substantial doubts about Caravan's ability to continue as a going concern.

     The Caravan business plan anticipates developing its Internet travel
services utilizing the Caravan Web site located at www.eVacationPro.com.
                                                   --------------------
Caravan anticipates developing the eVacationPro name and brand identity
capitalizing on the growth of the online purchasing of travel reservations
specializing in the needs of one specific travel segment: the high end vacation
traveler.

     Caravan intends to create a Web site (i) utilizing existing resources
available through links to other Web sites and (ii) providing primary resource
and information directly on the Caravan Web site.

     Caravan anticipates that it will receive referral fees from purchases made
by its customers that click links to its advertisers' Web sites from its
homepage.  Caravan has not entered into any written agreements with any travel-
related advertisers that might offer Web site links, but has been in verbal
discussions and understands that referral fees are cusomtarily paid by such
advertisers.  These fees are subject to change when and if a written agreement
or final understanding is reached with the advertise to place its name/logo on
the Caravan Web site and to provide click-through capabilities to that
advertiser's Web site.

     Adventuroustraveler.com typically  pays 7% to 12% on all goods purchased by
     consumers that were referred to the Adventuroustraveler.com Web site from
     linked Web sites.

     Bentley's Travelware typically pays 10% on all goods purchased by consumers
     that were referred to the Bentley's Travelware Web site from linked Web
     sites.

     Enterprise Rent-A-Car typically pays 1% to 2% on selected goods purchased
     by consumers that were referred to the Enterprise Rent-A-Car Web site from
     linked Web sites.

     Hotwire typically pays 1% on all goods or $3 on selected goods purchased by
     consumers that were referred to the Hotwire Web site from linked Web sites.

     Milepoint, Inc. typically pays$1 on all goods purchased by consumers that
     were referred to the Milepoint Web site from linked Web sites.

     Opentable.com typically pays 10%on all goods or $5 on selected goods
     purchased by consumers that were referred to the Opentable.com Web site
     from linked Web sites.

     Priceline.com typically pays 1% to 3% on all goods or $20 on selected goods
     purchased by consumers that were referred to the Priceline.com Web site
     from linked Web sites.

     Suitestay.com typically pays$50 on all goods purchased by consumers that
     were referred to the Suitestay.com Web site from linked Web sites.

     Over the next twelve months, Caravan intends

     (i) to invest in expanding awareness of the eVacationPro.com brand through
     an advertising program that utilizes both off-line and online media,
     including television, print, radio, and the Internet. Caravan also plans
<PAGE>

         to enter into joint promotion campaigns with travel agencies and travel
         service suppliers; and

         (ii)  to continuously increase the efficiency and effectiveness of its
         Web site through enhancement of the underlying infrastructure and
         investments in improved technology to anticipate increased transaction
         volume. Caravan will also continue to develop the functionality,
         features, and content of its Web site, and in particular, to increase
         its level of personalization; and

         (iii) to continuously increase the value it provides to its suppliers
         by developing new ways for these advertisers and suppliers to
         effectively market and distribute their products to Caravan's potential
         online customers.

         Caravan intends to generate revenues from advertising fees and
sponsorship arrangements. Caravan intends to provide its advertisers with the
technological resources needed to present information in an attractive and easy-
to-use format. Caravan believes that, in general, advertisers are moving away
from traditional forms of banner advertising to this more customized approach.

         Caravan anticipates implementing various marketing efforts in order to
secure and expand the development of content and traffic through its Web site
including, but not limited to, alliances with leading travel sites; joint
marketing initiatives with traditional media travel sources; conducting travel
related contests; providing chat room forum for one-on-one and group interaction
and reciprocal advertising and banner  links with other sites.

         Caravan is currently in the process of constructing its Web site,
eVacationPro.com. As of the date of this filing, Caravan's Web site is under
construction.  Caravan anticipates that the cost to complete its Web site will
be a minimum of $150,000 which Caravan does not presently have.  If Caravan is
unable to secure the necessary funds to complete the construction of its Web
site Caravan's business operations could be adversely affected.

         Caravan does not foresee any significant changes in the number of its
employees over the next twelve months. Because Caravan primarily will offer its
services through the Internet, Caravan believes that its two current employees
are sufficient to maintain Caravan's day to day operations.  Over the next
twelve months, Caravan intends to hire additional employees which will serve as
operators of Caravan's phone support services.

Item 7.  Financial Statements

         The financial statements for the year ended December 31, 2000 are
attached to this filing.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act

         The Directors and Officers of the Company are as follows:

         Nancy Wells             35           President, Director

         Alina Nikolaeva         33           Secretary, Treasurer and Director

         Huitt Tracey            41           Director

         Caravan's directors hold office until the next annual meeting of its
shareholders or until their successors are duly elected and qualified.
Caravan's executive officers serve at the pleasure of the Board of Directors.
Set forth below
<PAGE>

is a summary description of the principal occupation and business experience of
each of Caravan's directors and executive officers for at least the last five
years.

         Nancy Wells has served as Caravan's President and a director since
November 30, 2000. From 1995 to 2000, Ms. Wells served as a private
communications consultant to various companies, including public companies.
Since March, 2000, Ms. Wells has served as president of Cyan Capital, Inc., a
private company specializing in venture financing and as president of Wells
Media, Inc., a privately-owned company specializing in communications. In 1988,
Ms. Wells received her Bachelor of Arts degree from Memorial University of
Newfoundland.

         Alina Nikolaeva has served as Caravan's Secretary, Treasurer and a
director since November 30, 2000. From 1995 to 2000, Ms. Nikolaeva served as
director of Slavko Enterprises, Inc., a private internet marketing company. From
September 1998 to September 2000, Ms. Nikolaeva served as a director of
Absolutefuture.com, Inc., a public company specializing in e-commerce
applications whose stock is quoted on the OTC Bulletin Board. In 1990, Ms.
Nikolaeva received her degree in chemical engineering from the Academy of
Chemical Technology of Russia.

         Huitt Tracey has served as Caravan's director since November 30, 2000.
Since January, 1999, Mr. Tracey has been a self-employed private investor. As of
January 1, 2001, Mr. Tracey became president of Talltree Resources, a Canadian
public company in the precious metals mining field. From 1997 to December, 1998,
Mr. Tracey managed investor relations for Neary Resources Corporation, a
Vancouver, British Columbia public company. From 1988 to 1997, Mr. Tracey served
as an accountant executive with Haywood Securities, Inc., a Vancouver, British
Columbia brokerage firm.

Item 10. Executive Compensation

         No officer or director received compensation from Caravan in excess of
$100,000 during the fiscal year ended December 31, 2000.  Nancy Wells, as
President of Caravan, has entered into an agreement with Caravan for monthly
payments of $2,400 which began in 2001.

                 SUMMARY COMPENSATION TABLE

         Name and Principal Position  Year    Salary
         ---------------------------  ----    ------

         Nancy Wells                  2000    $ 0

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth, as of December 31, 2000, each person
known by the Company to be the beneficial owner of five percent or more of the
Company's common stock and the directors and officers of the Company. Except as
noted, the holder thereof has sole voting and investment power with respect to
the shares shown.

<TABLE>
<CAPTION>
                                      Shares of                  Percentage of Shares of
                                      common stock                  Class Owned  (2)
Name, Position and Address            Beneficially Owned (1)     Prior to   After
--------------------------           -------------------         Offering   Offering
                                                                 -------------------
<S>                                  <C>                          <C>        <C>

Nancy Wells (3)                                1,400,000           13.7%     13.2%
President and Director
229-1118 Homer St.
Vancouver, BC V6B 6L5
Canada

Alina Nikolaeva(3)                             1,400,000           13.7%     13.2%
Secretary, Treasurer and Director
3101-1068 Hornby St.
</TABLE>
<PAGE>

<TABLE>
<S>                                  <C>                          <C>  <C>
Vancouver, BC V6Z 2Y7
Canada

Huitt Tracey                         10,000                       *     *
Director
601-475 Howe St.
Vancouver, BC V6C 2B3
Canada
</TABLE>
___________

*   less than 1%

Item 12. Certain Relationships and Related Transactions

         Caravan has received advances in the amount of $1,488 from one of its
securityholders for funding of working capital requirements and start-up
expenses incurred by Caravan.  These advances have been repaid.

         Caravan received funds from a securityholder reflected in its audited
financial statements as additional paid-in capital.  There is no expectation of
repayment of these funds and the securityholder contributed the funds in
anticipation of assisting the company in its development and thereby increasing
the value of the securities held by the securityholder.  See "Note 4C to
Financial Statements as of December 31, 2000".

Item 13. Exhibits and Reports on Form 8-K

         (a)  Exhibits

         (b)  Caravan filed a Form 8-K with the Securities and Exchange
Commission on December 14, 2000.
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

                              CARAVAN ACQUISITION CORPORATION


                         By: /s/ Nancy Wells
                                 President

Dated: March 27, 2001


     Pursuant to the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

NAME                       OFFICE        DATE


/s/ Nancy Wells            Director      March 27, 2001


/s/ Alina Nikolaeva        Director      March 27, 2001


/s/ Huitt Tracey           Director      March 27, 2001
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)

                                   CONTENTS
                                   --------

<TABLE>
<S>                  <C>
PAGE       1         INDEPENDENT AUDITORS' REPORT

PAGE       2         BALANCE SHEET AS OF DECEMBER 31, 2000

PAGE       3         STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
                     2000 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
                     DECEMBER 31, 2000

PAGE       4         STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
                     PERIOD FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2000

PAGE       5         STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
                     2000 AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
                     DECEMBER 31, 2000

PAGES    6 - 10      NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000
</TABLE>

<PAGE>

                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------


To the Board of Directors of:
Caravan Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Caravan Acquisition
Corporation (a development stage company) as of December 31, 2000 and the
related statements of operations, changes in stockholders' deficiency and cash
flows for the year ended December 31, 2000 and for the period from March 24,
1999 (inception) to December 31, 2000. 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of 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 a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Caravan Acquisition Corporation (a
development stage company) as of December 31, 2000, and the results of its
operations and its cash flows for the year ended December 31, 2000 and for the
period from March 24, 1999 (inception) to December 31, 2000 in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has had a substantial loss from operations,
and working capital and equity deficiencies. These matters raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regards to these matters is also described in Note 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                              WEINBERG & COMPANY, P.A.


Boca Raton, Florida
February 8, 2001
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                            AS OF DECEMBER 31, 2000
                            -----------------------

                                    ASSETS
                                    ------
CURRENT ASSETS
 Cash                                                                 $     130
 Prepaid expenses                                                           486
                                                                      ---------
   Total Current Assets                                                     616

OTHER ASSETS
 Intangibles                                                                470
                                                                      ---------

TOTAL ASSETS                                                          $   1,086
------------                                                          =========


                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                   ----------------------------------------

CURRENT LIABILITIES
 Loan payable - stockholder                                           $   1,488
                                                                      ---------
   Total Current Liabilities                                              1,488
                                                                      ---------

STOCKHOLDERS' DEFICIENCY
 Preferred Stock, $.0001 par value, 20,000,000 shares authorized,             -
  none issued and outstanding
 Common Stock, $.0001 par value, 100,000,000 shares authorized,
  5,000,000 issued and outstanding                                          500
 Additional paid-in capital                                              50,535
 Deficit accumulated during development stage                           (51,437)
                                                                      ---------

   Total Stockholders' Deficiency                                          (402)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $   1,086
----------------------------------------------                        =========

                See accompanying notes to financial statements.

                                       2
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF OPERATIONS
                           ------------------------

<TABLE>
<CAPTION>
                                                                                     March 24, 1999
                                                      For the Year Ended              (Inception) to
                                                      December 31, 2000             December 31, 2000
                                                      -----------------             -----------------

<S>                                                   <C>                           <C>
INCOME                                                $               -             $               -
                                                      -----------------             -----------------
EXPENSES
 Professional fees                                               50,000                        50,000
 Organization expense                                                 -                           535
 Rent                                                               439                           439
 Website costs                                                      423                           423
 Licenses                                                            40                            40
                                                      -----------------             -----------------
  Total expenses                                                 50,902                        51,437
                                                      -----------------             -----------------

NET LOSS                                              $         (50,902)            $         (51,437)
--------                                              =================             =================

NET LOSS PER COMMON SHARE AND EQUIVALENTS -
 BASIC AND DILUTED                                    $           (0.01)            $           (0.01)
                                                      =================             =================

WEIGHTED AVERAGE SHARES OUTSTANDING DURING THE
 PERIOD - BASIC AND DILUTED                                   5,000,000                     5,000,000
                                                      =================             =================
</TABLE>

               See accompanying notes to financial statements.

                                       3
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
               STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                             TO DECEMBER 31, 2000
                             --------------------

<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                                                       ACCUMULATED
                                         COMMON STOCK ISSUED          ADDITIONAL            DURING
                                                                       PAID-IN           DEVELOPMENT
                                         SHARES        AMOUNT          CAPITAL              STAGE              TOTAL
                                       ----------    --------      ---------------    ----------------       ---------
<S>                                    <C>           <C>           <C>                <C>                    <C>
Common Stock Issuance                   5,000,000    $    500      $             -    $              -       $     500

Redemption of common stock             (4,700,000)       (470)                   -                   -            (470)

Stock issued for asset acquisition      4,700,000         470                    -                   -             470

Fair value of expenses contributed              -           -               50,535                   -          50,535

Net loss for the periods ended:
 December 31, 1999                              -           -                    -                (535)           (535)
 December 31, 2000                              -           -                    -             (50,902)        (50,902)
                                       ----------    --------      ---------------    ----------------       ---------

BALANCE AT DECEMBER 31, 2000
----------------------------            5,000,000    $    500      $        50,535    $        (51,437)      $    (402)
                                       ==========    ========      ===============    ================       =========
</TABLE>

               See accompanying notes to financial statements.

                                       4
<PAGE>

                        CARAVAN AQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS
                           ------------------------

<TABLE>
<CAPTION>
                                                                                           March 24, 1999
                                                                For the Year Ended         (Inception) to
                                                                December 31, 2000         December 31, 2000
                                                              ---------------------     --------------------
<S>                                                           <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                      $             (50,902)     $            (51,437)
 Adjustment to reconcile net loss to net cash provided by
  operating activities
 Contributed expenses                                                        50,000                    50,535
 Increase in prepaid expenses                                                  (486)                     (486)
 Increase in loan payable - stockholder                                       1,488                     1,488
                                                              ---------------------     ---------------------

 Net cash provided by operating activities                                      100                       100
                                                              ---------------------     ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                              -                         -
                                                              ---------------------     ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common stock                                           -                       500
 Funds used to redeem common stock                                             (470)                     (470)
                                                              ---------------------     ---------------------

 Net cash provided by (used in) financing activities                           (470)                       30
                                                              ---------------------     ---------------------

INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                                                   (370)                      130

CASH AND CASH EQUIVALENTS - BEGINNING OF
 PERIOD                                                                         500                         -
                                                              ---------------------     ---------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                     $                 130      $                130
-----------------------------------------                     =====================     =====================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON - CASH INVESTING AND FINANCING ACTIVITIES:
------------------------------------------------------------------------

During 2000, the Company issued 4,700,000 shares of its common stock to acquire
the intangible assets of E-vacation pro.com having a fair value of $470.


                See accompanying notes to financial statements

                                       5
<PAGE>

                        CARAVAN AQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS
                           ------------------------



 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 -------------------------------------------------

       (A) Organization and Business Operations
       ----------------------------------------

       Caravan Acquisition Corporation (a development stage company) ("the
       Company") was incorporated in Delaware on March 24, 1999 to serve as a
       vehicle to effect a merger, exchange of capital stock, asset acquisition
       or other business combination with a domestic or foreign private
       business. At December 31, 2000, the Company had not yet commenced any
       formal business operations, and all activity to date relates to the
       Company's formation, acquisition of assets (See Note 4(B)) and proposed
       fund raising. The Company's fiscal year end is December 31.

       The Company's ability to commence operations is contingent upon its
       ability to raise the capital it will require to implement its business
       plan through the issuance of equity securities, debt securities, bank
       borrowings or a combination thereof.

       (B) Use of Estimates
       --------------------

       The preparation of the financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenues and expenses
       during the reporting period. Actual results could differ from those
       estimates.

       (C) Cash and Cash Equivalents
       -----------------------------

       For purposes of the statement of cash flows, the Company considers all
       highly liquid investments purchased with an original maturity of three
       months or less to be cash equivalents.

       (D) Income Taxes
       ----------------

       The Company accounts for income taxes under the Financial Accounting
       Standards Board of Financial Accounting Standards No. 109, "Accounting
       for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax
       assets and liabilities are recognized for the future tax consequences
       attributable to differences between the financial statement carrying
       amounts of existing assets and liabilities and their respective tax
       basis. Deferred tax assets and liabilities are measured using enacted tax

                                       6
<PAGE>

                        CARAVAN AQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS
                           ------------------------



       rates expected to apply to taxable income in the years in which those
       temporary differences are expected to be recovered or settled. Under
       Statement 109, the effect on deferred tax assets and liabilities of a
       change in tax rates is recognized in income in the period that includes
       the enactment date.

       (E) Per Share Data
       ------------------

       Basic and diluted net loss per common share is computed based on the
       weighted average common shares outstanding as defined by Statement of
       Financial Accounting Standards, No. 128, "Earnings Per Share". Common
       stock equivalents have not been included in the computation of diluted
       loss per share since the effect would be anti-dilutive.

 NOTE 2 LOAN PAYABLE - STOCKHOLDER
 ---------------------------------

       The Company has received advances from a stockholder. The stockholder
       provided funding for working capital requirements and paid start-up
       expenses incurred by the Company. The amounts are non-interest bearing
       and due on demand.

 NOTE 3 COMMITMENTS AND CONTINGENCIES
 ------------------------------------

       Operating Lease
       ---------------

       The Company leases corporate office space under an operating lease. This
       lease has a remaining term expiring in 2002.

       Future minimum lease payments under operating leases are as follows at
       December 31, 2000:

<TABLE>
<CAPTION>
                 <S>                       <C>
                  2001                      $  11,011
                  2002                          2,313
                                            ---------
                                            $  13,324
                                            =========
</TABLE>

       Rent expense under operating leases for the year ended December 31, 2000
       and for the period from March 24, 1999 (inception) to December 31, 2000
       was $439.

                                       7
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2000
                            -----------------------


 NOTE 4  STOCKHOLDERS' DEFICIENCY
 --------------------------------

       (A)  Preferred Stock
       ---------------------

       The Company is authorized to issue 20,000,000 shares of preferred stock
       at $.0001 par value, with such designations, voting and other rights and
       preferences as may be determined from time to time by the Board of
       Directors.

       (B) Common Stock
       ----------------

       The Company is authorized to issue 100,000,000 shares of common stock at
       $.0001 par value.  The Company originally issued 5,000,000 shares of its
       common stock to TPG Capital Corporation ("TPG") pursuant to Rule 506 for
       an aggregate consideration of $500.

       On November 30, 2000, the Company redeemed from TPG 4,700,000 shares of
       its common stock for an aggregate consideration of $470.

       On November 30, 2000, the Company issued 4,700,000 shares of its common
       stock to acquire the intangible assets of E-vacation pro.com.  The
       intangible assets acquired are shown on the balance sheet at their fair
       value of $470 and will be amortized using the straight-line method over a
       5 year period commencing January 1, 2001.

       The Company had subscriptions receivable for 5,000,000 shares of its
       common stock for an aggregate amount of $500, which was received in
       January 2001.

       (C) Additional Paid-In Capital
       ------------------------------

       Additional paid-in capital at December 31, 2000 includes the fair value
       of the amount of organization and professional costs incurred by TPG on
       behalf of the Company (See Note 6) which amounted to $535.  In addition,
       paid-in capital was credited for $50,000 which represented professional
       fees that were paid pursuant to the agreement discussed in Note 5 by an
       individual who owns a company that is a stockholder of the Company.

 NOTE 5  AGREEMENT
 -----------------

       1.  On October 24, 2000, the business entity, whose assets were
           subsequently acquired by the Company, (See Note 4(b)) signed an
           agreement with TPG, a related entity (See Note 6). The agreement
           called for TPG to provide, among

                                       8
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2000
                            -----------------------

           other things, professional services relating to Securities and
           Exchange Commission filings and other securities matters.

 NOTE 6  RELATED PARTIES
 -----------------------

       TPG Capital is a stockholder of the Company.  Legal services to the
       Company are being provided by a firm whose principal stockholder is the
       controlling stockholder TPG Capital.

 NOTE 7  INCOME TAXES
 --------------------

       Income tax expense (benefit) for the years ended December 31, 2000 and
       1999 is summarized as follows:


                                                  2000               1999
                                            ----------------    ---------------
       Current:
        Federal                            $             -                  -
        State                                            -                  -

       Deferred:
        Federal                                          -                  -
        State                                            -                  -
                                            ----------------    ---------------

       Income tax expense (benefit)        $             -     $            -
                                            ================    ===============


       The Company's tax expense differs from the "expected" tax expense for the
       years ended December 31, 2000 and 1999 (computed by applying U.S. Federal
       Corporate tax rate of 34 percent to income before taxes), as follows:

                                                  2000               1999
                                            ----------------    ---------------
       Computed "expected" tax expense
        (benefit)                          $       (17,307)    $         (182)
       Effect of net operating loss
        carryforwards                               17,307                182
                                            ----------------    ---------------
                                           $             -     $            -
                                            ================    ===============
       The tax effects of temporary differences that give rise to significant
       portions of deferred tax assets at December 31, 2000 are as follows:

                                                  2000               1999
                                            ----------------    ---------------
       Deferred tax assets:
        Net operating loss carryforwards   $        17,489     $          182
                                            ----------------    ---------------
        Total gross deferred tax assets             17,489                182

                                       9
<PAGE>

                        CARAVAN ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2000
                            -----------------------

        Less valuation allowance                   (17,489)              (182)
                                            ----------------    ---------------

       Net deferred tax asset              $             -     $            -
                                            ================    ===============


       At December 31, 2000, the Company had a net operating loss carryforward
       of approximately $51,437 for income tax purposes, available to offset
       future taxable income expiring on various dates through 2020.  The
       valuation allowance at December 31, 1999 was $182.  The net change in the
       valuation allowance during the year ended December 31, 2000 was an
       increase of $17,307.

 NOTE  8 - GOING CONCERN
 -----------------------

       As reflected in the accompanying financial statements, the Company's
       current period loss, working capital deficiency, and stockholders'
       deficiency of $50,902, $872, and $402, respectively, raise substantial
       doubt about its ability to continue as a going concern.  The ability of
       the Company to continue as a going concern is dependent on the Company's
       ability to raise additional capital and implement its business plan.  The
       financial statements do not include any adjustments that might be
       necessary if the Company is unable to continue as a going concern.

       The Company intends to raise additional equity capital through the sale
       of its common stock (See Note 9) and is continuing its website
       development efforts. Management believes that actions presently taken to
       obtain additional funding provide the opportunity for the Company to
       continue as a going concern.

 NOTE  9 - SUBSEQUENT EVENT
 --------------------------

       Private Placement and Other Stock Issuances
       -------------------------------------------

       On January 4, 2001 the Company approved a private placement for 300,000
       shares at $.25.  As of the date of this report, subscriptions for 212,500
       shares have been received.  Fully paid subscriptions consist of 75,100
       shares at $.25 for a total of $18,775.

                                       10